ING FUNDS TRUST, 485BPOS, 2000-11-06

ING FUNDS TRUST
485BPOS, 2000-11-06

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<PAGE> 1
As filed with the Securities and Exchange Commission on November 6, 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. 6 [X]

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 7 [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):

[X] Immediately upon filing pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] On (date) pursuant to paragraph (b)

[ ] On (date) pursuant to paragraph (a)(1)

[ ] On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

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

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FUNDS AT A GLANCE........................................... 1
STOCK FUNDS................................................. 3
ING Large Cap Growth Fund................................. 3
ING Growth & Income Fund.................................. 4
ING Mid Cap Growth Fund................................... 5
ING Small Cap Growth Fund................................. 6
ING Global Brand Names Fund............................... 7
ING International Equity Fund............................. 9
ING European Equity Fund.................................. 10
ING Tax Efficient Equity Fund............................. 11
ING Focus Fund............................................ 13
ING Global Information Technology Fund.................... 14
ING Global Communications Fund............................ 16
ING Internet Fund......................................... 17
ING Emerging Markets Equity Fund.......................... 18
FEES AND EXPENSES........................................... 20
MANAGEMENT OF THE FUNDS..................................... 27
PRICING ALTERNATIVES........................................ 29
HOW TO PURCHASE SHARES...................................... 33
HOW TO REDEEM SHARES........................................ 34
EXCHANGE PRIVILEGE.......................................... 36
PRICING OF SHARES........................................... 37
DIVIDENDS AND DISTRIBUTIONS................................. 37
TAXES....................................................... 38
MORE INFORMATION ABOUT STRATEGIES AND RISKS................. 39
FINANCIAL HIGHLIGHTS........................................ 42
</TABLE>

<PAGE> 3
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> 4
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 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.

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.
<PAGE> 5
ING FUNDS TRUST 3
--------------------------------------------------------------------------------

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. This information provides some
indication of the risks of investing in the Fund by showing changes in the
Fund's performance year to year and by showing how the Fund's average annual
returns compare with those of a broad measure of market 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>
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> 6
4 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>
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 fall in response to
fluctuations in interest rates. Generally, when interest rates increase,
the value of income producing securities may decrease.

- 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.

<PAGE> 7
ING FUNDS TRUST 5
--------------------------------------------------------------------------------

ANNUAL TOTAL RETURNS

[Class A Annual Return Graph]

<TABLE>
<CAPTION>
GROWTH & INCOME FUND
--------------------
<S> <C>
1999 15.74
</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)...... 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.

- 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
<PAGE> 8
6 ING FUNDS TRUST
--------------------------------------------------------------------------------

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.

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

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 $959 million and $605 million,
respectively. The largest company in the Index has an approximate market
capitalization of $4 billion, and the smallest company in the Index has an
approximate market capitalization of $178 million. 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.
<PAGE> 9
ING FUNDS TRUST 7
--------------------------------------------------------------------------------

- 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.

- 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.

ANNUAL TOTAL RETURNS

[Class A Annual Return Graph]

<TABLE>
<CAPTION>
SMALL CAP GROWTH FUND
---------------------
<S> <C>
1999 37.8
</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
<PAGE> 10
8 ING FUNDS TRUST
--------------------------------------------------------------------------------

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.

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.

<PAGE> 11
ING FUNDS TRUST 9
--------------------------------------------------------------------------------

ANNUAL TOTAL RETURNS

<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.

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.

- Market Trends. From time to time, the stock market may not favor the
securities in which the Fund invests. For example, the market could favor
stocks
<PAGE> 12
10 ING FUNDS TRUST
--------------------------------------------------------------------------------

in markets to which the Fund is not exposed, or may not favor equities at
all.

- 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

<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;
<PAGE> 13
ING FUNDS TRUST 11
--------------------------------------------------------------------------------

- 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.

- 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.

ANNUAL TOTAL RETURNS

<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
<PAGE> 14
12 ING FUNDS TRUST
--------------------------------------------------------------------------------

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.

- 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).

<PAGE> 15
ING FUNDS TRUST 13
--------------------------------------------------------------------------------

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 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 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.

- 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
<PAGE> 16
14 ING FUNDS TRUST
--------------------------------------------------------------------------------

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
growth-oriented securities in which the Fund invests. Rather, the market
could favor value stocks or may not favor equities at all.

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>

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.
<PAGE> 17
ING FUNDS TRUST 15
--------------------------------------------------------------------------------

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.

- 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.

<PAGE> 18
16 ING FUNDS TRUST
--------------------------------------------------------------------------------

ANNUAL TOTAL RETURNS

[INTERMEDIATE BOND FUND BAR CHART]

<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
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.

- 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
<PAGE> 19
ING FUNDS TRUST 17
--------------------------------------------------------------------------------

- 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 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
<PAGE> 20
18 ING FUNDS TRUST
--------------------------------------------------------------------------------

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 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 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
<PAGE> 21
ING FUNDS TRUST 19
--------------------------------------------------------------------------------

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.

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

- 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.
<PAGE> 22
20 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>
LARGE CAP GROWTH FUND 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%(1) NONE NONE 5.75%(1) 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(2) 5.00%(3) 1.00%(4) NONE(2) 5.00%(3) 1.00%(4)
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.............................. 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 0.73% 0.78% 0.76% 0.75% 0.80% 0.81%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES(5)....................... 1.83% 2.53% 2.51% 1.85% 2.55% 2.56%
===== ==== ==== ==== ==== ====
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

(5) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Large Cap Growth Fund and Growth & Income Fund,
respectively, is 1.29% and 1.32% for Class A shares, 1.94% and 1.97% for
Class B shares and 1.94% and 1.97% for Class C shares. Fee waiver and/or
reimbursements by the Investment Manager may vary in order to achieve such
contractually obligated expense limits.

<TABLE>
<CAPTION>
MID CAP GROWTH FUND 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%(1) NONE NONE 5.75%(1) 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(2) 5.00%(3) 1.00%(4) NONE(2) 5.00%(3) 1.00%(4)
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.............................. 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 0.87% 0.76% 0.76% 0.87% 0.92% 0.96%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES(5)....................... 2.22% 2.76% 2.76% 2.22% 2.92% 2.96%
===== ==== ==== ==== ==== ====
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

(5) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Mid Cap Growth Fund and Small Cap Growth Fund,
respectively, is 1.50% and 1.43% for Class A shares, 2.15% and 2.08% for
Class B shares and 2.15% and 2.08% for Class C shares. Fee waiver and/or
reimbursements by the Investment Manager may vary in order to achieve such
contractually obligated expense limits.

<PAGE> 23
ING FUNDS TRUST 21
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
GLOBAL BRAND NAMES FUND 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%(1) NONE NONE 5.75%(1) 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(2) 5.00%(3) 1.00%(4) NONE(2) 5.00%(3) 1.00%(4)
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.............................. 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 0.77% 0.77% 0.77% 0.96% 0.97% 1.06%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES(5)....................... 2.12% 2.77% 2.77% 2.56% 3.22% 3.31%
===== ==== ==== ==== ==== ====
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

(5) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Global Brand Names Fund and International Equity Fund,
respectively, is 1.53% and 1.59% for Class A shares, 2.18% and 2.24% for
Class B shares and 2.18% and 2.24% for Class C shares. Fee waiver and/or
reimbursements by the Investment Manager may vary in order to achieve such
contractually obligated expense limits.

<TABLE>
<CAPTION>
EUROPEAN EQUITY FUND 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%(1) NONE NONE 5.75%(1) 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(2) 5.00%(3) 1.00%(4) NONE(2) 5.00%(3) 1.00%(4)
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.............................. 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 1.07% 1.11% 1.10% 0.71% 0.72% 0.70%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES(5)....................... 2.57% 3.26% 3.25% 1.86% 2.52% 2.50%
===== ==== ==== ==== ==== ====
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

(5) 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
from November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the European Equity Fund and Tax Efficient Equity Fund,
respectively, is 1.62% and 1.30% for Class A shares, 2.27% and 1.95% for
Class B shares and 2.27% and 1.95% for Class C shares. Fee waiver and/or
reimbursements by the Investment Manager may vary in order to achieve such
contractually obligated expense limits.

<PAGE> 24
22 ING FUNDS TRUST
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
GLOBAL INFORMATION
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%(1) NONE NONE 5.75%(1) 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(2) 5.00%(3) 1.00%(4) NONE(2) 5.00%(3) 1.00%(4)
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.............................. 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses......................................... 0.72% 0.79% 0.79% 0.73% 0.75% 0.73%
----- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES(5)....................... 2.07% 2.79% 2.79% 2.33% 3.00% 2.98%
===== ==== ==== ==== ==== ====
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

(5) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Focus Fund and Global Information Technology Fund,
respectively, is 1.40% and 1.59% for Class A shares, 2.05% and 2.24% for
Class B shares and 2.05% and 2.24% for Class C shares. Fee waiver and/or
reimbursements by the Investment Manager may vary in order to achieve such
contractually obligated expense limits.

<TABLE>
<CAPTION>
INTERNET 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)........................................... 5.75%(1) 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(2) 5.00%(3) 1.00%(4)
Redemption Fee.............................................. NONE NONE NONE
Exchange Fee................................................ NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fees............................................. 1.25% 1.25% 1.25%
Distribution (12b-1) Fees................................... 0.10% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses.............................................. 0.64% 0.64% 0.64%
----- ---- ----
TOTAL FUND OPERATING EXPENSES(5)............................ 2.24% 2.89% 2.89%
===== ==== ====
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

(5) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Internet Fund is 1.59% for Class A shares, 2.24% for
Class B shares and 2.24% for Class C shares. Fee waiver and/or
reimbursements by the Investment Manager may vary in order to achieve such
contractually obligated expense limits.

<PAGE> 25
ING FUNDS TRUST 23
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
GLOBAL COMMUNICATIONS 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)........................................... 5.75%(1) 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(2) 5.00%(3) 1.00%(4)
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................................... 0.10% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses(5)........................................... 0.76% 0.76% 0.76%
----- ---- ----
TOTAL FUND OPERATING EXPENSES(6)............................ 2.11% 2.76% 2.76%
===== ==== ====
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

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

(6) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Global Communications Fund is 1.53% for Class A shares,
2.18% for Class B shares and 2.18% for Class C shares. Fee waiver and/or
reimbursements by the Investment Manager may vary in order to achieve such
contractually obligated expense limits.

<TABLE>
<CAPTION>
EMERGING MARKETS
EQUITY 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)........................................ 5.75%(1) 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(2) 5.00%(3) 1.00%(4)
Redemption Fee.............................................. NONE NONE NONE
Exchange Fee................................................ NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fees............................................. 1.25% 1.25% 1.25%
Distribution (12b-1) Fees................................... 0.10% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses(5)........................................... 1.02% 1.02% 1.02%
----- ---- ----
TOTAL FUND OPERATING EXPENSES(6)............................ 2.62% 3.27% 3.27%
===== ==== ====
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

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

(6) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Emerging Markets Equity Fund is 1.70% for Class A
shares, 2.35% for Class B shares and 2.35% for Class C shares. Fee waiver
and/or reimbursements by the Investment Manager may vary in order to
achieve such contractually obligated expense limits.

<PAGE> 26
24 ING FUNDS TRUST
--------------------------------------------------------------------------------

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; 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....................... $750 $1,117 $1,508 $2,599
Class B Shares....................... $756 $1,088 $1,545 $2,694
Class C Shares....................... $354 $ 782 $1,336 $2,846

ING Growth & Income Fund
Class A Shares....................... $752 $1,123 $1,518 $2,619
Class B Shares....................... $758 $1,094 $1,555 $2,714
Class C Shares....................... $359 $ 796 $1,360 $2,895

ING Mid Cap Growth Fund
Class A Shares....................... $787 $1,229 $1,696 $2,982
Class B Shares....................... $779 $1,156 $1,659 $2,961
Class C Shares....................... $379 $ 856 $1,459 $3,090

ING Small Cap Growth Fund
Class A Shares....................... $787 $1,229 $1,696 $2,982
Class B Shares....................... $795 $1,204 $1,738 $3,078
Class C Shares....................... $399 $ 915 $1,557 $3,280

ING Global Brand Names Fund
Class A Shares....................... $778 $1,201 $1,649 $2,886
Class B Shares....................... $780 $1,159 $1,664 $2,944
Class C Shares....................... $380 $ 859 $1,464 $3,099

ING International Equity Fund
Class A Shares....................... $819 $1,326 $1,857 $3,304
Class B Shares....................... $825 $1,292 $1,883 $3,371
Class C Shares....................... $434 $1,018 $1,726 $3,604

ING European Equity Fund
Class A Shares....................... $820 $1,329 $1,862 $3,313
Class B Shares....................... $829 $1,304 $1,902 $3,401
Class C Shares....................... $428 $1,001 $1,698 $3,549

ING Tax Efficient Equity Fund
Class A Shares....................... $753 $1,126 $1,523 $2,629
Class B Shares....................... $755 $1,085 $1,540 $2,694
Class C Shares....................... $353 $ 779 $1,331 $2,836

ING Focus Fund
Class A Shares....................... $773 $1,186 $1,625 $2,837
Class B Shares....................... $782 $1,165 $1,674 $2,947
Class C Shares....................... $382 $ 865 $1,474 $3,119
</TABLE>

<PAGE> 27
ING FUNDS TRUST 25
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- ---------
<S> <C> <C> <C> <C>
STOCK FUNDS (CONT'D.)
ING Global Information Technology Fund
Class A Shares....................... $798 $1,261 $1,749 $3,088
Class B Shares....................... $803 $1,227 $1,777 $3,161
Class C Shares....................... $401 $ 921 $1,567 $3,299

ING Internet Fund
Class A Shares....................... $789 $1,235 $1,706 $3,002
Class B Shares....................... $792 $1,195 $1,723 $3,061
Class C Shares....................... $392 $ 895 $1,523 $3,214

ING Global Communications Fund
Class A Shares....................... $777 $1,198
Class B Shares....................... $779 $1,156
Class C Shares....................... $379 $ 856

ING Emerging Markets Equity Fund
Class A Shares....................... $825 $1,343
Class B Shares....................... $830 $1,307
Class C Shares....................... $430 $1,007
</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........................ $750 $1,117 $1,508 $2,599
Class B Shares........................ $256 $ 788 $1,345 $2,694
Class C Shares........................ $254 $ 782 $1,336 $2,846

ING Growth & Income Fund
Class A Shares........................ $752 $1,123 $1,518 $2,619
Class B Shares........................ $258 $ 794 $1,355 $2,714
Class C Shares........................ $259 $ 796 $1,360 $2,895

ING Mid Cap Growth Fund
Class A Shares........................ $787 $1,229 $1,696 $2,982
Class B Shares........................ $279 $ 856 $1,459 $2,961
Class C Shares........................ $279 $ 856 $1,459 $3,090

ING Small Cap Growth Fund
Class A Shares........................ $787 $1,229 $1,696 $2,982
Class B Shares........................ $295 $ 904 $1,538 $3,078
Class C Shares........................ $299 $ 915 $1,557 $3,280

ING Global Brand Names Fund
Class A Shares........................ $778 $1,201 $1,649 $2,886
Class B Shares........................ $280 $ 859 $1,464 $2,944
Class C Shares........................ $280 $ 859 $1,464 $3,099

ING International Equity Fund
Class A Shares........................ $819 $1,326 $1,857 $3,304
Class B Shares........................ $325 $ 992 $1,683 $3,371
Class C Shares........................ $334 $1,018 $1,726 $3,604

ING European Equity Fund
Class A Shares........................ $820 $1,329 $1,862 $3,313
Class B Shares........................ $329 $1,004 $1,702 $3,401
Class C Shares........................ $328 $1,001 $1,698 $3,549
</TABLE>

<PAGE> 28
26 ING FUNDS TRUST
--------------------------------------------------------------------------------

<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........................ $753 $1,126 $1,523 $2,629
Class B Shares........................ $255 $ 785 $1,340 $2,694
Class C Shares........................ $253 $ 779 $1,331 $2,836

ING Focus Fund
Class A Shares........................ $773 $1,186 $1,625 $2,837
Class B Shares........................ $282 $ 865 $1,474 $2,947
Class C Shares........................ $282 $ 865 $1,474 $3,119

ING Global Information Technology Fund
Class A Shares........................ $798 $1,261 $1,749 $3,088
Class B Shares........................ $303 $ 927 $1,577 $3,161
Class C Shares........................ $301 $ 921 $1,567 $3,299

ING Internet Fund
Class A Shares........................ $789 $1,235 $1,706 $3,002
Class B Shares........................ $292 $ 895 $1,523 $3,061
Class C Shares........................ $292 $ 895 $1,523 $3,214

ING Global Communications Fund
Class A Shares........................ $777 $1,198
Class B Shares........................ $279 $ 856
Class C Shares........................ $279 $ 856

ING Emerging Markets Equity Fund
Class A Shares........................ $825 $1,343
Class B Shares........................ $330 $1,007
Class C Shares........................ $330 $1,007
</TABLE>
<PAGE> 29
ING FUNDS TRUST 27
--------------------------------------------------------------------------------

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 October
31, 2000, the Investment Manager managed over $1.50 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. As of October 31, 2000, the
Investment Manager advises or manages 19 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 Focus Fund.......................... 1.00%
ING Global Information Technology
Fund.................................. 1.25%
ING Global Communications Fund.......... 1.00%
ING Internet Fund....................... 1.25%
ING Emerging Markets Equity Fund........ 1.25%
</TABLE>

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

<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
</TABLE>

<TABLE>
<CAPTION>
FUND SUB-ADVISER
---- -----------
<S> <C>
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 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 Emerging Markets Equity
Fund....................... Baring Asset Management,
Inc./ Baring International
Investment Limited/Baring
Asset Management (Asia)
Limited
</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
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 October 31, 2000, the BAM Group
managed approximately $49.5 billion of assets.

<PAGE> 30
28 ING FUNDS TRUST
--------------------------------------------------------------------------------

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 September 30,
2000, were valued at $29.67 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, and the ING Global Communications 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 $159.91 billion as of September 30, 2000.

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, and the ING Focus 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 October 31, 2000,
were valued at approximately $5.1 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. 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 October 31, 2000,
were valued at approximately $5.1 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 has primary responsibility for
managing the Fund and co-heads a six-member team of investment
professionals. Mr. Jansen has been employed by IIMA as an investment
professional since 1997 and has 20 years of investment experience.

