ING FUNDS TRUST, 485BPOS, 2000-02-28

ING FUNDS TRUST
485BPOS, 2000-02-28

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<PAGE> 1
As filed with the Securities and Exchange Commission on February 28, 2000

Registration Nos. 333-59745 and 811-08895

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|

Pre-Effective Amendment No.

Post-Effective Amendment No. 4 |X|

and/or

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

Amendment No. 5 |X|

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

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

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

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

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

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

<TABLE>
<S> <C>
|X| Immediately upon filing pursuant to paragraph (b) |_| On (date) pursuant to paragraph (b)

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

|_| 75 days after filing pursuant to paragraph (a)(2) |_| On (date) pursuant to paragraph (a)(2) of Rule 485.

</TABLE>

If appropriate, check the following box:

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

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

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

<PAGE> 2

ING FUNDS PROSPECTUS
February 28, 2000

CLASS A, B & C SHARES

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

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

[INSERT ING [LION LOGO] FUNDS]

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FUNDS AT A GLANCE........................................... 1
STOCK FUNDS................................................. 4
ING Large Cap Growth Fund................................. 4
ING Growth & Income Fund.................................. 5
ING Mid Cap Growth Fund................................... 6
ING Small Cap Growth Fund................................. 7
ING Global Brand Names Fund............................... 8
ING International Equity Fund............................. 10
ING European Equity Fund.................................. 11
ING Tax Efficient Equity Fund............................. 12
ING Tax Efficient Equity Value Fund....................... 13
ING Focus Fund............................................ 14
ING Global Information Technology Fund.................... 16
ING Global Communications Fund............................ 17
ING Internet Fund......................................... 18
ING Internet Fund II...................................... 20
ING Balanced Fund......................................... 21
ING Emerging Markets Equity Fund.......................... 22
ING Global Real Estate Fund............................... 23
ING Quality of Life Fund.................................. 24
FEES AND EXPENSES........................................... 26
MANAGEMENT OF THE FUNDS..................................... 34
PRICING ALTERNATIVES........................................ 37
HOW TO PURCHASE SHARES...................................... 40
HOW TO REDEEM SHARES........................................ 42
EXCHANGE PRIVILEGE.......................................... 44
PRICING OF SHARES........................................... 46
DIVIDENDS AND DISTRIBUTIONS................................. 46
TAXES....................................................... 46
MORE INFORMATION ABOUT STRATEGIES AND RISKS................. 47
FINANCIAL HIGHLIGHTS........................................ 51
</TABLE>
<PAGE> 4
ING FUNDS TRUST 1
- --------------------------------------------------------------------------------

FUNDS AT A GLANCE

ING LARGE CAP GROWTH FUND

Investment Objective. Long-term capital appreciation.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in growth-oriented equity
securities.

ING GROWTH & INCOME FUND

Investment Objective. High total return.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in equity securities and
income producing equity securities (for example, sensitivity to interest rate
fluctuations).

ING MID CAP GROWTH FUND

Investment Objective. Long-term capital appreciation.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in growth-oriented equity
securities. Investments in medium-sized companies may also experience greater
volatility and risk of loss than customarily associated with larger, more
established companies.

ING SMALL CAP GROWTH FUND

Investment Objective. Long-term capital appreciation.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in growth-oriented equity
securities. Investments in smaller companies may also experience greater
volatility and risk of loss than customarily associated with medium sized
companies or larger, more established companies.

ING GLOBAL BRAND NAMES FUND

Investment Objective. Long-term capital appreciation.

Main Investments. A non-diversified portfolio of equity securities of
companies located throughout the world, including the United States, which in
the Sub-Adviser's opinion have a well recognized franchise, a global presence
and derive most of their revenues from sales of consumer goods.

ING INTERNATIONAL EQUITY FUND

Investment Objective. Long-term capital appreciation.

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

ING EUROPEAN EQUITY FUND

Investment Objective. Long-term capital appreciation.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in equity securities. The
Fund also will experience risks related to investments in foreign securities
(for example, currency exchange rate fluctuations).
<PAGE> 5
2 ING FUNDS TRUST
- --------------------------------------------------------------------------------

ING TAX EFFICIENT EQUITY FUND

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

Main Investments. A diversified portfolio of equity securities and
instruments whose returns depend upon stock market prices, which will be managed
by the Sub-Adviser in a manner that will attempt to reduce net realized gains
each year.

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in equity securities. The
Fund may not provide as high a return before taxes as other funds, and as a
result may not be suitable for investors who are not subject to current income
tax.

ING TAX EFFICIENT EQUITY VALUE FUND

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

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

ING FOCUS FUND

Investment Objective. Long-term capital appreciation.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in equity securities and
maintaining a non-diversified portfolio. The investment of a large percentage of
the Fund's assets in the securities of a small number of issuers may cause the
Fund's share price to fluctuate more than that of a diversified investment
company.

ING GLOBAL INFORMATION TECHNOLOGY FUND

Investment Objective. Long-term capital appreciation.

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

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

ING GLOBAL COMMUNICATIONS FUND

Investment Objective. Long-term capital appreciation.

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

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

ING INTERNET FUND

Investment Objective. Long-term capital appreciation.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in equity securities and
maintaining a non-diversified portfolio. The Fund also will experience risks
related to investments in foreign securities (for example, currency exchange
rate fluctuations). Products and services of companies engaged in
internet-related activities are subject to relatively high risks of rapid
obsolescence caused by scientific and technological advances.
<PAGE> 6
ING FUNDS TRUST 3
- --------------------------------------------------------------------------------

ING INTERNET FUND II

Investment Objective. Long-term capital appreciation.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in equity securities and
maintaining a non-diversified portfolio. The Fund also will experience risks
related to investments in foreign securities (for example, currency exchange
rate fluctuations). Products and services of companies engaged in
internet-related activities are subject to relatively high risks of rapid
obsolescence caused by scientific and technological advances.

ING BALANCED FUND

Investment Objective. High total return.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in equity securities and
investments in fixed income securities, including sensitivity to interest rate
fluctuations.

ING EMERGING MARKETS EQUITY FUND

Investment Objective. Long-term capital appreciation.

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

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

ING GLOBAL REAL ESTATE FUND

Investment Objective. High total return.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in equity securities and
maintaining a non-diversified portfolio. The Fund also will experience risks
related to investments in foreign securities (for example, currency exchange
rate fluctuations). The Fund will be further subject to risks specifically
related to the real estate industry, including changes in the value of real
estate and interest rate fluctuations.

ING QUALITY OF LIFE FUND

Investment Objective. Long-term capital appreciation.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in equity securities and
maintaining a non-diversified portfolio. The Fund will also experience risks
related to investments in foreign securities (for example, currency exchange
rate fluctuations).
<PAGE> 7
4 ING FUNDS TRUST
- --------------------------------------------------------------------------------

STOCK FUNDS

ING LARGE CAP GROWTH FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and will invest at least 65% of its total
assets in a portfolio of equity securities of large companies (that is,
companies with market capitalizations of more than $1 billion at the time of
acquisition), which in the Sub-Adviser's opinion possess growth potential. As a
general matter, the Fund expects these investments to be in common stocks.

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

- First, the universe of companies is screened using models developed by
the Sub-Adviser to create a list of possible investments;

- Second, the Sub-Adviser researches the companies identified by the
screening models. This research includes a review of company management
and other factors that are more subjective and require the extensive
practical experience of the portfolio managers;

- Third, the Sub-Adviser evaluates the return, valuation and risk of the
remaining potential investments against a defined peer group; and

- Finally, in-house traders use specially developed computer programs to
efficiently purchase the targeted securities.

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

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease. Equity securities face
market, issuer and other risks, and their values may go down, sometimes
rapidly and unpredictably. Market risk is the risk that securities may
decline in value due to factors affecting securities markets generally or
particular industries. Issuer risk is the risk that the value of a
security may decline for reasons relating to the issuer, such as changes
in the financial condition of the issuer. Equities generally have higher
volatility than debt securities. The Fund invests primarily in equity
securities of larger companies, which generally have more stable prices
than smaller companies.

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

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

[Class A Annual Return Graph]

<TABLE>
<CAPTION>
LARGE CAP GROWTH FUND
---------------------
<S> <C>
1999 23.03%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)...... 19.37%
- ---------------------------------------------------
Worst Quarter (quarter ended 9/30/99)...... -5.29%
</TABLE>
<PAGE> 8
ING FUNDS TRUST 5
- --------------------------------------------------------------------------------

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
S&P 500
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- --------
<S> <C> <C> <C> <C>
1 Year............... 15.92% 17.28% 21.40% 21.04%
- -------------------------------------------------------------
Since Inception
(12/15/98)........... 23.72 26.40 30.19 28.84
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

(2) The Standard & Poor's 500 Index is a widely recognized, unmanaged index of
common stock prices in the U.S.

ING GROWTH & INCOME FUND

Investment Objective. The Fund seeks to provide investors with high total
return.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities. As a general matter, the Fund expects these
investments to earn income and to be in common stocks of large companies whose
market capitalizations are generally in excess of $10 billion.

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

- First, the universe of companies is screened using models developed by
the Sub-Adviser to rank possible investments;

- Second, the Sub-Adviser researches the companies identified by the
screening models. This research includes a review of earnings, sales and
growth, as well as the impact of broad economic trends found within the
economy upon possible investments;

- Third, in order to help manage the risk of the portfolio, the
characteristics of the portfolio are evaluated against certain market
benchmarks.

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

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

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

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

[Class A Annual Return Graph]

<TABLE>
<CAPTION>
GROWTH & INCOME FUND
--------------------
<S> <C>
1999 15.74%
</TABLE>
<PAGE> 9
6 ING FUNDS TRUST
- --------------------------------------------------------------------------------

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)...... 14.19%
- ---------------------------------------------------
Worst Quarter (quarter ended 9/30/99)...... -6.89%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
S&P 500
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- --------
<S> <C> <C> <C> <C>
1 Year............... 9.12% 10.06% 13.97% 21.04%
- -------------------------------------------------------------
Since Inception
(12/15/98)........... 14.31 16.49 20.21 28.84
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

(2) The Standard & Poor's 500 Index is a widely recognized, unmanaged index of
common stock prices in the U.S.

ING MID CAP GROWTH FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of companies with market capitalizations
falling within the Russell Mid Cap Growth Index at the time of acquisition
which, in the Sub-Adviser's opinion, possess growth potential. The average
market capitalization and median market capitalization of this index as of its
latest reconstitution was $4.13 billion and $3.15 billion, respectively. As a
general matter, the Fund expects these investments to be in common stocks.

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

QUANTITATIVE ANALYSIS evaluates stocks based on:

- Market capitalizations (their size based on price and shares outstanding)

- Minimum stock price

- Trading history

- Trading volume

- Earnings growth

- Relative financial strength

FUNDAMENTAL RESEARCH of individual companies emphasizes:

- Sustainable earnings growth potential

- Strong balance sheets

- Cash flow characteristics

- Reasonable valuations

- Quality management

RISK MANAGEMENT discipline stresses:

- Remaining fully invested at all times

- Broad diversification among securities and industries

- Strict adherence to established buy and sell criteria

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

- Mid-Sized Companies. Investments in mid-sized companies involve greater
risk than is customarily associated with larger, more established
companies due to the greater business risks of smaller size, more limited
markets and financial resources, narrower product lines and less depth of
management. The securities of mid-sized companies may be subject to more
volatile market movements than securities of larger, more established
growth companies.

- Market Trends. From time to time, the stock market may not favor the
mid-capitalization company, growth-oriented securities in which the Fund
invests. Rather, the market could favor value stocks or stocks
<PAGE> 10
ING FUNDS TRUST 7
- --------------------------------------------------------------------------------

of larger or smaller companies, or may not favor equities at all.

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

[Class A Annual Return Graph]

<TABLE>
<CAPTION>
MID CAP GROWTH FUND
-------------------
<S> <C>
1999 4.92%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)...... 11.55%
- ---------------------------------------------------
Worst Quarter (quarter ended 3/31/99)...... -9.47%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.
AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
RUSSELL
MID CAP
CLASS A CLASS B CLASS C GROWTH INDEX(2)
------- ------- ------- ---------------
<S> <C> <C> <C> <C>
1 Year............... -1.14% -0.82% 3.18% 51.29%
- --------------------------------------------------------------------
Since Inception
(12/15/98)........... 6.22 7.84 11.66 65.73
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

(2) The Russell Mid Cap Growth Index measures the performance of midcap
companies with higher price-to-book ratios and higher forecasted growth
values.

ING SMALL CAP GROWTH FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of smaller companies (that is, companies
with market capitalizations falling within the Russell 2500 Growth Index at the
time of acquisition), which in the Sub-Adviser's opinion possess growth
potential. The average market capitalization and median market capitalization of
this index as of its latest reconstitution was $870 million and $580 million,
respectively. As a general matter, the Fund expects these investments to be in
common stocks.

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

- The Sub-Adviser reviews economic and industry trends to develop themes to
use in the development of the overall portfolio, which in turn helps
identify specific companies to consider.

- With regard to companies under consideration, the Sub-Adviser next
reviews their respective business models and management, and meets with
senior executives. The Sub-Adviser also analyzes the company's
price-to-earnings ratios, earnings forecasts and cash flow.

- Companies that do not meet the expectations of the Sub-Adviser, either
due to earnings disappointments or other fundamental criteria may be
sold.

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease. Equity securities face
market, issuer and other risks, and their values may go down, sometimes
rapidly and unpredictably. Market risk is the risk that securities may
decline in value due to factors affecting securities markets generally or
particular industries. Issuer risk is the risk that the value of a
security may decline for reasons relating to the issuer, such as changes
in the financial
<PAGE> 11
8 ING FUNDS TRUST
- --------------------------------------------------------------------------------

condition of the issuer. Equities generally have higher volatility than
debt securities.

- Small Companies. Investments in small companies involve greater risk
than is customarily associated with larger, more established companies
due to the greater business risks of small size, limited markets and
financial resources, narrow product lines and the frequent lack of depth
of management. The securities of smaller companies may be subject to more
abrupt or erratic market movements than securities of larger, more
established growth companies.

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

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

[Class A Annual Return Graph]

<TABLE>
<CAPTION>
SMALL CAP GROWTH FUND
---------------------
<S> <C>
1999 37.80%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)..... 48.81%
- ---------------------------------------------------
Worst Quarter (quarter ended 3/31/99)..... -11.28%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
RUSSELL 2500
CLASS A CLASS B CLASS C GROWTH INDEX(2)
------- ------- ------- ---------------
<S> <C> <C> <C> <C>
1 Year............... 29.90% 31.92% 35.92% 55.48%
- --------------------------------------------------------------------
Since Inception
(12/15/98)........... 45.03 48.79 52.55 70.11
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

(2) The Russell 2500 Growth Index measures the performance of small cap
companies with higher price-to-book ratios and higher forecasted growth
values.

ING GLOBAL BRAND NAMES FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of companies which in the
Sub-Adviser's opinion, have a well recognized franchise, a global presence and
derive most of their revenues from sales of consumer goods. The companies in
which the Fund invests either have leading market positions, or in the
Sub-Adviser's opinion, have the potential to achieve leading market positions in
the foreseeable future. This portion of the portfolio will have investments
located in at least three different countries including the United States. As a
general matter, the Fund expects these investments to be in common stocks of
large companies whose market capitalizations are generally in excess of $10
billion.

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

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

- Second, large companies that can leverage doing business on a larger
scale have enhanced profit potential;

- Third, perceived product quality and reliability facilitates sales;

- Fourth, greater recognition leads to brand loyalty; and

- Finally, brand extensions, or the ability to leverage a company's
established brand, provide opportunities for growth.
<PAGE> 12
ING FUNDS TRUST 9
- --------------------------------------------------------------------------------

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

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

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

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

- Lack of Diversification. The Fund is classified as a non-diversified
investment company, which means that, compared with other funds, the Fund
may invest a greater percentage of its assets in a particular issuer. The
investment of a large percentage of the Fund's assets in the securities
of a small number of issuers may cause the Fund's share price to
fluctuate more than that of a diversified investment company.

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

The following bar chart depicts changes in the performance of the Fund's
Class A shares for the year ended December 31, 1999. The bar chart does not
reflect sales loads. If it did, the annual total returns shown would be lower.
[Class A Annual Return Graph]

<TABLE>
<CAPTION>
GLOBAL BRAND NAMES FUND
-----------------------
<S> <C>
1999 24.54%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)...... 22.24%
- ---------------------------------------------------
Worst Quarter (quarter ended 9/30/99)...... -3.73%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.
AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
MSCI WORLD
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- ----------
<S> <C> <C> <C> <C>
1 Year............... 17.37% 18.69% 22.78% 25.34%
- ---------------------------------------------------------------
Since Inception
(12/15/98)........... 23.73 26.31 30.19 31.75
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

(2) The MSCI World Index is a widely recognized, unmanaged index of developed
stock markets around the world.
<PAGE> 13
10 ING FUNDS TRUST
- --------------------------------------------------------------------------------

ING INTERNATIONAL EQUITY FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of issuers organized or having a majority of
their assets in or deriving a majority of their operating income in any country
throughout the world, not including the United States. This portion of the
portfolio will have investments in at least seven different countries. The Fund
may purchase securities in any foreign country, developed or underdeveloped, or
emerging market countries. The Fund will not invest more than 15% of its total
assets in emerging market countries.

As a general matter, the Fund expects these investments to be in common
stocks of large companies whose market capitalizations are generally in excess
of $10 billion. The Fund may also use options and futures contracts involving
foreign currencies.

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

- First, the Sub-Advisers perform a comprehensive analysis of the relative
value of geographic regions to determine the degree of representation of
such geographic regions in the Fund's portfolio;

- Second, such determinations are reviewed by an independent committee
within the Sub-Advisers;

- Third, the Sub-Advisers select investments within the selected
geographical regions based on comprehensive fundamental analysis; and

- Finally, in-house traders use specially developed computer programs to
efficiently purchase the targeted securities.

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

- Emerging Market Risk. To the extent the Fund invests in emerging markets
countries, the risks may be greater, partly because emerging market
countries may be less politically and economically stable than other
countries. It may also be more difficult to buy and sell securities in
emerging market countries.

- Derivatives Risk. Derivatives are subject to the risk of changes in the
market price of the underlying security or currency, as well as credit
risk with respect to the counterparty to the derivative instrument. The
use of derivatives may reduce returns.

ANNUAL TOTAL RETURNS

[Class A Annual Return Graph]

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND
-------------------------
<S> <C>
1999 40.27%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)...... 25.71%
- ---------------------------------------------------
Worst Quarter (quarter ended 9/30/99)...... 1.61%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
MSCI EAFE
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- ---------
<S> <C> <C> <C> <C>
1 Year............... 32.22% 34.21% 38.31% 27.30%
- --------------------------------------------------------------
Since Inception
(12/15/98)........... 33.04 36.01 39.88 32.21
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

(2) The MSCI EAFE Index is a widely recognized, unmanaged index of developed
stock markets in Europe, Australia and the Far East.

