ING FUNDS TRUST, 497, 1999-07-01

ING FUNDS TRUST
497, 1999-07-01

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<PAGE> 1
FINANCIAL SERVICES INTERNATIONAL NORTH AMERICA
ING FUNDS PROSPECTUS
JULY 1, 1999
Class A, B & C Shares

ING INTERNET 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 the ING Internet Fund (the "Fund") of the ING
Funds Trust (the "Trust"), managed by ING Mutual Funds Management Co. LLC, a
Delaware limited liability company (the "Manager"). The Manager has delegated
certain of its investment advisory activities to the sub-adviser described
herein (the "Sub-Adviser"). The Manager and its Sub-Adviser are wholly-owned
indirect subsidiaries of ING Groep, N.V. ("ING Group"). The Fund's investment
objective is to provide investors with long-term capital appreciation.

The 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 A, Class B
and Class C shares are offered in this Prospectus. The Class X and Class I
shares are offered under separate prospectuses. The Class X shares may be
purchased only by certain qualified investors (including, but not limited to,
IRAs, Roth IRAs, Education IRAs, SEP IRAs, Simple IRAs and 403(b)(7) plans). The
Class I shares may be purchased only by retirement plans affiliated with ING
Group. Shares of the Fund are sold to the public by ING Funds Distributor, Inc.
(the "Distributor").

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

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

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Fund and should be read and retained for
information about the 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 Fund, 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 Fund. The SAI is also available without
charge and can be obtained by writing or calling the Fund at the address and
telephone number printed above.

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

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

July 1, 1999
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HIGHLIGHTS.................................................. 1
FUND EXPENSES............................................... 4
THE INVESTMENT POLICIES AND PRACTICES OF THE FUND........... 5
MANAGEMENT OF THE FUND...................................... 6
FUND SHARE VALUATION........................................ 8
PURCHASE OF FUND SHARES..................................... 9
PURCHASE PLANS.............................................. 13
REDEMPTION OF FUND SHARES................................... 14
REDEMPTION PLANS............................................ 15
EXCHANGE OF FUND SHARES..................................... 16
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................... 17
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES.......... 19
RISKS OF INVESTING IN THE FUND.............................. 26
OTHER INFORMATION........................................... 28
</TABLE>
<PAGE> 4
ING FUNDS TRUST 1
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HIGHLIGHTS

THE FUND

The Fund is a separate investment fund or portfolio, commonly known as a
mutual fund. The Fund is a portfolio 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 Fund and elects the officers of
the Fund.
INVESTMENT OBJECTIVE AND POLICIES OF THE FUND

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

The 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 U.S. and
non-U.S. internet technology companies. For these purposes, the Fund defines
internet technology companies as those companies with internet/virtual
businesses or internet related consulting businesses, or that derive at least
50% of their revenue from business operations in internet related hardware,
software or infrastructure industries.

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

General. The price per share of the Fund will fluctuate with changes in
value of the investments held by the Fund. Additionally, there can be no
assurance that the 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.

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

Risks of Techniques Involving Leverage. Utilization of leverage involves
special risks and may involve speculative investment techniques. The Fund may
borrow for other than temporary or emergency purposes, lend its 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.

Foreign Securities. Investments in securities of issuers in any foreign
country involve special risk considerations not typically associated with
investing in U.S. companies.

Non-diversified Investment Companies. The 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.

Concentration. The ING Internet Fund "concentrates" (for purposes of the
1940 Act) its assets in securities related to a particular sector or industry.
As a result, the Fund may be subject
<PAGE> 5
2 ING FUNDS TRUST
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to greater market fluctuation than a fund which has securities representing a
broader range of investment alternatives.

Internet Specific Risks. Internet and internet-related companies are
generally subject to the rate of change in technology, which is higher than
other industries. In addition, many products and services of companies engaged
in the internet and internet-related activities are also subject to relatively
high risks of rapid obsolescence caused by progressive scientific and
technological advances.

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

As manager of the Fund, 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 the Fund by the
Sub-Adviser. The Manager also provides certain administrative services necessary
for the Fund's 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 the Fund. See "Fund Expenses -- Fee
Table" and "Management of the Fund -- The Manager." The Sub-Adviser is an
indirect subsidiary of ING Group and is an affiliate of the other sub-advisers
of the ING Family of Funds and the Manager and ING Funds Distributor, Inc.
("Distributor").

ING Investment Management Advisors B.V. ("IIMA") serves as sub-adviser to
the Fund. IIMA may be referred to herein as the "Sub-Adviser." For its services,
the Sub-Adviser receives a fee from the Manager based on the Fund's average
daily net assets. See "Management of the Fund -- The Sub-Adviser." The
Sub-Adviser has full investment discretion and makes all determinations with
respect to the investment of the Fund's assets and the purchase and sale of
portfolio securities consistent with the investment objective, policies, and
restrictions for the Fund.
OTHER SERVICE PROVIDERS

The Distributor distributes the Fund's 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 Fund
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 Fund's
transfer agent and First Data Investor Services Group ("First Data") to act as
the Fund's fund accounting agent.
CLASSES OF SHARES

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

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 Fund 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 Fund or its shareholders.

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

Class B Shares. Class B shares are sold without an initial sales charge,
but are subject to a CDSC of 5.00% if redeemed within one year of purchase, with
declining charges for redemptions thereafter up to six years after purchase.
Class B shares are also subject to a higher annual Rule 12b-1 fee than Class A
shares -- up to 0.75% of the Fund's average daily net assets attributable to
Class B shares. However, after eight years, Class B shares automatically will be
converted to Class A shares at no charge to the investor, resulting in a lower
<PAGE> 6
ING FUNDS TRUST 3
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Rule 12b-1 fee thereafter. Class B shares provide the benefit of putting all
dollars to work from the time of investment, but will have a higher expense
ratio and may pay lower dividends than Class A shares due to the higher Rule
12b-1 fee and any other class specific expenses. See "Purchase of Fund Shares."

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

Class X Shares and Class I Shares. The Fund offers Class X shares and
Class I shares under separate prospectuses. The Class X shares and Class I
shares have different sales charges and other expenses, which may affect
performance. The Class X shares may be purchased only by certain qualified
investors (including, but not limited to, IRAs, Roth IRAs, SEP IRAs, Simple IRAs
and 403(b)(7) plans). The Class I shares may be purchased only by retirement
plans affiliated with ING Group. If you are interested in further information
concerning the Class X shares or Class I shares, please call the Fund 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
Fund -- Shareholder Servicing Plan" and "Management of the Fund -- Fund
Accountant, Transfer Agent and Account Services."
<PAGE> 7
4 ING FUNDS TRUST
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FUND EXPENSES

The purpose of the following tables is to assist investors in understanding
the various costs and expenses that an investor in the Fund will bear, either
directly or indirectly. The 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 INTERNET FUND
---------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price)(1)........................................ 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price)............................. NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage of
the lesser of the net asset value
at the time of redemption or at the time of
purchase)(2).............................................. NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.31% 0.31% 0.31%
12b-1 Fees (after waivers)*................................. 0.10% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.93% 0.93% 0.93%
---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 1.59% 2.24% 2.24%
==== ==== ====
</TABLE>

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

(2) If you purchase Class B shares, you do not pay an initial sales charge but
you may incur a CDSC if you redeem some or all of your Class B shares before
the end of the sixth year after which you purchased such shares. The CDSC
for redemptions occurring in years one through six, respectively, is 5%, 4%,
4%, 3%, 2% and 1% of the lesser of the net asset value of the shares at the
time of redemption or at the time of purchase. The CDSC is not imposed on
the amount of any increase in your account value over the amount invested.
No CDSC is charged after the sixth year. If you purchase Class C shares, you
do not pay an initial sales charge but you may incur a CDSC if you redeem
some or all of your Class C shares within 12 months of the calendar month of
purchase. For a discussion of the Class B and C CDSC, see this Prospectus
under "Purchase of Fund Shares."

* Management Fees consisting of investment advisory and administrative fees
(before waivers) for the ING Internet Fund would be 1.25% annually of the
average daily net assets for the Fund. Rule 12b-1 Fees (before waivers)
would be 0.50% annually of the average daily net assets for the Fund's Class
A shares. The fee waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Fund's consent.

** Under the Fund Services Agreement, the Fund may pay ING Fund Services
annually up to $40,000 for fund accounting services plus out-of-pocket
expenses, $17 per an account for transfer agency services plus out-of-pocket
expenses and up to 0.25% of the Fund's average daily net assets annually for
account servicing activities. The Fund currently waives 0.05% of such fees.
ING Fund Services may engage third parties to perform some or all of these
services. The fee waivers are voluntary and may be modified or terminated at
any time without the Fund's consent. (See "Management of the Fund -- Fund
Accountant, Transfer Agent and Account Services" in this Prospectus.)

*** Total Fund Operating Expenses (before waivers) would be 2.98% for Class A
shares and 3.23% for Class B and C shares of the ING Internet Fund.

EXPENSE EXAMPLES:

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

<TABLE>
<CAPTION>
FULL REDEMPTION* NO REDEMPTION**
--------------------- ---------------------
1 YEAR 3 YEARS 1 YEAR 3 YEARS
------ ------- ------ -------
<S> <C> <C> <C> <C>
ING INTERNET FUND
Class A Shares......................... $73 $105 $73 $105
Class B Shares......................... $73 $111 $23 $ 71
Class C Shares......................... $33 $ 71 $23 $ 71
</TABLE>

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* Full Redemption. You would have paid the above expenses on a $1,000
investment, assuming a hypothetical 5% annual return and full redemption of
your shares at the end of each period shown.

** No Redemption. You would have paid the above expenses on a $1,000
investment, assuming a hypothetical 5% annual return and no redemption of
your shares at the end of each period shown.

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

The 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 the Fund's investments. The Fund's investment objective and certain
Investment Restrictions are fundamental policies which may not be changed
without a vote of a majority of the outstanding voting securities, as defined
under the 1940 Act, of the Fund. Except for the objective 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 the Fund will achieve its investment objective.

The Sub-Adviser believes that the internet is in the early stages of a
period of promising growth. The internet has enabled companies to tap into new
markets, use new distribution channels and do business with end users of their
products all over the world without having to go through wholesalers and
distributors. The Sub-Adviser believes that investment in companies related to
the internet should offer substantial opportunities for long-term capital
appreciation. Of course, swings in investor psychology or significant trading by
large institutional investors can result in significant price fluctuations and
stock price declines.

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.

While the Fund will invest primarily in investments that are consistent
with its name, the 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 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.

The Fund 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. 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 Fund must be rated in one of the two top rating categories by
an NRSRO or, if not rated, determined to be of comparable quality by the Fund's
Sub-Adviser.

The Fund may use various investment strategies and techniques when the
Sub-Adviser determines that such use is appropriate in an effort to meet the
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, the
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 Fund is engaged in temporary defensive investments, it will not
be pursuing its investment objective.

The SEC currently requires the Fund to invest at least 65% of its total
assets in investments that are consistent with its name (e.g., the ING Internet
Fund must invest at least 65% of its total assets in equity securities of
internet technology companies). To the extent the SEC changes the percentage of
the Fund's assets that must be invested in investments that are consistent with
its name, the 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.
<PAGE> 9
6 ING FUNDS TRUST
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As a matter of fundamental policy, notwithstanding any limitation
otherwise, the 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 Fund, unless otherwise indicated, that with
respect to its policies that are the result of the application of law, the Fund
will use to its maximum advantage the flexibility that may exist as a result of
rules or interpretations of the SEC of such laws currently in existence or
amended or promulgated in the future.

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

MANAGEMENT OF THE FUND

The business and affairs of the Fund are managed under the direction of the
Board of Trustees. Additional information about the Trustees, as well as the
Fund's 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 Fund 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.

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 the Fund by
its Sub-Adviser. The Manager is also responsible for monitoring and evaluating
the Sub-Adviser on a periodic basis, and will consider its performance record
with respect to the investment objective and policies of the Fund. The Manager
also provides certain administrative services necessary for the Fund's
operations including: (i) coordination of the services performed by the Fund's
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 Fund; (iv) general supervision relative to the compilation of
data required for the preparation of periodic reports distributed to the Fund's
officers and Board of Trustees; and (v) furnishing office space and certain
facilities required for conducting the business of the Fund.

Pursuant to the Management Agreement, the Manager is authorized to exercise
full investment discretion and make all determinations with respect to the
investment of the Fund's assets and the purchase and sale of portfolio
securities for the Fund in the event that at any time no Sub-Adviser is engaged
to manage the assets of the 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 the Fund at an
annual rate equal to 1.25%.
THE SUB-ADVISER

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

ING Investment Management 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 Internet Fund. IIMA is registered with the SEC as an
investment adviser. 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 $130 billion
at March 31, 1999.
<PAGE> 10
ING FUNDS TRUST 7
- --------------------------------------------------------------------------------

The Fund is managed by a team of three investment professionals led by Mr.
Guy Uding. Mr. Uding has been employed by IIMA and its affiliates since 1995 and
has four years of investment experience.

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays to
IIMA a monthly fee based on the average daily net assets of the Fund at an
annual rate equal to 0.625%.
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 the 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 Fund
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, the Fund may pay ING Fund Services annually
up to $40,000 for fund accounting services plus out-of-pocket expenses, $17 per
account for transfer agency services plus out-of-pocket expenses and up to 0.25%
of the Fund's average daily net assets annually for account servicing
activities. ING Fund Services may engage third parties to perform some or all of
these services. Account servicing may include, but is not limited to, (i)
maintaining shareholder accounts; (ii) preparing shareholders statements,
confirmations and shareholder lists; (iii) mailing shareholder statements,
confirmations, prospectuses, statements of additional information, annual and
semi-annual reports and proxy statements; (iv) tabulating proxies; (v)
disbursement of dividends and other distributions; (vi) withholding taxes on
U.S. resident and non-resident accounts where applicable; (vii) preparation and
filing of U.S. Treasury Department Forms 1099 and other appropriate forms by
applicable statutes, rules and regulations; and (viii) providing such other
similar services directly to shareholder accounts. ING Fund Services has
retained DST to act as the Fund's transfer agent and First Data to act as the
Fund's fund accounting agent. DST is located at 333 W. 11th Street, Kansas City,
MO 64105, and First Data is located at 4400 Computer Drive, Westborough, MA
01581-5120.
DISTRIBUTION EXPENSES

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

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

The Fund has adopted a Shareholder Servicing Plan pursuant to which it may
pay a service fee up to an annual rate of 0.25% of the Fund's average daily net
assets to various banks, trust companies, broker-dealers or other financial
organizations including the Manager and its affiliates (collectively, "Service
Organizations"). Under the Shareholder Servicing Plan, fees may be used to
compensate Service Organizations who provide administrative and support services
to their customers who may from time to time beneficially own shares of
beneficial interest in the Fund, which may include, but is not limited to, (i)
answering routine customer inquiries regarding the Fund; (ii) assisting
customers in changing dividend options, account designations and addresses, and
in enrolling into any of several investment plans offered by the Fund; (iii)
assisting in processing purchase and redemption transactions, including
arranging wire transfers, transmitting and receiving funds, and verifying
customer signatures; and (iv) providing such other similar services directly to
their customers to the extent permitted under applicable statutes, rules and
regulations.
<PAGE> 11
8 ING FUNDS TRUST
- --------------------------------------------------------------------------------

OTHER EXPENSES

The Fund bears all costs of its operations other than expenses specifically
assumed by the Manager. The costs borne by the Fund 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 Fund's
portfolio securities; expenses of registering and qualifying the Fund's shares
for sale with the SEC and with various state securities commissions; expenses of
obtaining quotations on the Fund's portfolio securities and pricing of the
Fund's shares; expenses of maintaining the Fund's legal existence and of
shareholders' meetings; and expenses of preparation and distribution to existing
shareholders of reports, proxies and prospectuses. Expenses of the Fund directly
attributable to the Fund are charged to it; other expenses are allocated
proportionately among all of the Funds of the Trust in relation to the net
assets of each Fund.
PORTFOLIO TRANSACTIONS

Pursuant to the Sub-Advisory Agreement, the Sub-Adviser places orders for
the purchase and sale of portfolio investments for the Fund's 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 Fund, the Sub-Adviser
will seek the best execution of the Fund's 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 the Fund. Purchases and sales of
portfolio debt securities for the Fund 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 Fund. 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 the 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
Fund in excess of the commissions another broker-dealer would have charged if
the Sub-Adviser believes the commission paid is reasonable in relation to the
value of the brokerage and research services received by the Sub-Adviser.
Broker-dealers are selected on the basis of a variety of factors such as
reputation, capital strength, size and difficulty of order, sale of Fund shares
and research provided to the Sub-Adviser. The Sub-Adviser may allocate purchase
and sales orders for portfolio securities to broker-dealers that are affiliated
with the Manager, the Sub-Adviser or Distributor in agency transactions, if the
Sub-Adviser believes the quality of the transaction and commissions are
comparable to what they would be with other qualified brokerage firms.

FUND SHARE VALUATION

The net asset value per share of the Fund 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 the Fund are
charged to it; other expenses are allocated proportionately among the funds of
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.
<PAGE> 12
ING FUNDS TRUST 9
- --------------------------------------------------------------------------------

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

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

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

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

The following wire instructions should be used:
Investors Fiduciary Trust Company
ABA 101003621
A/C# 756-095-8
Credit to ING Internet Fund
For Account of [insert your ING Fund Account Number]

By Automated Clearing House. You can purchase additional Fund shares by
transferring funds from the bank account designated by you. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. To establish this feature, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form by calling the Fund at 1-877-INFO-ING. Once the form is
completed, returned, and updated to your account, you can initiate a purchase by
calling the Fund at 1-877-INFO-ING with the amount of your purchase and an
authorization to debit your designated account will be issued. The debit to your
bank account will occur ordinarily within two banking days of your request.
<PAGE> 13
10 ING FUNDS TRUST
- --------------------------------------------------------------------------------

DESCRIPTION OF CLASS A SHARES --
INITIAL SALES CHARGE ALTERNATIVE

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

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

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

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

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

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

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

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

Additionally, no sales charge is imposed on the following transactions: (i)
shares issued in plans of reorganization, such as mergers, asset acquisitions
and exchange offers, to which the Fund is a party; (ii) shares purchased by the
reinvestment of distributions received from the Fund; (iii) shares purchased and
paid for with the proceeds of shares redeemed in the prior 180 days from a
mutual fund on which an initial sales charge or CDSC was paid (other than a
mutual fund managed by the
<PAGE> 14
ING FUNDS TRUST 11
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

To determine whether the Class B CDSC applies to a redemption, the Fund
redeems shares in the following order: (i) shares acquired by reinvestment of
dividends and capital gains distributions; (ii) shares held for over six years;
and (iii) shares in the order they were purchased (such that shares held the
longest are redeemed first). The amount of the Class B CDSC will depend on the
number of years since the
<PAGE> 15
12 ING FUNDS TRUST
- --------------------------------------------------------------------------------

time you invested and the dollar amount being redeemed, according to the
following schedule:

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

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

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

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

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

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

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

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

Rule 12b-1 Fees. Pursuant to a Plan of Distribution adopted by the Fund
under Rule 12b-1 under the 1940 Act, the Fund pays the Distributor an annual fee
of up to 0.75% of average daily net assets attributable to its Class C shares.
This
<PAGE> 16
ING FUNDS TRUST 13
- --------------------------------------------------------------------------------

fee is higher than the amount paid in connection with the Class A shares, but
the same as the amount paid in connection with the Class B and Class X shares of
the Fund.
IRAS AND QUALIFIED RETIREMENT PLANS

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

If (i) an account opened in the 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 the Fund determines that a shareholder has provided incorrect
information in opening an account with the Fund or in the course of conducting
subsequent transactions with the Fund related to such account, the Fund may, in
its discretion, redeem the account and distribute the proceeds of such
redemption to the shareholder.
REINSTATEMENT PRIVILEGE (CLASS A SHARES ONLY)

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

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

PURCHASE PLANS

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

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

ING Directed Federal Deposit Plan. ING Directed Federal Deposit Plan
enables you to purchase Fund shares (minimum of $50 per transaction) by having
Federal salary, Social Security, or certain veterans', military or other
payments from the Federal government automatically deposited into your Fund
account. You may deposit as much of
<PAGE> 17
14 ING FUNDS TRUST
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such payments as you elect. To enroll in this plan you must file with the
Transfer Agent a completed Directed Deposit Sign-Up Form for each type of
payment that you desire to include in this plan. The appropriate form may be
obtained from the Fund by calling 1-877-INFO-ING. Death or legal incapacity will
terminate your participation in this plan. You may elect at any time to
terminate your participation by notifying in writing the appropriate Federal
agency. The Fund may terminate your participation upon 30 days' notice to you.

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

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

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

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

Once the shares are redeemed, the Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next business day. The
Fund 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 Fund may suspend redemptions or postpone payment dates. No
interest or additional dividends will be earned on amounts represented by
uncashed redemption checks or misapplied wire payments.

To ensure acceptance of your redemption request, it is important to follow
the procedures described below. Although the Fund has no present intention to do
so, the Fund reserves the right to refuse or to limit the frequency of any
telephone or wire redemptions. Of course, it may be difficult to place orders by
telephone during periods of severe market or economic change, and a shareholder
should consider alternative methods of communications, such as couriers. The
Fund may modify or terminate its services and provisions at any time. If the
Fund terminates 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.

By Telephone. You may redeem your shares by calling the Fund at
1-877-INFO-ING. You should be prepared to give the telephone representative the
following information: (i) your account number, social security number and
account registration; (ii) the Fund name from which you are redeeming shares;
and (iii) the amount to be redeemed. The conversation may be recorded to protect
you and the Fund. Telephone redemptions are available unless the shareholder
specifically declines this option on the Account Application and may only
<PAGE> 18
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be sent to the address of record or preassigned wire instructions. The Fund
employs reasonable procedures to confirm that instructions communicated by
telephone are genuine. If the Fund fails to employ such reasonable procedures,
they may be liable for any loss, damage or expense arising out of any telephone
transactions purporting to be on a shareholder's behalf. In order to assure the
accuracy of instructions received by telephone, the Fund requires some form of
personal identification prior to acting upon instructions received by telephone,
record telephone instructions and provide written confirmation to investors of
such transactions. Telephone redemptions will be suspended for a period of 15
days following a telephone address change.