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

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

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

ING International Equity Fund. Mr. James Williams and Mr. Hayes Miller
have primary responsibility for managing the Fund and co-head a six-member
team of investment professionals. The team utilizes the resources of the
regional equity teams of the co-Sub-Advisers. The average experience of the
team is 23 years. Mr. Williams has been an investment professional with
BIIL and its affiliates since 1975 and has over 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.
<PAGE> 31
ING FUNDS TRUST 29
--------------------------------------------------------------------------------

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 Emerging Markets Equity Fund. Ms. Kate Munday heads a team of 22
investment professionals in managing the Fund in conjunction with the
regional equity teams of the Co-Sub-Advisers. Ms. Munday has been an
investment professional with BIIL since 1993.

PRICING ALTERNATIVES

The Funds offer a choice of four 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 I shares are offered under separate prospectuses. 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 0.10% 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 Pilgrim Securities, 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, ING Barings LLC, Washington Square Securities,
PrimeVest Financial Services, Granite Investment Services, Split Rock Financial,
Inc., BancWest Investment Services, and Financial Northeastern Securities, Inc.

<PAGE> 32
30 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. (However, you Yes. Payable if you Yes. Payable if you
Load? may be charged with redeem within six redeem within one
respect to years of purchase. year of purchase.
purchases over $1
million that are
redeemed within one
or two years.)
------------------------------------------------------------------------------------------
Redemption Fee? No. No. No.
------------------------------------------------------------------------------------------
Maintenance and 0.25% Shareholder 0.25% Shareholder 0.25% Shareholder
Distribution Fees? Servicing Fee; Servicing Fee; Servicing Fee;
0.10% 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........... 4.50% 4.71% 3.75%
$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% 1.75%
$1,000,000 and over
*.................. None None See Below
</TABLE>

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

* If you invest $1,000,000 or more in Class A shares, the Distributor normally
pays compensation ranging from 0.25% to 1.00% 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 or two years after purchase (depending on the amount of the
purchase), you may be charged a deferred sales load as a percentage of the
lesser of the original cost of the shares being redeemed or your redemption
proceeds, as follows:

<TABLE>
<CAPTION>
PERIOD
DURING WHICH
YOUR INVESTMENT CDSL CDSL APPLIES
--------------- ----- ------------
<S> <C> <C>
$1,000,000 but less than
$2,500,000.................... 1.00% 2 years
$2,500,000 but less than
$5,000,000.................... 0.50% 1 year
$5,000,000 and over............. 0.25% 1 year
</TABLE>

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. Persons
who invested $1,000,000 or more in Class A shares prior to November 6, 2000 are
subject to a CDSL of 1.00% for a period of 12 months from the date of purchase.

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
<PAGE> 33
ING FUNDS TRUST 31
--------------------------------------------------------------------------------

apply to the cost or value (whichever is higher) of all shares you own in the
ING Funds and Pilgrim 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 and Pilgrim 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 apply. With regard to the Class A CDSL, all shares held in
the ING Funds and Pilgrim Funds at the time of purchase will be included for
purposes of determining the amount of your investment. In order for the sales
charge reductions to be effective under these programs, the Transfer Agent must
be notified of the reduction request when the purchase order or redemption is
placed. Additional information concerning these programs can be obtained from
the Funds by calling 1-800-992-0180.

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 discretionary advisory accounts of the Investment Manager or
any Sub Adviser.

- Purchases by any ING Fund or Pilgrim Fund and purchases by officers,
directors, trustees and employees of the ING Funds, the Investment
Manager, any Sub-Advisers, the Distributor, any service provider to the
Funds or affiliates thereof, including any trust, pension, profit sharing
or other benefit plan for such persons.

- 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 certain fee-based registered investment advisers, trust
companies and bank trust departments, on their own behalf or on behalf of
their clients, provided that the aggregate amount invested in the ING
Funds and Pilgrim Funds during the 13 month period starting with the
first investment equals at least $1 million.

- Purchases by any charitable organization or any state, county or city, or
any instrumentality, department, authority or agency thereof that has
determined that a Fund is a legally permissible investment and that is
prohibited by applicable investment law from paying a sales charge or
commission in connection with the purchase of shares.

- Purchases paid for with the proceeds of shares redeemed in the prior 90
days from another unaffiliated mutual fund on which an initial sales load
or CDSL was subject to or paid. The ING Fund or Pilgrim Fund into which
the investment is made must, in the sole discretion of the Distributor,
have substantially similar investment objectives and investments.

- Purchases by shareholders who have authorized the automatic transfer of
dividends from the same class of another ING Fund or Pilgrim Fund.

- Purchases by broker-dealers using third party administrators for
qualified retirement plans who have a sales agreement with the
Distributor, subject to certain operational and minimum size requirements
specified from time to time by the Funds.

- Purchases by accounts as to which a bank or broker-dealer charges an
account management fee ("wrap accounts").

Class A shares of the Funds may be purchased at net asset value, without a
sales load, by persons who have redeemed their Class A shares of any ING Fund or
Pilgrim Fund within the previous 90 days. The amount eligible for this privilege
may not exceed the amount of your redemption proceeds and this privilege may
only be exercised once in any calendar year. To exercise the privilege, contact
the Funds at 1-800-992-0180.

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
<PAGE> 34
32 ING FUNDS TRUST
--------------------------------------------------------------------------------

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.................. 3%
4th year after purchase.................. 3%
5th year after purchase.................. 2%
6th year after purchase.................. 1%
Thereafter............................... NONE
</TABLE>

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

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

- Mandatory minimum post-retirement withdrawals from an IRA or other
retirement plan if you are over 70 1/2 years old.

- Redemptions resulting from shareholder death or permanent disability as
long as the waiver request is made within one year of death or permanent
disability.

- Redemptions through the Systematic Withdrawal Plan of up to 12% per year
of the account value based on the value of the account at the time the
plan is established and annually thereafter, provided all dividends and
distributions are reinvested and the total redemptions do not exceed 12%
annually.

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 1-800-992-0180.

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
certain circumstances, such as:

- Mandatory minimum post-retirement withdrawals from an IRA or other
retirement plan if you are over 70 1/2 years old.

- Redemptions resulting from shareholder death or permanent disability as
long as the waiver request is made within one year of death or permanent
disability.

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 1-800-992-0180.
<PAGE> 35
ING FUNDS TRUST 33
--------------------------------------------------------------------------------

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 $1,000 ($250 for an IRA
investment or any qualified plan). Any subsequent investments must be at least
$100, 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. Cash, travelers checks, third party checks, money orders and
checks drawn on non-U.S. Banks will not be accepted. All initial investments may
be made using any of the following methods:

<TABLE>
<CAPTION>
<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 219368
Kansas City, MO 64121-9368
Or by express, registered, or certified mail to:
ING Funds
c/o DST Systems, Inc.
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 1-800-336-3436 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 # 751-8315
Credit to [insert the ING Fund name]
For Account of [insert your ING Fund account number]
After wiring funds you must complete the Account
Application and send it to:
ING Funds
P.O. Box 219368
Kansas City, Missouri 64121-9368
</TABLE>

<PAGE> 36
34 ING FUNDS TRUST
--------------------------------------------------------------------------------

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.
Pre-Authorized Investment This plan permits you to purchase Fund shares (minimum of
Plan $100 per transaction) on a monthly basis by transferring
funds from your bank account. This plan also permits you
to purchase Fund shares by having your employer
automatically transfer a portion of your paycheck to the
Funds. In addition, social security recipients may have
all or a portion of their social security check
transferred automatically to purchase Fund shares. Call
the Funds at 1-800-992-0180 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 Pre-Authorized Investment Plan will be
treated as current year contributions only. Prior year contributions through the
Pre-Authorized Investment Plan 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.

When purchases are made by check in any Fund, redemption proceeds will be
made available immediately upon clearance of the purchase check, which may take
up to 15 calendar days. You may avoid this delay by investing through wire
transfers of federal funds.

The Funds will ordinarily send the payment for shares redeemed by check to
you, at the address of record, within three business days. 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 219368
Kansas City, MO 64121-9368
Or by express, registered or certified mail to:
ING Funds
c/o DST Systems, Inc.
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
</TABLE>

<PAGE> 37
ING FUNDS TRUST 35
--------------------------------------------------------------------------------

<TABLE>
<S> <C>
- 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 IRAs or other retirement plans. Please call the
Funds at 1-800-992-0180 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 representative at 1-800-992-0180 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 (subject to a minimum
of $5,000) will be wired to your predesignated bank
account. If no pre-designated bank account is on file, a
check (up to a maximum of $100,000) 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 30 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 Provided your account has a current value of at least
Plan $10,000, you may arrange to receive automatic cash
payments (minimum $100) periodically. You may choose from
monthly, quarterly, semi-annual or annual payments. Call
1-800-992-0180 for more information and an enrollment
form.
</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 the value of your account falls below
$1,000 ($250 for IRAs) as a result of redemptions or exchanges. If the account
balance remains below the minimum requirement for 30 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;
<PAGE> 38
36 ING FUNDS TRUST
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- 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 30 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.

Telephone Orders. The Funds and their transfer agent will not be
responsible for the authenticity of phone instructions or losses, if any,
resulting from unauthorized shareholder transactions if they reasonably believe
that such instructions were genuine. The Funds and their transfer agent have
established reasonable procedures to confirm that instructions communicated by
telephone are genuine. These procedures include recording telephone instructions
for exchanges and expedited redemptions, requiring the caller to give certain
specific identifying information, and providing written confirmation to
shareholders of record not later than five days following any such telephone
transactions. If the Funds and their transfer agent do not employ these
procedures, they may be liable for any losses due to unauthorized or fraudulent
telephone instructions.

EXCHANGE PRIVILEGE

Except as described below, Class A shares of any Fund may be exchanged for
Class A shares of any other ING Fund or Pilgrim Fund which permits exchanges.
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 ING Fund, excluding the Class B and Class C shares of the ING Money
Market Fund, or Pilgrim Fund which permits exchanges. 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.

You may only exchange shares into an ING Fund or Pilgrim Fund which is
authorized for sale in your state of residence. The Funds may limit each account
to four exchanges per calendar year. The Funds may change or discontinue the
exchange privilege after giving you 60 days' prior notice. The Funds may also,
on 60 days' prior notice, impose charges of up to $5 for exchanges. 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>
<S> <C>
By Mail Send a letter of instruction 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 219368
Kansas City, MO 64121-9368
Or by express, registered or certified mail to:
ING Funds
c/o DST Systems, Inc.
330 W. 9th Street
Kansas City, MO 64105
Systematic Exchange Provided your initial account balance is at least $5,000,
Privilege the Systematic Exchange Privilege enables you to invest
regularly, in exchange for shares of a Fund, in shares of
other ING Funds and Pilgrim Funds of which you are a
shareholder. The amount designated 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 a Systematic Exchange Privilege Authorization
Form, call the Funds at 1-800-992-0180.
</TABLE>

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, 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
<PAGE> 40
38 ING FUNDS TRUST
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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 1-800-992-0180.

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 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.
<PAGE> 41
ING FUNDS TRUST 39
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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 Funds' principal
risks are discussed under the heading "Stock Funds" found earlier in this
prospectus. 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. These are not the Funds' principal risks. 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.

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.
<PAGE> 42
40 ING FUNDS TRUST
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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 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
<PAGE> 43
ING FUNDS TRUST 41
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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 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, and ING Internet 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, and ING Internet 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> 44
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FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Funds' financial performance for the six month period ended April 30, 2000 and
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. The information pertaining to the period
ended October 31, 1999 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.

ING INTERNET FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 12.67 $ 10.00 $ 12.63 $ 10.00 $ 12.63 $10.00
From investment operations:
Net investment loss................................ (0.12) (0.03) (0.16) (0.03) (0.15) (0.03)
Net realized and unrealized gain(3)................ 5.37 2.70 5.34 2.66 5.34 2.66
------- ------- ------- ------- ------- ------
Total from investment operations................... 5.25 2.67 5.18 2.63 5.19 2.63
------- ------- ------- ------- ------- ------
Distributions paid from capital gain................. (0.23) -- (0.23) -- (0.23) --
------- ------- ------- ------- ------- ------
Net asset value per share, end of period............. $ 17.69 $ 12.67 $ 17.58 $ 12.63 $ 17.59 $12.63
======= ======= ======= ======= ======= ======
Net assets, end of period (in thousands)............. $88,783 $35,798 $55,311 $14,869 $27,629 $5,290
Total investment return at net asset value(4)(5)..... 41.20% 26.70% 40.77% 26.30% 40.85% 26.30%
Ratios to average net assets(6):
Net expenses....................................... 1.39% 1.54% 2.03% 2.17% 2.03% 2.18%
Gross expenses..................................... 2.78% 3.35% 3.02% 3.75% 3.01% 3.79%
Net investment loss................................ (1.22%) (1.15%) (1.87%) (1.88%) (1.86%) (1.88%)
Portfolio turnover rate(5)........................... 53.04% 22.08% 53.04% 22.08% 53.04% 22.08%
</TABLE>

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

(1) Commenced operations on July 1, 1999.

(2) Unaudited.

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

(4) Total return assumes reinvestment of all dividend and capital gain
distributions, if any, and does not reflect the deduction of the applicable
sales charges with respect to Class A shares or the applicable contingent
deferred sales charges 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.

(5) Not annualized.

(6) Annualized.
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ING FUNDS TRUST 43
--------------------------------------------------------------------------------

ING SMALL CAP GROWTH FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 11.32 $ 10.00 $11.26 $10.00 $11.26 $10.00
From investment operations:
Net investment loss................................ (0.06) (0.08) (0.07) (0.08) (0.08) (0.08)
Net realized and unrealized gain................... 4.51 1.40 4.44 1.34 4.45 1.34
------- ------- ------ ------ ------ ------
Total from investment operations................... 4.45 1.32 4.37 1.26 4.37 1.26
------- ------- ------ ------ ------ ------
Distributions paid from investment income............ -- -- -- -- -- --
------- ------- ------ ------ ------ ------
Net asset value per share, end of period............. $ 15.77 $ 11.32 $15.63 $11.26 $15.63 $11.26
======= ======= ====== ====== ====== ======
Net assets, end of period (in thousands)............. $46,793 $29,860 $2,804 $ 761 $2,657 $ 423
Total investment return at net asset value(3)(4)..... 39.31% 13.20% 38.81% 12.60% 38.81% 12.60%
Ratios to average net assets(5):
Net expenses....................................... 1.35% 1.34% 2.00% 1.99% 2.00% 1.99%
Gross expenses..................................... 2.39% 2.67% 2.63% 2.97% 2.63% 3.01%
Net investment loss................................ (0.77%) (0.89%) (1.35%) (1.64%) (1.35%) (1.66%)
Portfolio turnover rate(4)........................... 171.75% 139.12% 171.75% 139.12% 171.75% 139.12%
</TABLE>

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

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

(2) Unaudited.

(3) Total return assumes reinvestment of all dividend and capital gain
distributions, if any, and does not reflect the deduction of the applicable
sales charges with respect to Class A shares or the applicable contingent
deferred sales charges 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.

ING FOCUS FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 12.54 $ 10.00 $12.48 $10.00 $12.47 $10.00
From investment operations:
Net investment loss................................ (0.01) (0.02) (0.04) (0.03) (0.04) (0.03)
Net realized and unrealized gain................... 1.50 2.56 1.48 2.51 1.47 2.50
------- ------- ------ ------ ------ ------
Total from investment operations................... 1.49 2.54 1.44 2.48 1.43 2.47
------- ------- ------ ------ ------ ------
Distributions paid from capital gain................. (0.42) -- (0.42) -- (0.42) --
------- ------- ------ ------ ------ ------
Net asset value per share, end of period............. $ 13.61 $ 12.54 $13.50 $12.48 $13.48 $12.47
======= ======= ====== ====== ====== ======
Net assets, end of period (in thousands)............. $55,362 $35,783 $4,496 $2,984 $2,312 $ 976
Total investment return at net asset value(3)(4)..... 12.03% 25.40% 11.68% 24.80% 11.60% 24.70%
Ratios to average net assets(5):
Net expenses....................................... 1.38% 1.34% 2.03% 1.99% 2.03% 1.99%
Gross expenses..................................... 2.43% 2.60% 2.68% 2.92% 2.68% 2.92%
Net investment loss................................ (0.09%) (0.25%) (0.73%) (0.88%) (0.73%) (0.87%)
Portfolio turnover rate(4)........................... 40.67% 95.71% 40.67% 95.71% 40.67% 95.71%
</TABLE>

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

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

(2) Unaudited.

(4) Not annualized.

(5) Annualized.
<PAGE> 46
44 ING FUNDS TRUST
--------------------------------------------------------------------------------

ING MID CAP GROWTH FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 10.39 $ 10.00 $10.33 $10.00 $10.33 $10.00
From investment operations:
Net investment loss................................ (0.06) (0.03) (0.07) (0.05) (0.07) (0.06)
Net realized and unrealized gain (loss)............ 2.81 0.42 2.76 0.38 2.76 0.39
------- ------- ------ ------ ------ ------
Total from investment operations................... 2.75 0.39 2.69 0.33 2.69 0.33
------- ------- ------ ------ ------ ------
Distributions paid from investment income............ -- -- -- -- -- --
------- ------- ------ ------ ------ ------
Net asset value per share, end of period............. $ 13.14 $ 10.39 $13.02 $10.33 $13.02 $10.33
======= ======= ====== ====== ====== ======
Net assets, end of period (in thousands)............. $36,975 $28,042 $1,456 $ 653 $ 926 $ 391
Total investment return at net asset value(3)(4)..... 26.47% 3.90% 26.04% 3.30% 26.04% 3.30%
Ratios to average net assets(5):
Net expenses....................................... 1.40% 1.35% 2.05% 1.99% 2.05% 1.99%
Gross expenses..................................... 2.49% 2.68% 2.73% 2.82% 2.73% 2.82%
Net investment loss................................ (1.01%) (0.35%) (1.68%) (1.42%) (1.68%) (1.45%)
Portfolio turnover rate(4)........................... 43.07% 41.27% 43.07% 41.27% 43.07% 41.27%
</TABLE>

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

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

(2) Unaudited.