ING EUROPEAN EQUITY FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of European issuers. The Sub-Adviser
considers European issuers to be companies whose securities are principally
traded in the European capital markets, that derive at least 50% of their total
revenues or earnings from either goods produced or services rendered in
countries located in Europe, regardless of where the securities of such
companies are principally traded, or that are organized under the laws of and
have a principal office in a European country. As a general matter, the Fund
expects these investments to be in common stocks of large companies whose market
capitalizations are generally in excess of $10 billion.

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

- First, the Sub-Adviser ranks possible investments according to trading
volume and liquidity relative to their peers.

- Second, the Sub-Adviser performs additional screens to determine which
companies should be further researched;

- Third, the Sub-Adviser performs fundamental analysis of cyclical and
non-cyclical market sectors and companies to identify underpriced
earnings or cash flow growth.

- Fourth, the Sub-Adviser determines portfolio weightings within each
sector.

- Finally, the Sub-Adviser continuously monitors the portfolio to maintain
favorable risk-reward relationships.

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying
<PAGE> 15
12 ING FUNDS TRUST
- --------------------------------------------------------------------------------

investments decrease. Equity securities face market, issuer and other
risks, and their values may go down, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to
factors affecting securities markets generally or particular industries.
Issuer risk is the risk that the value of a security may decline for
reasons relating to the issuer, such as changes in the financial
condition of the issuer. Equities generally have higher volatility than
debt securities.

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

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

[CLASS A ANNUAL RETURN GRAPH]

<TABLE>
<CAPTION>
EUROPEAN EQUITY FUND
--------------------
<S> <C>
1999 18.59%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)...... 18.93%
- ---------------------------------------------------
Worst Quarter (quarter ended 3/31/99)...... -1.61%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.
AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
FT-EUROPE
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- ---------
<S> <C> <C> <C> <C>
1 Year................. 11.72% 12.87% 16.88% 16.12%
- ----------------------------------------------------------------
Since Inception
(12/15/98)............. 17.42 19.64 23.46 22.53
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

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

ING TAX EFFICIENT EQUITY FUND

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

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 80% of its total assets
in a portfolio of equity securities whose returns depend upon stock market
prices. The Sub-Adviser will manage the Fund's portfolio in a manner that will
attempt to reduce net realized capital gains each year. An emphasis will be
placed on common stocks of companies which the Sub-Adviser believes to have
superior appreciation potential. As a general matter, the Fund expects these
investments to be in common stocks of large, mid-sized, and small companies.

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

- The Sub-Adviser first determines the outlook for market sectors and
industries based on business cycle characteristics.

- The Sub-Adviser next searches for companies with improving fundamentals
and accelerating growth.

- Finally, the Sub-Adviser assesses company stock prices relative to their
expected earnings growth rates and to the overall equity markets.

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

A more detailed discussion of the Principal Investment Strategies is
available in the Statement of Additional Information under "Investment Policies
and Risks" section.
<PAGE> 16
ING FUNDS TRUST 13
- --------------------------------------------------------------------------------

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

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

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
TAX EFFICIENT EQUITY FUND
-------------------------
<S> <C>
1999 18.53%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)...... 11.98%
- ---------------------------------------------------
Worst Quarter (quarter ended 9/30/99)...... -6.79%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
S&P 500
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- ------------
<S> <C> <C> <C> <C>
1 Year............... 11.68% 13.23% 16.72% 21.04%
- -----------------------------------------------------------------
Since Inception
(12/15/98)........... 19.38 22.25 25.53 28.84
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

(2) The Standard and Poor's 500 Index is a widely recognized, unmanaged index
of common stock prices in the U.S.

ING TAX EFFICIENT EQUITY VALUE FUND

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

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 80% of its total assets
in a portfolio of equity securities determined by the Sub-Advisers to be
undervalued
<PAGE> 17
14 ING FUNDS TRUST
- --------------------------------------------------------------------------------

in the marketplace and whose returns depend upon stock market prices. Such
companies generally will have one or more of the following attributes: (i)
valuable fixed assets; (ii) valuable consumer or commercial franchises; (iii)
selling at low market valuations of assets relative to the securities market in
general, or companies that may currently be earning a very low return on assets
but which have the potential to earn higher returns if conditions in the
industry improve; (iv) are undervalued in relation to their potential for growth
in earnings, dividends, and book value; or (v) have recently changed management
or control and have the potential for a "turnaround" in earnings. The Sub-
Advisers will manage the Fund's portfolio in a manner that will attempt to
reduce net realized capital gains each year. As a general matter, the Fund
expects these investments to be in common stocks of large, mid-sized, and small
companies.

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

- The Sub-Advisers first determine the outlook for market sectors and
industries based on business cycle characteristics.

- The Sub-Advisers next search for companies with improving fundamentals
and accelerating growth.

- Finally, the Sub-Advisers assess company stock prices relative to their
expected earnings growth rates and to the overall equity markets.

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

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

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

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

ING FOCUS FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a non-diversified fund and invest in a portfolio of 20 to 40
equity securities. As a general matter, the Fund expects these investments to be
in common stocks of large, mid-sized, and small companies.

The Sub-Adviser seeks to invest the Fund in growth companies that are
positioned to benefit from capitalizing on significant industry, regulatory,
technological, and ownership changes. To find such companies, the Sub-Adviser
looks for management teams with entrepreneurial spirit and a proven talent for
creating value, with a focus on industries expected to drive change in other
industries (for example, technology
<PAGE> 18
ING FUNDS TRUST 15
- --------------------------------------------------------------------------------

and financial services). The Sub-Adviser's investment strategy incorporates the
following elements to identify companies that offer growth at a reasonable
price:

- The Sub-Adviser performs fundamental economic and business research to
identify investment themes expected to improve returns on capital and
drive earnings growth within industries.

- The Sub-Adviser next analyzes individual companies to identify favorable:

-- Business characteristics, including industry structure and trends

-- Financial performance, both historical and projected

-- Valuations in both absolute and relative terms

- The Sub-Adviser continues to monitor previously identified companies to
track changes in critical variables as well as price fluctuations.

- The Sub-Adviser sets specific limits on individual holdings and sector
concentrations.

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

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

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
FOCUS FUND
----------
<S> <C>
1999 28.58%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)...... 20.33%
- ---------------------------------------------------
Worst Quarter (quarter ended 9/30/99)...... -7.66%
</TABLE>
<PAGE> 19
16 ING FUNDS TRUST
- --------------------------------------------------------------------------------

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
RUSSELL 1000
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- ------------
<S> <C> <C> <C> <C>
1 Year................ 21.16% 22.85% 26.75% 20.91%
- ------------------------------------------------------------------
Since Inception
(12/15/98)............ 31.13 34.25 37.93 29.61
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

(2) The Russell 1000 Index measures the performance of the 1,000 largest U.S.
companies based on total market capitalization, which represents greater
than 92% of the investable U.S. equity market.

ING GLOBAL INFORMATION TECHNOLOGY FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of information technology companies. The
Fund defines information technology companies as those companies that derive at
least 50% of their total revenues or earnings from information technology,
hardware or software, or related consulting and services industries. This
portion of the portfolio will have investments located in at least three
different countries, including the United States. As a general matter, the Fund
expects these investments to be in common stocks of large, mid-sized, and small
companies.

The Sub-Adviser believes that because of rapid advances in information
technology, investment in companies within this sector should offer substantial
opportunities for long-term capital appreciation. The information technology
area has exhibited and continues to demonstrate rapid growth, both through
increasing demand for existing products and services and the broadening of the
technology market. Generally, the Sub-Adviser's overall stock selection for the
Fund will be based on an assessment of the company's fundamental prospects. The
Sub-Adviser anticipates, however, that a portion of the Fund's holdings will be
invested in newly issued securities being sold in the primary or secondary
market.

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

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

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

- Risks of Foreign Investing. Foreign investments may be riskier than U.S.
investments for many reasons, including changes in currency exchange
rates, unstable political and economic conditions, possible security
illiquidity, a lack of adequate company information, differences in the
way securities markets
<PAGE> 20
ING FUNDS TRUST 17
- --------------------------------------------------------------------------------

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

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

- Information Technology Risk. Information technology companies are
generally subject to the rate of change in technology, which is higher
than other industries. In addition, products and services of companies
engaged in the information technology industry are subject to relatively
high risks of rapid obsolescence caused by scientific and technological
advances. Swings in investor psychology or significant trading by large
institutional investors can result in significant price fluctuations and
stock price declines.

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

[CLASS A ANNUAL RETURN GRAPH]

<TABLE>
<CAPTION>
GLOBAL INFORMATION TECHNOLOGY FUND
----------------------------------
<S> <C>
1999 140.15%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)...... 78.51%
- ---------------------------------------------------
Worst Quarter (quarter ended 3/31/99)...... 7.43%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
GOLDMAN SACHS
TECH. INDUSTRY
COMP.
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- --------------
<S> <C> <C> <C> <C>
1 Year............... 126.30% 133.84% 137.67% 88.58%
- -------------------------------------------------------------------
Since Inception
(12/15/98)........... 148.79 158.26 161.76 105.95
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

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

ING GLOBAL COMMUNICATIONS FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of communications companies. This portion of
the portfolio will have investments located in at least three different
countries, including the United States. As a general matter, the Fund expects
these investments to be in common stocks of large, mid-sized, and small
companies.

The Fund considers communications companies to be those that derive at
least 50% of their total revenues or earnings from designing, developing,
operating, financing, manufacturing or providing the following activities,
products and services: communications equipment and service (including equipment
and services for both data and voice transmission); electronic components and
equipment; broadcast (including television and radio, satellite, microwave and
cable television); computer equipment, mobile telecommunications and cellular
radio and paging; electronic mail; local and wide area networking and linkage of
work and data processing systems (collectively, "communications activities").

The Sub-Adviser believes that because of rapid advances in communications,
investment in companies within this sector should offer substantial
opportunities for long-term capital appreciation. The communications area has
exhibited and continues to demonstrate rapid growth, both through increasing
demand for existing products and services and the broadening of the technology
market. Generally, the Sub-Adviser's overall stock selection for the Fund will
be based on an assessment of the company's fundamental prospects. The
Sub-Adviser anticipates, however, that a portion of the Fund's holdings will be
<PAGE> 21
18 ING FUNDS TRUST
- --------------------------------------------------------------------------------

invested in newly issued securities being sold in the primary or secondary
market.

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

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

- Communications Technology Risk. Communications companies are generally
subject to the rate of change in technology, which is higher than other
industries. In addition, products and services of companies engaged in
the communications industry are subject to relatively high risks of rapid
obsolescence caused by scientific and technological advances. Swings in
investor psychology or significant trading by large institutional
investors can result in significant price fluctuations and stock price
declines.

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

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

ING INTERNET FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. internet
technology
<PAGE> 22
ING FUNDS TRUST 19
- --------------------------------------------------------------------------------

companies. The Fund defines internet technology companies as those companies
with internet businesses or internet related consulting or services businesses,
or that derive at least 50% of their total revenues or earnings from business
operations in internet related hardware, software or infrastructure industries.
As a general matter, the Fund expects these investments to be in common stocks
of large, mid-sized, and small companies.

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. Generally, the Sub-Adviser's overall stock selection for the Fund
will be based on an assessment of a company's fundamental prospects. The
Sub-Adviser anticipates, however, that a portion of the Fund's holdings will be
invested in newly issued securities being sold in the primary or secondary
market.

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

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

- Internet Technology Risk. Internet and internet-related companies are
generally subject to the rate of change in technology, which is higher
than other industries. In addition, products and services of companies
engaged in internet and internet-related activities are subject to
relatively high risks of rapid obsolescence caused by scientific and
technological advances. Swings in investor psychology or significant
trading by large institutional investors can
<PAGE> 23
20 ING FUNDS TRUST
- --------------------------------------------------------------------------------

result in significant price fluctuations and stock price declines.

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

ING INTERNET FUND II

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

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

- Lack of Diversification. The Fund is classified as a non-diversified
investment company, which means that, compared with other funds, the Fund
may invest a greater percentage of its assets in a particular issuer. The
investment of a large percentage of the Fund's assets in the securities
of a small number of
<PAGE> 24
ING FUNDS TRUST 21
- --------------------------------------------------------------------------------

issuers may cause the Fund's share price to fluctuate more than that of a
diversified investment company.

- Internet Technology Risk. Internet and internet-related companies are
generally subject to the rate of change in technology, which is higher
than other industries. In addition, products and services of companies
engaged in internet and internet-related activities are subject to
relatively high risks of rapid obsolescence caused by scientific and
technological advances. Swings in investor psychology or significant
trading by large institutional investors can result in significant price
fluctuations and stock price declines.

ING BALANCED FUND

Investment Objective. The Fund seeks to provide investors with high total
return.

Principal Investment Strategies. The Fund primarily invests in a
combination of mid- and large-capitalization equity securities, intermediate
maturity fixed income securities and money market instruments. Equity
securities, which include common and preferred stocks, warrants and convertible
securities, are acquired for capital appreciation or a combination of capital
appreciation and income. Fixed income securities, which include investment grade
corporate debt obligations (for example, rated at least BBB by Standard & Poor's
Rating Group or Baa by Moody's Investor Services) and U.S. Government
securities, are acquired for income and secondarily for capital appreciation.
Money market instruments mature in 13 months or less from the date of purchase
which include U.S. Government securities and corporate debt securities
(including those subject to repurchase agreements), certificates of deposit,
bankers acceptances and commercial paper. The Fund may also invest in
mortgage-backed securities and asset-backed debt securities and use options and
futures contracts involving securities, securities indices and interest rates.
The Fund will operate as a diversified fund.

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

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease.

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

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

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

Default Risk -- An issuer of a security may default on its obligation to
pay principal and/or interest.
<PAGE> 25
22 ING FUNDS TRUST
- --------------------------------------------------------------------------------

Credit Risk -- An issuer of a security may have its credit rating
downgraded, which would negatively impact the price of such security.
Securities with lower credit ratings are generally subject to greater
fluctuations in value than higher rated securities.

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

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

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

ING EMERGING MARKETS EQUITY FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of emerging market issuers. The Fund will
typically maintain investments in at least seven emerging market countries and
will not invest more than 25% of its total assets in any one emerging market
country. The Fund defines an emerging market country as any country the economy
and market of which the World Bank or the United Nations considers to be
emerging or developing or any country determined by the Sub-Advisers to have
emerging economies or developing markets. The Fund considers emerging market
issuers to be companies the securities of which are principally traded in the
capital markets of emerging market countries; that derive at least 50% of their
total revenue or earnings from either goods produced or services rendered in
emerging market countries, regardless of where the securities of such companies
are principally traded; or that are organized under the laws of and have a
principal office in an emerging market country.

As a general matter, the Fund expects these investments to be in common
stocks of large, mid-sized, and small companies. The Fund may also use options
and futures contracts involving foreign currencies.

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

- First, the Sub-Advisers perform a comprehensive analysis of the relative
value of geographic regions to determine the degree of representation of
such geographic regions in the Fund's portfolio;

- Second, such determinations are reviewed by an independent committee
within the Sub-Advisers;

- Third, the Sub-Advisers select investments within the selected
geographical regions based on comprehensive fundamental analysis; and

- Finally, in-house traders use specially developed computer programs to
efficiently purchase the targeted securities.

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

- Mid-Sized Companies. Investments in mid-sized companies involve greater
risk than is customarily associated with larger, more established
companies due to the greater business risks of smaller size, more limited
markets and financial resources,
<PAGE> 26
ING FUNDS TRUST 23
- --------------------------------------------------------------------------------

narrower product lines and less depth of management. The securities of
mid-sized companies may be subject to more volatile market movements than
securities of larger, more established growth companies.

- Emerging Market Risk. Because the Fund invests primarily in emerging
market countries, the risks may be greater, partly because emerging
market countries may be less politically and economically stable than
other countries. It may also be more difficult to buy and sell securities
in emerging market countries.

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

ING GLOBAL REAL ESTATE FUND

Investment Objective. The Fund seeks to provide investors with high total
return.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. In selecting investments for the Fund, the
Sub-Advisers will select companies that derive at least 50% of their total
revenues or earnings from owning, operating, developing and/or managing real
estate. This portion of the portfolio will have investments located in at least
three different countries including the United States. As a general matter, the
Fund expects these investments to be in common stocks and real estate investment
trusts of large, mid-sized, and small companies.

The Sub-Advisers use a disciplined two-step process for constructing the
Fund's portfolio.

- First, the Sub-Advisers select sectors and geographic regions in which to
invest, and determine the degree of representation of such sectors and
regions, through a systematic evaluation of public and private property
market trends and conditions.

- Second, the Sub-Advisers use an in-house valuation process to identify
investments with superior current income and growth potential relative to
their peers. This in-house valuation process examines several factors
including: (i) value and property; (ii) capital structure; and (iii)
management and strategy.

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease. Equity securities face
market, issuer and other risks, and their values may go down, sometimes
rapidly and unpredictably. Market risk is the risk that securities may
decline in value due to factors affecting securities markets generally or
particular industries. Issuer risk is the risk that the value of a
security may decline for reasons relating to the issuer, such as changes
in the financial condition of the issuer. Equities generally have higher
volatility than debt securities. In addition, when interest rates
increase, the value of income producing equity securities may decrease,
and when interest rates decrease, the value of income producing equity
securities may increase.

- Mid-Sized Companies. Investments in mid-sized companies involve greater
risk than is customarily associated with larger, more established
companies due to the greater business risks of smaller size, more limited
markets and financial resources,
<PAGE> 27
24 ING FUNDS TRUST
- --------------------------------------------------------------------------------

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

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

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

ING QUALITY OF LIFE FUND

Investment Objective. The Fund seeks to provide investors with long-term
capital appreciation.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. quality of life
companies. The Fund defines quality of life companies as those companies that
derive at least 50% of their total revenues or earnings from offering products
and services helping persons live longer, healthier and happier lives. Such
companies may include, but will not be limited to, companies engaged in the
research, development, production or distribution of products or services
related to health care (for example, pharmaceutical and consumer goods
companies, biotechnology companies, and health maintenance organization
companies); companies engaged in providing entertainment services or equipment
related to leisure time activities (for example, travel and leisure companies
and sports equipment companies); and companies providing other services or
products desired by the aging baby boomer population (for example, retirement
community development companies). As a general matter, the Fund expects these
investments to be in common stocks of large companies whose market
capitalizations are generally in excess of $10 billion.

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

In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the healthcare, leisure and other industries
benefiting from the aging baby boomer generation. Then, by conducting extensive
fundamental research, the Sub-Adviser analyzes individual companies worldwide to
identify those firms that
<PAGE> 28
ING FUNDS TRUST 25
- --------------------------------------------------------------------------------

are most likely to benefit from the selected investment themes.