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

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

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

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

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

All redemptions of shares of the Fund shall be made in cash, except that
the commitment to redeem shares in cash extends only to redemption requests made
by each shareholder of the Fund during any 90-day period of up to the lesser of
$250,000 or 1% of the net asset value of the 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 Fund 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 Fund 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 the 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 the Fund are valued. If the
recipient were to sell such securities he or she may receive more or less than
the value of such securities as determined above, and might incur brokerage
charges.

REDEMPTION PLANS

The Trust offers various redemption plans that make redeeming shares of the
Fund more convenient than by mail or wire. The following are the plans offered
and the features of the plans. Please contact the Fund at 1-877-INFO-ING for the
appropriate authorization form. These redemption plans are currently not
available for investors that invested through IRAs or any qualified plans.
<PAGE> 19
16 ING FUNDS TRUST
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Systematic Withdrawal Plan. An owner of $10,000 or more of the Fund may
elect to have periodic redemptions from his or her account to be paid on a
monthly, quarterly, semi-annual or annual basis. The minimum periodic payment is
$50. A sufficient number of shares to make the scheduled redemption will
normally be processed on the selected day of the selected month(s). Depending on
the size of the payment requested and fluctuation in the net asset value, if
any, of the shares redeemed, redemptions for the purpose of making such payments
may reduce or even exhaust the account. A shareholder may request that these
payments be sent to a predesignated bank or other designated party. Capital
gains and dividend distributions paid to the account will automatically be
reinvested at net asset value on the distribution payment date.

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

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

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

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

EXCHANGE OF FUND SHARES

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

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

An exchange is taxable as a sale of a security on which a gain or loss may
be recognized. Shareholders will receive written confirmation of the exchange
following completion of the transaction. You may exchange your shares using any
of the following methods:

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.
<PAGE> 20
ING FUNDS TRUST 17
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Exchange by Telephone. To exchange Fund shares by telephone or if you have
any questions simply call the Fund at 1-877-INFO-ING. You should be prepared to
give the telephone representative the following information: (i) your account
number, social security or tax identification number and account registration;
(ii) the name of the Fund from and the Fund into which you wish to transfer your
investment; and (iii) the dollar or share amount you wish to exchange. Telephone
exchanges are available unless the shareholder specifically declines this option
on the Account Application. Telephone exchanges will be suspended for a period
of ten days following a telephone address change. See "Redemption of Fund
Shares -- By Telephone" for a discussion of telephone transactions generally.

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

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

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

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

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

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

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

The 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, the 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.

The 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
Fund will pay those dividends annually. The 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 Fund qualifies as regulated investment companies for federal
income tax purposes, the Fund, in computing its income subject to federal income
tax, is entitled
<PAGE> 21
18 ING FUNDS TRUST
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to deduct all dividends other than "preferential" dividends paid by it to
shareholders during the taxable year. "Preferential" dividends are dividends
other than dividends which have been distributed to shareholders pro rata
without preference to any share of the Fund as compared with other shares of the
same class and without preference to one class of shares as compared with
another, except in accordance with the former's dividend rights as a class. The
Fund believes that a multiple-class structure having all of the features of the
multiple-class structure of the Fund would not result in dividends being treated
as "preferential." The Fund's belief is not binding on the Internal Revenue
Service (the "IRS"), no ruling has been obtained by the Fund from the IRS on the
matter and there can be no guarantee that the IRS will agree with the Fund on
this matter. The Fund's 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 Fund's conclusions. The Fund does not believe that a multiple-class
structure having all of the features of the multiple-class structure of the
Funds has been considered by the IRS in other rulings. If dividends declared and
paid by the 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 the 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 the Fund to be treated as a regulated
investment company, could have additional personal income tax consequences for
shareholders of the Fund, including the taxation of distributions as ordinary
income that otherwise would have been classified as net capital gains.

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

Earnings of the Fund 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, the Fund intends to comply with this
distribution requirement.

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

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

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

In the event the Fund makes the election described above to pass through
non-U.S. taxes to shareholders, shareholders will be required to include in
income (in addition to any distributions received) their proportionate portion
of the amount of non-U.S. taxes paid by the Fund and will be entitled to claim
either a credit or deduction for their portion of such taxes in computing their
U.S. Federal income tax liability. Availability of such a credit or deduction is
subject to certain limitations. Shareholders will be informed each year in which
the Fund makes the election regarding the amount and nature of foreign taxes to
be included in their income for U.S. Federal income tax purposes.

Shareholders should also note that certain gains or losses attributable to
fluctuations in exchange rates or foreign currency forward contracts may
increase or decrease the amount of income of the Fund available for distribution
to
<PAGE> 22
ING FUNDS TRUST 19
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shareholders, and should note that if such losses exceed other income during a
taxable year, the Fund would not be able to pay ordinary income dividends.

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

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

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

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

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

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

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

Investment in Foreign Securities. The Fund 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.

Convertible and Exchangeable Securities. The Fund is permitted to invest
in convertible and exchangeable securities, subject to the rating and quality
requirements specified with respect to the 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
<PAGE> 23
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stock are liabilities of the issuer but are generally subordinated to senior
debt of the issuer.

Depositary Receipts. 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 Fund 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 the Fund's possible inability to convert
proceeds realized upon the sale of portfolio securities of the affected foreign
companies immediately into U.S. currency.

U.S. Treasury Obligations. The Fund 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. 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. 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 the Fund.

Corporate Debt Securities. The Fund may purchase corporate debt
securities, subject to the rating and quality requirements specified with
respect to the Fund. The Fund 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 Fund in commercial paper and corporate
debt obligations of domestic issuers. These investments, therefore, are not
expected to involve significant additional risks as compared to the risks of
investing in comparable domestic securities. Generally, all foreign investments
carry with them both opportunities and risks not applicable to investments in
securities of domestic issuers, such as risks of foreign political and economic
instability, 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
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(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. The Fund is permitted to invest in
mortgage-related securities subject to the rating and quality requirements
specified with respect to the 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 the 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 Fund 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. The Fund is permitted to invest in asset-backed
securities, subject to the rating and quality requirements specified by the
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 Fund's
investment objective, policies and quality standards, the 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.

Domestic and Foreign Bank Obligations. 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
Fund will not invest in any obligations of its affiliates, as defined under the
1940 Act.

The Fund limits its investment in United States bank obligations to
obligations of United States banks (including foreign branches). The Fund limits
its investment in foreign bank obligations to United States dollar-denominated
obligations of foreign banks (including United States branches of foreign banks)
which in the opinion of the Sub-Adviser, are of an investment quality comparable
to obligations of United States banks which may be purchased by the Fund.
<PAGE> 25
22 ING FUNDS TRUST
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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 Fund.

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. The 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 Fund will not actively trade in STRIPS.

The Fund 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.

Variable rate demand obligations. 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 the Fund to invest fluctuating
amounts at varying rates of interest pursuant to direct arrangements between the
Fund, as lender, and the borrower. Because the obligations are direct lending
arrangements between the Fund and the borrower, they will not generally be
traded, and there is no secondary market for them, although they are redeemable
(and thus immediately repayable by the borrower) at principal amount, plus
accrued interest, at any time. The borrower also may prepay up to the full
amount of the obligation without penalty. While master demand obligations, as
such, are not typically rated by credit rating agencies, if not so rated, the
Fund may, under its minimum rating standards, invest in them only if, in the
opinion of the Sub-Adviser, they are of an investment quality comparable to
other debt obligations in which the Fund may invest. See the SAI for further
details on variable rate demand obligations and variable rate master demand
obligations.

Open-End and Closed-End Investment Companies. The 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. The Fund may purchase put and call options and
write covered put and call options on securities in which the 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
<PAGE> 26
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receives a premium, has the obligation to buy the underlying security, upon
exercise, at the exercise price during the option period.

The Fund 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 the 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 the 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 Fund foregoes the opportunity for profit from a price
increase in the underlying security above the exercise price so long as the
option remains open, but retains the risk of loss should the price of the
security decline. In return for the premium received for a put option, the Fund
assumes 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 Fund 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
Fund will succeed in negotiating a closing out of a particular OTC option at any
particular time. If the Fund, as covered call option writer, is unable to effect
a closing purchase transaction in the secondary market or otherwise, it will not
be able to sell the underlying security until the option expires or it delivers
the underlying security upon exercise.

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

Futures, Related Options and Options on Stock Indices. The Fund 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. The 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.

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 Fund 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.

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, the
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, the 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 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 stock indices only to close out existing positions.

Interest Rate Futures Contracts. The Fund 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 the 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 the Fund's current portfolio
securities. The Fund will engage in such transactions primarily for bona fide
hedging purposes.

Options on Interest Rate Futures Contracts. The Fund may purchase put and
call options on interest rate futures contracts, which give the 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. The Fund may also
write (sell) put and call options on such futures contracts. For options on
interest rate futures that the Fund writes, the 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, the Fund will purchase or
sell options on interest rate futures contracts primarily for bona fide hedging
purposes.

Foreign Exchange Contracts. 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 Fund
usually effects currency exchange transactions on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign exchange market. The Fund incurs foreign
exchange expenses in converting assets from one currency to another.

The Fund 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 Fund 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 Fund's
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 Fund's 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 Fund does not intend to maintain a
net exposure to such contracts where the fulfillment of the Fund's obligations
under such contracts would obligate the Fund 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 Fund will not enter into these contracts
for
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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. The Fund may purchase
securities on a when-issued and delayed-delivery basis and may purchase or sell
securities on a forward commitment basis. When-issued or delayed-delivery
transactions arise when securities are purchased by the 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 the Fund to
purchase or sell securities at a specified future date. When the 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 the 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 Fund
and may contribute to volatility of the Fund's net asset value. For further
information, see the SAI.

Loans of Portfolio Securities. To increase current income, the Fund may
lend its portfolio securities in an amount up to 33 1/3% of the 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 Fund and are subject to the same risks
as repurchase agreements. For further information, see the SAI.

Repurchase Agreements. The Fund 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 the 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, the Fund
may experience a loss of income from the loaned securities and a decrease in the
value of any collateral, problems in exercising its rights to the underlying
securities and costs and time delays in connection with the disposition of
securities. The 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. The 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 the Fund's net asset value; money borrowed will be subject to
interest and other costs (which may include commitment fees and/or the cost of
maintaining minimum average balances), which may or may not exceed the income
received from the securities purchased with borrowed funds. The use of borrowing
tends to result in a faster than average movement, up or down, in the net asset
value of the Fund's shares. The Fund also may be required to maintain minimum
average balances in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate.

Reverse Repurchase Agreements. The Fund may also enter into reverse
repurchase agreements. Pursuant to a reverse repurchase agreement, the Fund will
sell portfolio securities and agree to repurchase them from the buyer at a
particular date and price. Whenever the 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 the Fund under the 1940
Act.

Portfolio Turnover. The Fund generally will not engage in the trading of
securities for the purpose of realizing short-term profits, but the 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 investment
objective. For example, the 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 the Fund considers it
advantageous to purchase or sell securities. The Fund does not anticipate that
its annual portfolio turnover rate will exceed the 250%. A high rate of
portfolio turnover involves correspondingly greater transaction expenses than a
lower rate, which expenses must be borne by the Fund and its shareholders.
<PAGE> 29
26 ING FUNDS TRUST
- --------------------------------------------------------------------------------

RISKS OF INVESTING IN THE FUND

General. The price per share of the Fund will fluctuate with changes in
value of the investments held by the Fund. For example, the value of the Fund's
shares will generally fluctuate inversely with the movements in interest rates.
Shareholders of the 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 the 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.

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 the Fund invests will cause the net asset value of
the Fund to fluctuate.

Investments in mid- and small-capitalization companies involve greater risk
than is customarily associated with larger, more established companies due to
the greater business risks of small size, limited markets and financial
resources, narrow product lines and the frequent lack of depth of management.
The securities of smaller companies are often traded over-the-counter and may
not be traded in volumes typical on a national securities exchange.
Consequently, the securities of smaller companies may have limited market
stability and may be subject to more abrupt or erratic market movements than
securities of larger, more established growth companies or the market averages
in general.

Internet Specific Risks. Internet and internet-related companies are
generally subject to the rate of change in technology, which is higher than
other industries. In addition, many products and service of companies engaged in
the internet and internet-related activities are also subject to relatively high
risks of rapid obsolescence cause by progressive scientific and technological
advances.

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 Fund's 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 the 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
the Fund's securities will not affect cash income derived from these securities
but will affect the Fund's net asset value.

Securities held by the 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 the Fund's shares.

obligation as a writer continues, the 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, the Fund has no control over the time when it may be required to
fulfill its obligation as a writer of the option. Once the 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 Fund's 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 Fund's portfolios diverge from the composition of the relevant index. Such
imperfect correlation may prevent the Fund from achieving the intended hedge or
may expose the Fund to risk of loss. In addition, if the Fund purchases futures
to hedge against market advances before they can invest in common stock in an
advantageous manner and the market declines, the Fund might create a loss on the
futures contract. Particularly in the case of options on stock index futures and
on stock indices, the Fund's 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
Fund's portfolio securities. The Fund believes that the Sub-Adviser possesses
the skills necessary for the successful utilization of such transactions.

The Fund is 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 the Fund's liquidating value after taking
into account unrealized profits and unrealized losses, and excluding any in-
the-money option premiums paid. The Fund will not market, and is not marketing,
itself as a commodity pool or otherwise as a vehicle for trading in futures and
related options. The Fund 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. The Fund may
borrow for other than temporary or emergency purposes, lend its securities,
enter reverse repurchase agreements, and purchase securities on a when issued or
forward commitment basis. In addition, the Fund 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 Fund uses 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 the 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
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. So long as the 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 the 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 the 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, the 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 the Fund were not leveraged. In an extreme case, if the Fund's current
investment income were not sufficient to meet the interest expense of
leveraging, it could be necessary for the Fund to liquidate certain of its
investments at an inappropriate time. The use of leverage may be considered
speculative.

Non-diversified Investment Companies. The Fund is classified as a
non-diversified investment companies 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
<PAGE> 31
28 ING FUNDS TRUST
- --------------------------------------------------------------------------------

percentage of the Fund's assets in the securities of a small number of issuers
may cause its share price to fluctuate more than that of a diversified
investment company.

Concentration. The Fund "concentrates" (for purposes of the 1940 Act) its
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, the 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 Fund could be adversely affected if the computer systems used by the Manager
and the Fund's other service providers do not properly process and calculate
date-related information for the Year 2000 and beyond. The Fund has been
informed that the Manager, and the Fund's 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 Fund has no reason to believe that (i) the Year 2000 plans of the
Manager and the Fund's other service providers will not be completed by
December, 1999, and (ii) the costs currently associated with the implementation
of its plans will have material adverse impact on the business, operations or
financial condition of the Fund or its service providers.

In addition, the Year 2000 problem may adversely affect the companies in
which the Fund invests. 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 Fund's service providers are unknown to the Fund at
this time, no assurance can be made that such costs or consequences will not
have a material adverse impact on the Fund or its service providers.

The Fund 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 replaced 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 Fund.

The Fund has been informed that the Manager, and the Fund's 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 Fund
at this time, no assurance can be made that such consequences will not have a
material adverse impact on the Fund. The Fund and the Manager will continue to
monitor developments relating to the conversion.

OTHER INFORMATION

CAPITALIZATION

ING Funds Trust was organized as a Delaware business trust on July 30, 1998
and currently consists of 23 separately managed portfolios, each of which is
divided into Class A, B, C, X and I shares, except the ING National Tax-Exempt
Bond Fund and the ING National Tax-Exempt Money Market Fund which are divided
into Class A, B and C shares only. The Board of Trustees may establish
additional portfolios in the future. The capitalization of the Fund consists
solely of an unlimited number of shares of beneficial interest with a par value
of $0.001 each. When issued, shares of the Fund are fully paid, non-assessable
and freely transferable.
VOTING

Shareholders have the right to vote in the election of Trustees and on any
and all matters on which, by law or under the provisions of the Declaration of
Trust, they may be entitled to vote. The Fund is not required to hold regular
annual meetings of shareholders and do not intend to do so.
<PAGE> 32
ING FUNDS TRUST 29
- --------------------------------------------------------------------------------

The Declaration of Trust provides that the holders of not less than
two-thirds of the outstanding shares of the funds of the Trust 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 of the Trust 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 the Fund means the vote of the lesser of:
(i) 67% of the shares of the Fund 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 the Fund.
PERFORMANCE INFORMATION

The 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 Fund are mandated by the
SEC.

Quotations of average annual total return for the Fund will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in the Fund over periods of since inception, 1, 3, 5 and 10 years (up
to the life of the 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 the 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 objective and policies, characteristics and quality of the Fund 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 Fund,
see the SAI.
ACCOUNT SERVICES

All transactions in shares of the Fund 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 Fund has been advised that the statement may be transmitted to the customer
at the discretion of the Service Organization.

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

Investors Fiduciary Trust Co. acts as the Fund's Custodian. Pursuant to the
Custodian Agreement, the Custodian is responsible for holding the 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 Fund's 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 Fund prohibits all affiliated
personnel from engaging in personal investment activities which compete with or
attempt to take advantage of the 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 Fund at ING
Funds, P.O. Box 419416, Kansas City, MO 64141-6416. Alternatively, you may call
the Fund at 1-877-INFO-ING.
<PAGE> 33

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 34
MANAGER TRANSFER AGENT

ING Mutual Funds Management Co. LLC DST Systems, Inc.
1475 Dunwoody Drive 333 W. 11th Street
West Chester, PA 19380-1478 Kansas City, MO 64105

SUB-ADVISER 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

DISTRIBUTOR LEGAL COUNSEL

ING Funds Distributor, Inc. Paul, Weiss, Rifkind,
1475 Dunwoody Drive Wharton & Garrison
West Chester, PA 19380-1478 1285 Avenue of the Americas
New York, NY 10019-6064

CUSTODIAN

Investors Fiduciary Trust Co.
801 Pennsylvania Street
Kansas City, MO 64105

[ING FUNDS LOGO]

<PAGE> 35
FINANCIAL SERVICES INTERNATIONAL NORTH AMERICA

ING FUNDS PROSPECTUS

JULY 1, 1999

Class X Shares

ING Internet Fund

[ING FUNDS LOGO]
<PAGE> 36

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

The 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 X shares
are offered in this Prospectus and may be purchased only by certain qualified
investors (including, but not limited to, IRAs, Roth IRAs, Education IRAs, SEP
IRAs, Simple IRAs and 403(b)(7) plans). The Class A, Class B, Class C and Class
I shares are offered under separate prospectuses. The Class I shares may be
purchased only by retirement plans affiliated with ING Group. Shares of the Fund
are sold to the public by ING Funds Distributor, Inc. (the "Distributor").

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

July 1, 1999
<PAGE> 37

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HIGHLIGHTS.................................................. 1
FUND EXPENSES............................................... 4
THE INVESTMENT POLICIES AND PRACTICES OF THE FUND........... 5
MANAGEMENT OF THE FUND...................................... 6
FUND SHARE VALUATION........................................ 8
PURCHASE OF FUND SHARES..................................... 9
REDEMPTION OF FUND SHARES................................... 10
EXCHANGE OF FUND SHARES..................................... 11
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................... 12
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES.......... 13
RISKS OF INVESTING IN THE FUND.............................. 20
OTHER INFORMATION........................................... 23
</TABLE>
<PAGE> 38
ING FUNDS TRUST 1
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HIGHLIGHTS

THE FUND

Some of the companies in which the Fund may invest in are small- and
mid-capitalization companies. Investments in small- and mid-capitalizaton
companies involve greater risk than is customarily associated with larger, more
established companies due to the greater business risks of small size, limited
markets and financial resources, narrow product lines and the frequent lack of
depth of management. The securities of smaller companies are often traded
over-the-counter and may not be traded in volumes typical on a national
securities exchange. Consequently, the securities of smaller companies may have
limited market stability and may be subject to more abrupt or erratic market
movements than securities of larger, more established growth companies or the
market averages in general.

Foreign Securities. Investments in securities of issuers in any foreign
country involve special risk considerations not typically associated with
investing in U.S. companies.

Concentration. The ING Internet Fund "concentrates" (for purposes of the
1940 Act) its assets in securities related to
<PAGE> 39
2 ING FUNDS TRUST
- --------------------------------------------------------------------------------

a particular sector or industry. As a result, the 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 Fund,
see "Risks of Investing in the Fund."
MANAGEMENT OF THE FUND

As manager of the Fund, 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 the Fund by its
Sub-Adviser. The Manager also provides certain administrative services necessary
for the Fund's 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 the Fund. See "Fund Expenses -- Fee
Table" and "Management of the Fund -- The Manager." The Sub-Adviser is an
indirect subsidiary of ING Group and is an affiliate of the other sub-advisers
of the ING Family of Funds and the Manager and ING Funds Distributor, Inc.
("Distributor").