(4) Not annualized.

(5) Annualized.

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)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 11.80 $ 10.00 $11.75 $10.00 $ 11.74 $ 10.00
From investment operations:
Net investment loss................................ (0.03) (0.04) (0.07) (0.04) (0.07) (0.03)
Net realized and unrealized gain................... 1.27 1.84 1.26 1.79 1.26 1.77
------- ------- ------ ------ ------- -------
Total from investment operations................... 1.24 1.80 1.19 1.75 1.19 1.74
------- ------- ------ ------ ------- -------
Distributions paid from investment income............ -- -- -- -- -- --
------- ------- ------ ------ ------- -------
Net asset value per share, end of period............. $ 13.04 $ 11.80 $12.94 $11.75 $ 12.93 $ 11.74
======= ======= ====== ====== ======= =======
Net assets, end of period (in thousands)............. $57,889 $37,517 $6,631 $3,900 $15,757 $10,692
Total investment return at net asset value(3)(4)..... 10.51% 18.00% 10.13% 17.50% 10.14% 17.40%
Ratios to average net assets(5):
Net expenses....................................... 1.28% 1.28% 1.93% 1.93% 1.93% 1.93%
Gross expenses..................................... 2.17% 2.39% 2.42% 2.69% 2.43% 2.67%
Net investment loss................................ (0.56%) (0.41%) (1.22%) (1.14%) (1.22%) (1.13%)
Portfolio turnover rate(4)........................... 39.26% 61.71% 39.26% 61.71% 39.26% 61.71%
</TABLE>

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

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

(2) Unaudited.

(4) Not annualized.

(5) Annualized.
<PAGE> 47
ING FUNDS TRUST 45
--------------------------------------------------------------------------------

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)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 11.99 $ 10.00 $11.96 $10.00 $11.92 $10.00
From investment operations:
Net investment income (loss)....................... 0.03 0.04 (0.01) (0.01) (0.01) 0.00(6)
Net realized and unrealized gain................... 1.04 1.95 1.05 1.97 1.04 1.92
------- ------- ------ ------ ------ ------
Total from investment operations................... 1.07 1.99 1.04 1.96 1.03 1.92
------- ------- ------ ------ ------ ------
Distributions paid from investment income............ (0.05) -- (0.03) -- (0.07) --
------- ------- ------ ------ ------ ------
Net asset value per share, end of period............. $ 13.01 $ 11.99 $12.97 $11.96 $12.88 $11.92
======= ======= ====== ====== ====== ======
Net assets, end of period (in thousands)............. $50,048 $45,714 $8,966 $7,059 $3,402 $1,222
Total investment return at net asset value(3)(4)..... 8.98% 19.90% 8.73% 19.60% 8.64% 19.20%
Ratios to average net assets(5):
Net expenses....................................... 1.30% 1.28% 1.95% 1.95% 1.93% 1.97%
Gross expenses..................................... 2.23% 2.40% 2.48% 2.66% 2.46% 2.64%
Net investment income (loss)....................... 0.49% 0.49% (0.16%) (0.14%) (0.20%) (0.14%)
Portfolio turnover rate(4)........................... 7.84% 8.51% 7.84% 8.51% 7.84% 8.51%
</TABLE>

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

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

(2) Unaudited.

(4) Not annualized.

(5) Annualized.

(6) Amount represents less than $0.01.
<PAGE> 48
46 ING FUNDS TRUST
--------------------------------------------------------------------------------

ING GROWTH & INCOME FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- --------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period........ $ 11.42 $ 10.00 $11.36 $10.00 $11.38 $10.00
From investment operations:
Net investment income (loss)........................ 0.00(6) 0.01 (0.03) (0.03) (0.03) (0.02)
Net realized and unrealized gain.................... 0.75 1.42 0.72 1.41 0.72 1.40
------- ------- ------ ------ ------ ------
Total from investment operations.................... 0.75 1.43 0.69 1.38 0.69 1.38
------- ------- ------ ------ ------ ------
Distributions paid from:
Capital gain........................................ (0.03) -- (0.03) -- (0.03) --
Investment income................................... (0.01) (0.01) -- (0.02) -- 0.00(6)
------- ------- ------ ------ ------ ------
Total distributions................................. (0.04) (0.01) (0.03) (0.02) (0.03) 0.00(6)
------- ------- ------ ------ ------ ------
Net asset value per share, end of period.............. $ 12.13 $ 11.42 $12.02 $11.36 $12.04 $11.38
======= ======= ====== ====== ====== ======
Net assets, end of period (in thousands).............. $40,827 $34,964 $1,900 $1,132 $1,680 $ 855
Total investment return at net asset value(3)(4)...... 6.52% 14.34% 6.04% 13.79% 6.03% 13.81%
Ratios to average net assets(5):
Net expenses........................................ 1.31% 1.28% 1.96% 1.93% 1.96% 1.93%
Gross expenses...................................... 2.27% 2.37% 2.52% 2.67% 2.52% 2.68%
Net investment income (loss)........................ (0.01%) 0.14% (0.66%) (0.61%) (0.67%) (0.61%)
Portfolio turnover rate(4)............................ 27.46% 32.44% 27.46% 32.44% 27.46% 32.44%
</TABLE>

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

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

(2) Unaudited.

(4) Not annualized.

(5) Annualized.

(6) Amount represents less than $0.01.
<PAGE> 49
ING FUNDS TRUST 47
--------------------------------------------------------------------------------

ING EMERGING MARKETS 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)
4/30/00(2) 4/30/00(2) 4/30/00(2)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period............. $ 10.00 $ 10.00 $ 10.00
From investment operations:
Net investment income.................................... 0.01 0.00(7) 0.00(7)
Net realized and unrealized loss(3)...................... (1.50) (1.49) (1.50)
------- ------- -------
Total from investment operations......................... (1.49) (1.49) (1.50)
------- ------- -------
Distributions paid from investment income.................. -- -- --
------- ------- -------
Net asset value per share, end of period................... $ 8.51 $ 8.51 $ 8.50
======= ======= =======
Net assets, end of period (in thousands)................... $ 8,836 $ 288 $ 193
Total investment return at net asset value(4)(5)........... (14.90%) (14.90%) (15.00%)
Ratios to average net assets(6):
Net expenses............................................. 1.68% 2.42% 2.39%
Gross expenses........................................... 4.18% 4.51% 4.49%
Net investment income.................................... 0.87% 0.22% 0.15%
Portfolio turnover rate(5)................................. 11.38% 11.38% 11.38%
</TABLE>

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

(1) Commenced operations on March 1, 2000.

(2) Unaudited.

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

(5) Not annualized.

(6) Annualized.

(7) Amount represents less than $0.01.
<PAGE> 50
48 ING FUNDS TRUST
--------------------------------------------------------------------------------

ING GLOBAL COMMUNICATIONS 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)
4/30/00(2) 4/30/00(2) 4/30/00(2)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period............. $ 10.00 $ 10.00 $10.00
From investment operations:
Net investment loss...................................... (0.01) (0.02) (0.02)
Net realized and unrealized loss(3)...................... (1.57) (1.57) (1.56)
------- ------- ------
Total from investment operations......................... (1.58) (1.59) (1.58)
------- ------- ------
Distributions paid from investment income.................. -- -- --
------- ------- ------
Net asset value per share, end of period................... $ 8.42 $ 8.41 $ 8.42
======= ======= ======
Net assets, end of period (in thousands)................... $61,982 $35,137 $9,573
Total investment return at net asset value(4)(5)........... (15.80%) (15.90%) (15.80%)
Ratios to average net assets(6):
Net expenses............................................. 1.51% 2.15% 2.15%
Gross expenses........................................... 2.71% 2.95% 2.95%
Net investment loss...................................... (0.67%) (1.32%) (1.34%)
Portfolio turnover rate(5)................................. 13.54% 13.54% 13.54%
</TABLE>

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

(1) Commenced operations on March 1, 2000.

(2) Unaudited.

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

(5) Not annualized.

(6) Annualized.
<PAGE> 51
ING FUNDS TRUST 49
--------------------------------------------------------------------------------

ING GLOBAL INFORMATION TECHNOLOGY FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 17.38 $ 10.00 $ 17.28 $10.00 $ 17.28 $10.00
From investment operations:
Net investment loss................................ (0.16) (0.13) (0.17) (0.08) (0.17) (0.05)
Net realized and unrealized gain(3)................ 12.29 7.51 12.18 7.36 12.17 7.33
-------- ------- ------- ------ ------- ------
Total from investment operations................... 12.13 7.38 12.01 7.28 12.00 7.28
-------- ------- ------- ------ ------- ------
Distributions paid from capital gain................. (0.84) -- (0.84) -- (0.84) --
-------- ------- ------- ------ ------- ------
Net asset value per share, end of period............. $ 28.67 $ 17.38 $ 28.45 $17.28 $ 28.44 $17.28
======== ======= ======= ====== ======= ======
Net assets, end of period (in thousands)............. $108,760 $54,798 $33,552 $5,964 $17,971 $2,102
Total investment return at net asset value(4)(5)..... 70.82% 73.80% 70.53% 72.80% 70.47% 72.80%
Ratios to average net assets(6):
Net expenses....................................... 1.51% 1.57% 2.13% 2.25% 2.13% 2.24%
Gross expenses..................................... 2.69% 2.95% 2.91% 3.22% 2.90% 3.20%
Net investment loss................................ (1.24%) (1.29%) (1.84%) (2.04%) (1.84%) (2.05%)
Portfolio turnover rate(5)........................... 51.20% 56.88% 51.20% 56.88% 51.20% 56.88%
</TABLE>

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

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

(2) Unaudited.

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

(5) Not annualized.

(6) Annualized.
<PAGE> 52
50 ING FUNDS TRUST
--------------------------------------------------------------------------------

ING EUROPEAN EQUITY FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 10.95 $ 10.00 $10.89 $10.00 $10.89 $10.00
From investment operations:
Net investment income (loss)....................... (0.02) 0.04 (0.06) 0.00(7) (0.03) (0.01)
Net realized and unrealized gain(3)................ 1.02 0.91 1.01 0.89 0.94 0.90
------- ------- ------ ------ ------ ------
Total from investment operations................... 1.00 0.95 0.95 0.89 0.91 0.89
------- ------- ------ ------ ------ ------
Distributions paid from:
Capital gain....................................... (0.28) -- (0.28) -- (0.28) --
Investment income.................................. (0.05) -- (0.03) -- (0.05) --
------- ------- ------ ------ ------ ------
Total distributions................................ (0.33) -- (0.31) -- (0.33) --
------- ------- ------ ------ ------ ------
Net asset value per share, end of period............. $ 11.62 $ 10.95 $11.53 $10.89 $11.47 $10.89
======= ======= ====== ====== ====== ======
Net assets, end of period (in thousands)............. $32,009 $28,746 $1,028 $ 849 $ 173 $ 62
Total investment return at net asset value(4)(5)..... 9.22% 9.50% 8.75% 8.90% 8.37% 8.90%
Ratios to average net assets(6):
Net expenses....................................... 1.62% 1.61% 2.27% 2.27% 2.26% 2.26%
Gross expenses..................................... 2.89% 3.06% 3.13% 3.35% 3.13% 3.34%
Net investment income (loss)....................... (0.42%) 0.48% (1.06%) (0.08%) (0.94%) (0.15%)
Portfolio turnover rate(5)........................... 36.24% 62.91% 36.24% 62.91% 36.24% 62.91%
</TABLE>

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

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

(2) Unaudited.

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

(5) Not annualized.

(6) Annualized.

(7) Amount represents less than $0.01.
<PAGE> 53
ING FUNDS TRUST 51
--------------------------------------------------------------------------------

ING INTERNATIONAL EQUITY FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 11.82 $ 10.00 $11.76 $10.00 $11.76 $10.00
From investment operations:
Net investment income (loss)....................... (0.02) 0.04 (0.04) (0.01) (0.03) (0.01)
Net realized and unrealized gain(3)................ 1.29 1.78 1.26 1.77 1.24 1.77
------- ------- ------ ------ ------ ------
Total from investment operations................... 1.27 1.82 1.22 1.76 1.21 1.76
------- ------- ------ ------ ------ ------
Distributions paid from:
Capital gain....................................... (0.50) -- (0.50) -- (0.50) --
Investment income.................................. (0.06) -- (0.07) -- (0.09) --
------- ------- ------ ------ ------ ------
Total distributions................................ (0.56) -- (0.57) -- (0.59) --
------- ------- ------ ------ ------ ------
Net asset value per share, end of period............. $ 12.53 $ 11.82 $12.41 $11.76 $12.38 $11.76
======= ======= ====== ====== ====== ======
Net assets, end of period (in thousands)............. $51,928 $32,106 $1,863 $ 680 $1,755 $ 417
Total investment return at net asset value(4)(5)..... 10.68% 18.20% 10.31% 17.60% 10.21% 17.60%
Ratios to average net assets(6):
Net expenses....................................... 1.58% 1.59% 2.21% 2.23% 2.21% 2.20%
Gross expenses..................................... 2.81% 3.04% 3.04% 3.30% 3.04% 3.39%
Net investment income (loss)....................... (0.27%) 0.44% (0.85%) (0.32%) (0.79%) (0.59%)
Portfolio turnover rate(5)........................... 58.06% 105.44% 58.06% 105.44% 58.06% 105.44%
</TABLE>

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

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

(2) Unaudited.

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

(5) Not annualized.

(6) Annualized.
<PAGE> 54
52 ING FUNDS TRUST
--------------------------------------------------------------------------------

ING GLOBAL BRAND NAMES FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of period....... $ 11.57 $ 10.00 $11.50 $10.00 $ 11.51 $10.00
From investment operations:
Net investment loss................................ (0.03) (0.02) (0.06) (0.04) (0.06) (0.06)
Net realized and unrealized gain(3)................ 1.42 1.59 1.40 1.54 1.40 1.57
------- ------- ------ ------ ------- ------
Total from investment operations................... 1.39 1.57 1.34 1.50 1.34 1.51
------- ------- ------ ------ ------- ------
Distributions paid from capital gain................. (0.16) -- (0.16) -- (0.16) --
------- ------- ------ ------ ------- ------
Net asset value per share, end of period............. $ 12.80 $ 11.57 $12.68 $11.50 $ 12.69 $11.51
======= ======= ====== ====== ======= ======
Net assets, end of period (in thousands)............. $42,614 $35,376 $5,133 $2,841 $12,756 $7,548
Total investment return at net asset value(4)(5)..... 12.07% 15.70% 11.71% 15.00% 11.70% 15.10%
Ratios to average net assets(6):
Net expenses....................................... 1.51% 1.48% 2.15% 2.14% 2.15% 2.13%
Gross expenses..................................... 2.56% 2.68% 2.80% 2.93% 2.80% 2.93%
Net investment loss................................ (0.57%) (0.18%) (1.19%) (0.97%) (1.19%) (0.78%)
Portfolio turnover rate(5)........................... 17.44% 11.09% 17.44% 11.09% 17.44% 11.09%
</TABLE>

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

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

(2) Unaudited.

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

(5) Not annualized.

(6) Annualized.
<PAGE> 55

(This page intentionally left blank)
<PAGE> 56

EQPROS110100-110100

MANAGER DISTRIBUTOR
ING Mutual Funds Management Co. LLC ING Pilgrim Securities, Inc.
1475 Dunwoody Drive 7337 East Doubletree Ranch Road
West Chester, PA 19380-1478 Scottsdale, AZ 85258
SUB-ADVISERS U.S. FUNDS CUSTODIAN
Baring Asset Management, Inc. State Street Bank and Trust Company
125 High Street 801 Pennsylvania Street
Boston, MA 02110 Kansas City, MO 64105
Baring International Investment Limited GLOBAL & INTERNATIONAL
155 Bishopsgate FUNDS CUSTODIAN
London, England EC2M 3XY Brown Brothers Harriman & Co.
Baring Asset Management (Asia) Limited 40 Water Street
19/F Edinburgh Tower, The Landmark, Boston, MA 02109
15 Queens Road, Central, Hong Kong TRANSFER AGENT
Delta Asset Management DST Systems, Inc.
333 South Grand Avenue P.O. Box 219368
Los Angeles, CA 90071 Kansas City, MO 64121-9368
Furman Selz Capital Management LLC INDEPENDENT AUDITORS
230 Park Avenue Ernst & Young LLP
New York, NY 10169 787 Seventh Avenue
ING Investment Management Advisors B.V. New York, NY 10019
Schenkkade 65, 2595 AS LEGAL COUNSEL
The Hague, The Netherlands Paul, Weiss, Rifkind, Wharton & Garrison
ING Investment Management LLC 1285 Avenue of the Americas
5780 Powers Ferry Road, N.W., Suite 300 New York, NY 10019-6064
Atlanta, GA 30327
</TABLE>

Additional information about the Funds is included in the Statement of
Additional Information ("SAI") dated November 6, 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
1-800-992-0180.

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 1-202-942-8090. 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. 20549-0102 or by electronic request at the
following e-mail address: [email protected].

Investment Company Act File No. 811-08895
<PAGE> 57

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 National Tax-Exempt Bond Fund......................... 7
FEES AND EXPENSES........................................... 9
MANAGEMENT OF THE FUNDS..................................... 11
PRICING ALTERNATIVES........................................ 12
HOW TO PURCHASE SHARES...................................... 15
HOW TO REDEEM SHARES........................................ 17
EXCHANGE PRIVILEGE.......................................... 19
PRICING OF SHARES........................................... 20
DIVIDENDS AND DISTRIBUTIONS................................. 20
TAXES....................................................... 21
MORE INFORMATION ABOUT STRATEGIES AND RISKS................. 22
FINANCIAL HIGHLIGHTS........................................ 26
</TABLE>
<PAGE> 58
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 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.

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.

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.

Extension Risk -- Slower than expected principal payments on a
mortgage-backed or asset-backed security may extend such security's life,
thereby
<PAGE> 60
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. This information provides some
indication of the risks of investing in the Fund by showing changes in the
Fund's performance from year to year and by showing how the Fund's average
annual returns compare with those of a broad measure of market performance. The
Fund's past performance is not an indication of its future performance.