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

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

Performance Summary. Performance information is only shown for those Funds
which have had a full calendar year of operations. Since the ING Quality of Life
Fund has not yet commenced operations, there is no performance information
included in this Prospectus.
<PAGE> 29
26 ING FUNDS TRUST
- --------------------------------------------------------------------------------

FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ING LARGE CAP GROWTH FUND ING GROWTH & INCOME FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)........................ 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as
a percentage of offering price)...................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage
of the lesser of the net asset value at the time of
redemption or at the time of purchase)............... NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee......................................... NONE NONE NONE NONE NONE NONE
Exchange Fee........................................... NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees........................................ 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
Distribution (12b-1) Fees.............................. 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 0.89% 0.94% 0.92% 0.87% 0.92% 0.93%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES.......................... 2.39% 2.69% 2.67% 2.37% 2.67% 2.68%
Fee Waiver and/or Reimbursements by Investment
Manager(2)........................................... 1.10% 0.75% 0.73% 1.05% 0.70% 0.71%
----- ---- ---- ---- ---- ----
NET EXPENSES........................................... 1.29% 1.94% 1.94% 1.32% 1.97% 1.97%
===== ==== ==== ==== ==== ====
</TABLE>

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

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

(2) The Investment Manager has entered into expense limitation contracts with
each of the Funds, under which it will limit expenses of each Fund,
excluding interest, taxes, brokerage and extraordinary expenses through
October 31, 2000. The expense limit for each such Fund is shown as "Net
Expenses". Fee waiver and/or reimbursements by the Investment Manager may
vary in order to achieve such contractually obligated "Net Expenses".

<TABLE>
<CAPTION>
ING MID CAP GROWTH FUND ING SMALL CAP GROWTH FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)........................ 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as
a percentage of offering price)...................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage
of the lesser of the net asset value at the time of
redemption or at the time of purchase)............... NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee......................................... NONE NONE NONE NONE NONE NONE
Exchange Fee........................................... NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees........................................ 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution (12b-1) Fees.............................. 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 0.93% 0.82% 0.82% 0.92% 0.97% 1.01%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES.......................... 2.68% 2.82% 2.82% 2.67% 2.97% 3.01%
Fee Waiver and/or Reimbursements by Investment
Manager(2)........................................... 1.18% 0.67% 0.67% 1.24% 0.89% 0.93%
----- ---- ---- ---- ---- ----
NET EXPENSES........................................... 1.50% 2.15% 2.15% 1.43% 2.08% 2.08%
===== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<CAPTION>
ING GLOBAL BRAND NAMES FUND ING INTERNATIONAL EQUITY FUND
----------------------------- ------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)........................ 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as
a percentage of offering price)...................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage
of the lesser of the net asset value at the time of
redemption or at the time of purchase)............... NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee......................................... NONE NONE NONE NONE NONE NONE
Exchange Fee........................................... NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees........................................ 1.00% 1.00% 1.00% 1.25% 1.25% 1.25%
Distribution (12b-1) Fees.............................. 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 0.93% 0.93% 0.93% 1.04% 1.05% 1.14%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES.......................... 2.68% 2.93% 2.93% 3.04% 3.30% 3.39%
Fee Waiver and/or Reimbursements by Investment
Manager(2)........................................... 1.15% 0.75% 0.75% 1.45% 1.06% 1.15%
----- ---- ---- ---- ---- ----
NET EXPENSES........................................... 1.53% 2.18% 2.18% 1.59% 2.24% 2.24%
===== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<CAPTION>
ING EUROPEAN EQUITY FUND ING TAX EFFICIENT EQUITY FUND
--------------------------- ------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)........................ 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as
a percentage of offering price)...................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage
of the lesser of the net asset value at the time of
redemption or at the time of purchase)............... NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee......................................... NONE NONE NONE NONE NONE NONE
Exchange Fee........................................... NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees........................................ 1.15% 1.15% 1.15% 0.80% 0.80% 0.80%
Distribution (12b-1) Fees.............................. 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 1.16% 1.20% 1.19% 0.85% 0.86% 0.84%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES.......................... 3.06% 3.35% 3.34% 2.40% 2.66% 2.64%
Fee Waiver and/or Reimbursements by Investment
Manager(2)........................................... 1.44% 1.08% 1.07% 1.10% 0.71% 0.69%
----- ---- ---- ---- ---- ----
NET EXPENSES........................................... 1.62% 2.27% 2.27% 1.30% 1.95% 1.95%
===== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<CAPTION>
ING GLOBAL INFORMATION
ING FOCUS FUND TECHNOLOGY FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)........................ 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as
a percentage of offering price)...................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage
of the lesser of the net asset value at the time of
redemption or at the time of purchase)............... NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee......................................... NONE NONE NONE NONE NONE NONE
Exchange Fee........................................... NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees........................................ 1.00% 1.00% 1.00% 1.25% 1.25% 1.25%
Distribution (12b-1) Fees.............................. 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 0.85% 0.92% 0.92% 0.95% 0.97% 0.95%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES.......................... 2.60% 2.92% 2.92% 2.95% 3.22% 3.20%
Fee Waiver and/or Reimbursements by Investment
Manager(2)........................................... 1.20% 0.87% 0.87% 1.36% 0.98% 0.96%
----- ---- ---- ---- ---- ----
NET EXPENSES........................................... 1.40% 2.05% 2.05% 1.59% 2.24% 2.24%
===== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<CAPTION>
ING INTERNET FUND ING BALANCED FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)........................ 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as
a percentage of offering price)...................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage
of the lesser of the net asset value at the time of
redemption or at the time of purchase)............... NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee......................................... NONE NONE NONE NONE NONE NONE
Exchange Fee........................................... NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees........................................ 1.25% 1.25% 1.25% 0.80% 0.80% 0.80%
Distribution (12b-1) Fees.............................. 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 0.98% 0.98% 0.98% 0.79%(2) 0.79%(2) 0.79%(2)
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES.......................... 2.98% 3.23% 3.23% 2.34% 2.59% 2.59%
Fee Waiver and/or Reimbursements by Investment
Manager(3)........................................... 1.39% 0.99% 0.99% 1.05% 0.65% 0.65%
----- ---- ---- ---- ---- ----
NET EXPENSES........................................... 1.59% 2.24% 2.24% 1.29% 1.94% 1.94%
===== ==== ==== ==== ==== ====
</TABLE>

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

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

(3) The Investment Manager has entered into expense limitation contracts with
each of the Funds, under which it will limit expenses of each Fund,
excluding interest, taxes, brokerage and extraordinary expenses through
October 31, 2000. The expense limit for each such Fund is shown as "Net
Expenses". Fee waiver and/or reimbursements by the Investment Manager may
vary in order to achieve such contractually obligated "Net Expenses".
<PAGE> 32
ING FUNDS TRUST 29
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ING GLOBAL COMMUNICATIONS FUND ING INTERNET FUND II
------------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)....................... 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as
a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a
percentage of the lesser of the net asset value at
the time of redemption or at the time of
purchase)........................................... NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee........................................ NONE NONE NONE NONE NONE NONE
Exchange Fee.......................................... NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees....................................... 1.00% 1.00% 1.00% 1.25% 1.25% 1.25%
Distribution (12b-1) Fees............................. 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees............................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses(2)..................................... 0.98% 0.98% 0.98% 0.98% 0.98% 0.98%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES......................... 2.73% 2.98% 2.98% 2.98% 3.23% 3.23%
Fee Waiver and/or Reimbursements by Investment
Manager(3).......................................... 1.20% 0.80% 0.80% 1.39% 0.99% 0.99%
----- ---- ---- ---- ---- ----
NET EXPENSES.......................................... 1.53% 2.18% 2.18% 1.59% 2.24% 2.24%
===== ==== ==== ==== ==== ====
</TABLE>

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

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

<TABLE>
<CAPTION>
ING EMERGING MARKETS
EQUITY FUND ING GLOBAL REAL ESTATE FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)........................ 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as
a percentage of offering price)...................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage
of the lesser of the net asset value at the time of
redemption or at the time of purchase)............... NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee......................................... NONE NONE NONE NONE NONE NONE
Exchange Fee........................................... NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees........................................ 1.25% 1.25% 1.25% 1.00% 1.00% 1.00%
Distribution (12b-1) Fees.............................. 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses(2)...................................... 1.09% 1.09% 1.09% 0.98% 0.98% 0.98%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES.......................... 3.09% 3.34% 3.34% 2.73% 2.98% 2.98%
Fee Waiver and/or Reimbursements by Investment
Manager(3)........................................... 1.39% 0.99% 0.99% 1.20% 0.80% 0.80%
----- ---- ---- ---- ---- ----
NET EXPENSES........................................... 1.70% 2.35% 2.35% 1.53% 2.18% 2.18%
===== ==== ==== ==== ==== ====
</TABLE>

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

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

(3) The Investment Manager has entered into expense limitation contracts with
each of the Funds, under which it will limit expenses of each Fund,
excluding interest, taxes, brokerage and extraordinary expenses through
October 31, 2000. The expense limit for each such Fund is shown as "Net
Expenses". Fee waiver and/or reimbursements by the Investment Manager may
vary in order to achieve such contractually obligated "Net Expenses".
<PAGE> 33
30 ING FUNDS TRUST
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ING QUALITY OF LIFE FUND ING TAX EFFICIENT EQUITY VALUE FUND
----------------------------- -----------------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)................... 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)............. NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a
percentage of the lesser of the net asset value
at the time of redemption or at the time of
purchase)....................................... NONE(1) 5.00% 100% NONE(1) 5.00% 1.00%
Redemption Fee.................................... NONE NONE NONE NONE NONE NONE
Exchange Fee...................................... NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees................................... 1.00% 1.00%.. 1.00% 0.80% 0.80% 0.80%
Distribution (12b-1) Fees......................... 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees........................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses(2)................................. 0.98% 0.98% 0.98% 0.80% 0.80% 0.80%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES..................... 2.73% 2.98% 2.98% 2.35% 2.60% 2.60%
Fee Waiver and/or Reimbursements by Investment
Manager(3)...................................... 1.20% 0.80% 0.80% 1.05% 0.65% 0.65%
----- ---- ---- ---- ---- ----
NET EXPENSES...................................... 1.53% 2.18% 2.18% 1.30% 1.95% 1.95%
===== ==== ==== ==== ==== ====
</TABLE>

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

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

EXAMPLES

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

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

- your investment has a 5% return each year;

- the Fund's operating expenses remain the same, except for the expiration
of the contractual expense limitations on October 31, 2000; and

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

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- ---------
<S> <C> <C> <C> <C>
STOCK FUNDS
ING Large Cap Growth Fund
Class A Shares....................... $700 $1,184 $1,694 $3,087
Class B Shares....................... $699 $1,173 $1,574 $2,923
Class C Shares....................... $299 $ 773 $1,374 $2,997

ING Growth & Income Fund
Class A Shares....................... $703 $1,183 $1,689 $3,072
Class B Shares....................... $702 $1,172 $1,568 $2,907
Class C Shares....................... $302 $ 774 $1,372 $2,990
</TABLE>
<PAGE> 34
ING FUNDS TRUST 31
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- ---------
<S> <C> <C> <C> <C>
STOCK FUNDS (CONT'D.)
ING Mid Cap Growth Fund
Class A Shares....................... $720 $1,262 $1,828 $3,360
Class B Shares....................... $720 $1,221 $1,647 $3,098
Class C Shares....................... $320 $ 821 $1,447 $3,132

ING Small Cap Growth Fund
Class A Shares....................... $713 $1,253 $1,818 $3,346
Class B Shares....................... $713 $1,246 $1,703 $3,190
Class C Shares....................... $313 $ 854 $1,520 $3,298

ING Global Brand Names Fund
Class A Shares....................... $723 $1,264 $1,831 $3,362
Class B Shares....................... $723 $1,247 $1,695 $3,173
Class C Shares....................... $323 $ 847 $1,495 $3,234

ING International Equity Fund
Class A Shares....................... $729 $1,341 $1,978 $3,676
Class B Shares....................... $730 $1,330 $1,853 $3,505
Class C Shares....................... $330 $ 949 $1,690 $3,645

ING European Equity Fund
Class A Shares....................... $732 $1,348 $1,988 $3,695
Class B Shares....................... $733 $1,343 $1,876 $3,544
Class C Shares....................... $333 $ 941 $1,672 $3,603

ING Tax Efficient Equity Fund
Class A Shares....................... $701 $1,187 $1,699 $3,097
Class B Shares....................... $700 $1,168 $1,562 $2,906
Class C Shares....................... $300 $ 764 $1,354 $2,951

ING Tax Efficient Equity Value Fund
Class A Shares....................... $701 $1,177
Class B Shares....................... $700 $1,155
Class C Shares....................... $300 $ 755

ING Focus Fund
Class A Shares....................... $710 $1,237 $1,788 $3,282
Class B Shares....................... $710 $1,232 $1,680 $3,138
Class C Shares....................... $310 $ 832 $1,480 $3,215

ING Global Information Technology Fund
Class A Shares....................... $729 $1,324 $1,942 $3,599
Class B Shares....................... $730 $1,313 $1,820 $3,433
Class C Shares....................... $330 $ 909 $1,612 $3,479

ING Global Communications Fund
Class A Shares....................... $723 $1,274
Class B Shares....................... $723 $1,257
Class C Shares....................... $323 $ 857

ING Internet Fund
Class A Shares....................... $729 $1,330
Class B Shares....................... $730 $1,315
Class C Shares....................... $330 $ 915

ING Internet Fund II
Class A Shares....................... $729 $1,330
Class B Shares....................... $730 $1,315
Class C Shares....................... $330 $ 915
</TABLE>
<PAGE> 35
32 ING FUNDS TRUST
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------- -------
<S> <C> <C> <C> <C>
ING Balanced Fund
Class A Shares....................... $700 $1,174
Class B Shares....................... $699 $1,152
Class C Shares....................... $299 $ 752

ING Emerging Markets Equity Fund
Class A Shares....................... $739 $1,361
Class B Shares....................... $741 $1,349
Class C Shares....................... $341 $ 949

ING Global Real Estate Fund
Class A Shares....................... $723 $1,274
Class B Shares....................... $723 $1,257
Class C Shares....................... $323 $ 857

ING Quality of Life Fund
Class A Shares....................... $723 $1,274
Class B Shares....................... $723 $1,257
Class C Shares....................... $323 $ 857
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
STOCK FUNDS
ING Large Cap Growth Fund
Class A Shares........................ $700 $1,184 $1,694 $3,087
Class B Shares........................ $199 $ 773 $1,374 $2,923
Class C Shares........................ $199 $ 773 $1,374 $2,997

ING Growth & Income Fund
Class A Shares........................ $703 $1,183 $1,689 $3,072
Class B Shares........................ $202 $ 772 $1,368 $2,907
Class C Shares........................ $202 $ 774 $1,372 $2,990

ING Mid Cap Growth Fund
Class A Shares........................ $720 $1,262 $1,828 $3,360
Class B Shares........................ $220 $ 821 $1,447 $3,098
Class C Shares........................ $220 $ 821 $1,447 $3,132

ING Small Cap Growth Fund
Class A Shares........................ $713 $1,253 $1,818 $3,346
Class B Shares........................ $213 $ 846 $1,503 $3,190
Class C Shares........................ $213 $ 854 $1,520 $3,298

ING Global Brand Names Fund
Class A Shares........................ $723 $1,264 $1,831 $3,362
Class B Shares........................ $223 $ 847 $1,495 $3,173
Class C Shares........................ $223 $ 847 $1,495 $3,234

ING International Equity Fund
Class A Shares........................ $729 $1,341 $1,978 $3,676
Class B Shares........................ $230 $ 930 $1,653 $3,505
Class C Shares........................ $230 $ 949 $1,690 $3,645

ING European Equity Fund
Class A Shares........................ $732 $1,348 $1,988 $3,695
Class B Shares........................ $233 $ 943 $1,676 $3,544
Class C Shares........................ $233 $ 941 $1,672 $3,603
</TABLE>
<PAGE> 36
ING FUNDS TRUST 33
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
STOCK FUNDS (CONT'D.)
ING Tax Efficient Equity Fund
Class A Shares........................ $701 $1,187 $1,699 $3,097
Class B Shares........................ $200 $ 768 $1,362 $2,906
Class C Shares........................ $200 $ 764 $1,354 $2,951

ING Tax Efficient Equity Value Fund
Class A Shares........................ $701 $1,177
Class B Shares........................ $200 $ 755
Class C Shares........................ $200 $ 755

ING Focus Fund
Class A Shares........................ $710 $1,237 $1,788 $3,282
Class B Shares........................ $210 $ 832 $1,480 $3,138
Class C Shares........................ $210 $ 832 $1,480 $3,215

ING Global Information Technology Fund
Class A Shares........................ $729 $1,324 $1,942 $3,599
Class B Shares........................ $230 $ 913 $1,620 $3,433
Class C Shares........................ $230 $ 909 $1,612 $3,479

ING Global Communications Fund
Class A Shares........................ $723 $1,274
Class B Shares........................ $223 $ 857
Class C Shares........................ $223 $ 857

ING Internet Fund
Class A Shares........................ $729 $1,330
Class B Shares........................ $230 $ 915
Class C Shares........................ $230 $ 915

ING Internet Fund II
Class A Shares........................ $729 $1,330
Class B Shares........................ $230 $ 915
Class C Shares........................ $230 $ 915

ING Balanced Fund
Class A Shares........................ $700 $1,174
Class B Shares........................ $199 $ 752
Class C Shares........................ $199 $ 752

ING Emerging Markets Equity Fund
Class A Shares........................ $739 $1,361
Class B Shares........................ $241 $ 949
Class C Shares........................ $241 $ 949

ING Global Real Estate Fund
Class A Shares........................ $723 $1,274
Class B Shares........................ $223 $ 857
Class C Shares........................ $223 $ 857

ING Quality of Life Fund
Class A Shares........................ $723 $1,274
Class B Shares........................ $223 $ 857
Class C Shares........................ $223 $ 857
</TABLE>
<PAGE> 37
34 ING FUNDS TRUST
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUNDS

The Investment Manager. ING Mutual Funds Management Co. LLC (the
"Investment Manager") serves as each Fund's investment manager. The Investment
Manager is a wholly owned indirect subsidiary of ING Groep N.V. ("ING Group")
and is registered with the Securities and Exchange Commission. The Investment
Manager is located at 1475 Dunwoody Drive, West Chester, PA 19380. As of
December 31, 1999, the Investment Manager managed over $1.23 billion in assets.

The Investment Manager supervises all aspects of each Fund's operations and
provides investment advisory services to the Funds. This includes engaging
sub-advisers, as well as monitoring and evaluating the management of the assets
of each such Fund by its sub-adviser. The Investment Manager has acted as an
investment adviser to mutual funds since 1998. Today, the Investment Manager
advises or manages 30 investment portfolios, including the Funds, encompassing a
broad range of investment objectives.