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

Class X Shares. Class X shares are sold without an initial sales charge,
but are subject to a contingent deferred sales charge ("CDSC") of 5.00% if
redeemed within one year of purchase, with declining charges for redemptions
thereafter up to six years after purchase. In addition, investors purchasing
Class X shares will receive, as a bonus, additional shares having a value equal
to 2.00% of the amount invested ("Bonus Shares"). The Distributor has undertaken
to pay for Bonus Shares as part of its services to the Fund. Shares purchased by
the reinvestment of dividends or capital gains distributions are not eligible
for Bonus Shares. Class X shares are also subject to a higher annual Rule 12b-1
fee than Class A shares -- up to 0.75% of the Fund's average daily net assets
attributable to Class X shares. However, after eight years, Class X shares
automatically will be converted to Class A shares at no charge to the investor,
resulting in a lower Rule 12b-1 fee thereafter. Class X shares provide the
benefit of putting all dollars to work from the time of investment, but will
have a higher expense ratio and may pay lower dividends than Class A shares due
to the higher Rule 12b-1 fee and any other class specific expenses. See
"Purchase of Fund Shares."
<PAGE> 40
ING FUNDS TRUST 3
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Class A, Class B, Class C and Class I Shares. The Fund offers Class A,
Class B, Class C and Class I shares under separate prospectuses. These Classes
of shares have different sales charges and other expenses, which may affect
performance. The Class I shares may be purchased only by retirement plans
affiliated with ING Group. If you are interested in further information
concerning the Class A, Class B, Class C or Class I shares, please call the Fund
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
Fund -- Shareholder Servicing Plan" and "Management of the Fund -- Fund
Accountant, Transfer Agent and Account Services."
<PAGE> 41
4 ING FUNDS TRUST
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FUND EXPENSES

FEE TABLE

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

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

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

EXPENSE EXAMPLES:

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

<TABLE>
<CAPTION>
FULL REDEMPTION* NO REDEMPTION**
---------------- ----------------
1 YEAR 3 YEARS 1 YEAR 3 YEARS
------ ------- ------ -------
<S> <C> <C> <C> <C>
ING INTERNET FUND
Class X Shares.......................... $73 $112 $23 $72
</TABLE>

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

<TABLE>
<S> <C>
* Full Redemption. You would have paid the above expenses on
a $1,000 investment, assuming a hypothetical 5% annual
return and full redemption of your shares at the end of each
period shown.
** No Redemption. You would have paid the above expenses on a
$1,000 investment, assuming a hypothetical 5% annual return
and no redemption of your shares at the end of each period
shown.
</TABLE>

THE EXAMPLES PROVIDED SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF THE
FUND'S PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. IN ADDITION, WHILE THE EXAMPLES ASSUME A 5% ANNUAL RETURN, THE
FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN THAT IS
GREATER OR LESS THAN 5%.
<PAGE> 42
ING FUNDS TRUST 5
- --------------------------------------------------------------------------------

THE INVESTMENT POLICIES AND PRACTICES OF THE FUND

The SEC currently requires the Fund to invest at least 65% of its total
assets in investments that are consistent with its name (e.g., the ING Internet
Fund must invest at least 65% of its total assets in equity securities of
internet technology companies). To the extent the SEC changes the percentage of
the Fund's assets that must be invested in investments that are consistent with
its name, the 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.
<PAGE> 43
6 ING FUNDS TRUST
- --------------------------------------------------------------------------------

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

MANAGEMENT OF THE FUND

The Trust pays the Manager for its services under the Management Agreement
a fee, payable monthly, based on the average daily net assets of the Fund at an
annual rate equal to 1.25%.
THE SUB-ADVISER

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 Internet Fund. IIMA is registered with the SEC as an
investment adviser. 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 $130 billion
at March 31, 1999.
<PAGE> 44
ING FUNDS TRUST 7
- --------------------------------------------------------------------------------

The Fund is managed by a team of three investment professionals led by Mr.
Guy Uding. Mr. Uding has been employed by IIMA and its affiliates since 1995 and
has four years of investment experience.

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays to
IIMA a monthly fee based on the average daily net assets of the Fund at an
annual rate equal to 0.625%.
THE DISTRIBUTOR

Pursuant to a Plan of Distribution adopted by the Fund under Rule 12b-1
under the 1940 Act, the Fund pays the Distributor an annual fee of up to 0.75%
of average daily net assets attributable to its Class X shares.

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

The Fund has adopted a Shareholder Servicing Plan pursuant to which it may
pay a service fee up to an annual rate of 0.25% of the Fund's average daily net
assets to various banks, trust companies, broker-dealers or other financial
organizations including the Manager and its affiliates (collectively, "Service
Organizations"). Under the Shareholder Servicing Plan, fees may be used to
compensate Service Organizations who provide administrative and support services
to their customers who may from time to time beneficially own shares of
beneficial interest in the Fund, which may include, but is not limited to, (i)
answering routine customer inquiries regarding the Fund; (ii) assisting
customers in changing dividend options, account designations and addresses, and
in enrolling into any of several investment plans offered by the Fund; (iii)
assisting in processing purchase and redemption transactions, including
arranging wire transfers, transmitting and receiving funds, and verifying
customer signatures; and (iv) providing such other similar services directly to
their customers to the extent permitted under applicable statutes, rules and
regulations.
<PAGE> 45
8 ING FUNDS TRUST
- --------------------------------------------------------------------------------

OTHER EXPENSES

PORTFOLIO TRANSACTIONS

FUND SHARE VALUATION

The net asset value per share of the Fund 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 the Fund are
charged to the Fund; other expenses are allocated proportionately among the
Funds 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.
<PAGE> 46
ING FUNDS TRUST 9
- --------------------------------------------------------------------------------

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 the 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 Fund. Certificates
for shares are not issued. Contributions to IRAs and qualified retirement plans
are subject to prevailing limits set by the Internal Revenue Service. An annual
maintenance fee is imposed per a taxpayer identification number per a plan type.
The Fund reserves the right to reject any purchase order. All investments may be
made using any of the following methods:

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

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

Although Class X shares are sold without an initial sales charge, a CDSC
will be imposed if shares are redeemed within six years of purchase. The Class X
CDSC will not apply to redemptions of Bonus Shares or shares purchased by the
reinvestment of dividends or capital gains distributions and may be waived under
certain circumstances described below. The Class X CDSC will be assessed on the
lesser of the net asset value of the shares at the time of redemption or at the
time of purchase. The Class X CDSC will not be imposed on the amount of any
increase in your account value over the amount invested. The Class X CDSC is
paid to the Distributor to reimburse expenses incurred in providing
distribution-related services to the Fund in connection with the sale of Class X
shares. Although Class X shares are sold without an initial sales charge, the
Distributor normally pays a sales commission of 2.50% of the purchase price of
Class X shares to the dealer from its own resources at the time of the sale. The
Distributor, ING Fund Services and their agents may assign their right to
receive any Class X CDSC, certain distribution, shareholder servicing and
account servicing fees to an entity affiliated with the Manager that provides
funding for up-front sales commission payments.
<PAGE> 47
10 ING FUNDS TRUST
- --------------------------------------------------------------------------------

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

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

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

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

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

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

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

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

Where purchases are made by check in the 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, the Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next business day. The
Fund 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
<PAGE> 48
ING FUNDS TRUST 11
- --------------------------------------------------------------------------------

the customary weekend or holiday closing or if an emergency condition as
determined by the SEC merits such action, the Fund 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 Fund may modify or terminate its services
and provisions at any time. If the Fund terminates 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:

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.

EXCHANGE OF FUND SHARES

HOW TO EXCHANGE SHARES

The Fund offers several convenient ways to exchange shares in the 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 the Fund in good order. If a shareholder exchanges shares subject to
a CDSC (such as the Class X shares) for the same shares of a different ING Fund,
the transaction will not be subject to a CDSC. However, when shares acquired
through the exchange are redeemed out of the ING Family of Funds, then the
<PAGE> 49
12 ING FUNDS TRUST
- --------------------------------------------------------------------------------

shareholder will be treated as if no exchange took place for the purpose of
determining the CDSC period and applying the CDSC.

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

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

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

TAX MATTERS

So long as the Fund qualifies as a regulated investment company for federal
income tax purposes, the Fund, in computing its income subject to federal income
tax, is entitled to deduct all dividends other than "preferential" dividends
paid by it to shareholders during the taxable year. "Preferential" dividends are
dividends other than dividends which have been distributed to shareholders pro
rata without preference to any share of the Fund as compared with other shares
of the same class and without preference to one class of shares as compared with
another, except in accordance with the former's dividend rights as a class. The
Fund believes that a multiple-class structure having all of the features of the
multiple-class structure of the Fund would not result in dividends being treated
as "preferential." The Fund's belief is not binding on the Internal Revenue
Service (the "IRS"), no ruling has been obtained by the Fund from the IRS on the
matter and there can be no guarantee that the IRS will agree with the Fund on
this matter. The Fund's 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 Fund's conclusions. The Fund does not believe that a multiple-class
structure having all of the features of the multiple-class structure of the
Funds has been considered by the IRS in other rulings. If dividends declared and
paid by the 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 the 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 the 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.

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

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

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

Investment in Foreign Securities. The Fund 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
<PAGE> 51
14 ING FUNDS TRUST
- --------------------------------------------------------------------------------

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.

Convertible and Exchangeable Securities. The Fund is permitted to invest
in convertible and exchangeable securities, subject to the rating and quality
requirements specified with respect to the 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.

U.S. Government Securities. U.S. Government securities are obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
U.S. Government securities include debt securities issued or guaranteed by U.S.
Government-sponsored enterprises and federal agencies and instrumentalities.
Some types of U.S. Government securities are supported by the full faith and
credit of the United States Government or U.S. Treasury guarantees, such as
mortgage-backed certificates guaranteed by the Government National Mortgage
Association ("GNMA"). Other types of U.S. Government securities, such as
obligations of the Student Loan Marketing Association, provide recourse only to
the credit of the agency or instrumentality issuing the obligation. In the case
of obligations not backed by the full faith and credit of the United
<PAGE> 52
ING FUNDS TRUST 15
- --------------------------------------------------------------------------------

States Government, the investor in the obligation must look to the agency
issuing or guaranteeing the obligation for ultimate repayment.

Corporate Debt Securities. The Fund may purchase corporate debt
securities, subject to the rating and quality requirements specified with
respect to the Fund. The Fund 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 Fund in commercial paper and corporate
debt obligations of domestic issuers. These investments, therefore, are not
expected to involve significant additional risks as compared to the risks of
investing in comparable domestic securities. Generally, all foreign investments
carry with them both opportunities and risks not applicable to investments in
securities of domestic issuers, such as risks of foreign political and economic
instability, 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.

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.

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, the Fund may, under its
minimum rating standards, invest in them only if, in the opinion of the
Sub-Adviser, they are of an investment quality comparable to other debt
obligations in which the Fund may invest. See the SAI for further details on
variable rate demand obligations and variable rate master demand obligations.

Options on Securities. The Fund may purchase put and call options and
write covered put and call options on securities in which the 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.

Futures, Related Options and Options on Stock Indices. The Fund 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. The 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
<PAGE> 55
18 ING FUNDS TRUST
- --------------------------------------------------------------------------------

of securities held in its portfolio or which it intends to purchase.

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."

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 Fund's 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 Fund's
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 Fund does
not intend to maintain a net exposure to such contracts where the fulfillment of
the Fund's obligations under such contracts would obligate the Fund 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 Fund 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.

and agree to repurchase them from the buyer at a particular date and price.
Whenever the 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 the Fund under the 1940 Act.

Portfolio Turnover. The Fund generally will not engage in the trading of
securities for the purpose of realizing short-
term profits, but the 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 investment objective. For example, the 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 the Fund considers it advantageous to purchase or sell securities. The Fund
does not anticipate that its annual portfolio turnover rate will exceed the
250%. A high rate of portfolio turnover involves correspondingly greater
transaction expenses than a lower rate, which expenses must be borne by the Fund
and its shareholders.

RISKS OF INVESTING IN THE FUND

Internet Specific Risks. Internet and internet-related companies are
generally subject to the rate of change in technology, which is higher than
other industries. In addition, many products and service of companies engaged in
the internet and internet-related activities are also subject to relatively high
risks of rapid obsolescence cause by progressive scientific and technological
advances.

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 the Fund's securities will not affect cash
income derived from these securities but will affect the Fund's net asset value.

Risks of Options and Futures Contracts. One risk involved in the purchase
and sale of futures and options is that the 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, the 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 the 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 the Fund's
income) but, as long as its obligation as a writer continues, the 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, the Fund has no control over the time when
it may be required to fulfill its obligation as a writer of the option. Once the
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.

its investment portfolio that is higher than interest expense incurred, if any,
leverage will result in higher current net investment income being realized by
the 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 the 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, the 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 the Fund were not leveraged. In an extreme case, if the Fund's current
investment income were not sufficient to meet the interest expense of
leveraging, it could be necessary for the Fund to liquidate certain of its
investments at an inappropriate time. The use of leverage may be considered
speculative.

Non-diversified Investment Companies. The 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 its share price to fluctuate more than that of a diversified
investment company.

Year 2000. Like other funds and business organizations around the world,
the Fund could be adversely affected if the computer systems used by the Manager
and the Fund's other service providers do not properly process and calculate
date-related information for the Year 2000 and beyond. The Fund has been
informed that the Manager, and the Fund's 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 Fund has no reason to believe that (i) the Year 2000 plans of the
Manager and the Fund's 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 Fund or its service providers.

In addition, the Year 2000 problem may adversely affect the companies in
which the Fund 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 Fund's service providers are unknown to the Fund at
this time, no assurance can be made that such costs or consequences will not
have a material adverse impact on the Fund or its service providers.

OTHER INFORMATION

CAPITALIZATION

VOTING

PERFORMANCE INFORMATION

ACCOUNT SERVICES

CUSTODIAN

CODE OF ETHICS

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

All written shareholder inquiries should be directed to the Fund at ING
Funds, P.O. Box 419416, Kansas City, MO 64141-6416. Alternatively, you may call
the Fund at 1-877-INFO-ING.
<PAGE> 62

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 63
MANAGER

ING Mutual Funds Management Co. LLC
1475 Dunwoody Drive
West Chester, PA 19380-1478

SUB-ADVISER

ING Investment Management Advisors B.V.
Schenkkade 65, 2595 AS
The Hague, The Netherlands

DISTRIBUTOR

ING Funds Distributor, Inc.
1475 Dunwoody Drive
West Chester, PA 19380-1478

CUSTODIAN

Investors Fiduciary Trust Co.
801 Pennsylvania Street
Kansas City, MO 64105

TRANSFER AGENT

DST Systems, Inc.
333 W. 11th Street
Kansas City, MO 64105

INDEPENDENT AUDITORS

Ernst & Young LLP
787 Seventh Avenue
New York, NY 10019

LEGAL COUNSEL

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064

[ING FUNDS LOGO] ING-INTPRO-X (7/99)
<PAGE> 64

STATEMENT OF ADDITIONAL INFORMATION

ING Funds Trust
P.O. Box 1239
Malvern, PA 19355-9836
General and Account Information: 1-877-INFO-ING

ING MUTUAL FUNDS MANAGEMENT CO. LLC, Investment Manager
("IMFC" or the "Manager")

ING FUNDS DISTRIBUTOR, INC., Distributor and Principal Underwriter
("IFD" or the "Distributor")

This Statement of Additional Information ("SAI") describes the shares of
23 funds (each, a "Fund" or, collectively, the "Funds") managed by IMFC. Each
Fund is a portfolio of ING Funds Trust (the "Trust"). The Funds are:

<TABLE>
<CAPTION>
Equity Funds Bond Funds Money Market Funds
- ------------ ---------- ------------------
<S> <C> <C>
ING Large Cap Growth Fund ING Intermediate Bond Fund ING U.S. Treasury Money
ING Growth & Income Fund ING High Yield Bond Fund Market Fund
ING Mid Cap Growth Fund ING International Bond Fund ING Money Market Fund
ING Small Cap Growth Fund ING Mortgage Income Fund ING National Tax-Exempt
ING Balanced Fund ING National Tax-Exempt Bond Fund Money Market 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 Internet Fund
ING Quality of Life Fund
</TABLE>
<PAGE> 65
The SAI is not a prospectus and is only authorized for distribution when
preceded or accompanied by a current prospectus for shares of the Funds. This
SAI contains additional and more detailed information than that set forth in the
Prospectus and should be read in conjunction with the Prospectus. The Prospectus
may be obtained without charge by writing or calling the Funds at the address
and information number printed above.

July 1, 1999
<PAGE> 66
iii

TABLE OF CONTENTS
Page

STATEMENT OF ADDITIONAL INFORMATION......................................... 1

INVESTMENT POLICIES......................................................... 1
U.S. TREASURY OBLIGATIONS.......................................... 1
U.S. GOVERNMENT SECURITIES......................................... 1
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES........................ 1
COMMERCIAL PAPER................................................... 2
CORPORATE DEBT SECURITIES.......................................... 2
MORTGAGE-RELATED SECURITIES........................................ 2
GNMA CERTIFICATES.................................................. 3
FNMA CERTIFICATES.................................................. 4
FHLMC SECURITIES................................................... 4
FHLMC CERTIFICATES................................................. 5
NON-AGENCY MORTGAGE-BACKED SECURITIES.............................. 5
ADJUSTABLE RATE MORTGAGE SECURITIES................................ 6
COLLATERALIZED MORTGAGE OBLIGATIONS................................ 6
REAL ESTATE SECURITIES............................................. 7
ASSET-BACKED SECURITIES............................................ 8
FOREIGN SECURITIES................................................. 9
CONVERTIBLE SECURITIES............................................. 9
VARIABLE RATE DEMAND OBLIGATIONS AND FLOATING RATE INSTRUMENTS..... 10
GUARANTEED INVESTMENT CONTRACTS.................................... 10
PRIVATE FUNDS...................................................... 11
OPTIONS ON SECURITIES.............................................. 11
OVER-THE-COUNTER OPTIONS........................................... 12
OPTIONS ON INDICES................................................. 13
FOREIGN CURRENCY OPTIONS........................................... 14
DOLLAR ROLL TRANSACTIONS........................................... 14
FOREIGN CURRENCY FUTURES TRANSACTIONS.............................. 15
FOREIGN GOVERNMENT OBLIGATIONS;
SECURITIES OF SUPRANATIONAL ENTITIES...................... 15
INTEREST RATE FUTURES CONTRACTS.................................... 16
SHORT SALES........................................................ 16
LOANS OF PORTFOLIO SECURITIES...................................... 17
REPURCHASE AGREEMENTS.............................................. 17
BORROWING.......................................................... 18
REVERSE REPURCHASE AGREEMENTS...................................... 18
<PAGE> 67
iv

LOWER-RATED SECURITIES............................................. 18
ILLIQUID SECURITIES................................................ 19
INVESTMENT RESTRICTIONS............................................ 21
MANAGEMENT......................................................... 22
Trustees and Officers..................................... 22
Trustees Biographies...................................... 23
Officers Biographies...................................... 23
Investment Manager........................................ 24
Sub-Advisers.............................................. 25
Distribution of Fund Shares............................... 26
Transfer Agent, Fund Accountant and Account Services...... 26
Rule 12b-1 Distribution Plan.............................. 26
Shareholder Servicing Plan................................ 27
DETERMINATION OF NET ASSET VALUE................................... 28
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION..................... 29
PORTFOLIO TRANSACTIONS............................................. 30
Portfolio Turnover........................................ 31
TAXATION........................................................... 32
OTHER INFORMATION.................................................. 38
Capitalization............................................ 38
Voting Rights............................................. 39
Custodian................................................. 39
Yield and Performance Information......................... 39
Independent Auditors...................................... 41
Registration Statement.................................... 41

APPENDIX.................................................................... 43

<PAGE> 68
INVESTMENT POLICIES

The Prospectus discusses the investment objectives of the Funds and the
policies to be employed to achieve those objectives. This section contains
supplemental information concerning certain types of securities and other
instruments in which the Funds may invest, the investment policies and portfolio
strategies that the Funds may utilize, and certain risks attendant to such
investments, policies and strategies.

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

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

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES (All Funds). The Funds may
purchase securities on a when-issued or delayed-delivery basis. For example,
delivery of and payment for these securities can take place a month or more
after the date of the transaction. The securities so purchased are subject to
market fluctuation during this period and no income accrues to the Fund until
settlement takes place. To facilitate such acquisitions, the Funds will maintain
with the custodian a separate account with a segregated portfolio of liquid
assets in an amount at least equal to the value of such commitments. On the
delivery dates for such transactions, each Fund will meet obligations from
maturities or sales of the securities held in the separate account and/or from
cash flow. While the Funds normally enter into these transactions with the
intention of actually receiving or delivering the securities, they may sell
these securities before the settlement date or enter into new commitments to
extend the delivery date into the future, if the Sub-Adviser considers such
action advisable as a matter of investment strategy. Such securities have the
effect of leverage on the Funds and may contribute to volatility of a Fund's net
asset value.
<PAGE> 69
2

COMMERCIAL PAPER (All Funds except ING U.S. Treasury Money Market
Fund). Commercial paper includes short-term unsecured promissory notes, variable
rate demand notes and variable rate master demand notes issued by domestic and
foreign bank holding companies, corporations and financial institutions and
similar taxable instruments issued by government agencies and instrumentalities.
All commercial paper purchased by the Money Market Fund is, at the time of
investment, (i) rated in the highest rating categories by at least two
nationally recognized statistical rating organizations ("NRSROs"), (ii) issued
or guaranteed as to principal and interest by issuers having an existing debt
security rating in the highest rating categories by a least two NRSROs, or (iii)
securities which, if not rated or single rated, are, in the opinion of the
Fund's Sub-Adviser, of an investment quality comparable to rated commercial
paper in which the Fund may invest. See "Variable Rate Demand Obligations and
Floating Rate Instruments."

CORPORATE DEBT SECURITIES (All Funds except ING U.S. Treasury Money
Market Fund). Fund investment in these securities is limited to corporate debt
securities (corporate bonds, debentures, notes and similar corporate debt
instruments) which meet the rating criteria established for each Fund.

The ratings of Standard & Poor's Corporation, Moody's Investors
Service, Inc., and other NRSROs represent their respective opinions as to the
quality of the obligations they undertake to rate. Ratings, however, are general
and are not absolute standards of quality. Consequently, obligations with the
same rating, maturity and interest rate may have different market prices. After
purchase by a Fund, a security may cease to be rated or its rating may be
reduced below the minimum required for purchase by the Fund. Neither event will
require a sale of such security by the Fund. However, each Fund's Sub-Adviser
will consider such event in its determination of whether the Fund should
continue to hold the security. To the extent the ratings given by an NRSRO may
change as a result of changes in such organizations or their rating systems, the
Sub-Adviser will attempt to use comparable ratings as standards for investments
in accordance with the investment policies contained in the Prospectus and in
this SAI.