ANNUAL TOTAL RETURNS

[INTERMEDIATE BOND FUND BAR CHART]

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
<PAGE> 61
4 ING FUNDS TRUST
--------------------------------------------------------------------------------

in the Fund's portfolio and may purchase and hold securities in default. There
are no restrictions on the average maturity of the Fund or the maturity of any
single investment. Maturities may very widely depending on the Sub-Adviser's
assessment of interest rate trends and other economic or market factors.

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

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

- Risk of High Yield Bonds. High yield bonds carry particular market risks
and may experience greater volatility in market value than investment
grade bonds. Changes in interest rates, the market's perception of the
issuers and the creditworthiness of the issuers may significantly affect
the value of these bonds. Some of these securities may have a structure
that makes their reaction to interest rates and other factors difficult
to predict, causing their value to be highly volatile. Certain high yield
bonds, such as zero coupon, deferred interest and 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.

- 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.
<PAGE> 62
ING FUNDS TRUST 5
--------------------------------------------------------------------------------

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. This information provides some
indication of the risks of investing in the Fund by showing changes in the
Fund's performance from year to year and by showing how the Fund's average
annual returns compare with those of a broad measure of market performance. The
Fund's past performance is not an indication of its future performance.

ANNUAL TOTAL RETURNS

[HIGH YIELD BOND FUND BAR CHART]

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
<PAGE> 63
6 ING FUNDS TRUST
--------------------------------------------------------------------------------

options and futures contracts involving securities, securities indices, interest
rates and foreign currencies.

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

- First, 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.

- 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.

- 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. This information provides some
indication of the risks of investing in the Fund by showing changes in the
Fund's performance from year to year and by showing how the Fund's average
annual returns compare with those of a broad measure of market performance. The
Fund's past performance is not an indication of its future performance.

ANNUAL TOTAL RETURNS

[INTERNATIONAL BOND FUND BAR CHART]

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 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.
<PAGE> 65
8 ING FUNDS TRUST
--------------------------------------------------------------------------------

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 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.
<PAGE> 66
ING FUNDS TRUST 9
--------------------------------------------------------------------------------

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%(1) NONE NONE 4.75%(1) 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(2) 5.00%(3) 1.00%(4) NONE(2) 5.00%(3) 1.00%(4)
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............................... 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees.............................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses.......................................... 0.77% 0.79% 0.84% 0.82% 0.89% 0.91%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES(5)........................ 1.62% 2.29% 2.34% 1.82% 2.54% 2.56%
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

(5) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Intermediate Bond Fund and High Yield Bond Fund,
respectively, is 0.99% and 1.04% for Class A shares, 1.74% and 1.79% for
Class B shares and 1.74% and 1.79% for Class C shares. Fee waiver and/or
reimbursements by the Investment Manager may vary in order to achieve such
contractually obligated expense limits.

<TABLE>
<CAPTION>
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(1) 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(2) 5.00%(3) 1.00%(4)
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................................... 0.10% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses.............................................. 0.94% 0.92% 0.93%
---- ---- ----
TOTAL FUND OPERATING EXPENSES(5)............................ 2.29% 2.92% 2.93%
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

(5) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Fund is 1.51% for Class A shares, 2.16% for Class B
shares and 2.16% for Class C shares. Fee waiver and/or reimbursements by the
Investment Manager may vary in order to achieve such contractually obligated
expense limits.
<PAGE> 67
10 ING FUNDS TRUST
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NATIONAL TAX-EXEMPT 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%(1) 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(2) 5.00%(3) 1.00%(4)
Redemption Fee.............................................. NONE NONE NONE
Exchange Fee................................................ NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fees............................................. 0.50% 0.50% 0.50%
Distribution (12b-1) Fees................................... 0.10% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses(5)........................................... 0.68% 0.68% 0.68%
---- ---- ----
TOTAL FUND OPERATING EXPENSES(6)............................ 1.53% 2.18% 2.18%
</TABLE>

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

(1) Reduced for purchases of $50,000 and over.

(2) A CDSL of no more than 1% may be assessed on redemptions of Class A shares
that were purchased without an initial sales load as part of an investment
of $1 million or more.

(3) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(4) Imposed upon redemption within 1 year from purchase.

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

(6) 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 from
November 1, 2000 through February 28, 2001. The expense limit, if
annualized, for the Fund is 0.96% for Class A shares, 1.71% for Class B
shares and 1.71% for Class C shares. Fee waiver and/or reimbursements by the
Investment Manager may vary in order to achieve such contractually obligated
expense limits.

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; 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>
BOND FUNDS
ING Intermediate Bond Fund
Class A Shares........................ $632 $ 962 $1,314 $2,306
Class B Shares........................ $732 $1,015 $1,425 $2,458
Class C Shares........................ $337 $ 730 $1,250 $2,676
ING High Yield Bond Fund
Class A Shares........................ $651 $1,020 $1,413 $2,511
Class B Shares........................ $757 $1,091 $1,550 $2,699
Class C Shares........................ $359 $ 796 $1,360 $2,895
ING International Bond Fund
Class A Shares........................ $696 $1,156 $1,642 $2,976
Class B Shares........................ $795 $1,204 $1,738 $3,094
Class C Shares........................ $396 $ 907 $1,543 $3,252
ING National Tax-Exempt Bond Fund
Class A Shares........................ $623 $ 935 $1,270 $2,212
Class B Shares........................ $721 $ 982 $1,369 $2,349
Class C Shares........................ $321 $ 682 $1,169 $2,513
</TABLE>
<PAGE> 68
ING FUNDS TRUST 11
--------------------------------------------------------------------------------

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........................ $632 $ 962 $1,314 $2,306
Class B Shares........................ $232 $ 715 $1,225 $2,458
Class C Shares........................ $237 $ 730 $1,250 $2,676
ING High Yield Bond Fund
Class A Shares........................ $651 $1,020 $1,413 $2,511
Class B Shares........................ $257 $ 791 $1,350 $2,699
Class C Shares........................ $259 $ 796 $1,360 $2,895
ING International Bond Fund
Class A Shares........................ $696 $1,156 $1,642 $2,976
Class B Shares........................ $295 $ 904 $1,538 $3,094
Class C Shares........................ $296 $ 907 $1,543 $3,252
ING National Tax-Exempt Bond Fund
Class A Shares........................ $623 $ 935 $1,270 $2,212
Class B Shares........................ $221 $ 682 $1,169 $2,349
Class C Shares........................ $221 $ 682 $1,169 $2,513
</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 National Tax-Exempt Bond Fund....... 0.50%
</TABLE>

<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 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").
<PAGE> 69
12 ING FUNDS TRUST
--------------------------------------------------------------------------------

The BAM Group provides global investment management services and maintains
major investment offices in Boston, London, Hong Kong and Tokyo, and together
with its predecessor corporation was founded in 1762. The BAM Group provides
advisory services to institutional investors, offshore investment companies,
insurance companies and private clients. As of September 30, 2000, the BAM Group
managed approximately $49.5 billion of assets.

ING Investment Management LLC. ING Investment Management LLC ("IIM")
serves as sub-adviser to the ING Intermediate Bond Fund and the ING High Yield
Bond 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 September 30, 2000, were valued at $29.67 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 October 31, 2000, were valued at approximately $5.1 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 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.

PRICING ALTERNATIVES

The Funds, except the ING National Tax-Exempt Bond Fund, offer a choice of
four 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 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 I shares are offered
under separate prospectuses. 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 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.
--------------------------------------------------------------------------------------------------------
Deferred Sales Load? No. (However, you may Yes. Payable if you Yes. Payable if you
be charged with respect redeem within six years redeem within one year
to purchases over $1 of purchase. of purchase
million that are
redeemed within one or
two years.)
--------------------------------------------------------------------------------------------------------
Redemption Fee? No. No. No.
--------------------------------------------------------------------------------------------------------
Account Maintenance and 0.25% Shareholder 0.25% Shareholder 0.25% Shareholder
Distribution Fees? Servicing Fee; 0.10% 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.
--------------------------------------------------------------------------------------------------------
</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:

BOND 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.... 4.75% 4.99% 4.25%
$50,000 but less than
$100,000........... 4.50% 4.71% 4.00%
$100,000 but less
than $250,000...... 3.50% 3.63% 3.00%
$250,000 but less
than $500,000...... 2.50% 2.56% 2.25%
$500,000 but less
than $1,000,000.... 2.00% 2.04% 1.75%
$1,000,000 and
over*.............. None None See below
</TABLE>

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

* If you invest $1,000,000 or more in Class A shares of any Fund, the
Distributor normally pays compensation ranging from 0.25% to 1.00% 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 or two years after purchase (depending on
the amount of the purchase), you may be charged a deferred sales load as a
percentage of the lesser of the original cost of the shares being redeemed
or your redemption investment proceeds, as follows:

<TABLE>
<CAPTION>
PERIOD DURING
WHICH CDSL
YOUR INVESTMENT CDSL APPLIES
--------------- ----- -------------
<S> <C> <C>
$1,000,000 but less than 1.00% 2 years
$2,500,000......................
$2,500,000 but less than 0.50% 1 year
$5,000,000......................
$5,000,000 and over............... 0.25% 1 year
</TABLE>

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. Persons
who invested $1,000,000 or more in Class A shares prior to November 6, 2000 are
subject to a CDSL of 0.50% for a period of 12 months from the date of purchase.

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 and
Pilgrim 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 and Pilgrim 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
<PAGE> 71
14 ING FUNDS TRUST
--------------------------------------------------------------------------------

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. With regard to the Class A CDSL, all shares held in the ING Funds and
Pilgrim Funds at the time of purchase will be included for purposes of
determining the amount of your investment. In order for the sales charge
reductions to be effective under these programs, the Transfer Agent must be
notified of the reduction request when the purchase order or redemption order is
placed. Additional information concerning these programs can be obtained from
the Funds by calling 1-800-992-0180.

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 discretionary advisory accounts of the Investment Manager or
any Sub Adviser.

- Purchases by any ING Fund or Pilgrim Fund and purchases by officers,
directors, trustees and employees of the ING Funds and Pilgrim Funds, the
Investment Manager, any Sub-Advisers, the Distributor, any service
provider to the Funds or affiliates thereof, including any trust,
pension, profit sharing or other benefit plan for such persons.

- Purchases by shareholders who have authorized the automatic transfer of
dividends from the same class of another ING Fund or Pilgrim Fund.

- Purchases by accounts as to which a bank or broker-dealer charges an
account management fee ("wrap accounts").

CLASS B SHARES - DEFERRED SALES LOAD ALTERNATIVE

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:

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

* 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.
<PAGE> 72
ING FUNDS TRUST 15
--------------------------------------------------------------------------------

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

- Mandatory minimum post-retirement withdrawals from an IRA or other
retirement plan if you are over 70 1/2 years old.

- Redemptions resulting from shareholder death or permanent disability as
long as the waiver request is made within one year of death or permanent
disability.

CLASS C SHARES - LEVEL SALES LOAD ALTERNATIVE

- Mandatory minimum post-retirement withdrawals from an IRA or other
retirement plan if you are over 70 1/2 years old.

- Redemptions resulting from shareholder death or permanent disability as
long as the waiver request is made within one year of death or permanent
disability.

Class C shares do not offer a conversion privilege.

HOW TO PURCHASE SHARES

The minimum initial investment in a Fund is $1,000 ($250 for an IRA
investment or any qualified plan). Any subsequent investments must be at least
$100, 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
<PAGE> 73
16 ING FUNDS TRUST
--------------------------------------------------------------------------------

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. Cash, travelers checks, third party checks, money orders and
checks drawn on non-U.S. banks will not be accepted. All initial investments may
be made using any of the following methods:

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

<TABLE>
<CAPTION>
<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.
</TABLE>
<PAGE> 74
ING FUNDS TRUST 17
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Pre-Authorized Investment This plan permits you to purchase Fund shares (minimum of
Plan $100 per transaction) on a monthly basis by transferring
funds from your bank account. This plan also permits you
to purchase Fund shares by having your employer
automatically transfer a portion of your paycheck to the
Funds. In addition, social security recipients may have
all or a portion of their social security check
transferred automatically to purchase Fund shares. Call
the Funds at 1-800-992-0180 to obtain the necessary
authorization form. The Funds reserve the right upon 30
days' written notice to make reasonable charges for this
service.
</TABLE>

HOW TO REDEEM SHARES

The Funds will ordinarily send the payment for shares redeemed by check to
you, at the address of record, within three business days after receipt of your
redemption request. 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>
<CAPTION>
<S> <C>
By Mail Send your letter of instructions for redemption to the
appropriate address. By regular mail to:
ING Funds
P.O. Box 219368
Kansas City, MO 64121-9368
Or by express, registered or certified mail to:
ING Funds
c/o DST Systems, Inc.
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 IRAs or other retirement plans. Please call the
Funds at 1-800-992-0180 for instructions
</TABLE>
<PAGE> 75
18 ING FUNDS TRUST
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
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 representative at 1-800-992-0180 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 (subject to a minimum
of $5,000) will be wired to your predesignated bank
account. If no pre-designated bank account is on file, a
check (up to a maximum of $100,000) 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 30 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 Provided your account has a current value of at least
Plan $10,000, you may arrange to receive automatic cash
payments (minimum $100) periodically. You may choose from
monthly, quarterly, semi-annual or annual payments. Call
1-800-992-0180 for more information and an enrollment
form.
</TABLE>

- 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 30 days;

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

- telephone exchange and telephone redemption authorization forms;
<PAGE> 76
ING FUNDS TRUST 19
--------------------------------------------------------------------------------

- 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

<TABLE>
<CAPTION>
By Mail Send a letter of instruction 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 219368
Kansas City, MO 64121-9368
Or by express, registered or certified mail to:
ING Funds
c/o DST Systems, Inc.
330 W. 9th Street
Kansas City, MO 64105
<S> <C>
Systematic Exchange Provided your initial account balance is at least $5,000,
Privilege the Systematic Exchange Privilege enables you to invest
regularly, in exchange for shares of a Fund, in shares of
other ING Funds and Pilgrim Funds of which you are a
shareholder. The amount designated 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 a Systematic
Exchange Privilege Authorization Form, call the Funds at
1-800-992-0180.
</TABLE>

PRICING OF SHARES

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 dividends daily and pay dividends
monthly. In addition, each Fund intends to distribute, at least annually,
substantially all of its net capital gains (the excess of net long-term capital
gains over net short-term capital losses). In determining amounts of capital
gains to be distributed, any capital loss carryovers from prior years will be
applied against capital gains.
<PAGE> 78
ING FUNDS TRUST 21
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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.

The elections described above may be made either on the Account Application
or by calling the Fund at 1-800-992-0180.

TAXES

All Funds. 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. 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.

ING National Tax-Exempt Bond Fund. If the ING National Tax-Exempt Bond
Fund complies with applicable requirements of the Code, then dividends derived
from interest on qualified state and local bonds ("tax-exempt bonds") will
constitute exempt-interest dividends and will not be subject to federal income
tax. Some portion of the exempt-interest dividends paid by the Fund could be
treated as an item of "tax preference" for purposes of the alternative minimum
tax. Under the Code, interest on certain types of tax-exempt bonds is designated
as an item of tax preference for purposes of the alternative minimum tax on
individuals and corporations. Therefore, if the Fund were to invest in such
types of bonds, you would be required to treat
<PAGE> 79
22 ING FUNDS TRUST
--------------------------------------------------------------------------------

as an item of tax preference that part of the distributions by the Fund that is
derived from interest income on such bonds.

Entities or persons who are "substantial users" (or persons related
thereto), as defined in the Code, of facilities financed by tax-exempt bonds
issued for certain private activities should consult their tax advisor before
purchasing shares of the Fund.

You are required to report the amount of tax-exempt interest received each
year, including exempt-interest dividends paid by the Fund, on your federal
income tax return. Exempt-interest dividends and other distributions paid by the
Fund are included in the tax base for determining the taxability of social
security or railroad retirement benefits. Interest on debt incurred to purchase
or carry shares of the Fund may not be deductible for federal income tax
purposes.

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 Funds' principal
risks are discussed under the heading "Bond Funds" found earlier in this
prospectus. 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. These are not the Funds' principal risks. 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.

Investments in Foreign Securities (All Funds except ING National Tax-Exempt
Bond Fund). 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.

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

High Yield Securities (ING High Yield Bond Fund, ING Intermediate Bond Fund
and ING International Bond Fund).
<PAGE> 80
ING FUNDS TRUST 23
--------------------------------------------------------------------------------

Investments in high yield securities generally provide greater income and
increased opportunity for capital appreciation than investments in higher
quality debt securities, but they also typically entail greater potential price
volatility and principal and income risk. High yield securities are not
considered investment grade, and are regarded as predominantly speculative with
respect to the issuing company's continuing ability to meet principal and
interest payments. The prices of high yield securities have been found to be
less sensitive to interest rate changes than higher-rated investments, but more
sensitive to adverse economic downturns or individual corporate developments.
High yield securities structured as zero-coupon or payment-in-kind securities
tend to be more volatile. The secondary market in which high yield securities
are traded is generally less liquid than the market for higher-grade bonds. At
times of less liquidity, it may be more difficult to value high yield
securities.

Convertible Securities (All Funds except ING National Tax-Exempt Bond
Fund). 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.

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

Asset-Backed Securities (All Funds except ING National Tax-Exempt Bond
Fund). Asset-backed securities involve certain risks that are not posed by
mortgage-related securities, resulting mainly from the fact that asset-backed
securities often do not contain the benefit of a complete security interest in
the related collateral. The risks associated
<PAGE> 81
24 ING FUNDS TRUST
--------------------------------------------------------------------------------

with asset-backed securities may be reduced by the addition of credit
enhancements such as a bank letter of credit or a third-party guarantee.

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

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

Investments in Small- and Mid-Capitalization Companies (ING High Yield Bond
Fund and ING Intermediate Bond Fund). Certain Funds may invest in small and mid
capitalization companies. Investments in mid-and small-capitalization companies
involve greater risk than is customarily associated with larger, more
established companies due to the greater business risks of small size, limited
markets and financial resources, narrow product lines and the frequent lack of
depth of management. The securities of smaller companies are often traded
over-the-counter and may not be traded in volumes typical on a national
securities exchange. Consequently, the securities of smaller companies may have
limited market stability and may be subject to more abrupt or erratic market
movements
<PAGE> 82
ING FUNDS TRUST 25
--------------------------------------------------------------------------------

than securities of larger, more established growth companies or the market
averages in general.