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

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

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

<TABLE>
<CAPTION>
FUND SUB-ADVISER
- ---- -----------
<S> <C>
ING Large Cap Growth Fund.... Baring Asset Management, Inc.
ING Growth & Income Fund..... ING Investment Management LLC
ING Mid Cap Growth Fund...... Furman Selz Capital
Management LLC
ING Small Cap Growth Fund.... Furman Selz Capital
Management LLC*
ING Global Brand Names
Fund....................... ING Investment Management
Advisors B.V.
ING International Equity
Fund....................... Baring Asset Management,
Inc./ Baring International
Investment Limited/Baring
Asset Management (Asia)
Limited
ING European Equity Fund..... ING Investment Management
Advisors B.V.
ING Tax Efficient Equity
Fund....................... Delta Asset Management
ING Tax Efficient Equity
Value Fund................. Delta Asset Management/
Furman Selz Capital
Management LLC
ING Focus Fund............... Furman Selz Capital
Management LLC
ING Global Information
Technology Fund............ ING Investment Management
Advisors B.V.
ING Global Communications
Fund....................... ING Investment Management
Advisors B.V.
ING Internet Fund............ ING Investment Management
Advisors B.V.
ING Internet Fund II......... ING Investment Management
Advisors B.V.
ING Balanced Fund............ Furman Selz Capital
Management LLC
ING Emerging Markets Equity
Fund....................... Baring Asset Management,
Inc./ Baring International
Investment Limited/Baring
Asset Management (Asia)
Limited
ING Global Real Estate
Fund....................... ING Investment Management
Advisors B.V./CRA Real Estate
Securities, L.P.
ING Quality of Life Fund..... ING Investment Management
Advisors B.V.
</TABLE>

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

* Prior to October 31, 1999, Baring Asset Management, Inc. acted as
sub-adviser to the ING Small Cap Growth Fund.

Baring Asset Management, Inc. Baring Asset Management, Inc. ("BAMI")
serves as sub-adviser to the ING Large Cap Growth Fund and as co-sub-adviser,
with Baring International Investment Limited ("BIIL") and Baring Asset
Management (Asia) Limited ("BAML"), to the ING International Equity Fund and the
ING Emerging Markets Equity Fund. BAMI is located at 125 High Street, Boston, MA
02110. BIIL is located at 155 Bishopsgate, London, England EC2M 3XY. BAML is
located at 19/F Edinburgh Tower, The Landmark, 15 Queens Road, Central, Hong
Kong. BAMI, BIIL and BAML, each a wholly-owned subsidiary of Baring Asset
Management Holdings Limited ("BAMHL") provide investment management services to
<PAGE> 38
ING FUNDS TRUST 35
- --------------------------------------------------------------------------------

clients located around the world. BAMHL, a global company registered in England
and Wales, is the parent of the worldwide group of investment management firms
that operate under the collective name Baring Asset Management (the "BAM
Group").

The BAM Group provides global investment management services and maintains
major investment offices in Boston, London, Hong Kong and Tokyo, and together
with its predecessor corporation was founded in 1762. The BAM Group provides
advisory services to institutional investors, offshore investment companies,
insurance companies and private clients. As of December 31, 1999, the BAM Group
managed approximately $56 billion of assets.

ING Investment Management LLC. ING Investment Management LLC ("IIM")
serves as sub-adviser to the ING Growth and Income Fund. IIM is located at 5780
Powers Ferry Road, N.W., Suite 300, Atlanta, GA 30327. IIM is engaged in the
business of providing investment advice to portfolios which, as of December 31,
1999, were valued at $28.6 billion. IIM also advises other registered investment
companies.

ING Investment Management Advisors B.V. ING Investment Management Advisors
B.V. ("IIMA") serves as sub-adviser to the ING Global Brand Names Fund, the ING
European Equity Fund, the ING Global Information Technology Fund, the ING
Internet Fund, the ING Global Communications Fund, the ING Internet Fund II and
the ING Quality of Life Fund. IIMA also serves as co-sub-adviser with CRA Real
Estate Securities, L.P. to the ING Global Real Estate Fund. IIMA is located at
Schenkkade 65, 2595 AS The Hague, The Netherlands. IIMA is a company organized
to manage investments and provide investment advice on a worldwide basis to
entities affiliated and unaffiliated with ING Group. IIMA operates under the
collective management of ING Investment Management which has assets under
management of $150 billion as of December 31, 1999.

Furman Selz Capital Management LLC. Furman Selz Capital Management LLC
("FSCM") serves as sub-adviser to the ING Mid Cap Growth Fund, the ING Small Cap
Growth Fund, the ING Focus Fund and the ING Balanced Fund. In conjunction with
its Delta Asset Management division, FSCM also sub-advises the ING Tax Efficient
Equity Value Fund. FSCM is located at 230 Park Avenue, New York, NY 10169. FSCM
is engaged in the business of providing investment advice to institutional and
individual client accounts which, as of December 31, 1999, were valued at
approximately $10.03 billion.

Delta Asset Management. Delta Asset Management ("Delta") is a division of
Furman Selz Capital Management LLC ("FSCM"). Delta, through FSCM, serves as sub-
adviser to the ING Tax Efficient Equity Fund and, in conjunction with FSCM,
sub-advises the ING Tax Efficient Equity Value Fund. Delta is located at 333
South Grand Avenue, Los Angeles, CA 90071, and provides investment advice
through FSCM to institutional and individual client accounts which, as of
December 31, 1999, were valued at approximately $5.72 billion.

CRA Real Estate Securities, L.P. CRA Real Estate Securities, L.P ("CRA")
serves as co-sub-adviser to the ING Global Real Estate Fund. CRA is located at
259 Radnor-Chester Road, Radnor, PA 19087. CRA is in the business of providing
investment advice to institutional and individual client accounts which, as of
December 31, 1999 were valued at approximately $1.42 billion.

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

ING Large Cap Growth Fund. Mr. William Thomas has primary responsibility
for managing the Fund and is head of a nine-member team of investment
professionals. The team has an average of 18 years investment experience.
Mr. Thomas has been an investment professional with BAMI since 1987 and has
over 27 years of investment experience.

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

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

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

ING Global Brand Names Fund. Mr. Herman Kleeven has primary responsibility
for managing the Fund. Mr. Kleeven has been employed by IIMA and its
affiliates since 1997 and has seven years of investment experience. Before
joining IIMA and its affiliates, Mr. Kleeven was a portfolio manager for
Robeco Group, Rotterdam, The Netherlands.
<PAGE> 39
36 ING FUNDS TRUST
- --------------------------------------------------------------------------------

ING International Equity Fund. Mr. James Williams and Mr. Hayes Miller
have primary responsibility for managing the Fund and co-head a six-member
team of investment professionals. The team utilizes the resources of the
regional equity teams of the co-Sub-Advisers. The average experience of the
team is 23 years. Mr. Williams has been an investment professional with
BIIL and its affiliates since 1975 and has over 28 years of investment
experience. Mr. Miller has been an investment professional with BIIL since
1994 and has 20 years of investment experience.

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

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

ING Tax Efficient Equity Value Fund. Mr. Robert Sandroni, Mr. Carl
Goldsmith and Ms. Marla K. Ryan of Delta, a division of FSCM, have primary
responsibility for managing the Fund's large capitalization securities. Mr.
Sandroni and Mr. Goldsmith have been investment professionals with Delta
since 1991 and each have over 20 years of investment experience. Ms. Ryan
has been an investment professional with Delta since 1998 and has over 10
years of investment experience. Mr. John Morosani and Mr. Edward Cimilluca
of FSCM have primary responsibility for managing the Fund's small-and
mid-capitalization securities. Mr. Morosani has been an investment
professional with FSCM since June 1999 and has over 22 years of investment
experience. Mr. Cimilluca has been an investment professional with FSCM
since June 1999 and has over 30 years of investment experience.

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

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

ING Global Communications Fund. Mr. Daniel Hayes has primary
responsibility in managing the Fund. Mr. Hayes has been employed by IIMA
and its affiliates since 1998 and has ten years of investment experience.

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

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

ING Balanced Fund. Mr. Robert Schonbrunn, Mr. Alan Segars, Mr. Adrian
Jones and Mr. Michael Kass, a team of investment professionals with an
average of 17 years of investment experience, manage the Fund. Messrs.
Schonbrunn and Segars are responsible for the fixed income portion of the
Fund and Messrs. Jones and Kass are responsible for the equity portion of
the Fund. Mr. Schonbrunn has been an investment professional with FSCM
since 1985 and has 32 years of investment experience. Mr. Segars has been
an investment professional with FSCM since 1993 and has 30 years of
investment experience. Mr. Jones has been an investment professional with
FSCM since 1996 and has 12 years of investment experience. Mr. Kass has
been an investment professional with FSCM since 1996 and has 13 years of
investment experience.

ING Emerging Markets Equity Fund. Mr. Rory Landman heads a team of 22
investment professionals in managing the Fund in conjunction with the
regional equity teams of the Co-Sub-Advisers. Mr. Landman has been an
investment professional with BIIL since 1994 and has 13 years of investment
experience.

ING Global Real Estate Fund. Mr. Michael Lipsch heads a team of investment
professionals with responsibility for managing the non U.S. securities held
by the Fund. Mr. Lipsch has been with IIMA since 1997 and has 10 years of
investment experience. Prior to joining IIMA, Mr. Lipsch was a portfolio
manager for the Shell pension fund in The Hague, The Netherlands. With
regard to the management of the U.S. securities held by the Fund, Kenneth
D. Campbell
<PAGE> 40
ING FUNDS TRUST 37
- --------------------------------------------------------------------------------

and T. Ritson Ferguson, CFA share primary responsibility. Mr. Campbell has
been with CRA and its predecessors since 1969 and has 19 years of
investment experience. Mr. Ferguson has been with CRA and its predecessors
since 1992 and has seven years of investment experience.

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

PRICING ALTERNATIVES

The Funds offer a choice of five share classes, each with its own sales
load and expense structure, allowing you to invest in the way that best suits
your needs. Class A, Class B and Class C shares are offered in this Prospectus.
Class X and Class I shares are offered under separate prospectuses. The Class X
shares has different sales charges and other expenses, which may affect
performance, 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). The Class I shares are sold without an initial sales charge
and also are not subject to any Rule 12b-1 fees, shareholder servicing fees or
account servicing fees. The Class I shares may be purchased only by (i)
retirement plans affiliated with ING Group, and (ii) ING Group and its
affiliates for purposes of corporate cash management. Each share class
represents an ownership interest in the same investment portfolio. When you
choose your class of shares you should consider the size of your investment and
how long you plan to hold your shares.

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

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

The Funds' shares are distributed by ING Funds Distributor, Inc. (the
"Distributor"), an affiliate of the Investment Manager. The Funds' shares may be
sold by retail broker-dealers that are under common control with the Funds. As
of the date of this Prospectus, such broker-dealers are Compulife Investor
Services, Inc., IFG Network Securities, Inc., Locust Street Securities, Inc.,
Multi-Financial Securities Corporation, VESTAX Securities Corporation, ING
Barings Furman Selz LLC and ING Barings LLC.
<PAGE> 41
38 ING FUNDS TRUST
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Availability Available directly Available directly Available directly
from the Funds or from the Funds or from the Funds or
through authorized through authorized through authorized
securities dealers securities dealers securities dealers
or investment or investment or investment
advisors. advisors. advisors.
- ------------------------------------------------------------------------------------------
Initial Sales Load? Yes. Payable at No. Entire purchase No. Entire purchase
time of purchase. price is invested price is invested
Lower sales loads in shares of the in shares of the
are available for Fund. Fund.
larger investments.
- ------------------------------------------------------------------------------------------
Deferred Sales No. (May be charged Yes. Payable if you Yes. Payable if you
Load? for purchases over redeem within six redeem within one
$1 million that are years of purchase. year of purchase.
redeemed within one
year.)
- ------------------------------------------------------------------------------------------
Redemption Fee? No. No. No.
- ------------------------------------------------------------------------------------------
Maintenance and 0.25% Shareholder 0.25% Shareholder 0.25% Shareholder
Distribution Fees? Servicing Fee; Servicing Fee; Servicing Fee;
0.50% Distribution 0.75% Distribution 0.75% Distribution
Fee under a Rule Fee under a Rule Fee under a Rule
12b-1 Plan. 12b-1 Plan. 12b-1 Plan.
- ------------------------------------------------------------------------------------------
Conversion to Class Not Applicable. Yes, automatically No.
A Shares? after eight years.
- ------------------------------------------------------------------------------------------
</TABLE>

CLASS A SHARES -- INITIAL SALES LOAD ALTERNATIVE

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

STOCK FUNDS

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

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

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

The deferred sales load relating to Class A shares will be reduced or
waived in the same circumstances as described for Class B shares below.

No initial sales load is applied to Class A shares of any Fund that you
purchase through the reinvestment of dividends or distributions.

A reduced or waived sales load on a purchase of Class A shares may apply
for purchases under a "Right of Accumulation" or "Letter of Intent." The Right
of Accumulation permits you to pay the sales load that would apply to the cost
or value (whichever is higher) of all shares you own in the ING Funds at the
time of your current purchase. A Letter of Intent permits you to pay the sales
load that would be applicable if you add up all shares of the ING Funds that you
agree to buy within a 13-month period. Of the Letter of Intent amount, 5% will
be held in escrow to cover additional sales charges which may be due if your
total investments over the 13 month period are not sufficient to qualify for a
sales charge reduction. Certain restrictions
<PAGE> 42
ING FUNDS TRUST 39
- --------------------------------------------------------------------------------

apply. In order for the sales charge reductions to be effective under either of
these programs, the Transfer Agent must be notified of the reduction request
when the purchase order is placed. Additional information concerning these
programs can be obtained from the Funds by calling 1-877-INFO-ING.

With regard to Funds that charge an initial sales load, the initial sales
load on Class A shares is waived with respect to the following types of
investments:

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

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

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

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

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

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

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

- Purchases constituting loan repayments by a retirement plan participant.

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

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

If you redeem Class A shares and within 90 days buy new shares of the same
class, you will not pay a sales load on the new purchase amount and you will
receive a credit for any CDSL paid. If such reinstated shares are then redeemed
within one year of the initial purchase, the CDSL will be imposed upon the
redemption. The amount eligible for this "Reinstatement Privilege" may not
exceed the amount of your redemption proceeds. To exercise the privilege,
contact the Funds at 1-877-INFO-ING.

CLASS B SHARES -- DEFERRED SALES LOAD ALTERNATIVE

If you select Class B shares, you do not pay an initial sales load at the
time of purchase. However, if you redeem your Class B shares within 6 years
after purchase, you may be required to pay a deferred sales load. You will also
pay distribution fees of 0.75% and shareholder servicing fees of 0.25% each
year. Because these fees are paid out of a Fund's assets on an ongoing basis,
over time these fees increase the cost of your investment and may cost you more
than purchasing the Class A shares and paying an initial sales load. The
Distributor uses the money that it receives from the deferred sales loads and
the distribution fees to cover the costs of marketing, advertising and
compensating the securities dealer who assists you in purchasing Fund shares.
Although Class B shares are sold without an initial sales load, the Distributor
normally pays a sales commission of 4.00% of the purchase price of Class B
shares to the dealer from its own resources at the time of sale.

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

<TABLE>
<CAPTION>
REDEMPTION DURING SALES LOAD*
- ----------------- -----------
<S> <C>
1st year after purchase.................. 5%
2nd year after purchase.................. 4%
3rd year after purchase.................. 4%
4th year after purchase.................. 3%
5th year after purchase.................. 2%
6th year after purchase.................. 1%
Thereafter............................... NONE
</TABLE>

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

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

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

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

- Redemptions resulting from shareholder death or disability as long as the
waiver request is made within one year of death or disability or, if
later, reasonably promptly following completion of probate.
<PAGE> 43
40 ING FUNDS TRUST
- --------------------------------------------------------------------------------

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

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

To determine whether the Class B CDSL applies to a redemption, the Fund
redeems shares in the following order: (i) shares acquired by reinvestment of
dividends and capital gains distributions; (ii) shares held for over six years;
and (iii) shares in the order they were purchased (such that shares held the
longest are redeemed first). In the table above, 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.

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

If you redeem Class B shares and within 90 days buy new shares of the same
class, you will receive a credit for any CDSL paid. If such reinstated shares
are then redeemed within six years of the initial purchase, the CDSL will be
imposed upon the redemption. The amount eligible for this "Reinstatement
Privilege" may not exceed the amount of your redemption proceeds. To exercise
the privilege, contact the Funds at 1-877-INFO-ING.

CLASS C SHARES -- LEVEL SALES LOAD ALTERNATIVE

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

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

Class C shares do not offer a conversion privilege.

If you redeem Class C shares and within 90 days buy new shares of the same
class, you will receive a credit for any CDSL paid. If such reinstated shares
are then redeemed within one year of the initial purchase, the CDSL will be
imposed upon the redemption. The amount eligible for this "Reinstatement
Privilege" may not exceed the amount of your redemption proceeds. To exercise
the privilege, contact the Funds at 1-877-INFO-ING.

HOW TO PURCHASE SHARES

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

The minimum initial investment in a Fund is $2,000 ($1,000 for an IRA
investment or any qualified plan). Any subsequent investments must be at least
$50, including an IRA or qualified plan investment. The Distributor may waive
these minimums from time to time. All initial investments should be accompanied
by a completed Account Application. An Account Application accompanies this
Prospectus. A separate application is required for an IRA or qualified plan
investor. All funds received are invested in full and fractional shares of the
appropriate Fund. Certificates for shares are not issued. Shares of the Funds
may be purchased by investors for retirement and non-retirement accounts.