It is possible that unregistered securities purchased by a Fund in
reliance upon Section 4(2) or Rule 144A under the Securities Act of 1933 could
have the effect of increasing the level of the Fund's illiquidity to the extent
that qualified institutional buyers become, for a period, uninterested in
purchasing these securities.

MORTGAGE-RELATED SECURITIES. (All Funds except ING U.S. Treasury Money
Market Fund). To the extent permitted by the Funds' policies, the Funds may
invest in mortgage-backed securities, including those which represent undivided
ownership interests in pools of mortgages. The U.S. Government or the issuing
agency or instrumentality guarantees the payment of interest on and principal of
these securities. However, the guarantees do not extend to the yield or value of
the securities nor do the guarantees extend to the yield or value of a Fund's
shares. Consistent with the Funds' respective investment objective and policies,
mortgages backing the securities which may be purchased by the Funds include
conventional thirty-year fixed-rate mortgages, graduated
<PAGE> 70
3

payment mortgages, fifteen-year mortgages, adjustable rate mortgages and
balloon payment mortgages. A balloon payment mortgage-backed security is an
amortized mortgage security with installments of principal and interest, the
last installment of which is predominantly principal. All of these mortgages can
be used to create pass-through securities. A pass-through security is formed
when mortgages are pooled together and undivided interests in the pool or pools
are sold. The cash flow from the mortgages is passed through to the holders of
the securities in the form of periodic payments of interest, principal and
prepayments (net of a service fee). Prepayments occur when the holder of an
undivided mortgage prepays the remaining principal before the mortgage's
scheduled maturity date. As a result of the pass-through of prepayments of
principal on the underlying securities, mortgage-backed securities are often
subject to more rapid prepayment of principal then their stated maturity would
indicate. The remaining expected average life of a pool of mortgage loans
underlying a mortgage-backed security is a prediction of when the mortgage loans
will be repaid and is based upon a variety of factors, such as the demographic
and geographic characteristics of the borrowers and the mortgaged properties,
the length of time that each of the mortgage loans has been outstanding, the
interest rates payable on the mortgage loans and the current interest rate
environment.

During periods of declining interest rates, prepayment of mortgages
underlying mortgage-backed securities can be expected to accelerate. When
mortgage obligations are prepaid, the Funds reinvest the prepaid amounts in
securities, the yields of which reflect interest rates prevailing at that time.
Therefore, a Fund's ability to maintain a portfolio of high-yielding
mortgage-backed securities will be adversely affected to the extent that
prepayments of mortgages are reinvested in securities which have lower yields
than the prepaid mortgages. Moreover, prepayments of mortgages which underlie
securities purchased at a premium generally will result in capital losses.

GNMA CERTIFICATES. (All Funds except ING U.S. Treasury Money Market
Fund). Certificates of the Government National Mortgage Association (GNMA
Certificates) are mortgage-backed securities which evidence an undivided
interest in a pool or pools of mortgages. GNMA Certificates that the Funds may
purchase are the "modified pass-through" type, which entitle the holder to
receive timely payment of all interest and principal payments due on the
mortgage pool, net of fees paid to the "issuer" and GNMA, regardless of whether
or not the mortgagor actually makes the payment. The GNMA Certificates will
represent a pro rata interest in one or more pools of the following types of
mortgage loans: (i) fixed rate level payment mortgage loans; (ii) fixed rate
graduated payment mortgage loans; (iii) fixed rate growing equity mortgage
loans; (iv) fixed rate mortgage loans secured by manufactured (mobile) homes;
(v) mortgage loans on multifamily residential properties under construction;
(vi) mortgage loans on completed multifamily projects; (vii) fixed rate mortgage
loans as to which escrowed funds are used to reduce the borrower's monthly
payments during the early years of the mortgage loans ("buydown" mortgage
loans); (viii) mortgage loans that provide for adjustments in payments based on
periodic changes in interest rates or in other payment terms of the mortgage
loans; and (ix) mortgage-backed serial notes. All of these mortgage loans will
be FHA Loans or VA Loans and, except as otherwise specified above, will be
fully-amortizing loans secured by first liens on one- to-four-family housing
units.
<PAGE> 71
4

Legislative changes may be proposed from time to time in relation to the
Department of Housing and Urban Development which, if adopted, could alter the
viability of investing in GNMAs.

FNMA CERTIFICATES. (All Funds except ING U.S. Treasury Money Market
Fund). FNMA is a federally chartered and privately owned corporation organized
and existing under the Federal National Mortgage Association Charter Act. FNMA
provides funds to the mortgage market primarily by purchasing home mortgage
loans from local lenders, thereby replenishing their funds for additional
lending. FNMA acquires funds to purchase home mortgage loans from many capital
market investors that may not ordinarily invest in mortgage loans directly.

Each FNMA Certificate will entitle the registered holder thereof to
receive amounts, representing such holder's pro rata interest in scheduled
principal payments and interest payments (at such FNMA Certificate's
pass-through rate, which is net of any servicing and guarantee fees on the
underlying mortgage loans), and any principal prepayments on the mortgage loans
in the pool represented by such FNMA Certificate and such holder's proportionate
interest in the full principal amount of any foreclosed or otherwise finally
liquidated mortgage loan. The full and timely payment of principal and interest
on each FNMA Certificate will be guaranteed by FNMA, which guarantee is not
backed by the full faith and credit of the U.S. Government.

Each FNMA Certificate will represent a pro rata interest in one or more
pools of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage
loans that are not insured or guaranteed by any governmental agency) of the
following types: (i) fixed rate level payment mortgage loans; (ii) fixed rate
growing equity mortgage loans; (iii) fixed rate graduated payment mortgage
loans; (iv) variable rate California mortgage loans; (v) other adjustable rate
mortgage loans; and (vi) fixed rate mortgage loans secured by multifamily
projects.

FHLMC SECURITIES (All Funds except ING U.S. Treasury Money Market
Fund). The Federal Home Loan Mortgage Corporation (FHLMC) was created in 1970
through enactment of Title III of the Emergency Home Finance Act of 1970 (FHLMC
Act). Its purpose is to promote development of a nationwide secondary market in
conventional residential mortgages.

The FHLMC issues two types of mortgage pass-through securities,
mortgage participation certificates (PCs) and guaranteed mortgage certificates
(GMCs). PCs resemble GNMA Certificates in that each PC represents a pro rata
share of all interest and principal payments made and owned on the underlying
pool. The FHLMC guarantees timely monthly payment of interest on PCs and the
ultimate payment of principal.

GMCs also represent a pro rata interest in a pool of mortgages.
However, these instruments pay interest semi-annually and return principal once
a year in guaranteed minimum payments. The expected average life of these
securities is approximately ten years.
<PAGE> 72
5

FHLMC CERTIFICATES (All Funds except ING U.S. Treasury Money Market
Fund). FHLMC is a corporate instrumentality of the United States created
pursuant to the FHLMC Act. The principal activity of FHLMC consists of the
purchase of first lien, conventional, residential mortgage loans and
participation interests in such mortgage loans and the resale of the mortgage
loans so purchased in the form of mortgage securities, primarily FHLMC
Certificates.

FHLMC guarantees to each registered holder of the FHLMC Certificate the
timely payment of interest at the rate provided for by such FHLMC Certificate,
whether or not received. FHLMC also guarantees to each registered holder of a
FHLMC Certificate ultimate collection of all principal on the related mortgage
loans, without any offset or deduction, but does not, generally, guarantee the
timely payment of scheduled principal. FHLMC may remit the amount due on account
of its guarantee of collection of principal at any time after default on an
underlying mortgage loan, but not later than 30 days following (i) foreclosure
sale, (ii) payment of a claim by any mortgage insurer or (iii) the expiration of
any right of redemption, whichever occurs later, but in any event no later than
one year after demand has been made upon the mortgagor for accelerated payment
of principal. The obligations of FHLMC under its guarantee are obligations
solely of FHLMC and are not backed by the full faith and credit of the U.S.
Government.

FHLMC Certificates represent a pro rata interest in a group of mortgage
loans (a FHLMC Certificate group) purchased by FHLMC. The mortgage loans
underlying the FHLMC Certificates will consist of fixed rate or adjustable rate
mortgage loans with original terms to maturity of between ten and thirty years,
substantially all of which are secured by first liens on one- to four-family
residential properties or multifamily projects. Each mortgage loan must meet the
applicable standards set forth in the FHLMC Act. An FHLMC Certificate group may
include whole loans, participation interests in whole loans and undivided
interests in whole loans and participation comprising another FHLMC Certificate
group.

The market value of mortgage securities, like other securities, will
generally vary inversely with changes in market interest rates, declining when
interest rates rise and rising when interest rates decline. However, mortgage
securities, while having comparable risk of decline during periods of rising
rates, usually have less potential for capital appreciation than other
investments of comparable maturities due to the likelihood of increased
prepayments of mortgages as interest rates decline. In addition, to the extent
such mortgage securities are purchased at a premium, mortgage foreclosures and
unscheduled principal prepayments generally will result in some loss of the
holders' principal to the extent of the premium paid. On the other hand, if such
mortgage securities are purchased at a discount, an unscheduled prepayment of
principal will increase current and total returns and will accelerate the
recognition of income which when distributed to shareholders will be taxable as
ordinary income.

NON-AGENCY MORTGAGE-BACKED SECURITIES (All Funds except ING U.S.
Treasury Money Market Fund). Certain non-agency private entities also issue
mortgage-
<PAGE> 73
6

backed securities. Other than lacking the guarantee by the full faith and credit
of the United States, the mortgage-backed securities issued by private issuers
generally have characteristics and risks comparable to those issued by GNMA, as
discussed above. Some mortgage-backed securities issued by non-agency private
issuers may be supported by a pool of mortgages not acceptable to the agency
issuers and thus may carry greater risks. Consistent with the Funds' investment
objective, policies and quality standards, the Funds may invest in these
mortgage-backed securities issued by non-agency private issuers.

ADJUSTABLE RATE MORTGAGE SECURITIES (All Funds except ING International
Bond Fund, ING National Tax Exempt Bond Fund and ING U.S. Treasury Money Fund).
Adjustable rate mortgage securities (ARMS) are pass-through mortgage securities
collateralized by mortgages with adjustable rather than fixed rates. Generally,
ARMS have a specified maturity date and amortize principal over their life. In
periods of declining interest rates, there is a reasonable likelihood that ARMS
will experience increased rates of prepayment of principal. However, the major
difference between ARMS and fixed rate mortgage securities is that the interest
rate and the rate of amortization of principal of ARMS can and do change in
accordance with movements in a particular, pre-specified, published interest
rate index.

The amount of interest on an ARM is calculated by adding a specified
amount, the "margin," to the index, subject to limitations on the maximum and
minimum interest that can be charged to the mortgagor during the life of the
mortgage or to maximum and minimum changes to that interest rate during a given
period. Because the interest rate on ARMS generally moves in the same direction
as market interest rates, the market value of ARMS tends to be more stable than
that of long-term fixed rate securities.

There are two main categories of indices which serve as benchmarks for
periodic adjustments to coupon rates on ARMS: those based on U.S. Treasury
securities and those derived from a calculated measure such as a cost of funds
index or a moving average of mortgage rates. Commonly utilized indices include
the one-year and five-year constant maturity Treasury Note rates, the
three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on
longer-term Treasury securities, the 11th District Federal Home Loan Bank Cost
of Funds, the National Median Cost of Funds, the one-month or three-month London
Interbank Offered Rate (LIBOR), the prime rate of a specific bank, or commercial
paper rates. Some indices, such as the one-year constant maturity Treasury Note
rate, closely mirror changes in market interest rate levels. Others, such as the
11th District Home Loan Bank Cost of Funds index (often related to ARMS issued
by FNMA), tend to lag changes in market rate levels and tend to be somewhat less
volatile.

COLLATERALIZED MORTGAGE OBLIGATIONS (All Funds except ING U.S. Treasury
Money Market Fund). Certain issuers of collateralized mortgage obligations
(CMOs), including certain CMOs that have elected to be treated as Real Estate
Mortgage Investment Conduits (REMICs), are not considered investment companies
pursuant to a rule adopted by the Securities and Exchange Commission ("SEC"),
and the Funds may invest in the securities of such issuers without the
limitations imposed by the Investment Company Act of
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7

1940, as amended (the "1940 Act"), on investments by the Funds in other
investment companies. In addition, in reliance on an earlier SEC interpretation,
a Fund's investments in certain other qualifying CMOs, which cannot or do not
rely on the rule, are also not subject to the limitation of the 1940 Act on
acquiring interests in other investment companies. In order to be able to rely
on the SEC's interpretation, these CMOs must be unmanaged, fixed asset issuers,
that (a) invest primarily in mortgage-backed securities, (b) do not issue
redeemable securities, (c) operate under general exemptive orders exempting them
from all provisions of the 1940 Act and (d) are not registered or regulated
under the 1940 Act as investment companies. To the extent that a Fund selects
CMOs or REMICs that cannot rely on the rule or do not meet the above
requirements, the Fund may not invest more than 10% of its assets in all such
entities and may not acquire more than 3% of the voting securities of any single
such entity.

REAL ESTATE SECURITIES (ING Global Real Estate Fund, ING Emerging
Markets Equity Fund, ING Balanced Fund, ING Intermediate Bond Fund, ING High
Yield Bond Fund, ING International Bond Fund, ING Mortgage Income Fund, ING
National Tax-Exempt Bond Fund, and ING Quality of Life Fund). The Funds may
invest in REITs and other real estate industry operating companies ("REOCs").
For purposes of a Fund's investments, an REOC is a company that derives at least
50% of its gross revenues or net profits from either (1) the ownership,
development, construction, financing, management or sale of commercial,
industrial or residential real estate, or (2) products or services related to
the real estate industry, such as building supplies or mortgage servicing.
Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Although the
Funds will not invest directly in real estate, the fund may invest in equity
securities of issuers primarily engaged in or related to the real estate
industry. Therefore, an investment in REITs is subject to certain risks
associated with the direct ownership of real estate and with the real estate
industry in general. These risks include, among others: possible declines in the
value of real estate; risks related to general and local economic conditions;
possible lack of availability of mortgage funds; overbuilding; extended
vacancies of properties; increases in competition, property taxes and operating
expenses; changes in zoning laws; costs resulting from the clean-up of, and
liability to third parties for damages resulting from, environmental problems;
casualty or condemnation losses; uninsured damages from floods, earthquakes or
other natural disasters; limitations on and variations in rents; and changes in
interest rates. To the extent that assets underlying the REITs' investments are
concentrated geographically, by property type or in certain other respects, the
REITs may be subject to certain of the foregoing risks to a greater extent.
Equity REITs may be affected by changes in the value of the underlying property
owned by the REITs, while mortgage REITs may be affected by the quality of any
credit extended. REITs are dependent upon management skills, are not
diversified, are subject to heavy cash flow dependency, default by borrowers and
self-liquidation. REITs are also subject to the possibilities of failing to
qualify for tax free pass-through of income under the U.S. Internal Revenue Code
and failing to maintain their exemptions from registration under the 1940 Act.

REITs (especially mortgage REITs) are also subject to interest rate
risks. When interest rates decline, the value of a REIT's investment in fixed
rate obligations can be
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8

expected to rise. Conversely, when interest rates rise, the value of a REIT's
investment in fixed rate obligations can be expected to decline. In contrast, as
interest rates on adjustable rate mortgage loans are reset periodically, yields
on a REIT's investment in such loans will gradually align themselves to reflect
changes in market interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate fluctuations than would
investments in fixed rate obligations.

Investing in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.

Investments in mortgage-related securities involve certain risks. In
periods of declining interest rates, prices of fixed income securities tend to
rise. However, during such periods, the rate of prepayment of mortgages
underlying mortgage-related securities tends to increase, with the result that
such prepayments must be reinvested by the issuer at lower rates. In addition,
the value of such securities may fluctuate in response to the market's
perception of the creditworthiness of the issuers of mortgage-related securities
owned by the Fund. Because investments in mortgage-related securities are
interest sensitive, the ability of the issuer to reinvest or to reinvest
favorably in underlying mortgages may be limited by government regulation or tax
policy. For example, action by the Board of Governors of the Federal Reserve
System to limit the growth of the nation's money supply may cause interest rates
to rise and thereby reduce the volume of new residential mortgages.
Additionally, although mortgages and mortgage-related securities are generally
supported by some form of government or private guarantees and/or insurance,
there is no assurance that private guarantors or insurers will be able to meet
their obligations.

ASSET-BACKED SECURITIES (All Funds except ING National Tax-Exempt Bond
Fund, ING Growth and Income Fund, ING Balanced Fund, and ING U.S. Treasury Money
Market Fund). The Funds are permitted to invest in asset-backed securities.
Through the use of trusts and special purpose subsidiaries, various types of
assets, primarily home equity loans and automobile and credit card receivables,
are being securitized in pass-through structures similar to the mortgage
pass-through structures described above. Consistent with the Funds' investment
objectives, policies and quality standards, the Funds may invest in these and
other types of asset-backed securities which may be developed in the future.

addition of credit enhancements such as a letter of credit from a bank, excess
collateral or a third-party guarantee.

FOREIGN SECURITIES (All Funds except the ING Money Market Fund, ING
U.S. Treasury Money Market Fund, and ING National Tax-Exempt Money Market Fund).
As described in the Prospectus, changes in foreign exchange rates will affect
the value of securities denominated or quoted in currencies other than the U.S.
dollar.

Since the Funds may invest in securities denominated in currencies
other than the U.S. dollar, and since those Funds may temporarily hold funds in
bank deposits or other money market investments denominated in foreign
currencies, a Fund may be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rate between such currencies and the
dollar. Changes in foreign currency exchange rates will influence values within
the Fund from the perspective of U.S. investors. Changes in foreign currency
exchange rates may also affect the value of dividends and interest earned, gains
and losses realized on the sale of securities, and net investment income and
gains, if any, to be distributed to shareholders by the Fund. The rate of
exchange between the U.S. dollar and other currencies is determined by the
forces of supply and demand in the foreign exchange markets. These forces are
affected by the international balance of payments and other economic and
financial conditions, government intervention, speculation and other factors.

The Funds may enter into foreign currency exchange contracts in order
to protect against uncertainty in the level of future foreign exchange rates. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. These contracts are entered into in the interbank market
conducted between currency traders (usually large commercial banks) and their
customers. Forward foreign currency exchange contracts may be bought or sold to
protect a Fund against a possible loss resulting from an adverse change in the
relationship between foreign currencies and the U.S. dollar, or between foreign
currencies. Although such contracts are intended to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time, they
tend to limit any potential gain which might result should the value of such
currency increase.

CONVERTIBLE SECURITIES (All Funds except ING National Tax-Exempt Bond
Fund, ING U.S. Treasury Money Market Fund, ING Money Market Fund and ING
National Tax-Exempt Money Market Fund). Convertible securities may be converted
at either a stated price or stated rate into underlying shares of common stock
and, therefore, are deemed to be equity securities for purposes of the Funds'
management policies. Convertible securities have characteristics similar to both
fixed-income and equity securities. Convertible securities generally are
subordinated to other similar but nonconvertible securities of the same issuer,
although convertible bonds, as corporate debt obligations, enjoy seniority in
right of payment to all equity securities, and convertible preferred stock is
senior to common stock, of the same issuer. Because of the subordination
feature, however, convertible securities typically have lower ratings than
similar nonconvertible securities.
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10

Although to a lesser extent than with fixed-income securities, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion feature, the market value of convertible
securities tends to vary with fluctuations in the market value of the underlying
common stock. A unique feature of convertible securities is that as the market
price of the underlying common stock declines, convertible securities tend to
trade increasingly on a yield basis, and so may not experience market value
declines to the same extent as the underlying common stock. When the market
price of the underlying common stock increases, the prices of the convertible
securities tend to rise as a reflection of the value of the underlying common
stock. While no securities investments are without risk, investments in
convertible securities generally entail less risk than investments in common
stock of the same issuer.

Convertible securities are investments that provide for a stable stream
of income with generally higher yields than common stocks. There can be no
assurance of current income because the issuers of the convertible securities
may default on their obligations. A convertible security, in addition to
providing fixed income, offers the potential for capital appreciation through
the conversion feature, which enables the holder to benefit from increases in
the market price of the underlying common stock. There can be no assurance of
capital appreciation, however, because securities prices fluctuate. Convertible
securities, however, generally offer lower interest or dividend yields than
non-convertible securities of similar quality because of the potential for
capital appreciation.

VARIABLE RATE DEMAND OBLIGATIONS AND FLOATING RATE INSTRUMENTS (All
Funds). The Funds may acquire variable rate demand obligations. The ING
Intermediate Bond Fund and ING National Tax-Exempt Bond Fund may acquire
floating rate instruments as described in the Prospectus. Variable and floating
rate instruments are frequently not rated by credit rating agencies; however,
unrated variable and floating rate instruments purchased by a Fund will be
determined by the Sub-Adviser to be of comparable quality at the time of
purchase to rated instruments eligible for purchase by the Funds. In making such
determinations, the Sub-Adviser will consider the earning power, cash flows and
other liquidity ratios of the issuers of such instruments (such issuers include
financial, merchandising, investment banking, bank holding and other companies)
and will continuously monitor their financial condition. There may not be an
active secondary market with respect to a particular variable or floating rate
instrument purchased by a Fund. The absence of such an active secondary market
could make it difficult for a Fund to dispose of the variable or floating rate
instrument involved. In the event the issuer of the instrument defaulted on its
payment obligations, a Fund could, for this or other reasons, suffer a loss to
the extent of the default. Variable and floating rate instruments may be secured
by bank letters of credit, guarantees or lending commitments.