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

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> 83
26 ING FUNDS TRUST
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

ING INTERMEDIATE BOND FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of
period..................................... $ 9.40 $ 10.00 $ 9.40 $10.00 $ 9.40 $10.00
From investment operations(3):
Net investment income...................... 0.30 0.45 0.26 0.40 0.27 0.42
Net realized and unrealized loss........... (0.12) (0.60) (0.11) (0.61) (0.12) (0.63)
------- ------- ------ ------ ------ ------
Total from investment operations........... 0.18 (0.15) 0.15 (0.21) 0.15 (0.21)
------- ------- ------ ------ ------ ------
Distributions paid from investment income.... (0.30) (0.45) (0.27) (0.39) (0.27) (0.39)
------- ------- ------ ------ ------ ------
Net asset value per share, end of period..... $ 9.28 $ 9.40 $ 9.28 $ 9.40 $ 9.28 $ 9.40
======= ======= ====== ====== ====== ======
Net assets, end of period (in thousands)..... $29,187 $32,013 $1,469 $1,958 $2,048 $1,082
Total investment return at net asset
value(4)(5)................................ 1.96% (1.46%) 1.58% (2.13%) 1.59% (2.10%)
Ratios to average net assets(6):
Net expenses............................... 1.00% 0.96% 1.75% 1.70% 1.74% 1.71%
Gross expenses............................. 2.03% 2.12% 2.28% 2.39% 2.28% 2.44%
Net investment income...................... 6.48% 5.38% 5.69% 4.83% 5.79% 4.94%
Portfolio turnover rate(5)................... 294.77% 431.50% 294.77% 431.50% 294.77% 431.50%
</TABLE>

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

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

(2) Unaudited.

(3) Per share calculation is based on average number of shares outstanding
during the period.

(5) Not annualized.

(6) Annualized.
<PAGE> 84
ING FUNDS TRUST 27
--------------------------------------------------------------------------------

ING NATIONAL TAX-EXEMPT BOND 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)
4/30/00(2) 4/30/00(2) 4/30/00(2)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Net asset value per share, beginning of period.............. $ 10.00 $10.00 $10.00
From investment operations(3):
Net investment income..................................... 0.23 0.20 0.20
Net realized and unrealized loss.......................... (0.19) (0.21) (0.19)
------- ------ ------
Total from investment operations.......................... 0.04 (0.01) 0.01
------- ------ ------
Distributions paid from investment income................... (0.23) (0.19) (0.20)
------- ------ ------
Net asset value per share, end of period.................... $ 9.81 $ 9.80 $ 9.81
======= ====== ======
Net assets, end of period (in thousands).................... $20,211 $ 63 $ 63
Total investment return at net asset value(4)(5)............ 0.49% (0.03%) 0.10%
Ratios to average net assets(6):
Net expenses.............................................. 0.96% 1.66% 1.69%
Gross expenses............................................ 2.19% 2.37% 2.39%
Net investment income..................................... 5.02% 4.07% 4.17%
Portfolio turnover rate(5).................................. 9.89% 9.89% 9.89%
</TABLE>

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

(1) Commenced operations on November 8, 1999.

(2) Unaudited.

(3) Per share calculation is based on average number of shares outstanding
during the period.

(5) Not annualized.

(6) Annualized.
<PAGE> 85
28 ING FUNDS TRUST
--------------------------------------------------------------------------------

ING HIGH YIELD BOND FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of
period...................................... $ 9.96 $ 10.00 $ 9.96 $10.00 $ 9.96 $10.00
From investment operations(3):
Net investment income....................... 0.42 0.67 0.38 0.60 0.38 0.62
Net realized and unrealized loss............ (0.19) (0.04) (0.18) (0.05) (0.18) (0.06)
------- ------- ------ ------ ------ ------
Total from investment operations............ 0.23 0.63 0.20 0.55 0.20 0.56
------- ------- ------ ------ ------ ------
Distributions paid from:
Capital gain................................ (0.06) -- (0.06) -- (0.06) --
Investment income........................... (0.42) (0.67) (0.39) (0.59) (0.39) (0.60)
------- ------- ------ ------ ------ ------
Total distributions......................... (0.48) (0.67) (0.45) (0.59) (0.45) (0.60)
------- ------- ------ ------ ------ ------
Net asset value per share, end of period...... $ 9.71 $ 9.96 $ 9.71 $ 9.96 $ 9.71 $ 9.96
======= ======= ====== ====== ====== ======
Net assets, end of period (in thousands)...... $34,452 $30,537 $3,071 $2,374 $1,356 $ 776
Total investment return at net asset
value(4)(5)................................. 2.31% 6.37% 1.92% 5.57% 1.92% 5.67%
Ratios to average net assets(6):
Net expenses................................ 1.03% 1.00% 1.78% 1.72% 1.77% 1.73%
Gross expenses.............................. 2.18% 2.32% 2.43% 2.64% 2.42% 2.66%
Net investment income....................... 8.55% 7.53% 7.78% 6.90% 7.77% 7.01%
Portfolio turnover rate(5).................... 232.93% 756.40% 232.93% 756.40% 232.93% 756.40%
</TABLE>

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

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

(2) Unaudited.

(3) Per share calculation is based on average number of shares outstanding
during the period.

(5) Not annualized.

(6) Annualized.
<PAGE> 86
ING FUNDS TRUST 29
--------------------------------------------------------------------------------

ING INTERNATIONAL BOND FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of
period.................................... $ 8.78 $ 10.00 $ 8.78 $ 10.00 $ 8.79 $ 10.00
From investment operations(3):
Net investment income..................... 0.12 0.20 0.09 0.18 0.09 0.17
Net realized and unrealized loss(4)....... (0.73) (1.21) (0.74) (1.25) (0.72) (1.23)
------- ------- ------ ------- ------ -------
Total from investment operations.......... (0.61) (1.01) (0.65) (1.07) (0.63) (1.06)
------- ------- ------ ------- ------ -------
Distributions paid from:
Investment income......................... (0.13) -- (0.10) -- (0.11) --
Return of capital......................... -- (0.21) -- (0.15) -- (0.15)
------- ------- ------ ------- ------ -------
Total distributions....................... (0.13) (0.21) (0.10) (0.15) (0.11) (0.15)
------- ------- ------ ------- ------ -------
Net asset value per share, end of period.... $ 8.04 $ 8.78 $ 8.03 $ 8.78 $ 8.05 $ 8.79
======= ======= ====== ======= ====== =======
Net assets, end of period (in thousands).... $21,630 $23,630 $ 458 $ 520 $ 43 $ 14
Total investment return at net asset
value(5)(6)............................... (6.96%) (10.16%) (7.39%) (10.71%) (7.26%) (10.60%)
Ratios to average net assets(7):
Net expenses.............................. 1.51% 1.48% 2.15% 2.12% 2.16% 2.13%
Gross expenses............................ 2.85% 2.78% 3.09% 3.01% 3.10% 3.02%
Net investment income..................... 2.89% 2.51% 2.21% 2.26% 2.08% 2.20%
Portfolio turnover rate(6).................. 44.18% 140.92% 44.18% 140.92% 44.18% 140.92%
</TABLE>

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

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

(2) Unaudited.

(3) Per share calculation is based on average number of shares outstanding
during the period.

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

(5) Total return assumes reinvestment of all dividend and capital gain
distributions, if any, and does not reflect the deduction of the applicable
sales charges with respect to Class A shares or the applicable contingent
deferred sales charges 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.

(6) Not annualized.

(7) Annualized.
<PAGE> 87

INCPROS110100-110100

MANAGER U.S. FUNDS CUSTODIAN
ING Mutual Funds Management Co. LLC State Street Bank and Trust Company
1475 Dunwoody Drive 801 Pennsylvania Street
West Chester, PA 19380-1478 Kansas City, MO 64105
SUB-ADVISERS GLOBAL & INTERNATIONAL FUNDS CUSTODIAN
Baring International Investment Limited Brown Brothers Harriman & Co.
155 Bishopsgate 40 Water Street
London, England EC2M 3XY Boston, MA 02109
Baring Asset Management, Inc. TRANSFER AGENT
125 High Street DST Systems, Inc.
Boston, MA 02110 P.O. Box 219368
Baring Asset Management (Asia) Limited Kansas City, MO 64121-9368
19/F Edinburgh Tower, The Landmark, INDEPENDENT AUDITORS
15 Queens Road, Central, Hong Kong Ernst & Young LLP
Furman Selz Capital Management LLC 787 Seventh Avenue
230 Park Avenue New York, NY 10019
New York, NY 10169 LEGAL COUNSEL
ING Investment Management LLC Paul, Weiss, Rifkind, Wharton & Garrison
5780 Powers Ferry Road, N.W., Suite 300 1285 Avenue of the Americas
Atlanta, GA 30327 New York, NY 10019-6064
DISTRIBUTOR
ING Pilgrim Securities, Inc.
7337 East Doubletree Ranch Road
Scottsdale, AZ 85258
</TABLE>

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
1-800-992-0180.

Investment Company Act File No. 811-08895
<PAGE> 88

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FUND AT A GLANCE............................................ 1
MONEY MARKET FUND........................................... 2
ING Money Market Fund..................................... 2
FEES AND EXPENSES........................................... 4
MANAGEMENT OF THE FUND...................................... 5
PRICING ALTERNATIVES........................................ 5
HOW TO PURCHASE SHARES...................................... 7
HOW TO REDEEM SHARES........................................ 9
EXCHANGE PRIVILEGE.......................................... 11
PRICING OF SHARES........................................... 12
DIVIDENDS AND DISTRIBUTIONS................................. 13
TAXES....................................................... 13
MORE INFORMATION ABOUT STRATEGIES AND RISKS................. 14
FINANCIAL HIGHLIGHTS........................................ 16
</TABLE>

<PAGE> 89
ING FUNDS TRUST 1
--------------------------------------------------------------------------------

FUND AT A GLANCE

ING MONEY MARKET FUND

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

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

Main Risks. You could lose money. The Fund's yield will vary. There can be
no assurance that the Fund will be able to maintain a stable net asset value of
$1.00 per share.
<PAGE> 90
2 ING FUNDS TRUST
--------------------------------------------------------------------------------

MONEY MARKET FUND

ING MONEY MARKET FUND

Investment Objective. The Fund seeks to provide investors with a high
level of current income as is consistent with the preservation of capital and
liquidity and the maintenance of a stable $1.00 net asset value per share.

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

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

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

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

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

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

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

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

- Finally, portfolio maturity decisions are made based upon expected cash
flows, income opportunities available in the market and expectations of
future interest rates.

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. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
Fund. The Fund's yield will vary and the Fund may not achieve as high a level of
current income as other funds that do not limit their investments to the
high-quality securities in which the Fund invests.

Performance Summary. The following bar chart and tables depict the Fund's
annual returns and long-term performance. This information provides some
indication of the risks of investing in the Fund by showing changes in the
Fund's performance from year to year and by showing how the Fund's average
annual returns compared with those of a broad measure of market performance. The
Fund's past performance is not an indication of its future performance.

<PAGE> 91
ING FUNDS TRUST 3
--------------------------------------------------------------------------------

ANNUAL TOTAL RETURNS

The following bar chart depicts changes in the performance of the Fund's
Class A for the year ended December 31, 1999.

[ING Funds]

<TABLE>
<CAPTION>
MONEY MARKET FUND
-----------------
<S> <C>
1999 4.64
</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)....... 1.25%
---------------------------------------------------
Worst Quarter (quarter ended 6/30/99)....... 1.07%
</TABLE>

PERFORMANCE TABLE

The following performance table discloses the Fund's average annual return
as of December 31, 1999 for each class of shares.

AVERAGE ANNUAL RETURN(1)
(as of 12/31/99)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
1 Year.................... 4.64% -1.11% 2.88%
-------------------------------------------------------
Since Inception
(12/15/98).............. 4.64 -0.11 3.88
</TABLE>

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

The Fund's seven-day yields as of December 31, 1999 for the Class A, B and
C shares were 5.05%, 4.41% and 4.41%, respectively. The "seven-day yield" is an
annualized figure -- the amount you would earn if you kept your investment in
the Fund and the Fund continued to earn the same net interest income throughout
the year.

The Fund's seven-day effective yields as of December 31, 1999 for the Class
A, B and C shares were 5.18%, 4.51% and 4.51%, respectively. The "seven-day
effective yield" (also an annualized figure) assumes that dividends are
reinvested and compounded.

For the Fund's current seven-day yield and seven-day effective yield, call
the Fund at 1-800-992-0180.

<PAGE> 92
4 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 Fund.

<TABLE>
<CAPTION>
ING MONEY MARKET FUND
-----------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price)........................................... NONE NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price)............................. NONE NONE NONE
Maximum Contingent Deferred Sales Load (as a percentage of
the lesser of the net asset value at the time of
redemption or at the time of purchase).................... NONE 5.00%(1) 1.00%(2)
Redemption Fee.............................................. NONE NONE NONE
Exchange Fee................................................ NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fees............................................. 0.25% 0.25% 0.25%
Distribution (12b-1) Fees................................... 0.50% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses.............................................. 0.53% 0.40% 0.39%
---- ---- ----
TOTAL FUND OPERATING EXPENSES(3)............................ 1.53% 1.65% 1.64%
</TABLE>

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

(1) Imposed upon redemption within 6 years from purchase. The fee has scheduled
reductions after the first year.

(2) Imposed upon redemption within 1 year from purchase.

(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 from November 1, 2000
through February 28, 2001. The expense limit, if annualized, for the Fund is
0.77% for Class A shares, 1.41% for Class B shares and 1.41% for Class C
shares. Fee waiver and/or reimbursements by the Investment Manager may vary
in order to achieve such contractually obligated expense limits.

EXAMPLES

These Examples are intended to help you compare the cost of investing in
the Fund 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; 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>
MONEY MARKET FUND
ING Money Market Fund
Class A Shares......................... $156 $483 $ 834 $1,824
Class B Shares......................... $668 $820 $1,097 $1,923
Class C Shares......................... $267 $517 $ 892 $1,944
</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>
MONEY MARKET FUND
ING Money Market Fund
Class A Shares......................... $156 $483 $ 834 $1,824
Class B Shares......................... $168 $520 $ 897 $1,923
Class C Shares......................... $167 $517 $ 892 $1,944
</TABLE>

<PAGE> 93
ING FUNDS TRUST 5
--------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

The Investment Manager. ING Mutual Funds Management Co. LLC (the
"Investment Manager") serves as the 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 October
31, 2000, the Investment Manager managed over $1.50 billion in assets.

The Investment Manager supervises all aspects of the Fund's operations and
provides investment advisory services to the Fund. 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. As of October 31, 2000, the
Investment Manager advises or manages 19 investment portfolios, including the
Fund, encompassing a broad range of investment objectives.

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

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

Sub-Adviser. The Investment Manager has engaged ING Investment Management
LLC, an affiliated investment management firm, to act as sub-adviser to the
Fund. The sub-adviser has full investment discretion to make all determinations
with respect to the investment of the Fund's assets and the purchase and sale of
portfolio securities and other investments. The sub-adviser is a wholly-owned,
indirect subsidiary of ING Group and is registered with the Securities and
Exchange Commission.

ING Investment Management LLC. ING Investment Management LLC ("IIM")
serves as sub-adviser to the ING Money Market Fund. IIM is located at 5780
Powers Ferry Road, N.W., Suite 300, Atlanta, GA 30327. IIM is engaged in the
business of providing investment advice to portfolios which, as of September 30,
2000, were valued at $29.67 billion. IIM also advises other registered
investment companies.

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

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

PRICING ALTERNATIVES

The Fund offers a choice of four 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 I shares are offered under separate prospectuses. 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. Investments in any class will not be effected until investment
proceeds are converted to federal funds. 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 buy Class A shares, you will be subject to a
distribution fee of 0.50% and a shareholder servicing fee of 0.25%.

If you select Class B or C shares, 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. In addition, you may be subject to a deferred sales load when you sell
Class B or Class C shares.

The Fund's shares are distributed by ING Pilgrim Securities, Inc. (the
"Distributor"), an affiliate of the Investment Manager. The Fund's shares may be
sold by retail broker-dealers that are under common control with the Fund. 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, ING Barings LLC, Washington Square Securities,
PrimeVest Financial Services, Granite Investment Services, Split Rock Financial,
Inc., BancWest Investment Services, and Financial Northeastern Securities, Inc.

<PAGE> 94
6 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 Fund or from the Fund or from the Fund or
through authorized through authorized through authorized
securities dealers securities dealers securities dealers
or investment or investment or investment
advisors. advisors. advisors.
No. Entire purchase No. Entire purchase No. Entire purchase
Initial Sales Load? price is invested in price is invested in price is invested in
shares of the Fund. shares of the Fund. shares of the Fund.
Deferred Sales No. Yes. Payable if you Yes. Payable if you
Load? redeem within six redeem within one
years of purchase. year of purchase.
Redemption Fee? No. No. No.
Account Maintenance 0.25% Shareholder 0.25% Shareholder 0.25% Shareholder
and Distribution Servicing Fee; 0.50% Servicing Fee; 0.75% Servicing Fee; 0.75%
Fees? Distribution Fee Distribution Fee Distribution Fee
under a Rule 12b-1 under a Rule 12b-1 under a Rule 12b-1
Plan. Plan. Plan.
Conversion to Class Not Applicable. Yes, automatically No.
A Shares? after eight years.
</TABLE>

CLASS A SHARES

No initial sales load is applied to Class A shares of the Fund in this
Prospectus.

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 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 Class A shares. 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.

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

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

- Mandatory minimum post-retirement withdrawals from an IRA or other
retirement plan if you are over 70 1/2 years old.

- Redemptions resulting from shareholder death or permanent disability as
long as the waiver request is made within one year of death or permanent
disability.
<PAGE> 95
ING FUNDS TRUST 7
--------------------------------------------------------------------------------

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 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. 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.

- Mandatory minimum post-retirement withdrawals from an IRA or other
retirement plan if you are over 70 1/2 years old.

- Redemptions resulting from shareholder death or permanent disability as
long as the waiver request is made within one year of death or permanent
disability.

Class C shares do not offer a conversion privilege.

HOW TO PURCHASE SHARES

Orders for the purchase of shares of the Fund will be executed at the net
asset value per share (the "public offering price") next determined after an
order has been received. The public offering price of the 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 and the Federal Reserve Bank are open for
business.