When you purchase shares of a Fund, please specify the class of shares
that you wish to purchase. If you do not choose a class of shares, then your
investment will be made in Class A shares. The Funds reserve the right to
reject any purchase order. The Funds will accept third party checks from
qualified financial institutions, such as broker-dealers and investment
advisers that are registered with the Securities and Exchange Commission, as
well as insurance companies,
<PAGE> 44
ING FUNDS TRUST 41
- --------------------------------------------------------------------------------

banks, credit unions and thrift companies. Personal third party checks and
non-U.S. checks will not be accepted. All initial investments may be made using
any of the following methods:

<TABLE>
<S> <C>
By Mail Send your completed and signed application and check
payable to ING Funds Trust by regular mail to:
ING Funds
P.O. Box 219416
Kansas City, MO 64121-9416
Or by express, registered, or certified mail to:
ING Funds
c/o NFDS
330 W. 9th Street
Kansas City, MO 64105
Through an Authorized Broker Contact your broker or investment adviser for
or Investment Adviser instructions on purchasing shares through their
organizations. These organizations may impose additional
requirements and charges for the services rendered.
By Wire First contact the Funds at 1-877-INFO-ING to obtain a
fund account number and reference number for the wire.
Then contact your bank and request it to wire federal
funds to the applicable Fund. Your bank will normally
charge you a fee for handling the transaction. The
following wire instructions should be used:
State Street Bank and Trust Company
ABA 101003621
A/C # 890-756-095-8
Credit to [insert the ING Fund name]
For Account of [insert your ING Fund account number]
</TABLE>

You may purchase additional shares after your account has been established
using any of the following methods:

<TABLE>
<S> <C>
By Mail Send a check payable to ING Funds Trust, along with a
remittance slip from a confirmation statement or with a
letter of instructions including your account number and
Fund name, to the appropriate address listed above.
Through an Authorized Broker Contact your broker or investment adviser.
or Investment Adviser
By Wire Follow the instructions above for initial investments by
wire.
ING Funds 24/7 Audio Provided your bank is an ACH member, you may initiate a
Response and Internet purchase of Fund shares by transferring funds from your
Transactions* pre- designated bank account by one of the following
methods:
- access your account via the ING Funds Audio Response
system by calling the Funds at 1-877-INFO-ING and
selecting option 1, or
- access your account via our ING Web Site at
www.ingfunds.com.
* A personal identification
number and a pre-designated If you did not select this option on your account
bank account are required to application, you may obtain the necessary authorization
use these services. form by calling the Funds at the above phone number. If
you have selected this option, but have not yet activated
a personal identification number, please contact the
Funds at the above phone number. Your bank may charge you
a fee for handling these transactions.
</TABLE>
<PAGE> 45
42 ING FUNDS TRUST
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
ING Auto-Asset Accumulation This plan permits you to purchase Fund shares (minimum of
Plan $50 per transaction) at regular intervals by transferring
funds from your bank account. Call the Funds at
1-877-INFO-ING to obtain the necessary authorization
form. The Funds reserve the right upon 30 days' written
notice to make reasonable charges for this service.
Direct Deposit Plans These plans permit you to purchase Fund shares (minimum
of $50 per transaction) by having your employer
automatically transfer a portion of your paycheck to the
Funds. Social security recipients may have all or a
portion of their social security check transferred
automatically to purchase Fund shares. You may call the
Funds at 1-877-INFO-ING to obtain the necessary
authorization form. The Funds reserve the right upon 30
days' written notice to make reasonable charges for this
service.
</TABLE>

IRA investments made through the ING Auto-Asset Accumulation Plan or Direct
Deposit Plans will be treated as current year contributions only. Prior year
contributions through the ING Auto-Asset Accumulation Plan or Direct Deposit
Plans are prohibited. IRA investments cannot exceed Internal Revenue Service
stated maximums for investing in a calendar year. It is the account holder's
responsibility to ensure that their account(s) are within these maximum
investment guidelines.

HOW TO REDEEM SHARES

You may redeem your shares, in whole or in part, on each day a Fund is
valued. Shares will be redeemed without charge (except for any applicable CDSL)
at the net asset value next determined after a redemption request in good order
has been received by the Funds. In the instance where you own more than one
class of shares and the class of shares being redeemed are not subject to the
CDSL, those shares with the highest Rule 12b-1 fee will be redeemed in full
prior to any redemption of shares with a lower Rule 12b-1 fee.

Once your shares are redeemed, the Funds will ordinarily send the proceeds
by check to you at the address of record on the next business day. To ensure
acceptance of your redemption request, it is important to follow the procedures
described below. If you purchased your shares through an Authorized Broker or
Investment Adviser, please contact them to inquire which redemption methods are
available to you. Under certain circumstances described below, a signature
guarantee may be required. You may redeem your shares using any of the following
methods:

<TABLE>
<S> <C>
By Mail Send your letter of instructions for redemption to the
appropriate address. By regular mail to:
ING Funds
P.O. Box 219416
Kansas City, MO 64121-9416
Or by express, registered or certified mail to:
ING Funds
c/o NFDS
330 W. 9th Street
Kansas City, MO 64105
Your letter of instructions must include:
- the name of the Fund and account number you are
redeeming from
- your name(s) and address as they appear on your account
- the dollar amount or number of shares you wish to
redeem
- your signature(s) as it appears on your account
- a signature guarantee, if required (see below)
- additional information may be required for redemptions
from
</TABLE>
<PAGE> 46
ING FUNDS TRUST 43
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
IRAs or other retirement plans. Please call the
Funds at 1-877-INFO-ING for instructions.
If you have a pre-designated bank account on file, you
may request to have your redemption proceeds wired
directly into your bank account. If we do not have bank
instructions on your account, or if you would like the
proceeds to be sent to another account, a signature
guarantee will be required.
By Telephone The telephone redemption privilege is available unless
you specifically decline this option on your Account
Application. To request a telephone redemption, call a
Fund's representative at 1-877-INFO-ING and be prepared
to give the representative your account number, social
security number and account registration, the Fund name
from which you are redeeming shares, and the amount to be
redeemed. Your redemption proceeds will be wired to your
predesignated bank account. If no pre-designated bank
account is on file, a check will be sent to your address
of record. If you did not complete the bank account
information section on your application at the time of
your initial purchase, you may obtain the necessary
authorization form by contacting a Fund's representative
at the above phone number. Telephone redemptions will be
suspended for a period of 15 days following an address
change. Your bank may charge you a fee for receiving a
wire payment on your behalf. This feature is not
available to IRAs or other retirement plans.
Through an Authorized Broker You may redeem your shares by contacting your authorized
or Investment Adviser broker or investment advisor and instructing him or her
to redeem your shares. Your representative will then
contact the Funds and place a redemption trade on your
behalf. These organizations may impose certain
restrictions on redemptions and may charge you a fee for
the transaction.
By Systematic Withdrawal You may arrange to receive automatic cash payments
Plan (minimum $50) periodically. Call 1-877-INFO-ING for more
information and an enrollment form.
ING Funds 24/7 Audio Provided your bank is an ACH member, you may request that
Response and Internet redemption proceeds (minimum $500 per day) be transferred
Transactions* from your Fund account to your pre-designated bank
account by one of the following methods:
- access your account via the ING Funds Audio Response
system by calling the Funds at 1-877-INFO-ING and
selecting option 1, or
- access your account via our ING Web Site at
www.ingfunds.com.
Holders of jointly registered Fund or bank accounts may
not redeem more than $250,000 within any 30-day period
under this procedure. If you did not select this option
on your account application, you may obtain the necessary
* A personal identification authorization form by calling the Funds at the above
number and a pre-designated phone number. If you have selected this option, but have
bank account are required to not yet activated a personal identification number,
use these services. please contact the Funds at the above phone number. Your
bank may charge you a fee for handling these
transactions. This feature is not available to IRAs or
other retirement plans.
</TABLE>
<PAGE> 47
44 ING FUNDS TRUST
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Optional Insurance Benefit Insurance companies, including certain companies
affiliated with the Manager, may make certain life
insurance coverage available to persons on whose behalf
shares of the Funds are purchased. The benefits of this
coverage payable at death will be related to the amounts
paid to purchase shares and to the value of the shares
held for the benefit of the insured persons. If you
purchase such life insurance coverage, you will be
required to authorize periodic redemptions of Fund shares
to pay the premiums for such coverage. These redemptions
will not be subject to CDSLs, but will have the same tax
consequences as any other Fund redemptions. Certain
restrictions apply. Call 1-877-INFO-ING for more
information and application forms for this program.
</TABLE>

The Funds reserve the right to redeem in kind. That is, the Funds may honor
redemption requests with readily marketable portfolio securities instead of cash
if during any 90-day period redemptions exceed the lesser of $250,000 or 1% of
the net assets of the redeeming Fund at the beginning of such period. You may
incur transaction costs associated with converting these securities to cash.

Due to the high costs of maintaining small accounts, the Funds may ask that
you increase your account balance if (1) the value of your account falls below
$500 for three consecutive months as a result of redemptions or exchanges, and
(2) your account has been in existence for at least one year and you have not
made any additional purchases in the account within the preceding six calendar
months. If the account balance remains below the minimum requirement for 60 days
after you are notified, the Funds may close your account and send you the
redemption proceeds.

Signature Guarantees. A signature guarantee is designed to protect the
investor, the Funds and their agents by verifying the signature of certain
investors seeking to redeem, transfer, or exchange shares of the Funds.
Signature guarantees are required for:

- redemptions by mail in excess of $50,000;

- redemptions by mail if the proceeds are to be paid to someone other than
the name(s) in which the account is registered;

- redemptions requesting proceeds to be sent by wire to other than the bank
of record for the account;

- redemptions requesting proceeds to be sent to a new address or an address
that has been changed within the past 15 days;

- requests to transfer the registration of shares to another owner;

- telephone exchange and telephone redemption authorization forms;

- changes in previously designated wiring instructions; or

- redemptions or exchanges of shares previously reported as lost/abandoned
property, whether or not the redemption amount is under $50,000 or the
proceeds are to be sent to the address of record.

The foregoing requirements may be waived or modified upon notice to
shareholders.

EXCHANGE PRIVILEGE

Except as described below, Class A shares of any Fund may be exchanged for
Class A shares of any other Fund. Any sales load previously paid on the shares
being exchanged will be credited toward the sales load payable on the shares
being acquired.

Except as described below, Class B shares and Class C shares of a Fund, as
well as Class A shares subject to a contingent deferred sales load, may be
exchanged, based on the per share net asset values, for the same class of shares
of any other Fund. You will receive credit for the period of time you held the
shares being exchanged when determining whether the acquired shares, when
redeemed, will be subject to a contingent deferred sales load.

Your exchange will be processed at the next determined net asset value (or
offering price, if there is a sales load) after the Funds receive your request.
A new account opened by exchange must be established with the same name(s),
address and social security number as the existing account.
<PAGE> 48
ING FUNDS TRUST 45
- --------------------------------------------------------------------------------

You may only exchange shares into a Fund which is authorized for sale in
your state of residence. The Funds may limit each account to eight exchanges per
calendar year. The Funds may change or discontinue the exchange privilege after
giving you 60 days' prior notice. An exchange of shares is a taxable event on
which you may realize a gain or loss. You may exchange shares using any of the
following methods:

<TABLE>
<CAPTION>
<S> <C>
By Telephone You are automatically eligible to exchange shares by
telephone unless you specifically decline this option on
your Account Application. To speak with a service
representative, call 1-877-INFO-ING. Be prepared to
provide the representative with the following
information:
- your account number, social security number and account
registration
- the name of the Fund from and the Fund into which you
wish to make the exchange
- the dollar amount or the number of shares you wish to
exchange
Telephone exchanges will be suspended for a period of ten
days following an address change.
By Mail Send a letter of instructions to the Funds which includes
the following information:
- the name of the Fund and the account number you are
exchanging from
- your name(s), address and social security number
- the dollar amount or number of shares you wish to
exchange
- the name of the Fund you are exchanging into
- your signature(s) as it appears on your account
Send your instructions by regular mail to:
ING Funds
P.O. Box 219416
Kansas City, MO 64121-9416
Or by express, registered or certified mail to:
ING Funds
c/o NFDS
330 W. 9th Street
Kansas City, MO 64105
ING Funds 24/7 Audio You may initiate an exchange transaction by one of the
Response and Internet following methods:
Transactions*
- access your account via the ING Funds Audio Response
system by calling the Funds at 1-877-INFO-ING and
selecting option 1, or
- access your account via our ING Web Site at
www.ingfunds.com.
* A personal identification If you did not select this option on your account
number is required to use application, you may obtain the necessary authorization
these services. form by calling the Funds at the above phone number. If
you have selected this option, but have not yet activated
a personal identification number, please contact the
Funds at the above phone number.
Auto-Exchange Privilege The Auto-Exchange Privilege enables you to invest
regularly, in exchange for shares of a Fund, in shares of
other Funds of which you are a shareholder. The amount
designated ($50 minimum) will be exchanged automatically
according to the schedule you have selected. The right to
exercise this privilege may be changed or terminated by
the Funds upon 60 days' prior notice. For more
information on this privilege or to obtain an
Auto-ExchangePrivilege Authorization Form, call the Funds
at 1-877-INFO-ING.
</TABLE>
<PAGE> 49
46 ING FUNDS TRUST
- --------------------------------------------------------------------------------

PRICING OF SHARES

Each of the Funds prices its shares based on its net asset value. The Funds
value portfolio securities for which market quotations are readily available at
market price. These Funds value all other securities and assets at their fair
value. Securities and other assets quoted in foreign currencies are valued in
U.S. dollars based on the prevailing exchange rates on that day. In addition,
if, between the time trading ends on a particular security and the close of the
New York Stock Exchange (NYSE), events occur that materially affect the value of
the security, the Funds may value the security at its fair value as determined
in good faith by or under the supervision of the Board of Trustees. The effect
of using fair value pricing is that a Fund's net asset value will be subject to
the judgment of the Board of Trustees or its designee instead of being
determined by the market. Because some of the Funds may invest in securities
that are primarily listed on foreign exchanges, the value of those Funds' shares
may change on days when you will not be able to purchase or redeem shares.

Each Fund determines the net asset value of its shares as of the close of
the NYSE (normally 4:00 p.m., Eastern time) on each day the NYSE is open for
business. The price at which a purchase or redemption is effected is based on
the next calculation of a Fund's net asset value after the order is placed.

DIVIDENDS AND DISTRIBUTIONS

Each Fund intends to distribute to its shareholders substantially all of
its investment company taxable income (which includes dividends and interest and
the excess, if any, of net short-term capital gains over net long-term capital
losses). Each of the Funds will declare and pay these dividends annually, except
for the ING Growth & Income Fund, ING Global Real Estate Fund and the ING
Balanced Fund, which will declare and pay dividends quarterly. In addition, each
Fund intends to distribute, at least annually, substantially all of its net
capital gains (the excess of net long-term capital gains over net short-term
capital losses). In determining amounts of capital gains to be distributed, any
capital loss carryovers from prior years will be applied against capital gains.

Dividends and distributions will be reinvested in additional shares of a
Fund at net asset value unless you elect to receive such dividends and
distributions in cash. If you redeem all or a portion of Fund shares prior to a
dividend payment date, you will be entitled on the next dividend payment date to
all dividends declared but unpaid on those shares at the time of their
redemption.

If you elect to receive distributions in cash and the post office cannot
deliver your checks or if you do not cash your checks within six months, your
dividends may be reinvested in your account at the then-current net asset value
and your account will be converted to the reinvestment option. You will not
receive interest on the amount of your uncashed checks.

You may also elect to automatically invest dividends and distributions paid
by a Fund in shares of any other ING Fund of which you are a shareholder. Shares
of the other Fund will be purchased at that Fund's then-current net asset value.

You may also elect to transfer electronically dividends and distributions
paid by a Fund to your designated bank account if your financial institution is
an Automated Clearing House member. Banks may charge a fee for the service.

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

TAXES

Each Fund is treated as a separate entity for federal income tax purposes.
Each Fund intends to qualify as a regulated investment company by satisfying the
requirements under Subchapter M of the Internal Revenue Code of 1986 (the
"Code"), including requirements with respect to diversification of assets,
distribution of income and sources of income. By so qualifying, each Fund
generally will not be subject to federal income tax to the extent that it
distributes investment company taxable income and net realized capital gains in
the manner required under the Code.

Distributions by a Fund of its taxable net investment income and the
excess, if any, of its net short-term capital gain over its net long-term
capital loss are taxable to shareholders as ordinary income. Such distributions
are treated as dividends for federal income tax purposes but may qualify for the
70% dividends-received deduction for corporate shareholders. Distributions by a
Fund of the excess, if any, of its net long-term capital gain over its net
short-term capital loss are designated as capital gain dividends and are taxable
as long-term capital gains, regardless of the length of time you have held your
shares.

Distributions will be treated in the same manner for federal income tax
purposes whether you receive them in cash or reinvest them in additional shares
of the Fund. In
<PAGE> 50
ING FUNDS TRUST 47
- --------------------------------------------------------------------------------

general, distributions by a Fund are taxable to you in the year in which the
distributions are made. However, certain distributions made during January will
be treated as having been paid by a Fund and received by you on December 31 of
the preceding year.

Investment income received by a Fund from sources within foreign countries
may be subject to foreign income taxes withheld at the source. To the extent any
Fund is liable for foreign income taxes withheld at the source, each Fund
intends, if possible, to operate so as to meet the requirements of the Code to
"pass through" to the Fund's shareholders credits for foreign income taxes paid,
but there can be no assurance that any Fund will be able to do so.

A redemption or an exchange of shares is a taxable transaction on which you
may realize a gain or loss. Any gain or loss realized upon the sale or other
disposition of shares of a Fund generally will be a capital gain or loss which
will be long-term or short-term depending on how long you have held the shares.
Any loss realized upon a sale or disposition of shares within six months from
the date of their purchase will be treated as a long-term capital loss to the
extent of any capital gain distributions received on such shares.

Under the backup withholding rules of the Code, you may be subject to 31%
withholding of federal income tax on ordinary income dividends paid by a Fund.
In order to avoid this backup withholding, you must provide the Funds with a
correct taxpayer identification number or certify that you are otherwise exempt
from or not subject to backup withholding.

You will be notified annually as to the federal tax status of distributions
made by the Funds in which you invest. Depending on your residence for tax
purposes, distributions also may be subject to state and local taxes. You should
consult your own tax advisor as to the federal, state and local tax consequences
of investing in shares of the Funds in your particular circumstances.

MORE INFORMATION ABOUT STRATEGIES AND RISKS

A Fund's risk profile is largely a factor of the principal securities in
which it invests and investment techniques that it uses. The following pages
discuss the risks associated with certain of the types of securities in which
the Funds may invest and certain of the investment practices that the Funds may
use. For more information about these and other types of securities and
investment techniques used by the Funds, see the Statement of Additional
Information. Unless indicated otherwise, the following descriptions apply to all
Funds.

Many of the investment techniques and strategies discussed in this
Prospectus and in the Statement of Additional Information are discretionary,
which means that the Investment Manager or Sub-Adviser can decide whether to use
them or not. The Investment Manager or Sub-Adviser may also use investment
techniques or make investments in securities that are not a part of the Fund's
principal investment strategy.

Temporary Defensive Strategies (All Funds). When the Investment Manager or
Sub-Adviser to a Fund anticipates unusual market or other conditions, the Fund
may temporarily depart from its principal investment strategies. Under such
circumstances, up to 100% of the Fund's assets may be invested in investment
grade fixed income securities (for example, rated at least BBB by Standard &
Poor's Rating Group or Baa by Moody's Investor Services), money market
securities, certificates of deposit, bankers' acceptances, commercial paper or
in any other securities which in either the Investment Manager's or
Sub-Adviser's opinion are more conservative than the types of securities in
which the Fund typically invests. To the extent a Fund is engaged in temporary
defensive investments, it will not be pursuing its investment objective.