GUARANTEED INVESTMENT CONTRACTS (All Funds except ING U.S. Treasury
Money Market Fund). The Funds may invest in Guaranteed Investment Contracts
("GICs") issued by insurance companies. Pursuant to such contracts, the Fund
makes cash
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11

contributions to a deposit fund of the insurance company's general account. The
insurance company then credits to the Fund on a monthly basis guaranteed
interest which is based on an index. The GICs provide that this guaranteed
interest will not be less than a certain minimum rate. The insurance company may
assess periodic charges against a GIC for expense and service costs allocable to
it, and the charges will be deducted from the value of the deposit fund. In
addition, because the Funds may not receive the principal amount of a GIC from
the insurance company on seven days' notice or less, the GIC is considered an
illiquid investment, and, together with other instruments invested in by a Fund
which are not readily marketable, will not exceed 15% (10% in the case of the
Money Market Fund) of a Fund's net assets. The term of a GIC will be one year or
less. In determining average weighted portfolio maturity, a GIC will be deemed
to have a maturity equal to the period of time remaining until the next
readjustment of the guaranteed interest rate.

PRIVATE FUNDS (ING Large Cap Growth Fund, ING Growth & Income Fund, ING
Mid Cap Growth Fund, ING Small Cap Growth Fund, ING Balanced Fund, ING Global
Brand Names Fund, ING International Equity Fund, ING Emerging Markets Equity
Fund, ING European Equity Fund, ING Tax Efficient Equity Fund, ING Focus Fund,
ING Global Information Technology Fund, ING Global Real Estate Fund, ING
Internet Fund and ING Quality of Life Fund). The Funds may invest in U.S. or
foreign private limited partnerships or other investment funds ("Private
Funds"). Investments in Private Funds may be highly speculative and volatile.
Because Private Funds generally are investment companies for purposes of the
Investment Company Act of 1940, as amended (the "1940 Act"), the Fund's ability
to invest in them will be limited. In addition, Fund shareholders will remain
subject to the Fund's expenses while also bearing their pro rata share of the
operating expenses of the Private Funds. The ability of the Fund to dispose of
interests in Private Funds is very limited and involve risks, including loss of
the Fund's entire investment in the Private Fund.

OPTIONS ON SECURITIES (All Funds except ING U.S. Treasury Money Market
Fund, ING Money Market Fund, ING National Tax-Exempt Money Market Fund and ING
National Tax-Exempt Bond Funds). Each Fund may write (sell) "covered" call
options on securities as long as it owns the underlying securities subject to
the option or an option to purchase the same underlying securities, having an
exercise price equal to or less than the exercise price of the "covered" option,
or will establish and maintain for the term of the option a segregated account
consisting of cash or other liquid securities ("eligible securities") to the
extent required by applicable regulation in connection with the optioned
securities. A Fund may write "covered" put options provided that, as long as the
Fund is obligated as a writer of a put option, the Fund will own an option to
sell the underlying securities subject to the option, having an exercise price
equal to or greater than the exercise price of the "covered" option, or it will
deposit and maintain in a segregated account eligible securities having a value
equal to or greater than the exercise price of the option. A call option gives
the purchaser the right to buy, and the writer the obligation to sell, the
underlying security at the exercise price during or at the end of the option
period. A put option gives the purchaser the right to sell, and the writer has
the obligation to buy, the underlying security at the exercise price during or
at the end of the option period. The premium received for writing an option will
reflect, among other things, the current market price of the underlying
security, the relationship of the
<PAGE> 79
12

exercise price to such market price, the price volatility of the underlying
security, the option period, supply and demand and interest rates. The Funds may
write or purchase spread options, which are options for which the exercise price
may be a fixed dollar spread or yield spread between the security underlying the
option and another security that is used as a bench mark. The exercise price of
an option may be below, equal to or above the current market value of the
underlying security at the time the option is written. The buyer of a put who
also owns the related security is protected by ownership of a put option against
any decline in that security's price below the exercise price less the amount
paid for the option. The ability to purchase put options allows a Fund to
protect capital gains in an appreciated security it owns, without being required
to actually sell that security. At times a Fund would like to establish a
position in a security upon which call options are available. By purchasing a
call option, a Fund is able to fix the cost of acquiring the security, this
being the cost of the call plus the exercise price of the option. This procedure
also provides some protection from an unexpected downturn in the market because
a Fund is only at risk for the amount of the premium paid for the call option
which it can, if it chooses, permit to expire.

During the option period the covered call writer gives up the potential
for capital appreciation above the exercise price should the underlying asset
rise in value, and the secured put writer retains the risk of loss should the
underlying security decline in value. For the covered call writer, substantial
appreciation in the value of the underlying asset would result in the security
being "called away." For the secured put writer, substantial depreciation in the
value of the underlying security would result in the security being "put to" the
writer. If a covered call option expires unexercised, the writer realizes a gain
in the amount of the premium received. If the covered call option writer has to
sell the underlying security because of the exercise of a call option, it
realizes a gain or loss from the sale of the underlying security, with the
proceeds being increased by the amount of the premium.

If a secured put option expires unexercised, the writer realizes a gain
from the amount of the premium. If the secured put writer has to buy the
underlying security because of the exercise of the put option, the secured put
writer incurs an unrealized loss to the extent that the current market value of
the underlying security is less than the exercise price of the put option.
However, this would be offset in whole or in part by gain from the premium
received.

OVER-THE-COUNTER OPTIONS (All Funds except ING U.S. Treasury Money
Market Fund, ING Money Market Fund, ING National Tax-Exempt Money Market Fund
and ING National Tax-Exempt Bond Fund). As indicated in the prospectus (see
"Description of Securities and Investment Practices"), each Fund may deal in
over-the-counter traded options ("OTC options"). OTC options differ from
exchange traded options in several respects. They are transacted directly with
dealers and not with a clearing corporation, and there is a risk of
nonperformance by the dealer as a result of the insolvency of such dealer or
otherwise, in which event a Fund may experience material losses. However, in
writing options the premium is paid in advance by the dealer. OTC options are
available for a greater variety of securities, and a wider range of expiration
dates and exercise prices, than are exchange traded options. Since there is no
exchange, pricing is normally done by reference to
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13

information from market makers, which information is carefully monitored by the
investment manager and verified in appropriate cases.

A writer or purchaser of a put or call option can terminate it
voluntarily only by entering into a closing transaction. In the case of OTC
options, there can be no assurance that a continuous liquid secondary market
will exist for any particular option at any specific time. Consequently, a Fund
may be able to realize the value of an OTC option it has purchased only by
exercising it or entering into a closing sale transaction with the dealer that
issued it. Similarly, when a Fund writes an OTC option, it generally can close
out that option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which the Fund originally wrote it. If a covered
call option writer cannot effect a closing transaction, it cannot sell the
underlying security until the option expires or the option is exercised.
Therefore, a covered call option writer of an OTC option may not be able to sell
an underlying security even though it might otherwise be advantageous to do so.
Likewise, a secured put writer of an OTC option may be unable to sell the
securities pledged to secure the put for other investment purposes while it is
obligated as a put writer. Similarly, a purchaser of such put or call option
might also find it difficult to terminate its position on a timely basis in the
absence of a secondary market.

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

OPTIONS ON INDICES (All Funds except ING U.S. Treasury Money Market
Fund, ING Money Market Fund, ING National Tax-Exempt Money Market Fund and ING
National Tax-Exempt Bond Fund). Each Fund also may purchase and write call and
put options on securities indices in an attempt to hedge against market
conditions affecting the value of securities that the Fund owns or intends to
purchase, and not for speculation. Through the writing or purchase of index
options, a Fund can achieve many of the same objectives as through the use of
options on individual securities. Options on securities indices are similar to
options on a security except that, rather than the right to take or make
delivery of a security at a specified price, an option on a securities index
gives the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the securities index upon which the option is based
is greater than, in the case of a call, or less than, in the case of a put, the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option. The
writer of the option is obligated, in return for the premium received, to make
delivery of this amount.
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14

Unlike security options, all settlements are in cash and gain or loss depends
upon price movements in the market generally (or in a particular industry or
segment of the market), rather than upon price movements in individual
securities. Price movements in securities that the Fund owns or intends to
purchase will probably not correlate perfectly with movements in the level of an
index since the prices of such securities may be affected by somewhat different
factors and, therefore, the Fund bears the risk that a loss on an index option
would not be completely offset by movements in the price of such securities.

When a Fund writes an option on a securities index, it will segregate
and mark-to-market eligible securities to the extent required by applicable
regulation. In addition, where the Fund writes a call option on a securities
index at a time when the contract value exceeds the exercise price, the Fund
will segregate and mark-to-market, until the option expires or is closed out,
cash or cash equivalents equal in value to such excess.

Each Fund may also purchase and sell options on other appropriate
indices, as available, such as foreign currency indices. Options on a securities
index involve risks similar to those risks relating to transactions in financial
futures contracts described above. Also, an option purchased by a Fund may
expire worthless, in which case the fund would lose the premium paid therefor.

FOREIGN CURRENCY OPTIONS (All Funds except ING U.S. Treasury Money
Market Fund, ING Money Market Fund, ING National Tax-Exempt Money Market Fund
and ING National Tax-Exempt Bond Fund). Each Fund may engage in foreign currency
options transactions. A foreign currency option provides the option buyer with
the right to buy or sell a stated amount of foreign currency at the exercise
price at a specified date or during the option period. A call option gives its
owner the right, but not the obligation, to buy the currency, while a put option
gives its owner the right, but not the obligation, to sell the currency. The
option seller (writer) is obligated to fulfill the terms of the option sold if
it is exercised. However, either seller or buyer may close its position during
the option period in the secondary market for such options any time prior to
expiration.

A call rises in value if the underlying currency appreciates.
Conversely, a put rises in value if the underlying currency depreciates. While
purchasing a foreign currency option can protect the Fund against an adverse
movement in the value of a foreign currency, it does not limit the gain which
might result from a favorable movement in the value of such currency. For
example, if a Fund were holding securities denominated in an appreciating
foreign currency and had purchased a foreign currency put to hedge against a
decline in the value of the currency, it would not have to exercise its put.
Similarly, if the Fund has entered into a contract to purchase a security
denominated in a foreign currency and had purchased a foreign currency call to
hedge against a rise in value of the currency but instead the currency had
depreciated in value between the date of purchase and the settlement date, the
Fund would not have to exercise its call but could acquire in the spot market
the amount of foreign currency needed for settlement.
<PAGE> 82
15

DOLLAR ROLL TRANSACTIONS (ING Growth & Income Fund, ING Balanced Fund,
ING Emerging Markets Equity Fund, ING Intermediate Bond Fund, ING High Yield
Bond Fund, ING International Bond Fund and ING Mortgage Income Fund). In
connection with their ability to purchase securities on a when-issued or forward
commitment basis, the Funds may enter into "dollar rolls" in which the Funds
sell securities for delivery in the current month and simultaneously contracts
with the same counterparty to repurchase similar (same type, coupon and
maturity) but not identical securities on a specified future date. The Funds
give up the right to receive principal and interest paid on the securities sold.
However, the Funds would benefit to the extent of any difference between the
price received for the securities sold and the lower forward price for the
future purchase plus any fee income received. Unless such benefits exceed the
income and capital appreciation that would have been realized on the securities
sold as part of the dollar roll, the use of this technique will diminish the
investment performance of the Funds compared with what such performance would
have been without the use of dollar rolls. The Funds will hold and maintain in a
segregated account until the settlement date liquid assets in an amount equal to
the value of the when-issued or forward commitment securities. The benefits
derived from the use of dollar rolls may depend, among other things, upon the
Sub-Advisers' ability to predict interest rates correctly. There is no assurance
that dollar rolls can be successfully employed. In addition, the use of dollar
rolls by the Funds while remaining substantially fully invested increases the
amount of a Fund's assets that are subject to market risk to an amount that is
greater than the Fund's net asset value, which could result in increased
volatility of the price of the Fund's shares.

FOREIGN CURRENCY FUTURES TRANSACTIONS (All Funds except ING U.S.
Treasury Money Market Fund, ING Money Market Fund, ING National Tax-Exempt Money
Market Fund and ING National Tax-Exempt Bond Funds). As part of its financial
futures transactions, each Fund may use foreign currency futures contracts and
options on such futures contracts. Through the purchase or sale of such
contracts, a Fund may be able to achieve many of the same objectives as through
forward foreign currency exchange contracts more effectively and possibly at a
lower cost.

Unlike forward foreign currency exchange contracts, foreign currency
futures contracts and options on foreign currency futures contracts are
standardized as to amount and delivery period and are traded on boards of trade
and commodities exchanges. It is anticipated that such contracts may provide
greater liquidity and lower cost than forward foreign currency exchange
contracts.

FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL ENTITIES
(ING International Bond Fund, ING Intermediate Bond Fund, ING International
Equity Fund, ING Tax Efficient Equity Fund, ING Emerging Markets Equity Fund,
ING Global Brand Names Fund, ING Quality of Life Fund and ING European Equity
Fund only). A Fund may invest in obligations issued or guaranteed by one or more
foreign governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Sub-Adviser to be of comparable
quality to the other obligations in which the Fund may invest. Such securities
also include debt obligations of supranational
<PAGE> 83
16

entities. Supranational entities include international organizations designated
or supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the World Bank), the European Coal and Steel Community, the Asian
Development Bank and the InterAmerican Development Bank.

INTEREST RATE FUTURES CONTRACTS (All Funds except ING National
Tax-Exempt Bond Fund, ING U.S. Treasury Money Market Fund, ING National
Tax-Exempt Money Market Fund and ING Money Market Fund). The Funds may purchase
and sell interest rate futures contracts ("futures contracts") as a hedge
against changes in interest rates. A futures contract is an agreement between
two parties to buy and sell a security for a set price on a future date. Future
contracts are traded on designated "contracts markets" which, through their
clearing corporations, guarantee performance of the contracts. Currently, there
are futures contracts based on securities such as long-term U.S. Treasury bonds,
U.S. Treasury notes, GNMA Certificates and three-month U.S. Treasury bills.

Generally, if market interest rates increase, the value of outstanding
debt securities declines (and vice versa). Entering into a futures contract for
the sale of securities has an effect similar to the actual sale of securities,
although sale of the futures contract might be accomplished more easily and
quickly. For example, if a Fund holds long-term U.S. Government securities and
the Sub-Adviser anticipates a rise in long-term interest rates, it could, in
lieu of disposing of its portfolio securities, enter into futures contracts for
the sale of similar long-term securities. If rates increased and the value of a
Fund's portfolio securities declined, the value of a Fund's futures contracts
would increase, thereby protecting the Fund by preventing its net asset value
from declining as much as it otherwise would have. Similarly, entering into
futures contracts for the purchase of securities has an effect similar to actual
purchase of the underlying securities, but permits the continued holding of
securities other than the underlying securities. For example, if the Sub-Adviser
expects long-term interest rates to decline, a Fund might enter into futures
contracts for the purchase of long-term securities, so that it could gain rapid
market exposure that may offset anticipated increases in the cost of securities
it intends to purchase, while continuing to hold higher-yielding short-term
securities or waiting for the long-term market to stabilize. Futures
transactions may fail as hedging techniques where price movements of the
underlying securities do not follow price movements of the portfolio securities
subject to the hedge. The loss with respect to futures transactions is
potentially unlimited. Also, the Funds may be unable to control losses by
closing its position where a liquid secondary market does not exist.

SHORT SALES (ING Emerging Markets Equity Fund, ING Intermediate Bond
Fund, ING High Yield Bond Fund and ING International Equity Fund). The Funds may
sell a security it does not own in anticipation of a decline in the market value
of that security (short sales). To complete such a transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund then is obligated to
replace the security borrowed by purchasing it at market price at the time of
replacement. The price at such time may be more or less than the price at which
the security was sold by the Fund. Until the security is replaced, the Fund is
required to pay to the lender any dividends or interest which accrue during the
period of the
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17

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

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

LOANS OF PORTFOLIO SECURITIES (All Funds). The Funds may lend their
portfolio securities to brokers, dealers and financial institutions, provided:
(1) the loan is secured continuously by collateral consisting of U.S. Government
securities or cash or letters of credit maintained on a daily mark-to-market
basis in an amount at least equal to the current market value of the securities
loaned; (2) the Funds may at any time call the loan and obtain the return of the
securities loaned within five business days; (3) the Funds will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of securities loaned will not at any time exceed one-third of the
total assets of a particular Fund.

The Funds will earn income for lending their securities because cash
collateral pursuant to these loans will be invested in short-term money market
instruments. In connection with lending securities, the Funds may pay reasonable
finders, administrative and custodial fees. Loans of securities involve a risk
that the borrower may fail to return the securities or may fail to provide
additional collateral.

REPURCHASE AGREEMENTS (All Funds). The Funds may invest in securities
subject to repurchase agreements with U.S. banks or broker-dealers. Such
agreements may be considered to be loans by the Funds for purposes of the 1940
Act. A repurchase agreement is a transaction in which the seller of a security
commits itself at he time of the sale to repurchase that security from the buyer
at a mutually agreed upon time and price. The repurchase price exceeds the sale
price, reflecting an agreed-upon interest rate
<PAGE> 85
18

effective for the period the buyer owns the security subject to repurchase. The
agreed-upon rate is unrelated to the interest rate on that security. Each Fund's
Sub-Adviser will monitor the value of the underlying security at the time the
transaction is entered into and at all times during the term of the repurchase
agreement to ensure that the value of the security always equals or exceeds the
repurchase price. In the event of default by the seller under the repurchase
agreement, the Funds may have problems in exercising their rights to the
underlying securities and may incur costs and experience time delays in
connection with the disposition of such securities.

BORROWING (All Funds). The Fund may borrow from banks up to 33 1/3% of
the current value of its net assets to purchase securities and for temporary or
emergency purposes and those borrowings may be secured by the pledge of not more
than 33 1/3% of the current value of that Fund's net assets.

REVERSE REPURCHASE AGREEMENTS (All Funds except ING U.S. Treasury Money
Market Fund, ING National Tax-Exempt Money Market Fund and ING Money Market
Fund). A Fund may borrow funds by selling portfolio securities to financial
institutions such as banks and broker/dealers and agreeing to repurchase them at
a mutually specified date and price ("reverse repurchase agreements"). Reverse
repurchase agreements involve the risk that the market value of the securities
sold by a Fund may decline below the repurchase price. A Fund will pay interest
on amounts obtained pursuant to a reverse repurchase agreement. While reverse
repurchase agreements are outstanding, a Fund will maintain in a segregated
account, other liquid assets (as determined by the Board) of an amount at least
equal to the market value of the securities, plus accrued interest, subject to
the agreement.

LOWER-RATED SECURITIES. (ING Emerging Markets Equity Fund and ING High
Yield Bond Fund). Lower-rated securities are lower-rated bonds commonly referred
to as junk bonds or high-yield/high-risk securities. These securities are rated
Baa or lower by Moody's Investors Service, Inc. (Moody's) or BBB or lower by
Standard & Poor's Corporation (S&P). As described in the Prospectus, certain of
the Funds may invest in lower rated and unrated securities of comparable quality
subject to the restrictions stated in the Prospectus.

Growth of High-Yield High-Risk Bond Market. The widespread expansion of
government, consumer and corporate debt within the U.S. economy has made the
corporate sector more vulnerable to economic downturns or increased interest
rates. Further, an economic downtown could severely disrupt the market for
lower-rated bonds and adversely affect the value of outstanding bonds and the
ability of the issuers to repay principal and interest. The market for
lower-rated securities may be less active, causing market price volatility and
limited liquidity in the secondary market. This may limit the Funds' ability to
sell such securities at their market value. In addition, the market for these
securities may be adversely affected by legislative and regulatory developments.
Credit quality in the junk bond market can change suddenly and unexpectedly, and
even recently issued credit ratings may not fully reflect the actual risks
imposed by a particular security.
<PAGE> 86
19

Sensitivity to Interest Rate and Economic Changes. Lower rated bonds
are very sensitive to adverse economic changes and corporate developments.
During an economic downturn or substantial period of rising interest rates,
highly leveraged issuers may experience financial stress that would adversely
affect their ability to service their principal and interest payment
obligations, to meet projected business goals, and to obtain additional
financing. If the issuer of a bond defaulted on its obligations to pay interest
or principal or entered into bankruptcy proceedings, the Fund may incur losses
or expenses in seeking recovery of amounts owed to it. In addition, periods of
economic uncertainty and change can be expected to result in increased
volatility of market prices of high-yield, high-risk bonds and the Fund's net
asset value.

Payment Expectations. High-yield, high-risk bonds may contain
redemption or call provisions. If an issuer exercised these provisions in a
declining interest rate market, the Fund would have to replace the security with
a lower yielding security, resulting in a decreased return for investors.
Conversely, a high-yield, high-risk bond's value will decrease in a rising
interest rate market, as will the value of the Fund's assets. If the Fund
experiences significant unexpected net redemptions, this may force it to sell
high-yield, high-risk bonds without regard to their investment merits, thereby
decreasing the asset base upon which expenses can be spread and possibly
reducing the Fund's rate of return.

Liquidity and Valuation. There may be a little trading in the secondary
market for particular bonds, which may affect adversely the Fund's ability to
value accurately or dispose of such bonds. Adverse publicity and investor
perception, whether or not based on fundamental analysis, may decrease the
values and liquidity of high-yield, high-risk bonds, especially in a thin
market.

ILLIQUID SECURITIES (All Funds). Each Fund has adopted a
non-fundamental policy with respect to investments in illiquid securities.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended ("Securities Act"),
securities that are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities that have not been
registered under the Securities Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Mutual funds do not typically hold a significant amount of
these restricted or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund might also have to register such
restricted securities in order to dispose of them resulting in additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.