Notwithstanding the foregoing, a purchase order for shares of the Fund
within this Prospectus must generally be received by a specified "cut-off" time
to be executed on the same day at the price per share next determined, provided
that the Fund's custodian receives federal funds or other immediately available
funds by 4 p.m. Eastern time. The cut-off time applicable to the ING Money
Market Fund is 4:00 p.m. Eastern time.
<PAGE> 96
8 ING FUNDS TRUST
--------------------------------------------------------------------------------

The minimum initial investment in the Fund is $1,000 ($250 for an IRA
investment or any qualified plan). Any subsequent investments must be at least
$100, 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.

When you purchase shares of the Fund, please specify the class of shares
that you wish to purchase. If you do not choose a class of shares, then your
investment will be made in Class A shares. Cash, travelers checks, third party
checks, money orders and checks drawn on non-U.S. banks will not be accepted.
All initial investments may be made using any of the following methods:

<TABLE>
<CAPTION>
<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 219368
Kansas City, MO 64121-9368
Or by express, registered, or certified mail to:
ING Funds
c/o DST Systems, Inc.
330 W. 9th Street
Kansas City, MO 64105
Through an Authorized Contact your broker or investment adviser for
Broker or Investment instructions on purchasing shares through their
Adviser organizations. These organizations may impose additional
requirements and charges for the services rendered.
By Wire First contact the Fund at 1-800-336-3436 to obtain the
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 # 751-8315
Credit to [insert the ING Fund name]
For Account of [insert your ING Fund account number]
After wiring funds you must complete the Account
Application and send it to:
ING Funds
P.O. Box 219368
Kansas City, Missouri 64121-9368
</TABLE>

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

<TABLE>
<S> <C>
Pre-Authorized Investment This plan permits you to purchase Fund shares (minimum of
Plan $100 per transaction) on a monthly basis by transferring
funds from your bank account. This plan also permits you
to purchase Fund shares by having your employer
automatically transfer a portion of your paycheck to the
Fund. In addition, social security recipients may have
all or a portion of their social security check
transferred automatically to purchase Fund shares. Call
the Fund at 1-800-992-0180 to obtain the necessary
authorization form. The Fund reserves the right upon 30
days' written notice to make reasonable charges for this
service.
</TABLE>

HOW TO REDEEM SHARES

You may redeem your shares, in whole or in part, on each day the 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 Fund.

When purchases are made by check in the Fund, redemption proceeds will be
made available immediately upon clearance of the purchase check, which may take
up to 15 calendar days. You may avoid this delay by investing through wire
transfers of federal funds.

The Fund will ordinarily send the payment for shares redeemed by check to
you, at the address of record, within three business days after receipt of your
redemption request. 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>
<CAPTION>
<S> <C>
By Mail Send your letter of instructions for redemption to the
appropriate address by regular mail to:
ING Funds
P.O. Box 219368
Kansas City, MO 64121-9368
Or by express, registered or certified mail to:
ING Funds
c/o DST Systems, Inc.
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 IRAs or other retirement plans. Please call the Fund
at 1-800-992-0180 for instructions.
</TABLE>

<PAGE> 98
10 ING FUNDS TRUST
--------------------------------------------------------------------------------

<TABLE>
<S> <C>
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 representative at 1-800-992-0180 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 (subject to a minimum
of $5,000) will be wired to your predesignated bank
account. If no pre-designated bank account is on file, a
check (up to a maximum of $100,000) 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 the Fund's
representative at the above phone number. Telephone
redemptions will be suspended for a period of 30 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 You may redeem your shares by contacting your authorized
Broker or Investment broker or investment advisor and instructing him or her
Adviser to redeem your shares. Your representative will then
contact the Fund 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 Provided your account has a current value of at least
Plan $10,000, you may arrange to receive automatic cash
payments (minimum $100) periodically. You may choose from
monthly, quarterly, semi-annual or annual payments. Call
1-800-992-0180 for more information and an enrollment
form.
By Checkwriting A check redemption ($100 minimum/no maximum) feature is
available to shareholders of the Fund within this
Prospectus. Checks are free and a Checkwriting
Authorization and Signature Card may be obtained by
contacting the Fund at 1-800-992-0180. Checks will be
sent to you by first class mail upon receipt of a
properly completed Authorization and Signature Card. You
will be charged $20 for each check returned unpaid for
insufficient funds.
</TABLE>

<PAGE> 99
ING FUNDS TRUST 11
--------------------------------------------------------------------------------

The Fund reserves the right to redeem in kind. That is, the Fund 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 Fund may ask that
you increase your account balance if the value of your account falls below
$1,000 ($250 for IRAs) as a result of redemptions or exchanges. If the account
balance remains below the minimum requirement for 30 days after you are
notified, the Fund may close your account and send you the redemption proceeds.

Signature Guarantees. A signature guarantee is designed to protect the
investor, the Fund and its agents by verifying the signature of certain
investors seeking to redeem, transfer, or exchange shares of the Fund. 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 30 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.

Telephone Orders. The Fund and its transfer agent will not be responsible
for the authenticity of phone instructions or losses, if any, resulting from
unauthorized shareholder transactions if they reasonably believe that such
instructions were genuine. The Fund and its transfer agent have established
reasonable procedures to confirm that instructions communicated by telephone are
genuine. These procedures include recording telephone instructions for exchanges
and expedited redemptions, requiring the caller to give certain specific
identifying information, and providing written confirmation to shareholders of
record not later than five days following any such telephone transactions. If
the Fund and its transfer agent do not employ these procedures, they may be
liable for any losses due to unauthorized or fraudulent telephone instructions.

EXCHANGE PRIVILEGE

Investors who purchase Class A shares of the ING Money Market Fund may
exchange their shares for Class A shares for shares of any other ING Fund or
Pilgrim Fund which permits exchanges. Any sales load previously paid on the
shares being exchanged will be credited toward the sales load payable on the
shares being acquired. If a sales load has not been previously paid, then
non-money market shares being acquired may charge a sales load.

Except as described below, Class B shares and Class C shares of the Fund
may be exchanged from the ING Money Market Fund but not into the ING Money
Market Fund, based on the per share net asset values, for the same class of
shares of any other ING Fund or Pilgrim Fund which permits exchanges.

Your exchange will be processed at the next determined net asset value (or
offering price, if there is a sales load) after the Fund receives 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> 100
12 ING FUNDS TRUST
--------------------------------------------------------------------------------

You may only exchange shares into an ING Fund or Pilgrim Fund which is
authorized for sale in your state of residence. The Fund may limit each account
to four exchanges per calendar year. The Fund may change or discontinue the
exchange privilege after giving you 60 days' prior notice. The Fund may also, on
60 days' prior notice, impose charges of up to $5 for exchanges. 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 1-800-992-0180. 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
By Mail Send a letter of instruction to the Fund 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 219368
Kansas City, MO 64121-9368
Or by express, registered or certified mail to:
ING Funds
c/o DST Systems, Inc.
330 W. 9th Street
Kansas City, MO 64105
Systematic Exchange Provided your initial account balance is at least $5,000,
Privilege the Systematic Exchange Privilege enables you to invest
regularly, in exchange for shares of the Fund, in shares
of other ING Funds and Pilgrim Funds of which you are a
shareholder. The amount designated will be exchanged
automatically according to the schedule you have
selected. The right to exercise this privilege may be
changed or terminated by the Fund upon 60 days' prior
notice. For more information on this privilege or to
obtain Systematic Exchange Privilege Authorization Form,
call the Fund at 1-800-992-0180.
</TABLE>

PRICING OF SHARES

The Fund prices its shares based on its net asset value. The Fund uses the
amortized cost method to value its portfolio securities and seek to maintain a
constant net asset value of $1.00 per share, although there may be circumstances
under which this goal cannot be achieved. The amortized cost method involves
valuing a security at its cost and amortizing any discount or premium over the
period until maturity, regardless of the impact of fluctuating interest rates on
the market value of the security. Although the Board of Trustees has established
procedures designed to
<PAGE> 101
ING FUNDS TRUST 13
--------------------------------------------------------------------------------

stabilize, to the extent reasonably possible, the share price of the Fund, there
can be no assurance that the Fund's net asset value can be maintained at $1.00
per share.

The 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 and the Federal
Reserve Bank are open for business. The price at which a purchase or redemption
is effected is based on the next calculation of the Fund's net asset value after
the order is placed.

DIVIDENDS AND DISTRIBUTIONS

The 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). The Fund will declare dividends daily and pay dividends monthly. In
addition, the 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 the
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.

You may also elect to automatically invest dividends and distributions paid
by the 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 the 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 1-800-992-0180.

TAXES

The Fund is treated as a separate entity for federal income tax purposes.
The 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, the Fund
generally will not be subject to federal income tax to the extent that it
distributes investment company taxable income and net realized capital gains in
the manner required under the Code.

Distributions by the 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. Distributions by
the Fund of the excess, if any, of its net long-term capital gain over its net
short-term capital loss are designated as capital gain dividends and are taxable
as long-term capital gains, regardless of the length of time you have held your
shares.

Distributions will be treated in the same manner for federal income tax
purposes whether you receive them in cash or reinvest them in additional shares
of the Fund. In general, distributions by the 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 the Fund and received by
you on December 31 of the preceding year.

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 the 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 the Fund.
In order to avoid this backup withholding, you must provide the Fund with a
correct taxpayer identification number or certify that you are otherwise exempt
from or not subject to backup withholding.
<PAGE> 102
14 ING FUNDS TRUST
--------------------------------------------------------------------------------

You will be notified annually as to the federal tax status of distributions
made by the Fund 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 Fund in your particular circumstances.

MORE INFORMATION ABOUT STRATEGIES AND RISKS

The Fund's risk profile is largely a factor of the principal securities in
which it invests and investment techniques that it uses. The Fund's principal
risks are discussed under the heading "Money Market Fund" founded earlier in
this prospectus. The following pages discuss the risks associated with certain
of the types of securities in which the Fund may invest and certain of the
investment practices that the Fund may use. These are not the Fund's principal
risks. For more information about these and other types of securities and
investment techniques used by the Fund, see the Statement of Additional
Information.

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

U.S. Government Agency Securities. 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.

Other Investment Companies. The 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 the 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. The Fund may invest up to 10% 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. 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 the 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. Asset-backed securities involve certain risks
that are not posed by mortgage-related securities, resulting mainly from the
fact that asset-backed securities often do not contain the benefit of a complete
security interest in the related collateral. The risks associated with
asset-backed securities may be reduced by the addition of credit enhancements
such as a bank letter of credit or a third-party guarantee.

Repurchase Agreements. The Fund may enter into repurchase agreements,
which involve the purchase by the 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.
<PAGE> 103
ING FUNDS TRUST 15
--------------------------------------------------------------------------------

Lending Portfolio Securities. In order to generate additional income, the
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. The 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 the 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, the 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.

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

Percentage Investment Limitations. Unless otherwise stated, percentage
limitations in this prospectus apply at the time of investment.
<PAGE> 104
16 ING FUNDS TRUST
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the ING
Money Market Fund's financial performance for the six month period ended April
30, 2000 and 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 Fund (assuming reinvestment of all dividends and
distributions). Past performance does not guarantee future results. The
information pertaining to the period ended October 31, 1999 has been audited by
Ernst & Young LLP, independent auditors, whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.

ING MONEY MARKET FUND

For a share of beneficial interest outstanding throughout each period:

<TABLE>
<CAPTION>
CLASS A SHARES(1) CLASS B SHARES(1) CLASS C SHARES(1)
---------------------- ---------------------- ----------------------
4/30/00(2) 10/31/99 4/30/00(2) 10/31/99 4/30/00(2) 10/31/99
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value per share, beginning of
period.................................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
From investment operations:(3)
Net investment income..................... 0.03 0.04 0.02 0.03 0.02 0.03
Net realized and unrealized gain.......... -- -- -- -- -- --
-------- -------- ------ ------ ------ ------
Total from investment operations.......... 0.03 0.04 0.02 0.03 0.02 0.03
-------- -------- ------ ------ ------ ------
Distributions paid from investment income... (0.03) (0.04) (0.02) (0.03) (0.02) (0.03)
-------- -------- ------ ------ ------ ------
Net asset value per share, end of period.... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ====== ====== ====== ======
Net assets, end of period (in thousands).... $346,411 $228,124 $3,789 $1,173 $ 471 $ 444
Total investment return at net asset
value(4).................................. 2.61%(5) 3.98% 2.28%(5) 3.31% 2.28%(5) 3.30%
Ratios to average net assets:(6)
Net expenses.............................. 0.75% 0.73% 1.38% 1.41% 1.40% 1.41%
Gross expenses............................ 1.43% 1.67% 1.68% 1.79% 1.69% 1.78%
Net investment income..................... 5.21% 4.59% 4.60% 3.85% 4.52% 3.89%
</TABLE>

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

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

(2) Unaudited.

(3) Per share calculation is based on average number of shares outstanding
during the period.

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

(5) Not annualized.

(6) Annualized.
<PAGE> 105

(This page intentionally left blank)
<PAGE> 106

MMPROS110100-110100

MANAGER TRANSFER AGENT
ING Mutual Funds Management Co. LLC DST Systems, Inc.
1475 Dunwoody Drive P.O. Box 219368
West Chester, PA 19380-1478 Kansas City, MO 64121-9368
SUB-ADVISER INDEPENDENT AUDITORS
ING Investment Management LLC Ernst & Young LLP
5780 Powers Ferry Road, N.W., Suite 300 787 Seventh Avenue
Atlanta, GA 30327 New York, NY 10019
DISTRIBUTOR LEGAL COUNSEL
ING Pilgrim Securities, Inc. Paul, Weiss, Rifkind, Wharton & Garrison
7337 East Doubletree Ranch Road 1285 Avenue of the Americas
Scottsdale, AZ 85258 New York, NY 10019-6064
CUSTODIAN
State Street Bank and Trust Company
801 Pennsylvania Street
Kansas City, MO 64105
</TABLE>

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
1-800-992-0180.

Investment Company Act File No. 811-08895
<PAGE> 107
STATEMENT OF ADDITIONAL INFORMATION

ING Funds Trust
1475 Dunwoody Drive
West Chester, PA 19380
General and Account Information: 1-800-992-0180

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

ING PILGRIM SECURITIES, INC., Distributor and Principal Underwriter

("IPS" or the "Distributor")

This Statement of Additional Information ("SAI") describes the shares
of 21 funds (each, a "Fund" or, collectively, the "Funds") managed by IMFC. Each
Fund is a portfolio of ING Funds Trust (the "Trust"), an open-end management
investment company. The Funds are:

<TABLE>
<CAPTION>
Stock Funds Bond Funds Money Market Funds
----------- ---------- ------------------
<S> <C> <C>
ING Large Cap Growth Fund ING Intermediate Bond Fund
ING Growth & Income Fund ING High Yield Bond Fund ING Money Market Fund
ING Mid Cap Growth Fund ING International Bond Fund ING National Tax-Exempt
ING Small Cap Growth Fund ING National Tax-Exempt Bond Money Market Fund*
ING Global Brand Names Fund Fund
ING International Equity Fund
ING Emerging Markets Equity Fund
ING European Equity Fund
ING Tax Efficient Equity Fund
ING Focus Fund
ING Global Information
Technology Fund
ING Global Communications Fund
ING Global Real Estate Fund*
ING Internet Fund
ING Internet Fund II*
</TABLE>

* Fund not currently being offered.

This SAI is not a prospectus and is only authorized for distribution when
preceded or accompanied by the current Prospectus for the Funds, dated November
6, 2000, as amended or supplemented from time to time. This SAI contains
additional and more detailed information than that set forth in the Prospectus
and should be read in conjunction with the Prospectus. The Prospectus may be
obtained without charge by writing or calling the Funds at the address and
telephone number printed above.