Investments in Foreign Securities (All Funds). There are certain risks in
owning foreign securities, including those resulting from: fluctuations in
currency exchange rates; devaluation of currencies; political or economic
developments and the possible imposition of currency exchange blockages or other
foreign governmental laws or restrictions; reduced availability of public
information concerning issuers; accounting, auditing and financial reporting
standards or other regulatory practices and requirements that are not uniform
when compared to those applicable to domestic companies; settlement and
clearance procedures in some countries that may not be reliable and can result
in delays in settlement; higher transaction and custody expenses than for
domestic securities; and limitations on foreign ownership of equity securities.
Also, securities of many foreign companies may be less liquid and the prices
more volatile than those of domestic companies. With certain foreign countries,
there is the possibility of expropriation, nationalization, confiscatory
taxation and limitations on the use or removal of funds or other assets of the
Funds, including the withholding of dividends.

Each Fund that invests in foreign securities may enter into foreign
currency transactions either on a spot or cash basis at prevailing rates or
through forward foreign currency exchange contracts in order to have the
necessary currencies to settle transactions or to help protect the Fund against
adverse changes in foreign currency exchange rates. Such efforts could limit
potential gains that might result from a relative increase in the value of such
currencies, and might, in certain cases, result in losses to the Fund.
<PAGE> 51
48 ING FUNDS TRUST
- --------------------------------------------------------------------------------

Emerging Market Investments (ING International Equity Fund and ING Emerging
Markets Equity Fund). Because of less developed markets and economies and, in
some countries, less mature governments and governmental institutions, the risks
of investing in foreign securities can be intensified in the case of investments
in issuers domiciled or doing substantial business in emerging market countries.
These risks include: high concentration of market capitalization and trading
volume in a small number of issuers representing a limited number of industries,
as well as a high concentration of investors and financial intermediaries;
political and social uncertainties; over-dependence on exports, especially with
respect to primary commodities, making these economies vulnerable to changes in
commodity prices; overburdened infrastructure and obsolete financial systems;
environmental problems; less well developed legal systems; and less reliable
custodial services and settlement practices.

Corporate and Municipal Debt Securities (All Funds). Corporate debt
securities are subject to the risk of the issuer's inability to meet principal
and interest payments on the obligation and may also be subject to price
volatility due to such factors as interest rate sensitivity, market perception
of the credit-worthiness of the issuer and general market liquidity. When
interest rates decline, the value of the debt securities can be expected to
rise, and when interest rates rise, the value of those securities can be
expected to decline. Debt securities with longer maturities tend to be more
sensitive to interest rate movements than those with shorter maturities.

Initial Public Offerings (All Funds). A significant portion of a Fund's
return may be attributable to its investment in initial public offerings. When a
Fund's asset base is small, the impact of such investments on a Fund's return
will be magnified. As the Fund's assets grow, it is probable that the effect of
the Fund's investment in initial public offerings on the Fund's total return
will decline.

U.S. Government Securities (All Funds). Some U.S. Government agency
securities may be subject to varying degrees of credit risk, and all U.S.
Government securities may be subject to price declines in the securities due to
changing interest rates.

Convertible Securities (All Funds). The price of a convertible security
will normally fluctuate in some proportion to changes in the price of the
underlying equity security, and as such is subject to risks relating to the
activities of the issuer and general market and economic conditions. The income
component of convertible securities causes fluctuations based upon changes in
interest rates and the credit quality of the issuer. Convertible securities are
often lower rated securities. A Fund may be required to redeem or convert a
convertible security before the holder would otherwise choose.

Other Investment Companies (All Funds). Each Fund may invest up to 10% of
its assets in other unaffiliated investment companies. There is no limit with
regard to investments in affiliated investment companies. When a Fund invests in
other investment companies, you indirectly pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees, and custodial fees) in addition to the expenses of the
Fund.

Restricted and Illiquid Securities (All Funds). Each Fund may invest up to
15% of its net assets in restricted and illiquid securities. If a security is
illiquid, the Fund might be unable to sell the security at a time when the
sub-adviser might wish to sell, and the security could have the effect of
decreasing the overall level of the Fund's liquidity. Further, the lack of an
established secondary market may make it more difficult to value illiquid
securities, which could vary from the amount the Fund could realize upon
disposition. Restricted securities, i.e., securities subject to legal or
contractual restrictions on resale, may be illiquid. However, some restricted
securities may be treated as liquid, although they may be less liquid than
registered securities traded on established secondary markets.

Mortgage-Related Securities (All Funds). Although mortgage loans
underlying a mortgage-backed security may have maturities of up to 30 years, the
actual average life of a mortgage-backed security typically will be
substantially less because the mortgages will be subject to normal principal
amortization, and may be prepaid prior to maturity. Like other fixed income
securities, when interest rates rise, the value of a mortgage-backed security
generally will decline; however, when interest rates are declining, the value of
mortgage-backed securities with prepayment features may not increase as much as
other fixed income securities. The rate of prepayments on underlying mortgages
will affect the price and volatility of a mortgage-related security, and may
have the effect of shortening or extending the effective maturity of the
security beyond what was anticipated at the time of the purchase. Unanticipated
rates of prepayment on underlying mortgages can be expected to increase the
volatility of such securities. In addition, the value of these securities may
fluctuate in response to the market's perception of the creditworthiness of the
issuers of mortgage-related securities owned by a Fund. Additionally, although
mortgages and mortgage-related securities are generally supported by some form
of government or private guarantee and/or insurance, there is no assurance that
private guarantors or insurers will be able to meet their obligations.

Asset-Backed Securities (All Funds). Asset-backed securities involve
certain risks that are not posed by mortgage-related securities, resulting
mainly from the fact that asset-backed securities often do not contain the
benefit of a complete security interest in the related collateral. The risks
associated with asset-backed securities may be reduced
<PAGE> 52
ING FUNDS TRUST 49
- --------------------------------------------------------------------------------

by the addition of credit enhancements such as a bank letter of credit or a
third-party guarantee.

Derivatives (All Funds). Generally, derivatives can be characterized as
financial instruments whose performance is derived, at least in part, from the
performance of an underlying asset or assets. Some derivatives are sophisticated
instruments that typically involve a small investment of cash relative to the
magnitude of risks assumed. These may include swap agreements, options, forwards
and futures. Derivative securities are subject to market risk, which could be
significant for those that have a leveraging effect. Many of the Funds do not
invest in these types of derivatives, so please check the description of the
Fund's policies found in the Statement of Additional Information. Derivatives
are also subject to credit risks related to the counterparty's ability to
perform, and any deterioration in the counterparty's creditworthiness could
adversely affect the instrument. A risk of using derivatives is that the adviser
might imperfectly judge the market's direction. For instance, if a derivative is
used as a hedge to offset investment risk in another security, the hedge might
not correlate to the market's movements and may have unexpected or undesired
results, such as a loss or a reduction in gains.

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

Repurchase Agreements (All Funds). Each Fund may enter into repurchase
agreements, which involve the purchase by a Fund of a security that the seller
has agreed to buy back. If the seller defaults and the collateral value
declines, the Fund might incur a loss. If the seller declares bankruptcy, the
Fund may not be able to sell the collateral at the desired time.

Lending Portfolio Securities (All Funds). In order to generate additional
income, each Fund may lend portfolio securities in an amount up to 33 1/3% of
its total assets to broker-dealers, major banks, or other recognized domestic
institutional borrowers of securities. As with other extensions of credit, there
are risks of delay in recovery or even loss of rights in the collateral should
the borrower default or fail financially.

Borrowing (All Funds). Each Fund may borrow for certain types of temporary
or emergency purposes subject to certain limits. Borrowing may exaggerate the
effect of any increase or decrease in the value of portfolio securities or the
net asset value of a Fund, and money borrowed will be subject to interest costs.
Interest costs on borrowings may fluctuate with changing market rates of
interest and may partially offset or exceed the return earned on borrowed funds.
Under adverse market conditions, a Fund might have to sell portfolio securities
to meet interest or principal payments at a time when fundamental investment
considerations would not favor such sales.

Reverse Repurchase Agreements (All Funds). A reverse repurchase agreement
involves the sale of a security, with an agreement to repurchase the same
securities at an agreed upon price and date. Whether such a transaction produces
a gain for a Fund depends upon the costs of the agreements and the income and
gains of the securities purchased with the proceeds received from the sale of
the security. If the income and gains on the securities purchased fail to exceed
the costs, net asset value will decline faster than otherwise would be the case.
Reverse repurchase agreements, as leveraging techniques, may increase a Fund's
yield; however, such transactions may result in a shareholder's loss of
principal.

Short Sales (ING International Equity Fund and ING Emerging Markets Equity
Fund). A "short sale" is the sale by a Fund of a security which has been
borrowed from a third party on the expectation that the market price will drop.
If the price of the security rises, the Fund may have to cover its short
position at a higher price than the short sale price, resulting in a loss.

Investments in Small- and Mid-Capitalization Companies (All Funds). The
Funds may invest in small and mid capitalization companies. Investments in mid-
and small-capitalization companies involve greater risk than is customarily
associated with larger, more established companies due to the greater business
risks of small size, limited markets and financial resources, narrow product
lines and the frequent lack of depth of management. The securities of smaller
companies are often traded over-the-counter and may not be traded in volumes
typical on a national securities exchange. Consequently, the securities of
smaller companies may have limited market stability and may be subject to more
abrupt or erratic market movements
<PAGE> 53
50 ING FUNDS TRUST
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than securities of larger, more established growth companies or the market
averages in general.

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

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

Fundamental and Non-Fundamental Policies (All Funds). Unless otherwise
stated, all investment objectives and policies are non-fundamental and may be
amended without shareholder approval.

Percentage Investment Limitations (All Funds). Unless otherwise stated,
percentage limitations in this prospectus apply at the time of investment.

Portfolio Turnover (All Funds). Each Fund may engage in frequent and
active trading of portfolio securities to achieve its investment objective. A
high portfolio turnover rate involves greater expenses to a Fund, including
brokerage commissions and other transaction costs, and is likely to generate
more taxable short-term gains for shareholders, which may have an adverse effect
on the performance of the Fund.
<PAGE> 54
ING FUNDS TRUST 51
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FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Funds' financial performance for the fiscal period ended October 31, 1999.
Certain information reflects financial results for a single Fund share. The
total returns in the table represent the rate than an investor would have earned
or lost on an investment in the Funds (assuming reinvestment of all dividends
and distributions). Past performance does not guarantee future results. This
information has been audited by Ernst & Young LLP, independent auditors, whose
report, along with the Funds' financial statements, is included in the Statement
of Additional Information, which is available upon request. Because the
following Funds had not commenced operations prior to October 31, 1999,
financial highlights are not presented for ING Tax Efficient Equity Value Fund,
ING Global Communications Fund, ING Internet Fund II, ING Balanced Fund, ING
Emerging Markets Equity Fund, ING Global Real Estate Fund and ING Quality of
Life Fund.

ING LARGE CAP GROWTH FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $ 10.00
From investment operations:
Net investment loss....................................... (0.04) (0.04) (0.03)
Net realized and unrealized gain.......................... 1.84 1.79 1.77
------- ------ -------
Total from investment operations.......................... 1.80 1.75 1.74
------- ------ -------
Distributions paid from investment income................... -- -- --
------- ------ -------
Net asset value per share, end of period.................... $ 11.80 $11.75 $ 11.74
Net assets, end of period (in thousands).................... $37,517 $3,900 $10,692
Total investment return at net asset value(2)(3)............ 18.00% 17.50% 17.40%
Ratios to average net assets(4):
Net expenses.............................................. 1.28% 1.93% 1.93%
Gross expenses............................................ 2.39% 2.69% 2.67%
Net investment loss....................................... -0.41% -1.14% -1.13%
Portfolio turnover rate(3).................................. 61.71% 61.71% 61.71%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(2) Total return assumes reinvestment of all dividend and capital gain
distributions, if any, and does not reflect the deduction of the applicable
sales loads with respect to Class A shares or the applicable contingent
deferred sales loads with respect to Class B and C shares. Total returns
would be lower if part of the Fund's expenses were not waived or reimbursed.

(3) Not annualized.

(4) Annualized.
<PAGE> 55
52 ING FUNDS TRUST
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ING GROWTH & INCOME FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations:
Net investment income (loss).............................. 0.01 (0.03) (0.02)
Net realized and unrealized gain.......................... 1.42 1.41 1.40
------- ------ ------
Total from investment operations.......................... 1.43 1.38 1.38
------- ------ ------
Distributions paid from investment income................... (0.01) (0.02) (0.00)*
------- ------ ------
Net asset value per share, end of period.................... $ 11.42 $11.36 $11.38
Net assets, end of period (in thousands).................... $34,964 $1,132 $ 855
Total investment return at net asset value(2)(3)............ 14.34% 13.79% 13.81%
Ratios to average net assets(4):
Net expenses.............................................. 1.28% 1.93% 1.93%
Gross expenses............................................ 2.37% 2.67% 2.68%
Net investment income (loss).............................. 0.14% -0.61% -0.61%
Portfolio turnover rate(3).................................. 32.44% 32.44% 32.44%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(3) Not annualized.

(4) Annualized.

* Amount represents less than $0.01.

ING MID CAP GROWTH FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations:
Net investment loss....................................... (0.03) (0.05) (0.06)
Net realized and unrealized gain.......................... 0.42 0.38 0.39
------- ------ ------
Total from investment operations.......................... 0.39 0.33 0.33
------- ------ ------
Distributions paid from investment income................... -- -- --
------- ------ ------
Net asset value per share, end of period.................... $ 10.39 $10.33 $10.33
Net assets, end of period (in thousands).................... $28,042 $ 653 $ 391
Total investment return at net asset value(2)(3)............ 3.90% 3.30% 3.30%
Ratios to average net assets(4):
Net expenses.............................................. 1.35% 1.99% 1.99%
Gross expenses............................................ 2.68% 2.82% 2.82%
Net investment loss....................................... -0.35% -1.42% -1.45%
Portfolio turnover rate(3).................................. 41.27% 41.27% 41.27%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(3) Not annualized.

(4) Annualized.
<PAGE> 56
ING FUNDS TRUST 53
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ING SMALL CAP GROWTH FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations:
Net investment loss....................................... (0.08) (0.08) (0.08)
Net realized and unrealized gain.......................... 1.40 1.34 1.34
------- ------ ------
Total from investment operations.......................... 1.32 1.26 1.26
------- ------ ------
Distributions paid from investment income................... -- -- --
------- ------ ------
Net asset value per share, end of period.................... $ 11.32 $11.26 $11.26
Net assets, end of period (in thousands).................... $29,860 $ 761 $ 423
Total investment return at net asset value(2)(3)............ 13.20% 12.60% 12.60%
Ratios to average net assets(4):
Net expenses.............................................. 1.34% 1.99% 1.99%
Gross expenses............................................ 2.67% 2.97% 3.01%
Net investment loss....................................... -0.89% -1.64% -1.66%
Portfolio turnover rate(3).................................. 139.12% 139.12% 139.12%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(3) Not annualized.

(4) Annualized.

ING GLOBAL BRAND NAMES FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations:
Net investment loss....................................... (0.02) (0.04) (0.06)
Net realized and unrealized gain(2)....................... 1.59 1.54 1.57
------- ------ ------
Total from investment operations.......................... 1.57 1.50 1.51
------- ------ ------
Distributions paid from investment income................... -- -- --
------- ------ ------
Net asset value per share, end of period.................... $ 11.57 $11.50 $11.51
Net assets, end of period (in thousands).................... $35,376 $2,841 $7,548
Total investment return at net asset value(3)(4)............ 15.70% 15.00% 15.10%
Ratios to average net assets(5):
Net expenses.............................................. 1.48% 2.14% 2.13%
Gross expenses............................................ 2.68% 2.93% 2.93%
Net Investment loss....................................... -0.18% -0.97% -0.78%
Portfolio turnover rate(4).................................. 11.09% 11.09% 11.09%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(2) Includes gains and losses on foreign currency transactions.

(3) Total return assumes reinvestment of all dividend and capital gain
distributions, if any, and does not reflect the deduction of the applicable
sales loads with respect to Class A shares or the applicable contingent
deferred sales loads with respect to Class B and C shares. Total returns
would be lower if part of the Fund's expenses were not waived or reimbursed.

(4) Not annualized.

(5) Annualized.
<PAGE> 57
54 ING FUNDS TRUST
- --------------------------------------------------------------------------------

ING INTERNATIONAL EQUITY FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations:
Net investment income (loss).............................. 0.04 (0.01) (0.01)
Net realized and unrealized gain(2)....................... 1.78 1.77 1.77
------- ------ ------
Total from investment operations.......................... 1.82 1.76 1.76
------- ------ ------
Distributions paid from investment income................... -- -- --
------- ------ ------
Net asset value per share, end of period.................... $ 11.82 $11.76 $11.76
Net assets, end of period (in thousands).................... $32,106 $ 680 $ 417
Total investment return at net asset value(3)(4)............ 18.20% 17.60% 17.60%
Ratios to average net assets(5):
Net expenses.............................................. 1.59% 2.23% 2.20%
Gross expenses............................................ 3.04% 3.30% 3.39%
Net investment income (loss).............................. 0.44% -0.32% -0.59%
Portfolio turnover rate(4).................................. 105.44% 105.44% 105.44%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(2) Includes gains and losses on foreign currency transactions.

(4) Not annualized.

(5) Annualized.

ING EUROPEAN EQUITY FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations:
Net investment income (loss).............................. 0.04 0.00* (0.01)
Net realized and unrealized gain(2)....................... 0.91 0.89 0.90
------- ------ ------
Total from investment operations.......................... 0.95 0.89 0.89
------- ------ ------
Distributions paid from investment income................... -- -- --
------- ------ ------
Net asset value per share, end of period.................... $ 10.95 $10.89 $10.89
Net assets, end of period (in thousands).................... $28,746 $ 849 $ 62
Total investment return at net asset value(3)(4)............ 9.50% 8.90% 8.90%
Ratios to average net assets(5):
Net expenses.............................................. 1.61% 2.27% 2.26%
Gross expenses............................................ 3.06% 3.35% 3.34%
Net investment income (loss).............................. 0.48% -0.08% -0.15%
Portfolio turnover rate(4).................................. 62.91% 62.91% 62.91%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(2) Includes gains and losses on foreign currency transactions.

(4) Not annualized.

(5) Annualized.

* Amount represents less than $0.01.
<PAGE> 58
ING FUNDS TRUST 55
- --------------------------------------------------------------------------------

ING TAX EFFICIENT EQUITY FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations:
Net investment income (loss).............................. 0.04 (0.01) 0.00*
Net realized and unrealized gain.......................... 1.95 1.97 1.92
------- ------ ------
Total from investment operations.......................... 1.99 1.96 1.92
------- ------ ------
Distributions paid from investment income................... -- -- --
------- ------ ------
Net asset value per share, end of period.................... $ 11.99 $11.96 $11.92
Net assets, end of period (in thousands).................... $45,714 $7,059 $1,222
Total investment return at net asset value(2)(3)............ 19.90% 19.60% 19.20%
Ratios to average net assets(4):
Net expenses.............................................. 1.28% 1.95% 1.97%
Gross expenses............................................ 2.40% 2.66% 2.64%
Net investment income (loss).............................. 0.49% -0.14% -0.14%
Portfolio turnover rate(3).................................. 8.51% 8.51% 8.51%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(3) Not annualized.