In recent years, however, a large institutional market has developed
for certain securities that are not registered under the Securities Act,
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes.
<PAGE> 87
20

Institutional investors depend on either an efficient institutional market in
which the unregistered security can be readily resold or on the issuer's ability
to honor a demand for repayment. The fact that there are contractual or legal
restrictions on resale to the general public or to certain institutions may not
be indicative of the liquidity of such investments.

Each Fund may also invest in restricted securities issued under Section
4(2) of the Securities Act ("Section 4(2)"), which exempts from registration
"transactions by an issuer not involving any public offering." Section 4(2)
instruments are restricted in the sense that they can only be resold through the
issuing dealer and only to institutional investors; they cannot be resold to the
general public without registration. Restricted securities issued under Section
4(2) (other than certain commercial paper issued pursuant to Section 4(2)
discussed below) will be treated as illiquid and subject to the Fund's
investment restriction on illiquid securities.

Pursuant to procedures adopted by the Board of Trustees, the Funds may
treat certain commercial paper issued pursuant to Section 4(2) as a liquid
security and not subject to the Funds' investment restriction on illiquid
investments. Section 4(2) commercial paper may be considered liquid only if all
of the following conditions are met: (i) the Section 4(2) commercial paper must
not be traded flat (i.e. without accrued interest) or be in default as to
principal or interest; and (ii) the Section 4(2) commercial paper must be rated
in one of the two highest rating categories by at least two NRSROs, or if only
NRSRO rates the security, by that NRSRO, or if the security is unrated, the
security has been determined to be of equivalent quality.

The SEC has adopted Rule 144A, which allows a broader institutional
trading market for securities otherwise subject to restrictions on resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act applicable to resales of certain securities
to qualified institutional buyers. It is the intent of the Funds to invest,
pursuant to procedures established by the Board of Trustees and subject to
applicable investment restrictions, in securities eligible for resale under Rule
144A which are determined to be liquid based upon the trading markets for the
securities.

Pursuant to guidelines set forth by and under the supervision of the
Board of Trustees, as applicable, the Sub-Adviser will monitor the liquidity of
restricted securities in a Fund's portfolio. In reaching liquidity decisions,
the Sub-Adviser will consider, among other things, the following factors: (1)
the frequency of trades and quotes for the security over the course of six
months or as determined in the discretion of the Sub-Adviser; (2) the number of
dealers wishing to purchase or sell the security and the number of other
potential purchasers over the course of six months or as determined in the
discretion of the Sub-Adviser; (3) dealer undertakings to make a market in the
security; (4) the nature of the security and the marketplace in which it trades
(e.g., the time needed to dispose of the security, the method of soliciting
offers and the mechanics of the transfer); and (5) other factors, if any, which
the Sub-Adviser deems relevant.
<PAGE> 88
21

Rule 144A securities and Section 4(2) commercial paper which are
determined to be liquid based upon their trading markets will not, however, be
required to be included among the securities considered to be illiquid for
purposes of Investment Restriction No. 9. Investments in Rule 144A securities
and Section 4(2) commercial paper could have the effect of increasing Fund
illiquidity.

INVESTMENT RESTRICTIONS

The Funds have adopted investment restrictions numbered 1 through 8 as
fundamental policies, which cannot be changed without approval by the holders of
a majority (as defined in the 1940 Act) of the Fund's outstanding voting shares.
Investment restriction number 7 is not a fundamental policy and may be changed
by vote of a majority of a Fund's board members at any time.

Each Fund, except as indicated, may not:

(1) Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of a
Fund's total assets). For purposes of this Investment Restriction, the entry
into reverse repurchase agreements, options, forward contracts, futures
contracts, including those relating to indices, and options on futures contracts
or indices shall not constitute borrowing.

(2) Issue senior securities, except insofar as a Fund may be deemed to
have issued a senior security in connection with any repurchase agreement or any
permitted borrowing;

(3) Make loans, except loans of portfolio securities and except that a
Fund may enter into repurchase agreements with respect to its portfolio
securities and may purchase the types of debt instruments described in its
Prospectus or the SAI;

(4) Invest in companies for the purpose of exercising control or
management;

(5) Purchase, hold or deal in real estate, or oil, gas or other mineral
leases or exploration or development programs, but a Fund may purchase and sell
securities that are secured by real estate or issued by companies that invest or
deal in real estate or real estate investment trusts.

(6) Engage in the business of underwriting securities of other issuers,
except to the extent that the disposal of an investment position may technically
cause it to be considered an underwriter as that term is defined under the
Securities Act of 1933;

(7) Purchase securities on margin, except that a Fund may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities;
<PAGE> 89
22

(8) Purchase a security if, as a result, more than 25% of the value of
its total assets would be invested in securities of one or more issuers
conducting their principal business activities in the same industry, provided
that (a) this limitation shall not apply to obligations issued or guaranteed by
the U.S. Government or its agencies and instrumentalities; (b) wholly-owned
finance companies will be considered to be in the industries of their parents;
(c) utilities will be divided according to their services. For example, gas, gas
transmission, electric and gas, electric, and telephone will each be considered
a separate industry; (d) the ING Money Market Fund will not be limited in its
investments in obligations issued by domestic banks; and (e) the ING Global
Information Technology Fund, ING Internet Fund and the ING Global Real Estate
Fund will concentrate their investments as described in the Prospectus.

(9) Invest more than 15%, 10% in the case of the Money Market Funds, of
the value of its net assets in investments which are illiquid (including
repurchase agreements having maturities of more than seven calendar days,
variable and floating rate demand and master demand notes not requiring receipt
of principal note amount within seven days' notice and securities of foreign
issuers which are not listed on a recognized domestic or foreign securities
exchange).

In addition, all Funds except for the ING Global Brand Names Funds, ING
Focus Fund, ING Global Real Estate Fund, ING Internet Fund, ING Quality of Life
Fund and ING International Bond Fund are diversified funds. As such, each will
not, with respect to 75% (100% with respect to the Money Market Funds) of their
total assets, invest more than 5% of its total assets in the securities of any
one issuer (except for U.S. Government securities) or purchase more than 10% of
the outstanding voting securities of any one issuer. The Money Market Funds may
invest up to 25% of their total assets in the first tier securities of a single
issuer for a period of up to three business days after the acquisition thereof
provided that the Fund may not invest in the securities of more than one issuer
in accordance with this provision at any time.

If a percentage limitation is satisfied at the time of investment, a
later increase or decrease in such percentage resulting from a change in the
value of a Fund's investments will not constitute a violation of such
limitation, except that any borrowing by a Fund that exceeds the fundamental
investment limitations stated above must be reduced to meet such limitations
within the period required by the 1940 Act (currently three days). Otherwise, a
Fund may continue to hold a security even though it causes the Fund to exceed a
percentage limitation because of fluctuation in the value of the Fund's assets.

MANAGEMENT

Trustees and Officers

The principal occupations of the Trustees and executive officers of the
Funds for the past five years are listed below. The address of each, unless
otherwise indicated, is 18 Campus Blvd., Suite 200, Newtown Square, Pennsylvania
19073. Trustees deemed to be "interested persons" of the Funds for purposes of
the 1940 Act are indicated by an asterisk.

<PAGE> 90
23

Trustees Biographies

John J. Pileggi,* Trustee, Chairman of the Board and President - Age
40. President and Chief Executive Officer of ING Mutual Funds Management Co. LLC
(1998-Present); Director of Furman Selz LLC (1994- present); Senior Managing
Director of Furman Selz LLC (1992-1994); Managing Director of Furman Selz LLC
(1984-1992).

Joseph N. Hankin, Trustee - Age 59. President, Westchester Community
College since 1971; Adjunct Professor of Columbia University Teachers College
since 1976.

Jack D. Rehm, Trustee - Age 66. Chairman of the Board (Retired) of
Meredith Corp. (1992-1997); President and Chief Executive Officer of Meredith
Corp. (1986-1996).

Blaine E. Rieke, Trustee - Age 65. General Partner of Huntington
Partners (1997-present); Chairman and Chief Executive Officer of Firstar Trust
Company (1973-1996).

Richard A. Wedemeyer, Trustee - Age 63 Vice President, The Channel
Corporation (1996-present); Vice President of Performance Advantage, Inc.
(1992-1996); Vice President, Operations and Administration of Jim Henson
Productions (1979-1997).

Officers Biographies

John J. Pileggi, President and Chief Executive Officer - Age 40. See
above.

Louis S. Citron, Vice President - Age 34. Senior Vice President and
General Counsel, ING Mutual Funds Management Co. LLC (1998-present); Attorney at
Kramer, Levin, Naftalis & Frankel (1994-1998); Attorney at Reid & Priest
(1991-1994).

Ralph G. Norton, III, Vice President - Age 39. Vice President and Chief
Investment Officer, ING Mutual Funds Management Co. LLC (1999-present); Managing
Editor, Standard & Poor's (1996-1999); Vice President, IBC Financial Data
(1992-1996).

Lisa M. Buono, Vice President - Age 34. Vice President - Financial
Operations, ING Mutual Funds Management Co. LLC (1999-present); Vice President,
Provident Advisers, Inc. (199_-1999).

Donald Brostrom, Treasurer - Age 40. Executive Vice President and Chief
Financial Officer, ING Mutual Funds Management Co. LLC (1998-present); Managing
Director, Furman Selz LLC (1984-1998).

Rachelle I. Rehner, Secretary - Age 37. Fund Legal Manager, ING Mutual
Funds Management Co. LLC (1998-present); Senior Legal Assistant, Kramer, Levin,
Naftalis & Frankel (1995-1998); Compliance Administrator, BISYS Funds Services
(1994-1995); Senior Legal Assistant, Battle Fowler (1989-1994).
<PAGE> 91
24

Charles Eng, Assistant Treasurer - Age 35, Fund Accounting Manager, ING
Mutual Funds Management Co. LLC (1998-present); Assistant Manager, Chase
Manhattan Bank (1997-1998); BISYS Fund Services (1996-1997); Associate Director,
Furman Selz LLC (1992-1997).

Amy Lau, Assistant Treasurer - Age 33. Fund Administration Manager, ING
Mutual Funds Management Co. LLC (1998-present); Assistant Vice President, Smith
Barney Asset Management (1996-1998); Associate Director, Furman Selz LLC
(1992-1995).

Trustees of the Funds not affiliated with ING or IFD receive from the
Funds an annual retainer of $5,000.00 and a fee of $835.00 for each Board of
Trustees meeting and Board committee meeting of the Funds attended and are
reimbursed for all out-of-pocket expenses relating to attendance at such
meetings. Trustees who are affiliated with ING or IFD do not receive
compensation from the Funds.

Investment Manager

ING Mutual Funds Management Co. LLC, 18 Campus Blvd., Suite 200,
Newtown Square, Pennsylvania 19073, serves as the Manager of the Funds. IMFC is
a wholly owned subsidiary of ING Groep N.V. ("ING Group"). Under the Management
Agreement, IMFC has overall responsibility, subject to the supervision of the
Board of Trustees, for engaging sub-advisers and for monitoring and evaluating
the management of the assets of each Fund by the Sub-Adviser. The Manager is
also responsible for monitoring and evaluating the Sub-Advisers on a periodic
basis, and will consider their performance records with respect to the
investment objectives and policies of each Fund. The Sub-Advisers are affiliated
with the Manager. IMFC also provides certain administrative services necessary
for the Funds' operations including; (i) coordination of the services performed
by the Funds' transfer agent, custodian, independent accountants and legal
counsel; (ii) regulatory compliance, including the compilation of information
for documents such as reports to, and filings with, the SEC and state securities
commissions; (iii) preparation of proxy statements and shareholder reports for
the Funds; (iv) general supervision relative to the compilation of data required
for the preparation of periodic reports distributed to the Funds' officers and
Board of Trustees; and (v) furnishing office space and certain facilities
required for conducting the business of the Funds.

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

The Management Agreement provides that the investment manager shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Funds in
<PAGE> 92
25

connection with its performance of services pursuant to the Management
Agreement, except loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the investment adviser in the performance of its
obligations under the Advisory Agreement.

An affiliate of the Manager will make a significant investment in the
Funds. The affiliate may redeem its investment in the Funds at any time. Such
redemption may have an adverse effect on the Funds. In addition, certain
provisions of the 1940 Act may prohibit the Funds from investing in securities
issued by affiliates of the ING Group. Such restrictions may adversely effect
the Funds.

Sub-Advisers

ING Investment Management, LLC ("IIM") serves as Sub-Adviser to each of
the Money Market Funds, other than the ING National Tax-Exempt Money Market
Fund, and the ING Intermediate Bond Fund, ING High Yield Bond Fund, ING Mortgage
Income Fund, and the ING Growth & Income Fund. Located in Atlanta, Georgia, IIM
is a Delaware limited liability company which is engaged in the business of
providing investment advice to affiliated insurance companies.

Baring International Investment Limited ("BIIL") serves as
co-Sub-Adviser to the ING International Bond Fund, ING International Equity Fund
and ING Emerging Markets Equity Fund. Located in London, BIIL is a wholly-owned
subsidiary of Baring Asset Management Holdings Limited ("BAMHL"), the parent of
the worldwide group of investment management companies that operate under the
collective name, Baring Asset Management (the "BAM Group").

Furman Selz Capital Management LLC ("FSCM") serves as Sub-Adviser to
the ING National Tax-Exempt Bond Fund, ING National Tax-Exempt Money Market
Fund, ING Mid Cap Growth Fund, ING Balanced Fund, and the ING Focus Fund.
Located at 230 Park Avenue, New York, New York 10169, FSCM is a Delaware limited
liability company which is engaged in the business of providing investment
advice to institutional and individual clients.

Baring Asset Management, Inc. ("BAM") serves as Sub-Adviser to the ING
Large Cap Growth Fund and ING Small Cap Growth Fund and acts as Co-Sub-Adviser
to the ING International Bond Fund, ING International Equity Fund and ING
Emerging Markets Equity Fund. Located at 125 High Street, Boston, Massachusetts
02110, BAM is a wholly-owned subsidiary of BAMHL.

Baring International Investment (Far East) Limited ("BIFL") acts as
Co-Sub-Adviser to the ING International Bond Fund, ING International Equity Fund
and ING Emerging Markets Equity Fund. BIFL is located at 19/F Edinburgh Tower,
The Landmark, 15 Queens Road, Central, Hong Kong. BIFL is a wholly-owned
subsidiary of BAMHL.
<PAGE> 93
26

ING Investment Management Advisors, B.V. ("IIMA"), serves as
Sub-Adviser to the ING Global Brand Names Fund, ING European Equity Fund, ING
Global Information Technology Fund, ING Internet Fund, ING Quality of Life Fund
and ING Global Real Estate Fund. Located at Schenkkade 65, 2595 AS, The Hague,
The Netherlands, IIMA operates under the collective management of ING Investment
Management.

Delta Asset Management ("Delta") serves as Sub-Adviser to the ING Tax
Efficient Equity Fund. Located at 333 South Grand Avenue, Los Angeles,
California, Delta is a division of Furman Selz Capital Management.

Distribution of Fund Shares

ING Funds Distributor, Inc., 18 Campus Blvd., Suite 200, Newtown
Square, Pennsylvania 19073, serves as Distributor and Principal Underwriter of
the Funds. As distributor, IFD sells shares of each Fund on behalf of the Trust.

Transfer Agent, Fund Accountant and Account Services

ING Fund Services Co., LLC has entered into a Fund Services Agreement
with the Funds pursuant to which ING Fund Services will perform or engage third
parties to perform transfer agency, fund accounting, account services and other
services. ING Fund Services has retained DST Systems, Inc. ("DST") to act as the
Funds' transfer agent and First Data Investors Services Group ("First Data") to
act as the Funds' fund accounting agent. DST is located at 333 W. 11th Street,
Kansas City, Missouri 64105. For their services as transfer agent and fund
accounting agent, DST and First Data, respectively, receive a fee from ING Fund
Services (and not the Funds), payable monthly, based upon the average daily net
assets of the Funds.

Rule 12b-1 Distribution Plan

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

The higher distribution fee attributable to Class B, C, and X shares is
designed to permit an investor to purchase such shares through registered
representatives of the Distributor and other broker-dealers without the
assessment of an initial sales charge and at the same time to permit the
Distributor to compensate its registered representatives and other
broker-dealers in connection with the sale of such shares. The distribution fee
for all classes may be used by the Distributor for the purpose of financing any
activity which is primarily intended to result in the sale of shares of the
applicable Fund. For example, such distribution fee may be used by the
Distributor: (a) to compensate broker-dealers, including the Distributor and its
registered representatives, for their sale of Fund shares, including the
implementation of various incentive programs with respect to broker-dealers,
banks, and other financial institutions, (b) to pay for interest and other
borrowing costs incurred by the
<PAGE> 94
27

distributor; and (c) to pay other advertising and promotional expenses in
connection with the distribution of Fund shares. These advertising and
promotional expenses include, by way of example but not by way of limitation,
costs of prospectuses for other than current shareholders; preparation and
distribution of sales literature; advertising of any type; expenses of branch
offices provided jointly by the Distributor and affiliated companies; and
compensation paid to and expenses incurred by officers, employees or
representatives of the Distributor or of other broker-dealers, banks, or other
financial institutions, including travel, entertainment, and telephone expenses.
If the distribution plan is terminated by the Funds, the Board of Trustees may
allow the Funds to pay the 12b-1 Fees to the Distributor for distributing shares
before the plan was terminated.

SHAREHOLDER SERVICING PLAN

The Funds have adopted a Shareholder Servicing Plan pursuant to which
it may pay a service fee up to an annual rate of 0.25% of Fund average daily net
assets of the Class A, Class B, Class C and Class X shares to various banks,
trust companies, broker-dealers (other than the Distributor) or other financial
organizations including the Manager and its affiliates (collectively, "Service
Organizations") that provide certain administrative and support services to
their customers who own shares of the Funds.

Some Service Organizations may impose additional or different
conditions on their clients, such as requiring their clients to invest more than
the minimum initial or subsequent investments specified by the Funds or charging
a direct fee for servicing. If imposed, these fees would be in addition to any
amounts which might be paid to the Service Organization by the Funds. Each
Service Organization has agreed to transmit to its clients a schedule of any
such fees. Shareholders using Service Organizations are urged to consult them
regarding any such fees or conditions.

The Glass-Steagall Act and other applicable laws, among other things,
prohibit banks from engaging in the business of underwriting, selling or
distributing securities. There currently is no precedent prohibiting banks from
performing administrative and shareholder servicing functions as Service
Organizations. However, judicial or administrative decisions or interpretations
of such laws, as well as changes in either Federal or state statutes or
regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, could prevent a bank from continuing to perform all
or a part of its servicing activities. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed herein
and banks and financial institutions may be required to register as dealers
pursuant to state law. If a bank were prohibited from so acting, its shareholder
clients would be permitted to remain shareholders of the Funds and alternative
means for continuing the servicing of such shareholders would be sought. In that
event, changes in the operation of the Funds might occur and a shareholder
serviced by such a bank might no longer be able to avail itself to any services
then being provided by the bank. It is not expected that shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
<PAGE> 95
28

DETERMINATION OF NET ASSET VALUE

As indicated under "Fund Share Valuation" in the applicable Prospectus,
the Money Market Funds use the amortized cost method to determine the value of
its portfolio securities pursuant to Rule 2a-7 under the 1940 Act. The amortized
cost method involves valuing a security at its cost and amortizing any discount
or premium over the period until maturity regardless of the impact of
fluctuating interest rates on the market value of the security. While this
method provides certainty in valuation, it may result in periods during which
the value, as determined by amortized cost, is higher or lower than the price
which the Fund would receive if the security were sold. During these periods,
the yield to a shareholder may differ somewhat from that which could be obtained
from a similar fund which utilizes a method of valuation based upon market
prices. Thus, during periods of declining interest rates, if the use of the
amortized cost method resulted in lower value of a Fund's portfolio on a
particular day, a prospective investor in the Fund would be able to obtain a
somewhat higher yield than would result from an investment in a fund utilizing
solely market values and existing Fund shareholders would receive
correspondingly less income. The converse would apply during periods of rising
interest rates.

Rule 2a-7 provides that in order to value its portfolio using the
amortized cost method, the Money Market Funds must maintain a dollar-weighted
average portfolio maturity of 90 days or less, purchase securities having
remaining maturities of 397 days or less and invest only in U.S. dollar
denominated eligible securities determined by the Trust's Board of Trustees to
be of minimal credit risks and which (1) have received the highest short-term
rating by at least two NRSROs, such as "A-1" by Standard & Poor's and "P-1" by
Moody's; (2) are single rated and have received the highest short-term rating by
a NRSRO; or (3) are unrated, but are determined to be of comparable quality by
the Sub-Adviser.

In addition, the Money Market Funds will not invest more than 5% of
their total assets in the securities (including the securities collateralizing a
repurchase agreement) of a single issuer, except that, the Funds may invest in
U.S. Government securities or repurchase agreements that are collateralized by
U.S. Government securities without any such limitation. The Money Market Funds
may invest up to 25% of its total assets in the first tier securities of a
single issuer for a period of up to three business days after the acquisition
thereof provided that the Fund may not invest in the securities of more than one
issuer in accordance with this provision at any one time.

Pursuant to Rule 2a-7, the Board of Trustees is also required to
establish procedures designed to stabilize, to the extent reasonably possible,
the price per share of the Funds, as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the Fund's portfolio
holdings by the Board of Trustees, at such intervals as it may deem appropriate,
to determine whether the net asset value of the Funds calculated by using
available market quotations deviates from $1.00 per share based on amortized
cost. The extent of any deviation will be examined by the Board of Trustees. If
such deviation exceeds 1/2 of 1%, the Board of Trustees will promptly consider
what action, if any, will be initiated. In the event the Board of Trustees
determines that a deviation exists which may result in
<PAGE> 96
29

material dilution or other unfair results to investors or existing shareholders,
the Board of Trustees will take such corrective action as it regards as
necessary and appropriate, which may include selling portfolio instruments prior
to maturity to realize capital gains or losses or to shorten average portfolio
maturity, withholding dividends or establishing a net asset value per share by
using available market quotations.