November 6, 2000

<PAGE> 108
STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
INVESTMENT POLICIES AND RISKS.................................................................................... 1
Common Stocks........................................................................................... 1
Preferred Stocks........................................................................................ 1
U.S. Treasury Obligations............................................................................... 1
U.S. Government Securities.............................................................................. 1
STRIPS and Zero Coupon Securities....................................................................... 1
When-Issued, Delayed Delivery Securities and Forward Commitments........................................ 2
Warrants ............................................................................................... 2
Commercial Paper........................................................................................ 2
Domestic and Foreign Bank Obligations................................................................... 3
Corporate Debt Securities............................................................................... 4
Mortgage-Related Securities............................................................................. 4
GNMA Certificates....................................................................................... 5
FNMA Certificates....................................................................................... 5
FHLMC Securities........................................................................................ 6
FHLMC Certificates...................................................................................... 6
Non-Agency Mortgage-Backed Securities................................................................... 7
Adjustable Rate Mortgage Securities..................................................................... 7
Collateralized Mortgage Obligations..................................................................... 8
Real Estate Securities.................................................................................. 8
Open-End And Closed-End Investment Companies............................................................ 9
Asset-Backed Securities................................................................................. 9
Foreign Securities...................................................................................... 10
Emerging Country and Emerging Securities Markets........................................................ 10
Depository Receipts..................................................................................... 11
Convertible Securities.................................................................................. 12
Variable Rate Demand Obligations And Floating Rate Instruments.......................................... 12
Guaranteed Investment Contracts......................................................................... 13
Private Funds........................................................................................... 13
Options On Securities................................................................................... 13
Over-The-Counter Options................................................................................ 14
Options On Indices...................................................................................... 15
Foreign Currency Options................................................................................ 16
Dollar Roll Transactions................................................................................ 16
Swap Agreements......................................................................................... 17
Foreign Currency Futures Transactions................................................................... 17
Foreign Government Obligations; Securities of Supranational Entities.................................... 17
Interest Rate Futures Contracts......................................................................... 18
Short Sales............................................................................................. 18
Loans Of Portfolio Securities........................................................................... 19
</TABLE>
<PAGE> 109

<TABLE>
<S> <C>
Repurchase Agreements................................................................................... 19
Borrowing............................................................................................... 19
Reverse Repurchase Agreements........................................................................... 20
Lower-Rated Securities.................................................................................. 20
Illiquid Securities..................................................................................... 21
ADDITIONAL RISK CONSIDERATIONS................................................................................... 22
General ................................................................................................ 22
Equity Securities....................................................................................... 22
Real Estate Securities.................................................................................. 23
Foreign Securities...................................................................................... 24
Fixed Income Securities................................................................................. 24
Options and Futures Contracts........................................................................... 24
Techniques Involving Leverage........................................................................... 25
Non-Diversified Investment Companies.................................................................... 26
Concentration........................................................................................... 26
Portfolio Turnover...................................................................................... 26
INVESTMENT RESTRICTIONS.......................................................................................... 27
MANAGEMENT ...................................................................................................... 28
Trustees and Officers.................................................................................. 28
Investment Manager..................................................................................... 31
Sub-Advisers........................................................................................... 32
Distribution of Fund Shares............................................................................ 33
Administration......................................................................................... 33
Account Services....................................................................................... 34
Rule 12b-1 Distribution Plan........................................................................... 34
Shareholder Servicing Plan............................................................................. 36
DETERMINATION OF NET ASSET VALUE................................................................................. 37
ADDITIONAL PURCHASE INFORMATION.................................................................................. 39
Description of Class A Shares.......................................................................... 39
Description of Class B Shares.......................................................................... 43
Description of Class C Shares.......................................................................... 45
Description of Class I Shares.......................................................................... 46
Minimum Account Balance................................................................................ 46
Reinvestment Privilege................................................................................. 47
ADDITIONAL REDEMPTION INFORMATION................................................................................ 47
Signature Guarantees................................................................................... 47
Redemption in Kind..................................................................................... 48
Telephone Redemption and Exchange Privileges........................................................... 48
PURCHASE AND REDEMPTION PLANS.................................................................................... 49
BROKER-DEALER COMPENSATION....................................................................................... 52
PORTFOLIO TRANSACTIONS........................................................................................... 53
Portfolio Turnover..................................................................................... 55
TAXATION ........................................................................................................ 55
</TABLE>

<PAGE> 110

<TABLE>
<S> <C>
OTHER INFORMATION ............................................................................................... 61
Capitalization......................................................................................... 61
Voting Rights.......................................................................................... 62
Performance Information................................................................................ 62
Principal Holders of Fund Shares....................................................................... 65
Code of Ethics......................................................................................... 78
Custodian.............................................................................................. 78
Legal Counsel.......................................................................................... 79
Independent Auditors................................................................................... 79
FINANCIAL STATEMENTS............................................................................................. 79
APPENDIX ........................................................................................................ 80
</TABLE>

<PAGE> 111
INVESTMENT POLICIES AND RISKS

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

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

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

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

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

STRIPS AND ZERO COUPON SECURITIES . (All Funds). Each Fund may
invest in separately traded principal and interest components of securities
backed by the full faith and credit of the United States Treasury. The principal
and interests components of United States Treasury

1
<PAGE> 112
bonds with remaining maturities of longer than ten years are eligible to be
traded independently under the Separate Trading of Registered Interest and
Principal of Securities ("STRIPS") program. Under the STRIPS program, the
principal and interest components are separately issued by the United States
Treasury at the request of depository financial institutions, which then trade
the component parts separately. The interest component of STRIPS may be more
volatile than that of United States Treasury bills with comparable maturities.
The Funds will not actively trade in STRIPS.

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

WHEN-ISSUED, DELAYED-DELIVERY SECURITIES AND FORWARD
COMMITMENTS (All Funds). The Funds may purchase securities on a when-issued or
delayed-delivery basis and may purchase or sell securities on a forward
commitment basis. When-issued or delayed-delivery transactions arise when
securities are purchased by a Fund with payment and delivery taking place in the
future in order to secure what is considered to be an advantageous price and
yield to the Fund at the time of entering into the transaction. A forward
commitment transaction is an agreement by a Fund to purchase or sell securities
at a specified future date. When a Fund engages in these transactions, the Fund
relies on the buyer or seller, as the case may be, to consummate the sale.
Failure to do so may result in the Fund missing the opportunity to obtain a
price or yield considered to be advantageous. When-issued and delayed-delivery
transactions and forward commitment transactions may be expected to occur a
month or more before delivery is due. However, no payment or delivery is made by
a Fund until it receives payment or delivery from the other party to the
transaction. A separate account containing only liquid assets equal to the value
of purchase commitments will be maintained until payment is made. The securities
so purchased are subject to market fluctuation during this period and no income
accrues to the Fund until settlement takes place. While the Funds normally enter
into these transactions with the intention of actually receiving or delivering
the securities, they may sell these securities before the settlement date or
enter into new commitments to extend the delivery date into the future, if the
Sub-Adviser considers such action advisable as a matter of investment strategy.
Such securities have the effect of leverage on the Funds and may contribute to
volatility of a Fund's net asset value.

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

COMMERCIAL PAPER (All Funds except ING National Tax-Exempt
Money Market Fund). Commercial paper includes short-term unsecured promissory
notes, variable rate demand notes and variable rate master demand notes issued
by domestic and foreign bank holding companies, corporations and financial
institutions and similar taxable instruments issued by government agencies and
instrumentalities. All commercial paper purchased by the ING Money Market Fund
is, at the time of investment, (i) rated in the highest rating categories by at
least two

2
<PAGE> 113
nationally recognized statistical rating organizations ("NRSROs"), (ii) issued
or guaranteed as to principal and interest by issuers having an existing debt
security rating in the highest rating categories by a least two NRSROs, or (iii)
securities which, if not rated or single rated, are, in the opinion of the
Fund's Sub-Adviser, of an investment quality comparable to rated commercial
paper in which the Fund may invest. See "Variable Rate Demand Obligations and
Floating Rate Instruments."

DOMESTIC AND FOREIGN BANK OBLIGATIONS (All Funds). These
obligations include but are not restricted to certificates of deposit,
commercial paper, Yankee dollar certificates of deposit, bankers' acceptances,
Eurodollar certificates of deposit and time deposits, promissory notes and
medium-term deposit notes. The Funds will not invest in any obligations of their
affiliates, as defined under the Investment Company Act of 1940 (the"1940 Act").

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

Fixed time deposits may be withdrawn on demand by the
investor, but may be subject to early withdrawal penalties which vary depending
upon market conditions and the remaining maturity of the obligation. There are
no contractual restrictions on the right to transfer a beneficial interest in a
fixed time deposit to a third party, although there is no market for such
deposits. Investments in fixed time deposits subject to withdrawal penalties
maturing in more than seven days may not exceed 15% of the value of the net
assets of the Funds (10% of the value of the net assets in the case of money
market funds).

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

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

3
<PAGE> 114

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

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

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

MORTGAGE-RELATED SECURITIES (All Funds except ING National
Tax-Exempt Bond Fund, ING National Tax-Exempt Money Market Fund). To the extent
permitted by the Funds' policies, the Funds may invest in mortgage-backed
securities, including those which represent undivided ownership interests in
pools of mortgages. The U.S. Government or the issuing agency or instrumentality
guarantees the payment of interest on and principal of these securities.
However, the guarantees do not extend to the yield or value of the securities
nor do the guarantees extend to the yield or value of a Fund's shares.
Consistent with the Funds' respective investment objective and policies,
mortgages backing the securities which may be purchased by the Funds include
conventional thirty-year fixed-rate mortgages, graduated payment mortgages,
fifteen-year mortgages, adjustable rate mortgages and balloon payment mortgages.
A balloon payment mortgage-backed security is an amortized mortgage security
with installments of principal and interest, the last installment of which is
predominantly principal. All of these mortgages can be used to create
pass-through securities. A pass-through security is formed when mortgages are
pooled together and undivided interests in the pool or pools are sold. The cash
flow from the mortgages is passed through to the holders of the securities in
the form of periodic payments of interest, principal and prepayments (net of a
service fee). Prepayments occur when the holder of an undivided mortgage prepays
the remaining principal before the mortgage's scheduled maturity date. As a
result of the pass-through of prepayments of principal on the underlying
securities, mortgage-backed securities are often subject to more rapid
prepayment of principal then their stated maturity would indicate. The remaining
expected average life of a pool of mortgage loans underlying a mortgage-backed
security is a prediction of when the mortgage loans will be repaid and is based
upon a variety of factors, such as the demographic and geographic
characteristics of the borrowers and the mortgaged properties, the length of
time that each of the mortgage loans has been outstanding, the interest rates
payable on the mortgage loans and the current interest rate environment.

During periods of declining interest rates, prepayment of
mortgages underlying mortgage-backed securities can be expected to accelerate.
When mortgage obligations are prepaid,

4
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the Funds reinvest the prepaid amounts in securities, the yields of which
reflect interest rates prevailing at that time. Therefore, a Fund's ability to
maintain a portfolio of high-yielding mortgage-backed securities will be
adversely affected to the extent that prepayments of mortgages are reinvested in
securities which have lower yields than the prepaid mortgages. Moreover,
prepayments of mortgages which underlie securities purchased at a premium
generally will result in capital losses.

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

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

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

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

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mortgage loans; (iv) variable rate California mortgage loans; (v) other
adjustable rate mortgage loans; and (vi) fixed rate mortgage loans secured by
multifamily projects.

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

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

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

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

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

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

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

NON-AGENCY MORTGAGE-BACKED SECURITIES (All Funds except ING
National Tax-Exempt Bond Fund and ING National Tax-Exempt Money Market Fund).
Certain non-agency private entities also issue mortgage-backed securities. Other
than lacking the guarantee by the full faith and credit of the United States,
the mortgage-backed securities issued by private issuers generally have
characteristics and risks comparable to those issued by GNMA, as discussed
above. Some mortgage-backed securities issued by non-agency private issuers may
be supported by a pool of mortgages not acceptable to the agency issuers and
thus may carry greater risks. Consistent with the Funds' investment objective,
policies and quality standards, the Funds may invest in these mortgage-backed
securities issued by non-agency private issuers.

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

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

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

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District Home Loan Bank Cost of Funds index (often related to ARMS issued by
FNMA), tend to lag changes in market rate levels and tend to be somewhat less
volatile.

COLLATERALIZED MORTGAGE OBLIGATIONS (All Funds except ING
National Tax-Exempt Bond Fund and ING National Tax-Exempt Money Market Fund).
Certain issuers of collateralized mortgage obligations (CMOs), including certain
CMOs that have elected to be treated as Real Estate Mortgage Investment Conduits
(REMICs), are not considered investment companies pursuant to a rule adopted by
the Securities and Exchange Commission ("SEC"), and the Funds may invest in the
securities of such issuers without the limitations imposed by the 1940 Act, on
investments by the Funds in other investment companies. In addition, in reliance
on an earlier SEC interpretation, a Fund's investments in certain other
qualifying CMOs, which cannot or do not rely on the rule, are also not subject
to the limitation of the 1940 Act on acquiring interests in other investment
companies. In order to be able to rely on the SEC's interpretation, these CMOs
must be unmanaged, fixed asset issuers, that (a) invest primarily in
mortgage-backed securities, (b) do not issue redeemable securities, (c) operate
under general exemptive orders exempting them from all provisions of the 1940
Act and (d) are not registered or regulated under the 1940 Act as investment
companies. To the extent that a Fund selects CMOs or REMICs that cannot rely on
the rule or do not meet the above requirements, the Fund may not invest more
than 10% of its assets in all such entities and may not acquire more than 3% of
the voting securities of any single such entity.

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

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

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

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

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

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

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

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

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with asset-backed securities are often reduced by the addition of credit
enhancements such as a letter of credit from a bank, excess collateral or a
third-party guarantee.

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

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

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

The Funds also are authorized to use a proxy currency to hedge
a foreign exchange risk. This is done by using a forward foreign exchange
contract in a currency other than the currency of the asset subject to hedging.
By engaging in cross-hedging transactions, a Fund assumes the risk of imperfect
correlation between the subject currencies. This practice may present risks
different from, or in addition to, the risks associated with investments in
foreign currencies made to lock in the U.S. dollar price of a security.

EMERGING COUNTRY AND EMERGING SECURITIES MARKETS (ING Emerging
Markets Equity Fund, ING International Equity Fund, ING High Yield Bond Fund,
ING Intermediate Bond Fund and ING International Bond Fund). Trading volume on
emerging country stock exchanges is substantially less than that on the New York
Stock Exchange. Further, securities of some emerging country or emerging market
companies are less liquid and more volatile than securities of comparable U.S.
companies. Similarly, volume and liquidity in most emerging country bond markets
is substantially less than in the U.S. and, consequently, volatility of price
can be greater than in the U.S. Fixed commissions on emerging country stock or
emerging market exchanges are generally higher than negotiated commissions on
U.S. exchanges, although the Fund

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endeavors to achieve the most favorable net results on its portfolio
transactions and may be able to purchase the securities in which the Fund may
invest on other stock exchanges where commissions are negotiable. Foreign stock
exchanges, brokers and listed companies are generally subject to less government
supervision and regulation than in the United States. The customary settlement
time for foreign securities may be longer than the five-day customary settlement
time for United States securities.

Companies in emerging countries are not generally subject to
uniform accounting, auditing and financial reporting standards, practices and
disclosure requirements comparable to those applicable to U.S. companies.
Consequently, there may be less publicly available information about an emerging
country company than about a U.S. company. Further, there is generally less
governmental supervision and regulation of foreign stock exchanges, brokers and
listed companies than in the U.S.

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

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

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

Investments in ADRs involve certain risks not typically
involved in purely domestic investments, including future foreign political and
economic developments, and the possible imposition of foreign governmental laws
or restrictions applicable to such investments. Securities of foreign issuers
through ADRs are subject to different economic, financial, political and social
factors. Individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resources, self-sufficiency and balance of
payments position. With respect to certain countries, there is the possibility
of expropriation of assets, confiscatory taxation, political or social
instability or diplomatic developments which could adversely affect the value of
the particular ADR. There may be less publicly available information about a
foreign company than about a U.S. company, and there may be less governmental
regulation and supervision of foreign stock exchanges, brokers and listed
companies. In addition, such companies may use different accounting and
financial standards (and certain currencies may become unavailable for transfer
from a foreign currency), resulting in a

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Fund's possible inability to convert proceeds realized upon the sale of
portfolio securities of the affected foreign companies immediately into U.S.
currency. The Funds may also invest in European Depository Receipts ("EDRs") and
Global Depositary Receipts ("GDRs"). EDRs are receipts issued in bearer form by
a European financial institution and traded in European securities' markets.
GDRs are receipts issued globally. EDRs are designed for trading in European
Markets and GDRs are designed for trading in non-U.S. securities markets.
Investments in EDRs and GDRs involve similar risks as ADRs.

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

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

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

VARIABLE RATE DEMAND OBLIGATIONS AND FLOATING RATE
INSTRUMENTS. (All Funds). The Funds may acquire variable rate demand
obligations. Variable and floating rate instruments are frequently not rated by
credit rating agencies; however, unrated variable and floating rate instruments
purchased by a Fund will be determined by the Sub-Adviser to be of comparable
quality at the time of purchase to rated instruments eligible for purchase by
the Funds. In making such determinations, the Sub-Adviser will consider the
earning power, cash flows and other liquidity ratios of the issuers of such
instruments (such issuers include financial,

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merchandising, investment banking, bank holding and other companies) and will
continuously monitor their financial condition. There may not be an active
secondary market with respect to a particular variable or floating rate
instrument purchased by a Fund. The absence of such an active secondary market
could make it difficult for a Fund to dispose of the variable or floating rate
instrument involved. In the event the issuer of the instrument defaulted on its
payment obligations, a Fund could, for this or other reasons, suffer a loss to
the extent of the default. Variable and floating rate instruments may be secured
by bank letters of credit, guarantees or lending commitments.

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

PRIVATE FUNDS (All Stock Funds and ING High Yield Bond Fund).
The Funds may invest in U.S. or foreign private limited partnerships or other
investment funds ("Private Funds"). Investments in Private Funds may be highly
speculative and volatile. Because Private Funds generally are investment
companies for purposes of the 1940 Act, the Fund's ability to invest in them
will be limited. In addition, Fund shareholders will remain subject to the
Fund's expenses while also bearing their pro rata share of the operating
expenses of the Private Funds. The ability of the Fund to dispose of interests
in Private Funds is very limited and involves risks, including loss of the
Fund's entire investment in the Private Fund.

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

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

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

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

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

A writer or purchaser of a put or call option can terminate it
voluntarily only by entering into a closing transaction. In the case of OTC
options, there can be no assurance that a continuous liquid secondary market
will exist for any particular option at any specific time.

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Consequently, a Fund may be able to realize the value of an OTC option it has
purchased only by exercising it or entering into a closing sale transaction with
the dealer that issued it. Similarly, when a Fund writes an OTC option, it
generally can close out that option prior to its expiration only by entering
into a closing purchase transaction with the dealer to which the Fund originally
wrote it. If a covered call option writer cannot effect a closing transaction,
it cannot sell the underlying security until the option expires or the option is
exercised. Therefore, a covered call option writer of an OTC option may not be
able to sell an underlying security even though it might otherwise be
advantageous to do so. Likewise, a secured put writer of an OTC option may be
unable to sell the securities pledged to secure the put for other investment
purposes while it is obligated as a put writer. Similarly, a purchaser of such
put or call option might also find it difficult to terminate its position on a
timely basis in the absence of a secondary market.

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

OPTIONS ON INDICES (All Funds except ING National Tax-Exempt
Bond Fund and the Money Market Funds). Each Fund also may purchase and write
call and put options on securities indices in an attempt to hedge against market
conditions affecting the value of securities that the Fund owns or intends to
purchase, and not for speculation. Through the writing or purchase of index
options, a Fund can achieve many of the same objectives as through the use of
options on individual securities. Options on securities indices are similar to
options on a security except that, rather than the right to take or make
delivery of a security at a specified price, an option on a securities index
gives the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the securities index upon which the option is based
is greater than, in the case of a call, or less than, in the case of a put, the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option. The
writer of the option is obligated, in return for the premium received, to make
delivery of this amount. Unlike security options, all settlements are in cash
and gain or loss depends upon price movements in the market generally (or in a
particular industry or segment of the market), rather than upon price movements
in individual securities. Price movements in securities that the Fund owns or
intends to purchase will probably not correlate perfectly with movements in the
level of an index since the prices of such securities may be affected by
somewhat different factors and, therefore, the Fund bears the risk that a loss
on an index option would not be completely offset by movements in the price of
such securities.