(4) Annualized.

* Amount represents less than $0.01.

ING FOCUS FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations:
Net investment loss....................................... (0.02) (0.03) (0.03)
Net realized and unrealized gain.......................... 2.56 2.51 2.50
------- ------ ------
Total from investment operations.......................... 2.54 2.48 2.47
------- ------ ------
Distributions paid from investment income................... -- -- --
------- ------ ------
Net asset value per share, end of period.................... $ 12.54 $12.48 $12.47
Net assets, end of period (in thousands).................... $35,783 $2,984 $ 976
Total investment return at net asset value(2)(3)............ 25.40% 24.80% 24.70%
Ratios to average net assets(4):
Net expenses.............................................. 1.34% 1.99% 1.99%
Gross expenses............................................ 2.60% 2.92% 2.92%
Net investment loss....................................... -0.25% -0.88% -0.87%
Portfolio turnover rate(3).................................. 95.71% 95.71% 95.71%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(3) Not annualized.

(4) Annualized.
<PAGE> 59
56 ING FUNDS TRUST
- --------------------------------------------------------------------------------

ING GLOBAL INFORMATION TECHNOLOGY FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations:
Net investment loss....................................... (0.13) (0.08) (0.05)
Net realized and unrealized gain(2)....................... 7.51 7.36 7.33
------- ------ ------
Total from investment operations.......................... 7.38 7.28 7.28
------- ------ ------
Distributions paid from investment income................... -- -- --
------- ------ ------
Net asset value per share, end of period.................... $ 17.38 $17.28 $17.28
Net assets, end of period (in thousands).................... $54,798 $5,964 $2,102
Total investment return at net asset value(3)(4)............ 73.80% 72.80% 72.80%
Ratios to average net assets(5):
Net expenses.............................................. 1.57% 2.25% 2.24%
Gross expenses............................................ 2.95% 3.22% 3.20%
Net investment loss....................................... -1.29% -2.04% -2.05%
Portfolio turnover rate(4).................................. 56.88% 56.88% 56.88%
</TABLE>

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

(1) Class A, B and C shares commenced operations on December 15, 1998.

(2) Includes gains and losses on foreign currency transactions.

(4) Not annualized.

(5) Annualized.

ING INTERNET FUND

For a share of beneficial interest outstanding throughout the period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $ 10.00 $10.00
From investment operations:
Net investment loss....................................... (0.03) (0.03) (0.03)
Net realized and unrealized gain(2)....................... 2.70 2.66 2.66
------- ------- ------
Total from investment operations.......................... 2.67 2.63 2.63
------- ------- ------
Distributions paid from investment income................... -- -- --
------- ------- ------
Net asset value per share, end of period.................... $ 12.67 $ 12.63 $12.63
Net assets, end of period (in thousands).................... $35,798 $14,869 $5,290
Total investment return at net asset value(3)(4)............ 26.70% 26.30% 26.30%
Ratios to average net assets(5):
Net expenses.............................................. 1.54% 2.17% 2.18%
Gross expenses............................................ 3.35% 3.75% 3.79%
Net investment loss....................................... -1.15% -1.88% -1.88%
Portfolio turnover rate(4).................................. 22.08% 22.08% 22.08%
</TABLE>

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

(1) Class A, B and C shares commenced operations on July 1, 1999.

(2) Includes gains and losses on foreign currency transactions.

(4) Not annualized.

(5) Annualized.
<PAGE> 60
INVESTMENT MANAGER

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

SUB-ADVISERS

Baring Asset Management, Inc.
125 High Street
Boston, MA 02110

Baring International Investment Limited
155 Bishopgate
London, England EC2M 3XY

Baring Asset Management (Asia) Limited
19/F Edinburgh Tower, The Landmark,
15 Queens Road, Central, Hong Kong

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

ING Investment Management LLC
5780 Powers Ferry Road, N.W., Suite 300
Atlanta, GA 30327

Furman Selz Capital Management LLC
230 Park Avenue
New York, NY 10169

Delta Asset Management
333 South Grand Avenue
Los Angeles, CA 90071

CRA Real Estate Securities, L.P.
259 Radnor-Chester Road
Radnor, PA 19087

DISTRIBUTOR

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

CUSTODIAN

State Street Bank and Trust Company
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

Additional information about the Funds is included in the Statement of
Additional Information ("SAI") dated February 28, 2000, as amended or
supplemented from time to time, which is incorporated by reference in its
entirety. Additional information about the Funds' investments is available in
the Funds' annual and semiannual reports to shareholders. In the Funds' annual
report you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during their last
fiscal year.

To obtain a free copy of the SAI, the annual and semiannual reports or other
information about the Funds, or to make inquiries about the Funds, please call
1-877-INFO-ING.

Information about the Funds (including the SAI) can be reviewed and copied at
the Securities and Exchange Commission's public reference room in Washington,
D.C. Information about the operation of the public reference room can be
obtained by calling the Commission at 1-800-SEC-0330. Reports and other
information about the Funds are available on the Commission's Internet site at
http://www.sec.gov. Copies of information on the Commission's Internet site can
be obtained for a fee by writing to: Securities and Exchange Commission, Public
Reference Section, Washington D.C. 20549-6009.

Investment Company Act File No. 811-08895

59
<PAGE> 61
ING FUNDS PROSPECTUS
February 28, 2000

CLASS A, B & C SHARES

BOND FUNDS
ING Intermediate Bond Fund
ING High Yield Bond Fund
ING International Bond Fund
ING Mortgage Income Fund
ING National Tax-Exempt Bond Fund
ING Stable Value Fund

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

[INSERT ING [LION LOGO] FUNDS]

<PAGE> 62

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FUNDS AT A GLANCE........................................... 1
BOND FUNDS.................................................. 2
ING Intermediate Bond Fund................................ 2
ING High Yield Bond Fund.................................. 3
ING International Bond Fund............................... 5
ING Mortgage Income Fund.................................. 7
ING National Tax-Exempt Bond Fund......................... 8
ING Stable Value Fund..................................... 9
FEES AND EXPENSES........................................... 11
MANAGEMENT OF THE FUNDS..................................... 14
PRICING ALTERNATIVES........................................ 15
HOW TO PURCHASE SHARES...................................... 18
HOW TO REDEEM SHARES........................................ 20
EXCHANGE PRIVILEGE.......................................... 23
PRICING OF SHARES........................................... 24
DIVIDENDS AND DISTRIBUTIONS................................. 25
TAXES....................................................... 26
MORE INFORMATION ABOUT STRATEGIES AND RISKS................. 26
FINANCIAL HIGHLIGHTS........................................ 30
</TABLE>
<PAGE> 63
ING FUNDS TRUST 1
- --------------------------------------------------------------------------------

FUNDS AT A GLANCE

ING INTERMEDIATE BOND FUND

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

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in fixed income securities,
including sensitivity to interest rate fluctuations. Investor demand, changes in
the financial condition of issuers of securities, and general economic
conditions, among other factors, may affect the market value and yield of the
Fund's securities.

ING HIGH YIELD BOND FUND

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

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

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

ING INTERNATIONAL BOND FUND

Investment Objective. High total return.

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in fixed income securities,
including sensitivity to interest rate fluctuations, and maintaining a
non-diversified portfolio. The Fund also will experience risks related to
investments in foreign securities (for example, currency exchange rate
fluctuations).

ING MORTGAGE INCOME FUND

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

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

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

ING NATIONAL TAX-EXEMPT BOND FUND

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

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in fixed income securities,
including sensitivity to interest rate fluctuations. Investor demand, changes in
the financial condition of issuers of securities, and general economic
conditions, among other factors, may affect the market value and yield of the
Fund's securities.

ING STABLE VALUE FUND

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

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

Main Risks. You could lose money. Other risks include price volatility and
risks, as discussed herein, related to investments in fixed income securities,
including sensitivity to interest rate fluctuations. Although the Fund will
enter into wrapper agreements with highly rated financial institutions, such as
banks or insurance companies, which are utilized to stabilize the net asset
value of the Fund, there is no assurance that the Fund will be able to maintain
a perfectly stable net asset value.
<PAGE> 64
2 ING FUNDS TRUST
- --------------------------------------------------------------------------------

BOND FUNDS

ING INTERMEDIATE BOND FUND

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

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

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

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

- First, the Sub-Adviser examines the sensitivity to interest rate
movements of the portfolio and of the specific holdings of the portfolio
to position the Fund in a way that attempts to maximize return while
minimizing volatility.

- Second, the Sub-Adviser reviews yields relative to maturity and risk of
bonds to determine the risk/reward characteristics of bonds of different
maturity classes.

- Third, the Sub-Adviser identifies sectors that offer attractive value
relative to other sectors.

- Fourth, the Sub-Adviser selects securities within identified sectors that
offer attractive value relative to other securities within their sectors.

- Finally, the Sub-Adviser seeks trading opportunities to take advantage of
market inefficiencies to purchase bonds at prices below their calculated
value.

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease.

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

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

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

Default Risk -- An issuer of a security may default on its obligation to
pay principal and/or interest.

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

Extension Risk -- Slower than expected principal payments on a
mortgage-backed or asset-backed security may extend such security's life,
thereby
<PAGE> 65
ING FUNDS TRUST 3
- --------------------------------------------------------------------------------

locking in a below-market interest rate, increasing the security's
duration and reducing the value of the security.

- Risk of High Yield Bonds. High yield bonds carry particular market risks
and may experience greater volatility in market value than investment
grade bonds. Changes in interest rates, the market's perception of the
issuers and the creditworthiness of the issuers may significantly affect
the value of these bonds. Some of these securities may have a structure
that makes their reaction to interest rates and other factors difficult
to predict, causing their value to be highly volatile. Certain high yield
bonds, such as zero coupon, deferred interest and payment-in-kind bonds,
are issued at deep discounts and may experience greater volatility in
market value. The secondary market for high yield bonds may be less
liquid than the markets for higher quality securities and this may have
an adverse effect on the market values of certain securities.

- Derivatives Risk. Derivatives are subject to the risk of changes in the
market price of the underlying security, as well as credit risk with
respect to the counterparty to the derivative instrument. The use of
derivatives may reduce returns.

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

[CLASS A ANNUAL RETURN BAR CHART]
<TABLE>
<CAPTION>
INTERMEDIATE BOND FUND
----------------------
<S> <C>
1999 -0.94%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 9/30/99)....... 1.17%
- ---------------------------------------------------
Worst Quarter (quarter ended 6/30/99)...... -1.85%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
LEHMAN BROS.
AGGREGATE
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- ------------
<S> <C> <C> <C> <C>
1 Year............... -5.67% -6.28% -2.61% -2.15%
- -----------------------------------------------------------------
Since Inception
(12/15/98)........... -5.53 -5.38 -1.74 -2.43
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

(2) The Lehman Bros. Aggregate Index is a widely recognized, unmanaged index
of publicly issued fixed rate U.S. Government, and investment grade
mortgage-backed and corporate debt securities.

ING HIGH YIELD BOND FUND

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

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of high yield (high risk) bonds. High yield bonds are debt
securities that are not rated by a nationally recognized statistical rating
organization or are rated below investment grade (for example, rated below BBB
by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or have
an equivalent rating by a nationally recognized statistical rating organization.
The Fund defines high yield bonds to include bank loans, payment-in-kind
securities, fixed, variable, floating rate and deferred interest debt
obligations, zero coupon bonds, mortgage-backed and asset-backed debt
obligations, structured debt obligations and convertible bonds, provided they
are unrated or rated below investment grade. In evaluating the quality of a
particular high yield bond for investment by the Fund, the Sub-Adviser does not
rely exclusively on ratings assigned by the nationally recognized statistical
rating organizations. The Sub-Adviser will utilize a security's credit rating as
simply one indication of an issuer's creditworthiness and will principally rely
upon its own analysis of any security. However, the Sub-Adviser does not have
restrictions on the rating level of the securities in the Fund's portfolio and
may purchase and hold securities in default. There are no restrictions on the
average maturity of the Fund or the maturity of any single investment.
Maturities may very widely depending on the Sub-Adviser's assessment of interest
rate trends and other economic or market factors.

Any remaining assets may be invested in investment grade debt securities;
common and preferred stocks; U.S.
<PAGE> 66
4 ING FUNDS TRUST
- --------------------------------------------------------------------------------

Government securities and money market instruments that the Sub-Adviser believes
are appropriate in light of the Fund's investment objectives; and debt
securities of foreign issuers. The Fund may purchase structured debt obligations
and may engage in dollar roll transactions and swap agreements. The Fund may
also use options and futures contracts involving securities, securities indices
and interest rates.

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

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

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease.

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

Default Risk -- An issuer of a security may default on its obligation to
pay principal and/or interest.

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

- Risk of High Yield Bonds. High yield bonds carry particular market risks
and may experience greater volatility in market value than investment
grade bonds. Changes in interest rates, the market's perception of the
issuers and the creditworthiness of the issuers may significantly affect
the value of these bonds. Some of these securities may have a structure
that makes their reaction to interest rates and other factors difficult
to predict, causing their value to be highly volatile. Certain high yield
bonds, such as zero coupon, deferred interest and payment-in-kind bonds,
may be issued at deep discounts and may experience greater volatility in
market value. The secondary market for high yield bonds may be less
liquid than the markets for higher quality securities and this may have
an adverse effect on the market values of certain securities.

ANNUAL TOTAL RETURNS

[CLASS A ANNUAL RETURN BAR CHART]
<TABLE>
<CAPTION>
HIGH YIELD BOND FUND
--------------------
<S> <C>
1999 9.14%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 12/31/99)....... 3.89%
- ---------------------------------------------------
Worst Quarter (quarter ended 9/30/99)....... 0.71%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
LEHMAN BROS.
HIGH YIELD
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- ------------
<S> <C> <C> <C> <C>
1 Year............... 3.96% 3.22% 7.33% 2.39%
- -----------------------------------------------------------------
Since Inception
(12/15/98)........... 4.22 4.47 8.39 2.59
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

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

ING INTERNATIONAL BOND FUND

Investment Objective. The Fund seeks to provide investors with high total
return.

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

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

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

- obligations of supranational entities;

- repurchase agreements involving the foregoing securities;

- loan participations;

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

- swap agreements.

Any remaining assets of the Fund may be invested in securities denominated
in U.S. dollars or foreign currencies which are rated below investment grade
(for example, rated below BBB by Standard & Poor's Rating Group or Baa by
Moody's Investor Services) or have an equivalent rating by a nationally
recognized statistical rating organization, or of comparable quality if unrated;
U.S. Government securities; obligations of commercial banks, savings and loan
institutions, and U.S. and foreign branches of foreign banks that have total
assets of $500 million or more as shown on the last published financial
statements at the time of investment; mortgage-backed and asset-backed
securities rated within the three highest rating categories by a nationally
recognized statistical rating organization; receipts; and guaranteed investment
contracts. The Fund may also use options and futures contracts involving
securities, securities indices, interest rates and foreign currencies.

In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four step investment process that seeks to identify bond market
sectors expected to
<PAGE> 68
6 ING FUNDS TRUST
- --------------------------------------------------------------------------------

provide high and sustainable real rates of return. The four steps are:

- First, the Sub-Adviser performs a comprehensive analysis of the relative
value of bond issuances between countries and of currencies to determine
the degree of representation of such countries and currencies in the
Fund's portfolio;

- Second, country allocations, as well as currency and maturity weightings,
are reviewed by an independent committee within the Sub-Adviser;

- Third, the Sub-Adviser selects investments within the selected countries
and currencies based on comprehensive fundamental analysis; and

- Finally, in-house traders use specially developed computer programs to
efficiently purchase the targeted securities and currencies.

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease.

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

Default Risk -- An issuer of a security may default on its obligation to
pay principal and/or interest.

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

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. The Fund's past performance is not an
indication of its future performance.

ANNUAL TOTAL RETURNS

[CLASS A ANNUAL RETURN BAR CHART]
<TABLE>
<CAPTION>
INTERNATIONAL BOND FUND
-----------------------
<S> <C>
1999 -12.41%
</TABLE>

BEST/WORST QUARTERS

During the period shown in the bar chart, the best and worst quarterly
performance were as follows:

<TABLE>
<S> <C>
Best Quarter (quarter ended 9/30/99)....... 1.25%
- ---------------------------------------------------
Worst Quarter (quarter ended 3/31/99)...... -6.04%
</TABLE>

PERFORMANCE TABLE

The following performance table compares the Fund's performance to that of
a broad-based securities market index.

AVERAGE ANNUAL RETURNS(1)
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
SALOMON
BROS.
WORLD GOV'T
BOND
CLASS A CLASS B CLASS C INDEX(2)
------- ------- ------- ------------
<S> <C> <C> <C> <C>
1 Year............... -16.59% -17.27% -13.75% -5.07%
- -----------------------------------------------------------------
Since Inception
(12/15/98)........... -16.16 -16.03 -12.64 -5.21
</TABLE>

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

(1) Total returns reflect the deduction of the applicable initial sales load
or contingent deferred sales load.

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

ING MORTGAGE INCOME FUND

Investment Objective. The Fund seeks to provide investors with long-term
income consistent with the preservation of capital.

Principal Investment Strategies. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in mortgage-backed securities. Mortgage-backed securities are securities that
directly or indirectly represent a participation in, or are secured by and
payable from, mortgage loans secured by real property. There are currently three
basic types of mortgage-backed securities: (i) those issued or guaranteed by the
U.S. Government or one of its agencies or instrumentalities, such as Government
National Mortgage Association ("GNMA"), Federal National Mortgage Association
("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC"); (ii) those issued
by private issuers that represent an interest in or are collateralized by
mortgage-backed securities issued or guaranteed by the U.S. Government or one of
its agencies or instrumentalities; and (iii) those issued by private issuers
that represent an interest in or are collateralized by whole mortgage loans or
mortgage-backed securities without a government guarantee but usually having
some form of private credit enhancement. The Fund may invest in adjustable rate
and fixed rate mortgage securities. The Fund's investments will be rated, at the
time of investment, "A" or better by a nationally recognized statistical rating
organization, or of comparable quality if unrated.

Any remaining assets of the Fund may be invested in other types of fixed
income securities, including, but not limited to, U.S. Government securities,
corporate bonds, notes and debentures, asset-backed securities and money market
instruments that the Sub-Adviser believes are appropriate in light of the Fund's
investment objective. The Fund may also use options and futures contracts
involving securities, securities indices and interest rates.

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

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease.
<PAGE> 70
8 ING FUNDS TRUST
- --------------------------------------------------------------------------------

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

Default Risk -- An issuer of a security may default on its obligation to
pay principal and/or interest.