The Non-Money Market Funds value their portfolio securities in
accordance with the procedures described in the Prospectus.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The Prospectus contains a general description of how investors may buy
shares of the Funds and states whether the Funds offer more than one class of
shares. This SAI contains additional information which may be of interest to
investors. Class A Shares are generally sold with a sales charge payable at the
time of purchase (with the exception of the Money Market Funds which charges no
sales charge). The prospectuses contain a table of applicable sales charges.
Certain purchases of Class A shares may be exempt from a sales charge. Class B
and X shares may be subject to a contingent deferred sales charge ("CDSC")
payable upon redemption within a specified period after purchase. The
prospectuses contain a table of applicable CDSCs. Class B and X shares will
automatically convert into Class A shares which are not subject to sales charges
or a CDSC and which are available only to certain investors. Class C shares are
offered without an initial sales charge.

The Funds may sell shares without a sales charge or CDSC pursuant to
several different Special Purchase Plans.

The obligation of each Fund to redeem its shares when called upon to do
so by the shareholder is mandatory with certain exceptions. The Funds will pay
in cash all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of 250,000 or 1% of the net asset value
of a Fund at the beginning of such period. When redemption requests exceed such
amount, however, the Funds reserve the right to make part or all of the payment
in the form of readily marketable securities or other assets of the Fund. An
example of when this might be done is in case of emergency, such as in those
situations enumerated in the following paragraph, or at any time a cash
distribution would impair the liquidity of the Fund to the detriment of the
existing shareholders. Any securities being so distributed would be valued in
the same manner as the portfolio of the Fund is valued. If the recipient sold
such securities, he or she probably would incur brokerage charges.

Redemption of shares, or payment, may be suspended at times (a) when
the New York Stock Exchange is closed for other than customary weekend or
holiday closings, (b) when trading on New York Stock Exchange is restricted, (c)
when an emergency exists, as a result of which disposal by a Fund of securities
owned by it is not reasonably practicable, or it is not reasonably practicable
for a Fund fairly to determine the value of its net assets, or during any other
period when the SEC, by order, so permits; provided that applicable rules
<PAGE> 97
30

and regulations of the SEC shall govern as to whether the conditions prescribed
in (b) or (c) exist. The New York Stock Exchange is not open for business on the
following holidays (nor on the nearest Monday or Friday if the holiday falls on
a weekend), on which the Funds will not redeem shares: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day.

PORTFOLIO TRANSACTIONS

Investment decisions for the Funds and for the other investment
advisory clients of the Sub-Adviser are made with a view to achieving their
respective investment objectives. Investment decisions are the product of many
factors in addition to basic suitability for the particular client involved.
Thus, a particular security may be bought or sold for certain clients even
though it could have been bought or sold for other clients at the same time.
Likewise, a particular security may be bought for one or more clients when one
or more clients are selling the security. In some instances, one client may sell
a particular security to another client. It also sometimes happens that two or
more clients simultaneously purchase or sell the same security, in which event
each day's transactions in such security are, insofar as possible, averaged as
to price and allocated between such clients in a manner which in the
Sub-Adviser's opinion is equitable to each and in accordance with the amount
being purchased or sold by each. There may be circumstances when purchases or
sales of portfolio securities for one or more clients will have an adverse
effect on other clients.

The Funds have no obligation to deal with any dealer or group of
dealers in the execution of transactions in portfolio securities. Subject to
policies established by the Funds' Boards of Trustees, the Sub-Adviser is
primarily responsible for portfolio decisions and the placing of portfolio
transactions. In placing orders, it is the policy of the Funds to obtain the
best results taking into account the broker-dealer's general execution and
operational facilities, the type of transaction involved and other factors such
as the dealer's risk in positioning the securities. While the Sub-Adviser
generally seeks reasonably competitive spreads or commissions, the Funds will
not necessarily be paying the lowest spread or commission available. The
reasonableness of such spreads or brokerage commissions will be evaluated by
comparing spreads or commissions among brokers or dealers in consideration of
the factors listed immediately above and research services described below.

Purchases and sales of securities will often be principal transactions
in the case of debt securities and equity securities traded otherwise than on an
exchange. The purchase or sale of equity securities will frequently involve the
payment of a commission to a broker-dealer who effects the transaction on behalf
of a Fund. Debt securities normally will be purchased or sold from or to issuers
directly or to dealers serving as market makers for the securities at a net
price. Generally, money market securities are traded on a net basis and do not
involve brokerage commissions. Under the 1940 Act, persons affiliated with the
Funds or the Distributor are prohibited from dealing with the Funds as a
principal in the purchase and
<PAGE> 98
31

sale of securities except in limited situations permitted by SEC regulations,
unless a permissive order allowing such transactions is obtained from the SEC.

The cost of executing portfolio securities transactions for the Money
Market Funds primarily consists of dealer spreads and underwriting commissions.
Under the 1940 Act, persons affiliated with the Funds or the Distributor are
prohibited from dealing with the Funds as a principal in the purchase and sale
of securities unless a permissive order allowing such transactions is obtained
from the SEC.

The Sub-Adviser may, in circumstances in which two or more
broker-dealers are in a position to offer comparable results, give preference to
a dealer which has provided statistical or other research services to the
Sub-Adviser. By allocating transactions in this manner, the Sub-Adviser is able
to supplement its research and analysis with the views and information of
securities firms. These items, which in some cases may also be purchased for
cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities and recommendations as
to the purchase and sale of securities. Some of these services are of value to
the Sub-Adviser in advising various of its clients (including the Funds),
although not all of these services are necessarily useful and of value in
managing the Funds. The management fee paid by the Funds is not reduced because
the Sub-Adviser and its affiliates receive such services.

As permitted by Section 28(e) of the Securities Exchange Act of 1934
(the "Act"), the Sub-Adviser may cause the Funds to pay a broker-dealer which
provides "brokerage and research services" (as defined in the Act) to the
Sub-Adviser an amount of disclosed commission for effecting a securities
transaction for the Funds in excess of the commission which another
broker-dealer would have charged for effecting that transaction.

Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Trustees may determine, the
Sub-Adviser may consider sales of shares of the Funds as a factor in the
selection of broker-dealers to execute portfolio transactions for the Funds.

Portfolio Turnover

Changes may be made in the portfolio consistent with the investment
objectives and policies of the Funds whenever such changes are believed to be in
the best interests of the Funds and their shareholders. It is anticipated that
the annual portfolio turnover rate normally will not exceed the amounts stated
in the Funds' Prospectuses and financial statements. Portfolio turnover rate is,
in general, the percentage computed by taking the lesser of purchases or sales
of portfolio securities (excluding securities with a maturity date of one year
or less at the time of acquisition) for the period and dividing it by the
monthly average of the market value of such securities during the period.
<PAGE> 99
32

For purposes of this calculation, portfolio securities exclude all
securities having a maturity when purchased of one year or less.

TAXATION

The Funds intend to qualify and elect annually to be treated as
regulated investment companies under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"). To qualify as a regulated investment company,
a Fund must (a) distribute to shareholders at least 90% of its investment
company taxable income (which includes, among other items, dividends, taxable
interest and the excess of net short-term capital gains over net long-term
capital losses); (b) derive in each taxable year at least 90% of its gross
income from dividends, interest, payments with respect to securities loans and
gains from the sale or other disposition of stock, securities or foreign
currencies or other income derived with respect to its business of investing in
such stock, securities or currencies; and (c) diversify its holdings so that, at
the end of each quarter of the taxable year, (i) at least 50% of the market
value of the Fund's assets is represented by cash and cash items (including
receivables), U.S. Government securities, the securities of other regulated
investment companies and other securities, with such other securities of any one
issuer limited for the purposes of this calculation to an amount not greater
than 5% of the value of the Fund's total assets and not greater than 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government securities or the securities of other regulated investment
companies). In addition, a Fund earning tax-exempt interest must, in each year,
distribute at least 90% of its net tax-exempt income. By meeting these
requirements, the Funds generally will not be subject to Federal income tax on
its investment company taxable income and net capital gains which are
distributed to shareholders. If the Funds do not meet all of these Code
requirements, they will be taxed as ordinary corporations and their
distributions will be taxed to shareholders as ordinary income.

Amounts, other than tax-exempt interest, not distributed on a timely
basis in accordance with a calendar year distribution requirement are subject to
a nondeductible 4% excise tax. To prevent imposition of the excise tax, each
Fund must distribute for each calendar year an amount equal to the sum of (1) at
least 98% of its ordinary income (excluding any capital gains or losses) for the
calendar year, (2) at least 98% of the excess of its capital gains over capital
losses (adjusted for certain ordinary losses) for the one-year period ending
October 31 of such year, and (3) all ordinary income and capital gain net income
(adjusted for certain ordinary losses) for previous years that were not
distributed during such years. A distribution, including an "exempt-interest
dividend," will be treated as paid on December 31, of a calendar year if it is
declared by a Fund during October, November or December of that year to
shareholders of record on a date in such a month and paid by the Fund during
January of the following year. Such distributions will be taxable to
shareholders in the calendar year in which the distributions are declared,
rather than the calendar year in which the distributions are received.

Some Funds may invest in stocks of foreign companies that are
classified under the Code as passive foreign investment companies ("PFICs"). In
general, a foreign company
<PAGE> 100
33

is classified as a PFIC under the Code if at least one-half of its assets
constitutes investment-type assets or 75% or more of its gross income is
investment-type income. Under the PFIC rules, an "excess distribution" received
with respect to PFIC stock is treated as having been realized ratably over the
period during which the Fund held the PFIC stock. A Fund itself will be subject
to tax on the portion, if any, of the excess distribution that is allocated to
the Fund's holding period in prior taxable years (and an interest factor will be
added to the tax, as if the tax had actually been payable in such prior taxable
years) even though the Fund distributes the corresponding income to
shareholders. Excess distributions include any gain from the sale of PFIC stock
as well as certain distributions from a PFIC. All excess distributions are
taxable as ordinary income.

A Fund may be able to elect alternative tax treatment with respect to
PFIC stock. Under an election that currently may be available, a Fund generally
would be required to include in its gross income its share of the earnings of a
PFIC on a current basis, regardless of whether any distributions are received
from the PFIC. If this election is made, the special rules, discussed above,
relating to the taxation of excess distributions, would not apply. In addition,
other elections may become available that would affect the tax treatment of PFIC
stock held by a Fund. Each Fund's intention to qualify annually as a regulated
investment company may limit its elections with respect to PFIC stock.

Because the application of the PFIC rules may affect, among other
things, the character of gains, the amount of gain or loss and the timing of the
recognition of income with respect to PFIC stock, as well as subject a Fund
itself to tax on certain income from PFIC stock, the amount that must be
distributed to shareholders and that will be taxed to shareholders as ordinary
income or long-term capital gain may be increased or decreased substantially as
compared to a Fund that did not invest in PFIC stock. Investors should consult
their own tax advisors in this regard.

Distributions of investment company taxable income generally are
taxable to shareholders as ordinary income. Distributions from certain of the
Funds may be eligible for the dividends-received deduction available to
corporations. To the extent dividends received by a Fund are attributable to
foreign corporations, a corporation that owns shares will not be entitled to the
dividends-received deduction with respect to its pro rata portion of such
dividends, since the dividends-received deduction is generally available only
with respect to dividends paid by domestic corporations. Proposed legislation,
if enacted, would reduce the dividends-received deduction from 70 to 50 percent.

Distributions of net long-term capital gains, if any, designated by the
Funds as long-term capital gain dividends are taxable to shareholders as
long-term capital gain, regardless of the length of time the Funds' shares have
been held by a shareholder. All distributions are taxable to the shareholder in
the same manner whether reinvested in additional shares or received in cash.
Shareholders will be notified annually as to the Federal tax status of
distributions.
<PAGE> 101
34

Distributions by a Fund reduce the net asset value of the Fund's
shares. Should a distribution reduce the net asset value below a shareholder's
cost basis, such distribution, nevertheless, would be taxable to the shareholder
as ordinary income or capital gain as described above, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares just prior to a distribution by the Funds. The price of shares
purchased at that time includes the amount of the forthcoming distribution.
Those purchasing just prior to a distribution will receive a distribution which
nevertheless generally will be taxable to them.

Upon the taxable disposition (including a sale or redemption) of shares
of a Fund, a shareholder may realize a gain or loss depending upon his basis in
his shares. Such gain or loss generally will be treated as capital gain or loss
if the shares are capital assets in the shareholders' hands. Such gain or loss
will be long-term or short-term, generally depending upon the shareholder's
holding period for the shares. However, a loss realized by a shareholder on the
disposition of Fund shares with respect to which capital gain dividends have
been paid will, to the extent of such capital gain dividends, be treated as
long-term capital loss if such shares have been held by the shareholder for six
months or less. A loss realized on the redemption, sale or exchange of Fund
shares will be disallowed to the extent an exempt interest dividend was received
with respect to those shares if the shares have been held by the shareholder for
six months or less. Further, a loss realized on a disposition will be disallowed
to the extent the shares disposed of are replaced (whether by reinvestment of
distributions or otherwise) within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of. In such a case, the basis
of the shares acquired will be adjusted to reflect the disallowed loss.
Shareholders receiving distributions in the form of additional shares will have
a cost basis for Federal income tax purposes in each share received equal to the
net asset value of a share of the Funds on the reinvestment date.

The taxation of equity options is governed by Code section 1234.
Pursuant to Code section 1234, the premium received by a Fund for selling a put
or call option is not included in income at the time of receipt. If the option
expires, the premium is short-term capital gain to the Fund. If the Fund enters
into a closing transaction, the difference between the amount paid to close out
its position and the premium received is short-term capital gain or loss. If a
call option written by a Fund is exercised, thereby requiring the Fund to sell
the underlying security, the premium will increase the amount realized upon the
sale of such security and any resulting gain or loss will be a capital gain or
loss, and will be long-term or short-term depending upon the holding period of
the security. With respect to a put or call option that is purchased by a Fund,
if the option is sold any resulting gain or loss will be a capital gain or loss,
and will be long-term or short-term, depending upon the holding period of the
option. If the option expires, the resulting loss is a capital loss and is
long-term or short-term, depending upon the holding period of the option. If the
option is exercised, the cost of the option, in the case of a call option, is
added to the basis of the purchased security and in the case of a put option,
reduces the amount realized on the underlying security in determining gain or
loss.
<PAGE> 102
35

Certain of the options, futures contracts, and forward foreign currency
exchange contracts that several of the Funds may invest in are so-called
"section 1256 contracts." With certain exceptions, gains or losses on section
1256 contracts generally are considered 60% long-term and 40% short-term capital
gains or losses ("60/40"). Also, section 1256 contracts held by a Fund at the
end of a taxable year (and, generally, for purposes of the 4% excise tax, on
October 31 of each year) are "marked-to market" with the result that unrealized
gains or losses are treated as though they were realized and the resulting gain
or loss is treated as 60/40 gain or loss. Investors should consult their own tax
advisors in this regard.

Generally, the hedging transactions undertaken by a Fund may result in
"straddles" for Federal income tax purposes. The straddle rules may affect the
character of gains (or losses) realized by a Fund. In addition, losses realized
by a Fund on a position that is part of a straddle may be deferred under the
straddle rules, rather than being taken into account in calculating the taxable
income for the taxable year in which such losses are realized. Because only a
few regulations implementing the straddle rules have been promulgated, the tax
consequences to a Fund of hedging transactions are not entirely clear. Hedging
transactions may increase the amount of short-term capital gain realized by a
Fund which is taxed as ordinary income when distributed to stockholders.

A Fund may make one or more of the elections available under the Code
which are applicable to straddles. If a Fund makes any of the elections, the
amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under the rules according to the
election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

Because application of the straddle rules may affect the character of
gains or losses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which must be
distributed to shareholders and which will be taxed to shareholders as ordinary
income or long-term capital gain may be increased or decreased substantially as
compared to a Fund that did not engage in such hedging transactions. Investors
should consult their own tax advisors in this regard.

Certain requirements that must be met under the Code in order for a
Fund to qualify as a regulated investment company, may limit the extent to which
a Fund will be able to engage in transactions in options, futures, and forward
contracts.

Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time a Fund accrues interest, dividends
or other receivables, or accrues expenses or other liabilities denominated in a
foreign currency, and the time the Fund actually collects such receivables, or
pays such liabilities, generally are treated as ordinary income or ordinary
loss. Similarly, on disposition of debt securities denominated in a foreign
currency and on disposition of certain options and forward and futures
contracts, gains or losses attributable to fluctuations in the value of foreign
currency between the date of
<PAGE> 103
36

acquisition of the security or contract and the date of disposition also are
treated as ordinary gain or loss. These gains or losses, referred to under the
Code as "section 988" gains or losses, may increase, decrease, or eliminate the
amount of a Fund's investment company taxable income to be distributed to its
shareholders as ordinary income. Investors should consult their own tax advisors
in this regard.

Income received by a Fund from sources within foreign countries may be
subject to withholding and other similar income taxes imposed by the foreign
country. If more than 50% of the value of a Fund's total assets at the close of
its taxable year consists of securities of foreign corporations, the Fund will
be eligible and intends to elect to "pass-through" to its shareholders the
amount of such foreign taxes paid by the Fund. Pursuant to this election, a
shareholder would be required to include in gross income (in addition to taxable
dividends actually received) his pro rata share of the foreign taxes paid by a
Fund and would be entitled either to deduct his pro rata share of foreign taxes
in computing his taxable income or to use it as a foreign tax credit against his
U.S. Federal income tax liability, subject to limitations. No deduction for
foreign taxes may be claimed by a shareholder who does not itemize deductions,
but such a shareholder may be eligible to claim the foreign tax credit (see
below). Each shareholder will be notified within 60 days after the close of a
Fund's taxable year whether the foreign taxes paid by a Fund will "pass-through"
for that year and, if so, such notification will designate (a) the shareholder's
portion of the foreign taxes paid to each such country, and (b) the portion of
the dividend which represents income derived from foreign sources.

Generally, a credit for foreign taxes is subject to the limitation that
it may not exceed the shareholder's U.S. tax attributable to his total foreign
source taxable income. For this purpose, if a Fund makes the election described
in the preceding paragraph, the source of the Fund's income flows through to its
shareholders. With respect to a Fund, gains from the sale of securities will be
treated as derived from U.S. sources and certain currency fluctuations gains,
including fluctuation gains from foreign currency-denominated debt securities,
receivables and payables, will be treated as ordinary income derived from U.S.
sources. The limitation on the foreign tax credit is applied separately to
foreign source passive income (as defined for purposes of the foreign tax
credit) including foreign source passive income of a Fund. The foreign tax
credit may offset only 90% of the alternative minimum tax imposed on
corporations and individuals, and foreign taxes generally may not be deducted in
computing alternative minimum taxable income.

The Funds are required to report to the Internal Revenue Service
("IRS") all distributions except in the case of certain exempt shareholders. All
such distributions generally are subject to withholding of Federal income tax at
a rate of 31% ("backup withholding") in the case of non-exempt shareholders if
(1) the shareholder fails to furnish the Funds with and to certify the
shareholder's correct taxpayer identification number or social security number,
(2) the IRS notifies the Funds or a shareholder that the shareholder has failed
to report properly certain interest and dividend income to the IRS and to
respond to notices to that effect, or (3) when required to do so, the
shareholder fails to certify that he is not subject to backup withholding. If
the withholding provisions are applicable, any such distributions,
<PAGE> 104
37

whether reinvested in additional shares or taken in cash, will be reduced by the
amounts required to be withheld. Backup withholding is not an additional tax.
Any amount withheld may be credited against the shareholder's U.S. Federal
income tax liability. Investors may wish to consult their tax advisers about the
applicability of the backup withholding provisions.

The foregoing discussion relates only to Federal income tax law as
applicable to U.S. persons (i.e., U.S. citizens and residents and U.S.
corporations, partnerships, trusts and estates). Distributions by the Funds also
may be subject to state and local taxes and their treatment under state and
local income tax laws may differ from Federal income tax treatment.
Distributions of a Fund which are derived from interest on obligations of the
U.S. Government and certain of its agencies and instrumentalities may be exempt
from state and local income taxes in certain states. Shareholders should consult
their tax advisers with respect to particular questions of Federal, state and
local taxation. Shareholders who are not U.S. persons should consult their tax
advisers regarding U.S. and foreign tax consequences of ownership of shares of
the Funds including the likelihood that distributions to them would be subject
to withholding of U.S. tax at a rate of 30% (or at a lower rate under a tax
treaty).

ING National Tax-Exempt Bond Fund and ING National Tax-Exempt Money
Market Fund. These Funds intend to manage their respective portfolios so that
each will be eligible to pay "exempt-interest dividends" to shareholders. The
Funds will so qualify if, at the close of each quarter of its taxable year, at
least 50% of the value of their respective total assets consists of state,
municipal, and certain other securities, the interest on which is exempt from
the regular Federal income tax. To the extent that a Fund's dividends
distributed to shareholders are derived from such interest income and are
designated as exempt-interest dividends by the Fund, they will be excludable
from a shareholder's gross income for Federal income tax purposes.
Exempt-interest dividends, however, must be taken into account by shareholders
in determining whether their total incomes are large enough to result in
taxation of up to 85% of their Social Security benefits and certain railroad
retirement benefits. The Funds will inform shareholders annually as to the
portion of the distributions from the Fund which constitute except-interest
dividends. In addition, for corporate shareholders of the Funds, exempt interest
dividends may comprise part or all of an adjustment to alternative minimum
taxable income. Exempt-interest dividends that are attributable to certain
private activity bonds, while not subject to the regular Federal income tax, may
constitute an item of tax preference for purposes of the alternative minimum
tax.

To the extent that a Fund's dividends are derived from its investment
company taxable income (which includes interest on its temporary taxable
investments and the excess of net short-term capital gain over net long-term
capital loss), they are considered ordinary (taxable) income for Federal income
tax purposes. Such dividends will not qualify for the dividends-received
deduction for corporations. Distributions, if any, of net long-term capital
gains (the excess of net long-term capital gain over net short-term capital
loss) designated by a Fund as long-term capital gain dividends are taxable to
shareholders as long-term capital gain regardless of the length of time the
shareholder has owned shares of the Fund.
<PAGE> 105
38

OTHER INFORMATION

Capitalization

The Trust is a Delaware business trust established under a Trust
Instrument dated July 30, 1998 and currently consists of twenty-three separately
managed portfolios, all of which are discussed in this SAI. Each portfolio,
except as noted, is comprised of five different classes of shares -- Class A
shares, Class B shares, Class C shares, Class X shares and Class I shares. The
ING National Tax-Exempt Bond Fund and the ING National Tax-Exempt Money Market
Fund do not offer Class X and Class I shares.

The capitalization of the Funds consists solely of an unlimited number
of shares of beneficial interest with a par value of $0.001 each. The Board of
Trustees may establish additional Funds (with different investment objectives
and fundamental policies) at any time in the future. Establishment and offering
of additional Funds will not alter the rights of the shareholders. When issued,
shares are fully paid, non-assessable, redeemable and freely transferable.
Shares do not have preemptive rights or subscription rights. In any liquidation
of a Fund, each shareholder is entitled to receive his pro rata share of the net
assets of that Fund.

In the event of a liquidation or dissolution of the Funds or an
individual Fund, shareholders of a particular Fund would be entitled to receive
the assets available for distribution belonging to such Fund, and a
proportionate distribution, based upon the relative net asset values of the
respective Funds, of any general assets not belonging to any particular Fund
which are available for distribution. Shareholders of a Fund are entitled to
participate in the net distributable assets of the particular Fund involved in
liquidation, based on the number of shares of the Fund that are held by each
shareholder.

Voting Rights

Under the Trust Instrument, the Funds are not required to hold annual
meetings of each Fund's shareholders to elect Trustees or for other purposes. It
is not anticipated that the Funds will hold shareholders' meetings unless
required by law or the Trust Instrument. In this regard, the Trust will be
required to hold a meeting to elect Trustees to fill any existing vacancies on
the Board if, at any time, fewer than a majority of the Trustees have been
elected by the shareholders of the Funds. In addition, the Trust Instrument
provides that the holders of not less than two-thirds of the outstanding shares
of the Funds may remove persons serving as Trustee either by declaration in
writing or at a meeting called for such purpose. The Trustees are required to
call a meeting for the purpose of considering the removal of persons serving as
Trustee if requested in writing to do so by the holders of not less than 10% of
the outstanding shares of the Funds. To the extent required by applicable law,
the Trustees shall assist shareholders who seek to remove any person serving as
Trustee.
<PAGE> 106
39

The Funds' shares do not have cumulative voting rights, so that the
holder of more than 50% of the outstanding shares may elect the entire Board of
Trustees, in which case the holders of the remaining shares would not be able to
elect any Trustees.

Shareholders of all of the Funds, as well as those of any other
investment portfolio now or hereafter offered by the Fund, will vote together in
the aggregate and not separately on a Fund-by-Fund basis, except as otherwise
required by law or when permitted by the Board of Trustees. Rule 18f-2 under the
1940 Act provides that any matter required to be submitted to the holders of the
outstanding voting securities of an investment company such as the Funds shall
not be deemed to have been effectively acted upon unless approved by the holders
of a majority of the outstanding shares of each Fund affected by the matter. A
Fund is affected by a matter unless it is clear that the interests of each Fund
in the matter are substantially identical or that the matter does not affect any
interest of the Fund. Under the Rule, the approval of an investment advisory
agreement or any change in a fundamental investment policy would be effectively
acted upon with respect to a Fund only if approved by a majority of the
outstanding shares of such Fund. However, the Rule also provides that the
ratification of the appointment of independent auditors, the approval of
principal underwriting contracts and the election of trustees may be effectively
acted upon by shareholders of the Funds voting together in the aggregate without
regard to a particular Fund.

Custodian

Investors Fiduciary Trust Company acts as custodian of the Trust's
assets. The Trustees of the Funds have reviewed and approved custodial
arrangements for securities held outside of the United States in accordance with
Rule 17f-5 of the 1940 Act.

Yield and Performance Information

The Funds may, from time to time, include their yields, effective
yields, tax equivalent yields and average annual total returns in advertisements
or reports to shareholders or prospective investors.

Current yields for the Money Market Funds will be based on the change
in the value of a hypothetical investment (exclusive of capital changes such as
gains or losses from the sale of securities and unrealized appreciation and
depreciation) over a particular seven-day period, less a pro rata share of each
Fund's expenses accrued over that period (the "base period"), and stated as a
percentage of the investment at the start of the base period (the "base period
return"). The base period return is then annualized by multiplying by 365/7,
with the resulting yield figure carried to at least the nearest hundredth of one
percent. "Effective yield" for each Money Market Fund assumes that all dividends
received during the base period have been reinvested. Calculation of "effective
yield" begins with the same "base period return" used in the calculation of
yield, which is then annualized to reflect weekly compounding pursuant to the
following formula:

Effective Yield = [(Base Period Return +1) [(RAISED TO THE (365/7) POWER]] - 1.
<PAGE> 107
40

Quotations of yield for the Non-Money Market Funds will be based on the
investment income per share earned during a particular 30-day period, less
expenses accrued during a period ("net investment income") and will be computed
by dividing net investment income by the maximum offering price per share on the
last day of the period, according to the following formula:

a - b 6
YIELD = 2[( ---- +1 ) - 1]
cd

where a = dividends and interest earned during the period, b = expenses
accrued for the period (net of any reimbursements), c = the average daily number
of shares outstanding during the period that were entitled to receive dividends,
and d = the maximum offering price per share on the last day of the period.

Quotations of the tax-equivalent yield for the ING National Tax-Exempt
Bond Fund will be calculated according to the following formula:

TAX EQUIVALENT YIELD = ( E )
-----
1 - p

E = Tax-Exempt yield
p = stated income tax rate

Quotations of average annual total return will be expressed in terms of
the average annual compounded rate of return of a hypothetical investment in a
Fund over periods of 1, 5 and 10 years (up to the life of the Fund), calculated
pursuant to the following formula:

n
P(l+T) = ERV

(where P = a hypothetical initial payment of $1,000, T = the average
annual total return, n = the number of years, and ERV = the ending redeemable
value of a hypothetical $1,000 payment made at the beginning of the period). All
total return figures will reflect a proportional share of Fund expenses (net of
certain reimbursed expenses) on an annual basis, and will assume that all
dividends and distributions are reinvested when paid.

Quotations of yield and total return will reflect only the performance
of a hypothetical investment in the Funds during the particular time period
shown. Yield and total return for the Funds will vary based on changes in the
market conditions and the level of a Fund's expenses, and no reported
performance figure should be considered an indication of performance which may
be expected in the future.
<PAGE> 108
41

In connection with communicating its yields or total return to current
or prospective shareholders, the Funds also may compare these figures to the
performance of other mutual funds tracked by mutual fund rating services or to
other unmanaged indices which may assume reinvestment of dividends but generally
do not reflect deductions for administrative and management costs.

Performance information for the Funds may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index, Dow Jones
Industrial Average, or other unmanaged indices so that investors may compare the
Funds' results with those of a group of unmanaged securities widely regarded by
investors as representative of the securities markets in general; (ii) other
groups of mutual funds tracked by Lipper Analytical Services, a widely used
independent research firm which ranks mutual funds by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons who rank mutual funds on overall performance or other
criteria; and (iii) the Consumer Price Index (measure for inflation) to assess
the real rate of return from an investment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

Investors who purchase and redeem shares of the Funds through a
customer account maintained at a Service Organization may be charged one or more
of the following types of fees as agreed upon by the Service Organization and
the investor, with respect to the customer services provided by the Service
Organization: account fees (a fixed amount per month or per year); transaction
fees (a fixed amount per transaction processed); compensating balance
requirements (a minimum dollar amount a customer must maintain in order to
obtain the services offered); or account maintenance fees (a periodic charge
based upon a percentage of the assets in the account or of the dividends paid on
those assets). Such fees will have the effect of reducing the yield and average
annual total return of the Funds for those investors. Investors who maintain
accounts with the Trust as transfer agent will not pay these fees.

Independent Auditors

Ernst & Young LLP serves as the independent auditors for the Funds.
Ernst & Young LLP provides audit services, tax return preparation and assistance
and consultation in connection with review of SEC filings. Ernst & Young LLP's
address is 787 Seventh Avenue, New York, NY 10019

Registration Statement

This SAI and the Prospectus do not contain all the information included
in the Funds' Registration Statement filed with the SEC under the Securities Act
of 1933 with respect to the securities offered hereby, certain portions of which
have been omitted pursuant to the rules and regulations of the SEC. The
Registration Statement, including the exhibits filed therewith, may be examined
at the office of the SEC in Washington, D.C.
<PAGE> 109
42

Statements contained herein and in the Prospectus as to the
contents of any contract or other documents referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or other documents filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.
<PAGE> 110
43

APPENDIX

DESCRIPTION OF MOODY'S BOND RATINGS:

Excerpts from Moody's description of its four highest bond ratings are
listed as follows: Aaa -- judged to be the best quality and they carry the
smallest degree of investment risk; Aa -- judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally know as
high grade bonds; A -- possess many favorable investment attributes and are to
be considered as "upper medium grade obligations"; Baa -- considered to be
medium grade obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. This group is the
lowest which qualifies for investment grade. Other Moody's bond descriptions
include: Ba -- judged to have speculative elements, their future cannot be
considered as well assured; B -- generally lack characteristics of the desirable
investment; Caa -- are of poor standing. Such issues may be in default or there
may be present elements of danger with respect to principal or interest; Ca
- -- speculative in a high degree, often in default; C -- lowest rated class of
bonds, regarded as having extremely poor prospects.

Moody's also supplies numerical indicators 1, 2 and 3 to rating
categories. The modifier 1 indicates that the security is in the higher end of
its rating category; the modifier 2 indicates a mid-range ranking; and modifier
3 indicates a ranking toward the lower end of the category.

DESCRIPTION OF S&P'S BOND RATINGS:

Excerpts from S&P's description of its four highest bond ratings are
listed as follows: AAA -- highest grade obligations, in which capacity to pay
interest and repay principal is extremely strong; AA -- also qualify as high
grade obligations, having a very strong capacity to pay interest and repay
principal, and differs from AAA issues only in a small degree; A -- regarded as
upper medium grade, having a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories; BBB -- regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories. This group is the lowest which
qualifies for investment grade. BB, B, CCC, CC -- predominantly speculative with
respect to capacity to pay interest and repay principal in accordance with terms
of the obligations; BB indicates the highest grade and CC the lowest within the
speculative rating categories.

S&P applies indicators "+," no character, and "-" to its rating
categories. The indicators show relative standing within the major rating
categories.
<PAGE> 111
44

DESCRIPTION OF MOODY'S RATINGS OF NOTES AND VARIABLE RATE DEMAND INSTRUMENTS:

Moody's ratings for state and municipal short-term obligations will be
designated Moody's Investment Grade or MIG. Such ratings recognize the
differences between short-term credit and long-term risk. Short-term ratings on
issues with demand features (variable rate demand obligations) are
differentiated by the use of the VMIG symbol to reflect such characteristics as
payment upon periodic demand rather than fixed maturity dates and payments
relying on external liquidity.

MIG 1/VMIG 1: This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMG 2: This denotes high quality. Margins of protection are ample
although not as large as in the preceding group.

DESCRIPTION OF MOODY'S TAX-EXEMPT COMMERCIAL PAPER RATINGS:

Moody's commercial paper ratings are opinions of the ability of issuers
to repay punctually promissory obligations which have an original maturity not
exceeding nine months. Moody's makes no representation that such obligations are
exempt from registration under the Securities Act of 1933, nor does it represent
that any specific note is a valid obligation of a rated issuer or issued in
conformity with any applicable law. The following designations, all judged to be
investment grade, indicate the relative repayment ability of rated issuers of
securities in which the Trust may invest.

PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term promissory obligations.

PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a
strong ability for repayment of senior short-term promissory obligations.

DESCRIPTION OF S&P'S RATINGS FOR MUNICIPAL BONDS:

INVESTMENT GRADE

AAA: Debt rated "AAA" has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.

AA: Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in a small
degree.

A: Debt rated "A" has strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
<PAGE> 112
45

BBB: Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

SPECULATIVE GRADE

BB, B, CCC, CC: Debt rated in these categories is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

CI: The "CI" rating is reserved for income bonds on which no interest
is being paid.

D: Debt rated "D" is in default, and payment of interest and/or
repayment of principal is in arrears.

PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified
by the addition of a plus or minus sign to show relative standing within the
major rating categories.

DESCRIPTION OF S&P'S RATINGS FOR INVESTMENT GRADE MUNICIPAL NOTES AND SHORT-TERM
DEMAND OBLIGATIONS:

SP-1: Issues carrying this designation have a very strong or strong
capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics will be given a plus (+) designation.

SP-2: Issues carrying this designation have a satisfactory capacity to
pay principal and interest.

DESCRIPTION OF S&P'S RATINGS FOR DEMAND OBLIGATIONS AND TAX-EXEMPT COMMERCIAL
PAPER:

An S&P commercial paper rating is a current assessment of the
likelihood of timely repayment of debt having an original maturity of no more
than 365 days. The two rating categories for securities in which the Trust may
invest are as follows:

A-1: This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics will be denoted with a plus (+) designation.

A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."

<PAGE> 113
REPORT OF INDEPENDENT AUDITORS

Shareholder and Board of Trustees
ING Funds Trust

We have audited the accompanying statements of assets, liabilities and capital
of ING Money Market Fund, ING Intermediate Bond Fund, ING High Yield Bond Fund,
ING International Bond Fund, ING Large Cap Growth Fund, ING Growth and Income
Fund, ING Mid Cap Growth Fund, ING Small Cap Growth Fund, ING Global Brand Names
Fund, ING International Equity Fund, ING European Equity Fund, ING Tax Efficient
Equity Fund, ING Focus Fund and ING Global Information Technology Fund (the
"Portfolios") (fourteen of the portfolios comprising ING Mutual Funds Trust) as
of October 27, 1998. These statements of assets, liabilities and capital are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these statements of assets, liabilities and capital based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements of assets, liabilities and
capital are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the statements of
assets, liabilities and capital. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall statements of assets, liabilities and capital
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the statements of assets, liabilities and capital referred to
above present fairly, in all material respects, the financial position of the
Portfolios of ING Funds Trust at October 27, 1998, in conformity with generally
accepted accounting principles.

/s/ Ernst & Young LLP
-------------------------------
ERNST & YOUNG LLP

New York, New York
October 27, 1998

<PAGE> 114
ING FUNDS TRUST
Statements of Assets, Liabilities and Capital
October 27, 1998

ING ING ING
ING Money Intermediate High Yield International
Market Fund Bond Fund Bond Fund Bond Fund
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
Cash $ 7,142.86 $ 7,142.86 $ 7,142.86 $ 7,142.86
---------------------------------------------------------------------------------

LIABILITIES: $ - $ - $ - $ -
---------------------------------------------------------------------------------

CAPITAL:
Shares of benificial interest
outstanding (par value of
$0.001per share); unlimited
amount of shares authorized $ 7,142.86 $ 7,142.86 $ 7,142.86 $ 7,142.86
=================================================================================

SHARES OUTSTANDING:
Class A 2,380.960 238.096 238.096 238.096
Class B 2,380.950 238.095 238.095 238.095
Class C 2,380.950 238.095 238.095 238.095

NET ASSET VALUE:
Class A (and redemption price) $ 1.00 $ 10.00 $ 10.00 $ 10.00
Class B $ 1.00 $ 10.00 $ 10.00 $ 10.00
Class C $ 1.00 $ 10.00 $ 10.00 $ 10.00

OFFERING PRICE(a):
Class A $ 1.00 $ 10.50 $ 10.50 $ 10.50
Class B $ 1.00 $ 10.00 $ 10.00 $ 10.00
Class C $ 1.00 $ 10.00 $ 10.00 $ 10.00
</TABLE>

ING Large ING Growth ING ING ING Global
Cap Growth and Income Mid Cap Small Cap Brand Names
Fund Fund Growth Fund Growth Fund Fund
- ------------------------------------------ ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash $ 7,142.86 $ 7,142.86 $ 7,142.86 $ 7,142.86 $ 7,142.85
----------------------------------------------------------------------------------

LIABILITIES: $ - $ - $ - $ - $ -
----------------------------------------------------------------------------------

CAPITAL:
Shares of benificial interest
outstanding (par value of
$0.001per share); unlimited
amount of shares authorized $ 7,142.86 $ 7,142.86 $ 7,142.86 $ 7,142.86 $ 7,142.85
==================================================================================

SHARES OUTSTANDING:
Class A 238.096 238.096 238.096 238.096 238.095
Class B 238.095 238.095 238.095 238.095 238.095
Class C 238.095 238.095 238.095 238.095 238.095

NET ASSET VALUE:
Class A (and redemption price) $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
Class B $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
Class C $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00

OFFERING PRICE(a):
Class A $ 10.61 $ 10.61 $ 10.61 $ 10.61 $ 10.61
Class B $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
Class C $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00

</TABLE>

ING
ING ING ING ING Global Information
International European Tax Efficient Focus Technology
Equity Fund Equity Fund Equity Fund Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash $ 7,142.85 $ 7,142.85 $ 7,142.86 $ 7,142.86 $ 7,142.85
------------------------------------------------------------------------------------

LIABILITIES: $ - $ - $ - $ - $ -
------------------------------------------------------------------------------------

CAPITAL:
Shares of benificial interest
outstanding (par value of
$0.001per share); unlimited
amount of shares authorized $ 7,142.85 $ 7,142.85 $ 7,142.86 $ 7,142.86 $ 7,142.85
====================================================================================

SHARES OUTSTANDING:
Class A 238.095 238.095 238.096 238.096 238.095
Class B 238.095 238.095 238.095 238.095 238.095
Class C 238.095 238.095 238.095 238.095 238.095

NET ASSET VALUE:
Class A (and redemption price) $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
Class B $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
Class C $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00

OFFERING PRICE(a):
Class A $ 10.61 $ 10.61 $ 10.61 $ 10.61 $ 10.61
Class B $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
Class C $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
</TABLE>

(a) Maximum sales load is 4.75% for ING Intermediate Bond Fund, ING High Yield
Bond Fund and ING International Bond Fund, respectively, and is 5.75% for
the ING Large Cap Growth Fund, ING Growth and Income Fund, ING Mid Cap
Growth Fund, ING Small Cap Growth Fund, ING Global Brand Names Fund, ING
International Equity Fund, ING European Equity Fund, ING Tax Efficient
Equity Fund, ING Focus Fund and ING Global Information Technology Fund,
respectively.

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE> 115

ING FUNDS TRUST
Notes to Financial Statements
October 27, 1998

1. DESCRIPTION

ING Funds Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company,
and was organized as a Delaware business trust on July 30, 1998. The
capitalization of the Trust consists solely of an unlimited number of shares of
beneficial interest with a par value of $0.001 each. The Trust has twenty
separate investment portfolios and has initially seeded fourteen investment
portfolios: ING Money Market Fund, ING Intermediate Bond Fund, ING High Yield
Bond Fund, ING International Bond Fund, ING Large Cap Growth Fund, ING Growth
and Income Fund, ING Mid Cap Growth Fund, ING Small Cap Growth Fund, ING Global
Brand Names Fund, ING Intermediate Equity Fund, ING European Equity Fund, ING
Tax Efficient Equity Fund, ING Focus Fund, and ING Global Information Technology
Fund (each, a "Fund," collectively, the "Funds"). Other investment portfolios
not yet seeded are ING U.S. Treasury Money Market Fund, ING Mortgage Income
Fund, ING National Tax-Exempt Bond Fund, ING Balanced Fund, ING Emerging Markets
Equity Fund and ING Global Real Estate Fund. The Trust has had no operations
since July 30, 1998 other than matters relating to its organization and
registration.

2. MANAGEMENT AND DISTRIBUTION AGREEMENTS

ING Mutual Funds Management Co. LLC ("IMFC"), a wholly owned subsidiary
of ING Groep NV ("ING Group"), acts as the investment manager to the Funds. As
the investment manager of the Funds, IMFC has overall responsibility, subject to
the supervision of the Board of Trustees, for engaging sub-advisers and for
monitoring and evaluating the management of the assets of each Fund by the
sub-adviser. IMFC also provides certain administrative services necessary for
the Funds' operations. Pursuant to a Management Agreement, the Trust will pay
IMFC a fee applied to the average daily net assets of the Funds, computed daily
and paid monthly, at an annual rate as follows:

FUND ANNUAL RATE
- ---------------------------------------------------- ---------------------------
ING Money Market Fund 0.25%
ING Intermediate Bond Fund 0.50%
ING High Yield Bond Fund 0.65%
ING International Bond Fund 1.00%
ING Large Cap Growth Fund 0.75%
ING Growth and Income Fund 0.75%
ING Mid Cap Growth Fund 1.00%
ING Small Cap Growth Fund 1.00%
ING Global Brand Names Fund 1.00%
ING International Equity Fund 1.25%
ING European Equity Fund 1.15%
ING Tax Efficient Equity Fund 0.80%
ING Focus Fund 1.00%
ING Global Information Technology Fund 1.25%

The Trust also has entered into a Distribution Agreement under which
the Trust's shares will be continuously offered by ING Fund Distributor Inc., an
affiliate of IMFC.

3. FEDERAL INCOME TAXES

Each of the Funds intend to qualify as a "regulated investment company"
and as such (and by complying with the applicable provisions of the Internal
Revenue Code of 1986, as amended) will not be subject to Federal income tax on
taxable income (including realized capital gains) that is distributed to
shareholders.