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

- Derivative Risk. Derivatives are subject to the risk of changes in the
market price of the underlying security, as well as credit risk with
respect to the counterparty to the derivative instrument. The use of
derivatives may reduce returns.

ING NATIONAL TAX-EXEMPT BOND FUND

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

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

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

The Fund may invest in variable and floating rate obligations, may purchase
securities on a "when-issued" basis, and reserves the right to engage in
transactions involving standby commitments. The Fund may also purchase other
types of tax-exempt instruments as long as they are of a quality equivalent to
the long-term bond or commercial paper ratings stated above. The Fund will not
invest more than 15% of its net assets in illiquid securities. The Fund may
engage in swap agreements.

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

In choosing instruments for the Fund, the Sub-Adviser identifies interest
rate trends and then sets a target duration
<PAGE> 71
ING FUNDS TRUST 9
- --------------------------------------------------------------------------------

and creates the portfolio around such target. The Sub-Adviser analyzes sectors
of the municipal bond market to determine the appropriate weighting of such
sectors. Individual issues that meet duration and sector criteria are selected
on the basis of yield, quality and marketability.

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

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease.

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

Default Risk -- An issuer of a security may default on its obligation to
pay principal and/or interest.

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

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

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

ING STABLE VALUE FUND

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

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

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

The Fund will also enter into wrapper agreements with highly rated
financial institutions, such as banks or insurance companies ("Wrap Providers"),
which are utilized to stabilize the net asset value of the Fund (the "Wrapper
Agreements"). As a result of the Wrapper Agreements, the Fund's net asset value
should be substantially more stable than short to intermediate-term bond funds,
though not fixed at $1.00 per share as is the case with money market funds. The
reason for this is that the Wrapper Agreements require the Wrap Provider to make
payments to the Fund which protect the Fund against declines in the value of its
<PAGE> 72
10 ING FUNDS TRUST
- --------------------------------------------------------------------------------

securities, whether such declines arise from interest rate changes, certain
credit events affecting the securities issuers or, if applicable, credit
enhancers of such securities or otherwise. In addition, by investing in a
portfolio of securities with a longer duration, the Fund intends to achieve
returns higher than that of money market funds over a similar period of time.

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

Principal Risks. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. There
is no guarantee that the Fund will maintain a stable value. The Fund may be
affected by the following risks, among others:

- Price Volatility. The value of the Fund will decrease if the value of
the Fund's underlying investments decrease.

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

Default Risk -- An issuer of a security may default on its obligation to
pay principal and/or interest.

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

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

Performance Summary. Performance information is only shown for those Funds
which have had a full calendar year of operations. Since the ING Stable Value
Fund has not yet commenced operations, there is no performance information
included in this Prospectus.
<PAGE> 73
ING FUNDS TRUST 11
- --------------------------------------------------------------------------------

FEES AND EXPENSES

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

<TABLE>
<CAPTION>
ING INTERMEDIATE BOND FUND ING HIGH YIELD BOND FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases (as a percentage
of offering price).................................... 4.75% NONE NONE 4.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price)......................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage
of the lesser of the net asset value at the time of
redemption or at the time of purchase)................ NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee.......................................... NONE NONE NONE NONE NONE NONE
Exchange Fee............................................ NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees......................................... 0.50% 0.50% 0.50% 0.65% 0.65% 0.65%
Distribution (12b-1) Fees............................... 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees.............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses.......................................... 0.87% 0.89% 0.94% 0.92% 0.99% 1.01%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES........................... 2.12% 2.39% 2.44% 2.32% 2.64% 2.66%
Fee Waiver and/or Reimbursements by Investment
Manager(2)............................................ 1.13% 0.65% 0.70% 1.28% 0.85% 0.87%
---- ---- ---- ---- ---- ----
NET EXPENSES............................................ 0.99% 1.74% 1.74% 1.04% 1.79% 1.79%
==== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<CAPTION>
ING STABLE VALUE FUND
----------------------
CLASS A CLASS B
-------- --------
<S> <C> <C>
SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price)........................................... NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price)............................. NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage of
the lesser of the net asset value at the time of
redemption or at the time of purchase).................... NONE NONE
Redemption Fee.............................................. 2.00%(1) 2.00%(1)
Exchange Fee................................................ NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fees............................................. 0.40% 0.40%
Distribution (12b-1) Fees................................... 0.50% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses(2)........................................... 0.73% 0.73%
---- ----
TOTAL FUND OPERATING EXPENSES............................... 1.88% 2.13%
Fee Waiver and/or Reimbursements by Investment Manager(3)... 0.95% 0.45%
---- ----
NET EXPENSES................................................ 0.93% 1.68%
==== ====
</TABLE>

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

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

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

(3) The Investment Manager has entered into expense limitation contracts with
the Fund, under which it will limit expenses of the Fund, excluding
interest, taxes, brokerage and extraordinary expenses through October 31,
2000. The expense limit for the Fund is shown as "Net Expenses". Fee waiver
and/or reimbursements by the Investment Manager may vary in order to achieve
such contractually obligated "Net Expenses".
<PAGE> 74
12 ING FUNDS TRUST
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ING INTERNATIONAL BOND FUND
-----------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price)........................................... 4.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price)............................. NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage of
the lesser of the net asset value at the time of
redemption or at the time of purchase).................... NONE(1) 5.00% 1.00%
Redemption Fee.............................................. NONE NONE NONE
Exchange Fee................................................ NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fees............................................. 1.00% 1.00% 1.00%
Distribution (12b-1) Fees................................... 0.50% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses.............................................. 1.03% 1.01% 1.02%
---- ---- ----
TOTAL FUND OPERATING EXPENSES............................... 2.78% 3.01% 3.02%
Fee Waiver and/or Reimbursements by Investment Manager(2)... 1.27% 0.85% 0.86%
---- ---- ----
NET EXPENSES................................................ 1.51% 2.16% 2.16%
==== ==== ====
</TABLE>

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

(2) The Investment Manager has entered into expense limitation contracts with
the Fund, under which it will limit expenses of the Fund, excluding
interest, taxes, brokerage and extraordinary expenses through October 31,
2000. The expense limit for the Fund is shown as "Net Expenses". Fee waiver
and/or reimbursements by the Investment Manager may vary in order to achieve
such contractually obligated "Net Expenses".

<TABLE>
<CAPTION>
ING NATIONAL TAX-EXEMPT
ING MORTGAGE INCOME FUND BOND FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your
investment) Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)................... 4.75% NONE NONE 4.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price)......................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage
of the lesser of the net asset value at the time of
redemption or at the time of purchase)................ NONE(1) 5.00% 1.00% NONE(1) 5.00% 1.00%
Redemption Fee.......................................... NONE NONE NONE NONE NONE NONE
Exchange Fee............................................ NONE NONE NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees......................................... 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%
Distribution (12b-1) Fees............................... 0.50% 0.75% 0.75% 0.50% 0.75% 0.75%
Shareholder Servicing Fees.............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses(2)....................................... 0.73% 0.73% 0.73% 0.73% 0.73% 0.73%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES........................... 1.98% 2.23% 2.23% 1.98% 2.23% 2.23%
Fee Waiver and/or Reimbursements by Investment
Manager(3)............................................ 1.02% 0.52% 0.52% 1.02% 0.52% 0.52%
---- ---- ---- ---- ---- ----
NET EXPENSES............................................ 0.96% 1.71% 1.71% 0.96% 1.71% 1.71%
==== ==== ==== ==== ==== ====
</TABLE>

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

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

(3) The Investment Manager has entered into expense limitation contracts with
each of the Funds, under which it will limit expenses of each Fund,
excluding interest, taxes, brokerage and extraordinary expenses through
October 31, 2000. The expense limit for each such Fund is shown as "Net
Expenses". Fee waiver and/or reimbursements by the Investment Manager may
vary in order to achieve such contractually obligated "Net Expenses".
<PAGE> 75
ING FUNDS TRUST 13
- --------------------------------------------------------------------------------

EXAMPLES

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

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

- your investment has a 5% return each year;

- the Fund's operating expenses remain the same, except for the expiration
of the contractual expense limitations on October 31, 2000;

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

- with regard to the ING Stable Value Fund, the shares redeemed are not
subject to the redemption fee.

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
BOND FUNDS
ING Intermediate Bond Fund
Class A Shares........................ $572 $1,008 $1,470 $2,743
Class B Shares........................ $678 $1,091 $1,429 $2,632
Class C Shares........................ $278 $ 701 $1,250 $2,748
ING High Yield Bond Fund
Class A Shares........................ $577 $1,054 $1,556 $2,932
Class B Shares........................ $683 $1,148 $1,539 $2,860
Class C Shares........................ $283 $ 752 $1,348 $2,958
ING International Bond Fund
Class A Shares........................ $622 $1,190 $1,782 $3,378
Class B Shares........................ $721 $1,262 $1,727 $3,249
Class C Shares........................ $321 $ 864 $1,531 $3,313
ING Mortgage Income Fund
Class A Shares........................ $569 $ 997
Class B Shares........................ $675 $1,054
Class C Shares........................ $275 $ 654
ING National Tax-Exempt Bond Fund
Class A Shares........................ $569 $ 977
Class B Shares........................ $675 $1,054
Class C Shares........................ $275 $ 654
ING Stable Value Fund
Class A Shares........................ $ 95 $ 502
Class B Shares........................ $172 $ 630
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
BOND FUNDS
ING Intermediate Bond Fund
Class A Shares........................ $572 $1,008 $1,470 $2,743
Class B Shares........................ $178 $ 691 $1,229 $2,632
Class C Shares........................ $178 $ 701 $1,250 $2,748
ING High Yield Bond Fund
Class A Shares........................ $577 $1,054 $1,556 $2,932
Class B Shares........................ $183 $ 748 $1,339 $2,860
Class C Shares........................ $183 $ 752 $1,348 $2,958
ING International Bond Fund
Class A Shares........................ $622 $1,190 $1,782 $3,378
Class B Shares........................ $221 $ 862 $1,527 $3,249
Class C Shares........................ $221 $ 864 $1,531 $3,313
</TABLE>
<PAGE> 76
14 ING FUNDS TRUST
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C> <C> <C>
ING Mortgage Income Fund
Class A Shares........................ $569 $ 977
Class B Shares........................ $175 $ 654
Class C Shares........................ $175 $ 654
ING National Tax-Exempt Bond Fund
Class A Shares........................ $569 $ 977
Class B Shares........................ $175 $ 654
Class C Shares........................ $175 $ 654
ING Stable Value Fund
Class A Shares........................ $ 95 $ 502
Class B Shares........................ $172 $ 630
</TABLE>

MANAGEMENT OF THE FUNDS

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

<TABLE>
<CAPTION>
FUND ADVISORY FEE
- ---- ------------
<S> <C>
ING Intermediate Bond Fund.............. 0.50%
ING High Yield Bond Fund................ 0.65%
ING International Bond Fund............. 1.00%
ING Mortgage Income Fund................ 0.50%
ING National Tax-Exempt Bond Fund....... 0.50%
ING Stable Value Fund................... 0.40%
</TABLE>

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

<TABLE>
<CAPTION>
FUND SUB-ADVISER
- ---- -----------
<S> <C>
ING Intermediate Bond
Fund.................... ING Investment Management LLC
ING High Yield Bond
Fund.................... ING Investment Management LLC
ING International Bond
Fund.................... Baring Asset Management,
Inc./ Baring International
Investment Limited/Baring
Asset Management (Asia)
Limited
ING Mortgage Income
Fund.................... ING Investment Management LLC
ING National Tax-Exempt
Bond Fund............... Furman Selz Capital
Management LLC
</TABLE>

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

ING Investment Management LLC. ING Investment Management LLC ("IIM")
serves as sub-adviser to the ING Intermediate Bond Fund, the ING High Yield Bond
Fund and the ING Mortgage Income Fund. IIM is located at 5780 Powers Ferry Road,
N.W., Suite 300, Atlanta, GA 30327. IIM is engaged in the business of providing
investment advice to portfolios which, as of December 31, 1999, were valued at
$28.6 billion. IIM also advises other registered investment companies.

Furman Selz Capital Management LLC. Furman Selz Capital Management LLC
("FSCM") serves as sub-adviser to the ING National Tax-Exempt Bond Fund. FSCM is
located at 230 Park Avenue, New York, NY 10169. FSCM is engaged in the business
of providing investment advice to institutional and individual client accounts
which, as of December 31, 1999, were valued at approximately $10.03 billion.

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

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

ING High Yield Bond Fund. Mr. Robert Bowman, with more than 20 years of
investment experience, leads a team of five investment professionals in
managing the Fund. Mr. Bowman has been a Senior Vice President and Managing
Director at IIM since 1998.

ING International Bond Fund. Mr. Paul Thursby, with 20 years of investment
experience, leads a team of 15 investment professionals in managing the
Fund. The team has an average of 16 years of investment experience. Mr.
Thursby has been an investment professional with BIIL since 1991.

ING Mortgage Income Fund. Mr. Jeffrey Seel, with more than 20 years of
investment experience, leads a team of investment professionals in managing
the Fund. Mr. Seel has been an investment professional with IIM since 1994.

ING National Tax-Exempt Bond Fund. Mr. Robert Schonbrunn and Mr. Alan
Segars have primary responsibility for managing the Fund. Mr. Schonbrunn
has been an investment professional with FSCM since 1985 and has 32 years
of investment experience. Mr. Segars has been an investment professional
with FSCM since 1993 and has 30 years of investment experience.

ING Stable Value Fund. Mr. Ralph G. Norton has primary responsibility for
the Fund. Mr. Norton has been employed by the Investment Manager since
March 1999. Prior to joining the Investment Manager, Mr. Norton was
employed by Standard & Poor's. Mr. Norton has over 18 years investment
experience.

PRICING ALTERNATIVES

The Funds, except the ING National Tax-Exempt Bond Fund and ING Stable
Value Fund, offer a choice of five share classes, each with its own sales load
and expense structure, allowing you to invest in the way that best suits your
needs. The ING Stable Value Fund offers only Class A and Class B shares. The ING
National Tax-Exempt Bond Fund offers only Class A, Class B and Class C shares.
Class A, Class B and Class C shares are offered in this Prospectus. Class X and
Class I shares are offered under separate prospectuses. The Class X shares has
different sales charges and other expenses, which may affect performance, 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). The Class I
shares are sold without an initial sales charge and also are not subject to any
Rule 12b-1 fees, shareholder servicing fees or account servicing fees. The Class
I shares may be purchased only by (i) retirement plans affiliated with ING
Group, and (ii) ING Group and its affiliates for purposes of corporate cash
management. Each share class represents an ownership interest in the same
investment portfolio. When you choose your class of shares you should consider
the size of your investment and how long you plan to hold your shares.

The Funds' shares are distributed by ING Funds Distributor, Inc. (the
"Distributor"), an affiliate of the Investment Manager. The Funds' shares may be
sold by retail broker-dealers that are under common control with the Funds. As
of the date of this Prospectus, such broker-dealers are Compulife Investor
Services, Inc., IFG Network Securities, Inc., Locust Street Securities, Inc.,
Multi-Financial Securities Corporation, VESTAX Securities Corporation, ING
Barings Furman Selz LLC and ING Barings LLC.
<PAGE> 78
16 ING FUNDS TRUST
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Availability Available directly from Available directly from Available directly from
the Funds or through the Funds or through the Funds or through
authorized securities authorized securities authorized securities
dealers or investment dealers or investment dealers or investment
advisors. advisors. advisors.
- --------------------------------------------------------------------------------------------------------
Initial Sales Load? Yes. Payable at time of No. Entire purchase No. Entire purchase
purchase. Lower sales price is invested in price is invested in
charges are available shares of the Fund. shares of the Fund.
for larger investments.
No sales load is
applied to the ING
Stable Value Fund.
- --------------------------------------------------------------------------------------------------------
Deferred Sales Load? No. (except for the ING Yes. Payable if you Yes. Payable if you
Stable Value Fund, may redeem within six years redeem within one year
be charged for of purchase (except for of purchase.
purchases over $1 the ING Stable Value
million that are Fund).
redeemed within one
year.)
- --------------------------------------------------------------------------------------------------------
Redemption Fee? No, except under No, except under No.
certain circumstances certain circumstances
for the ING Stable for the ING Stable
Value Fund (see "How to Value Fund (see "How to
Redeem Shares.") Redeem Shares.")
- --------------------------------------------------------------------------------------------------------
Account Maintenance and 0.25% Shareholder 0.25% Shareholder 0.25% Shareholder
Distribution Fees? Servicing Fee; 0.50% Servicing Fee; 0.75% Servicing Fee; 0.75%
Distribution Fee under Distribution Fee under Distribution Fee under
a Rule 12b-1 Plan. a Rule 12b-1 Plan. a Rule 12b-1 Plan.
- --------------------------------------------------------------------------------------------------------
Conversion to Class A Not Applicable. Yes, automatically No.
Shares? after eight years
(except for the ING
Stable Value Fund).
- --------------------------------------------------------------------------------------------------------
</TABLE>

CLASS A SHARES - INITIAL SALES LOAD ALTERNATIVE

If you select Class A shares (except the ING Stable Value Fund), you will
pay a sales load at the time of purchase according to the following schedules:

BOND FUNDS
(EXCEPT THE ING STABLE VALUE FUND)

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

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

* If you invest $1,000,000 or more in Class A shares, the Distributor normally
pays the dealer compensation of 0.5% of the purchase price of the shares to
the dealer from its own resources at the time of the investment. Although
you will not pay an initial sales load, if you redeem your shares within one
year after purchase, you may be charged a deferred sales load of 0.5% of the
lesser of the original cost of the shares being redeemed or your redemption
investment proceeds. This footnote does not apply to the ING Stable Value
Fund.

The deferred sales load relating to Class A shares will be reduced or
waived in the same circumstances as described for Class B shares below.

No initial sales load is applied to Class A shares of the ING Stable Value
Fund, or to Class A shares of any Fund that you purchase through the
reinvestment of dividends or distributions.

A reduced or waived sales load on a purchase of Class A shares may apply
for purchases under a "Right of Accumulation" or "Letter of Intent". The Right
of Accumulation permits you to pay the sales load that would apply to the cost
or value (whichever is higher) of all shares you own in the ING Funds at the
time of your current purchase. A Letter of Intent permits you to pay the sales
load that would be applicable if you add up all shares of the ING Funds that you
agree to buy within a 13-month period. Of the Letter of Intent amount, 5% will
be held in escrow to
<PAGE> 79
ING FUNDS TRUST 17
- --------------------------------------------------------------------------------

cover additional sales charges which may be due if your total investments over
the 13 month period are not sufficient to qualify for a sales charge reduction.
Certain restrictions apply. In order for the sales charge reductions to be
effective under either of these programs, the Transfer Agent must be notified of
the reduction request when the purchase order is placed. Additional information
concerning these programs can be obtained from the Funds by calling
1-877-INFO-ING.