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

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

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

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

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

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

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

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

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

FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL
ENTITIES (All Funds except ING National Tax-Exempt Bond Fund and the Money
Market Funds). A Fund may invest in obligations issued or guaranteed by one or
more foreign governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Sub-Adviser to be of comparable
quality to the other obligations in which the Fund may invest. Such securities
also include debt obligations of supranational entities. Supranational entities
include international organizations designated or supported by governmental
entities to promote economic reconstruction or development and international
banking institutions

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and related government agencies. Examples include the International Bank for
Reconstruction and Development (the World Bank), the European Coal and Steel
Community, the Asian Development Bank and the InterAmerican Development Bank.

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

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

SHORT SALES (ING International Equity Fund, ING Emerging
Markets Equity Fund, ING Intermediate Bond Fund and ING High Yield Bond Fund).
The Funds may sell a security it does not own in anticipation of a decline in
the market value of that security (short sales). To complete such a transaction,
the Fund must borrow the security to make delivery to the buyer. The Fund then
is obligated to replace the security borrowed by purchasing it at market price
at the time of replacement. The price at such time may be more or less than the
price at which the security was sold by the Fund. Until the security is
replaced, the Fund is required to pay to the lender any dividends or interest
which accrue during the period of the loan. To borrow the security, the Fund
also may be required to pay a premium, which would increase the cost of the
security sold. The proceeds of the short sale will be retained by the broker, to
the extent necessary to meet margin requirements, until the short position is
closed out. Until the Fund replaces a borrowed security, the Funds will maintain
daily a segregated account with the Funds' custodian, consisting of liquid
assets, at such a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the current value of
the security sold short and (ii) the amount deposited in the segregated account
plus the amount deposited with the broker as collateral will not be less than

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the market value of the security at the time it was sold short. The Fund will
incur a loss as a result of the short sale if the price of the security
increases between the date of the short sale and the date on which the Fund
replaces the borrowed security. The Funds will realize a gain if the security
declines in price between those dates. This result is the opposite of what one
would expect from a cash purchase of a long position in a security. The amount
of any gain will be decreased, and the amount of any loss increased, by the
amount of any premium, dividends or interest the Fund may be required to pay in
connection with a short sale. No more than 25% of a Fund's net assets will be,
when added together: (i) deposited as collateral for the obligation to replace
securities borrowed to effect short sales; and (ii) allocated to segregated
accounts in connection with short sales. Short sales against-the-box are not
subject to this 25% limit.

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

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

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

REPURCHASE AGREEMENTS. (All Funds). The Funds may invest in
securities subject to repurchase agreements with U.S. banks or broker-dealers.
Such agreements may be considered to be loans by the Funds for purposes of the
1940 Act. A repurchase agreement is a transaction in which the seller of a
security commits itself at the time of the sale to repurchase that security from
the buyer at a mutually agreed upon time and price. The repurchase price exceeds
the sale price, reflecting an agreed-upon interest rate effective for the period
the buyer owns the security subject to repurchase. The agreed-upon rate is
unrelated to the interest rate on that security. Each Fund's Sub-Adviser will
monitor the value of the underlying security at the time the transaction is
entered into and at all times during the term of the repurchase agreement to
ensure that the value of the security always equals or exceeds the repurchase
price. In the event of default by the seller under the repurchase agreement, the
Funds may have problems in exercising their rights to the underlying securities
and may incur costs and experience time delays in connection with the
disposition of such securities.

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

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

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

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

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

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

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

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

In recent years, however, a large institutional market has
developed for certain securities that are not registered under the Securities
Act, including repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes. Institutional investors
depend on either an efficient institutional market in which the unregistered
security can be readily resold or on the issuer's ability to honor a demand for
repayment. The fact that there are contractual or legal restrictions on resale
to the general public or to certain institutions may not be indicative of the
liquidity of such investments.

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

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

The SEC has adopted Rule 144A, which allows a broader
institutional trading market for securities otherwise subject to restrictions on
resale to the general public. Rule 144A establishes

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

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

Rule 144A securities and Section 4(2) commercial paper which
are determined to be liquid based upon their trading markets will not, however,
be required to be included among the securities considered to be illiquid.
Investments in Rule 144A securities and Section 4(2) commercial paper could have
the effect of increasing Fund illiquidity.

ADDITIONAL RISK CONSIDERATIONS

The following pages discuss additional risk considerations
associated with certain of the types of securities in which the Funds may invest
and certain of the investment practices that the Funds may use. Unless indicated
otherwise, the following descriptions apply to all Funds.

GENERAL. The price per share of each of the Funds will
fluctuate with changes in value of the investments held by the Fund. For
example, the value of a Fund's shares will generally fluctuate inversely with
the movements in interest rates. Shareholders of a Fund should expect the value
of their shares to fluctuate with changes in the value of the securities owned
by the Fund. There is, of course, no assurance that a Fund will achieve its
investment objective or be successful in preventing or minimizing the risk of
loss that is inherent in investing in particular types of investment products.
In order to attempt to minimize that risk, the Sub-Adviser monitors developments
in the economy, the securities markets, and with each particular issuer. Also,
each diversified Fund (i.e., all funds except the ING Global Brand Names Fund,
ING Focus Fund, ING Global Real Estate Fund, ING Internet Fund, ING Internet
Fund II, and ING International Bond Fund) is managed within certain limitations
that restrict the amount of the Fund's investment in any single issuer. The
Money Market Funds will attempt to maintain a stable $1.00 net asset value per
share.

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

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

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

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

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<PAGE> 134
FOREIGN SECURITIES. Investing in the securities of issuers in
any foreign country including ADRs and EDRs involves special risks and
considerations not typically associated with investing in U.S. companies. These
include differences in accounting, auditing and financial reporting standards;
generally higher commission rates on foreign portfolio transactions; the
possibility of nationalization, expropriation or confiscatory taxation; adverse
changes in investment or exchange control regulations (which may include
suspension of the ability to transfer currency from a country); and political
instability which could affect U.S. investments in foreign countries.
Additionally, foreign securities and dividends and interest payable on those
securities may be subject to foreign taxes, including taxes withheld from
payments on those securities. Foreign securities often trade with less frequency
and volume than domestic securities and, therefore, may exhibit greater price
volatility. Additional costs associated with an investment in foreign securities
may include higher custodial fees than apply to domestic custodial arrangements
and transaction costs of foreign currency conversions. Changes in foreign
exchange rates also will affect the value of securities denominated or quoted in
currencies other than the U.S. dollar. The Funds' investments may be affected
either unfavorably or favorably by fluctuations in the relative rates of
exchange between the currencies of different nations, by exchange control
regulations and by indigenous economic and political developments.

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

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

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

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<PAGE> 135
option and must deliver the underlying securities at the exercise price.

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

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

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

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

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

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<PAGE> 136
obtained from investing the cash. So long as a Fund is able to realize a net
return on its investment portfolio that is higher than interest expense
incurred, if any, leverage will result in higher current net investment income
being realized by such Fund than if the Fund were not leveraged. On the other
hand, interest rates change from time to time as does their relationship to each
other depending upon such factors as supply and demand, monetary and tax
policies and investor expectations. Changes in such factors could cause the
relationship between the cost of leveraging and the yield to change so that
rates involved in the leveraging arrangement may substantially increase relative
to the yield on the obligations in which the proceeds of the leveraging have
been invested. To the extent that the interest expense involved in leveraging
approaches the net return on a Fund's investment portfolio, the benefit of
leveraging will be reduced, and, if the interest expense on borrowings were to
exceed the net return to shareholders, such Fund's use of leverage would result
in a lower rate of return than if the Fund were not leveraged. Similarly, the
effect of leverage in a declining market could be a greater decrease in net
asset value per share than if a Fund were not leveraged. In an extreme case, if
a Fund's current investment income were not sufficient to meet the interest
expense of leveraging, it could be necessary for such Fund to liquidate certain
of its investments at an inappropriate time. The use of leverage may be
considered speculative.

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

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

PORTFOLIO TURNOVER. Each Fund will adjust its portfolio as it
deems advisable in view of prevailing or anticipated market conditions or
fluctuations in interest rates to accomplish its respective investment
objective. For example, each Fund may sell portfolio securities in anticipation
of an adverse market movement. Other than for tax purposes, frequency of
portfolio turnover will not be a limiting factor if a Fund considers it
advantageous to purchase or sell securities. The Funds do not anticipate that
the respective annual portfolio turnover rates will exceed the following: ING
Large Cap Growth Fund 100%; ING Growth & Income Fund 100%; ING Mid Cap Growth
Fund 100%; ING Small Cap Growth Fund 100%; ING Global Brand Names Fund 100%; ING
International Equity Fund 200%; ING European Equity Fund 100%; ING Tax Efficient
Equity Fund 50%; ING Focus Fund 100%; ING Global Information Technology Fund
100%; ING Global Communications Fund 100%; ING Internet Fund 250%; ING Internet
Fund II 250%; ING Emerging Markets Equity Fund 200%; ING Global Real Estate Fund
100%; ING Intermediate Bond Fund 300%; ING High Yield Bond Fund 350%; ING
International Bond Fund 150%; and ING National Tax-Exempt Bond Fund 150%. A high
rate of portfolio turnover involves correspondingly greater transaction expenses
than a lower rate, which expenses must be borne by each Fund and its
shareholders.

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<PAGE> 137
INVESTMENT RESTRICTIONS

The Funds have adopted investment restrictions numbered 1 through 8 as
fundamental policies, which cannot be changed without approval by the holders of
a majority (as defined in the 1940 Act) of a Fund's outstanding voting shares.
Investment restriction number 9 is not a fundamental policy and may be changed
by vote of a majority of the members of the Board of Trustees at any time.

Each Fund, except as indicated, may not:

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

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

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

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

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

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

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

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

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<PAGE> 138
(9) Invest more than 15%, 10% in the case of the ING
Money Market Funds, of the value of its net assets in investments which are
illiquid (including repurchase agreements having maturities of more than seven
calendar days, variable and floating rate demand and master demand notes not
requiring receipt of principal note amount within seven days' notice and
securities of foreign issuers which are not listed on a recognized domestic or
foreign securities exchange).

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

Each Stock Fund, except ING Mid Cap Growth, ING International
Equity, ING Emerging Markets Equity and ING Focus Funds, will only purchase
fixed income securities that are rated investment grade, i.e., rated at least
BBB by S&P or Baa by Moody's, or have an equivalent rating from another NRSRO,
or if unrated, are determined to be of comparable quality by the Sub-Adviser.
The ING Mid Cap Growth Fund and the ING Focus Fund, will only purchase fixed
income securities that are rated A or better by S&P or Moody's or have an
equivalent rating from another NRSRO, or if unrated, are determined to be of
comparable quality by the applicable Sub-Adviser. The ING International Equity
Fund will only purchase fixed income securities that are rated at least AA+ by
S&P or Aa-2 by Moody's, or have an equivalent rating from another NRSRO, or if
unrated, are determined to be of comparable quality by the Sub-Adviser. The ING
Emerging Markets Equity Fund may invest in fixed income securities that are
rated below investment grade. Money market securities, certificates of deposit,
banker's acceptance and commercial paper purchased by the Stock Funds must be
rated in one of the two top rating categories by an NRSRO or, if not rated,
determined to be of comparable quality by the Stock Fund's Sub-Adviser.

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

MANAGEMENT

Trustees and Officers

The business and affairs of the Funds are managed under the
direction of the Board of Trustees. The principal occupations of the Trustees
and executive officers of the Funds for the past five years are listed below.
The address of each, unless otherwise indicated, is 1475 Dunwoody

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<PAGE> 139
Drive, West Chester, PA 19380. Trustees deemed to be "interested persons" of the
Funds for purposes of the 1940 Act are indicated by an asterisk.

Robert W. Stallings, Chief Executive Officer and President -
Age 51, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258. Chairman, Chief
Executive Officer and President of Pilgrim Group, Inc. ("Pilgrim Group") (since
December 1994); Chairman (since December 1994), President and Chief Investment
Officer (since August 2000) Pilgrim Investments, Inc.; Chairman, Pilgrim
Securities, Inc. ("Pilgrim Securities") (since December 1994); President and
Chief Executive Officer of Pilgrim Funding, Inc. (since November 1999); and
Chairman, President and Chief Executive Officer of Pilgrim Capital Corporation
(since August 1991). Mr. Stallings is also a Director, Trustee, or a member of
the Advisory Board of each of the Funds managed by the Investment Manager.

Joseph N. Hankin, Trustee - Age 60, Four Merion Drive,
Purchase, NY 10577-1302. President, Westchester Community College (since 1971);
Adjunct Professor of Columbia University Teachers College (since 1976). Dr.
Hankin is also a Trustee of the First Choice Funds and Stagecoach Funds.

Jack D. Rehm, Trustee - Age 67, 3131 Fleur Drive, Des Moines,
IA 50321. Chairman of the Board (Retired) of Meredith Corp. (1992-1997);
President and Chief Executive Officer of Meredith Corp. (1989-1996). Mr. Rehm is
also a Director of Meredith Corp., International Multifoods Corp. and Star Tek,
Inc.

Blaine E. Rieke, Trustee - Age 66, 6111 North Berkeley Blvd.,
Milwaukee, WI 53217. General Partner of Huntington Partners (1997-present);
Chairman and Chief Executive Officer of Firstar Trust Company (1973-1996). Mr.
Rieke is also a Director of Morgan Chase Trust Company.

Richard A. Wedemeyer, Trustee - Age 63, 78 Summit Road,
Riverside, CT 06878. Vice President, The Channel Corporation (1996-present);
Vice President of Performance Advantage, Inc. (1992-1996); Vice President,
Operations and Administration of Jim Henson Productions (1979-1997). Mr.
Wedemeyer is also a Trustee of the First Choice Funds.

James M. Hennessy, Senior Executive Vice President, Chief
Operating Officer and Secretary - Age 51, 7337 East Doubletree Ranch Road,
Scottsdale, AZ 85258. Senior Executive Vice President and Chief Operating
Officer (since June 2000) and Secretary (since April 1995), Pilgrim Capital
(formerly Express America Holdings Corporation), Pilgrim Group, Pilgrim
Securities and Pilgrim Investments; Senior Executive Vice President and
Secretary of each of the other Pilgrim Funds. Formerly Executive Vice President,
Pilgrim Capital Corporation and its affiliates (May 1998 - June 2000) and Senior
Vice President, Pilgrim Capital and its affiliates (April 1995 - April 1998).

Stanley D. Vyner, Executive Vice President - Age 50, 7337 East
Doubletree Ranch Road, Scottsdale, AZ 85258. Executive Vice President of most of
the other Pilgrim Funds (since July 1996). Formerly President and Chief
Executive Officer (August 1996 - August 2000), Pilgrim Investments; Chief
Executive Officer (November 1993 - December 1995) HSBC Asset Management
(Americas), Inc.

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<PAGE> 140

Mary Lisanti, Executive Vice President - Age 44, 7337 East
Doubletree Ranch Road, Scottsdale, AZ 85258. Executive Vice President of most of
the Pilgrim Funds (since May 1998). Formerly Portfolio Manager, Strong Capital
Management; Managing Director and Head of Small- and Mid-Capitalization Equity
Strategies at Bankers Trust Corp. (1993 - 1996).

Michael J. Roland, Senior Vice-President - Age 42, 7337 East
Doubletree Ranch Road, Scottsdale, AZ 85258. Senior Vice President and Chief
Financial Officer, Pilgrim Group, Pilgrim Investments and Pilgrim Securities
(since June 1998); Senior Vice President and Principal Financial Officer of each
of the other Pilgrim Funds. He served in same capacity from January, 1995 -
April, 1997. Formerly, Chief Financial Officer of Endeaver Group (April 1997 to
June 1998).

Robert S. Naka, Senior Vice President and Assistant Secretary
- Age 37, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258. Senior Vice
President, Pilgrim Investments (since November 1999) and Pilgrim Group, Inc.
(since August 1999). Senior Vice President and Assistant Secretary of each of
the other Pilgrim Funds. Formerly Vice President, Pilgrim Investments (April
1997 - October 1999), Pilgrim Group, Inc. (February 1997 - August 1999).
Formerly Assistant Vice President, Pilgrim Group, Inc. (August 1995 - February
1997). Formerly Operations Manager, Pilgrim Group, Inc. (April 1992 - April
1995).

Robyn L. Ichilov, Vice President - Age 33, 7337 East
Doubletree Ranch Road, Scottsdale, AZ 85258. Vice President, Pilgrim Investments
(since August 1997), Accounting Manager (since November 1995). Vice President
and Treasurer of most of the other Pilgrim Funds. Formerly Assistant Vice
President and Accounting Supervisor for PaineWebber (June 1993 - April 1995).

Donald Brostrom, Treasurer - Age 41. Executive Vice President
and Chief Financial Officer, ING Mutual Funds Management Co. LLC (1998-present);
Director, Treasurer and Chief Operating Officer, ING Funds Distributor, Inc.
(1999-present); Managing Director, Furman Selz LLC (1984-1998).

Louis S. Citron, Vice President - Age 35. Senior Vice
President and General Counsel, ING Mutual Funds Management Co. LLC
(1998-present); Attorney at Kramer, Levin, Naftalis & Frankel (1994-1998).

Charles Eng, Assistant Treasurer - Age 36. Fund Accounting
Manager, ING Mutual Funds Management Co. LLC (1998-present); Assistant
Treasurer, Chase Manhattan Bank (1997-1998); Assistant Manager, BISYS Fund
Services (1996-1997); Associate Director, Furman Selz LLC (1992-1996).

Amy Lau, Assistant Treasurer - Age 34. Fund Administration
Manager, ING Mutual Funds Management Co. LLC (1998-present); Assistant Vice
President, Smith Barney Asset Management (1996-1998); Associate Director, Furman
Selz LLC (1992-1995).

Trustees of the Funds not affiliated with ING or IPS receive
from the Funds an annual retainer of $10,000 and a fee of $1,667for each Board
of Trustees meeting and Board committee meeting of the Funds attended, and are
reimbursed for all out-of-pocket expenses relating

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<PAGE> 141

to attendance at such meetings. Trustees who are affiliated with ING or IPS do
not receive compensation from the Funds.

The table below illustrates the compensation paid to each
Trustee for the Trust's most recently completed fiscal year:

<TABLE>
<CAPTION>
Pension or Estimated Total
Retirement Annual Compensation
Aggregate Benefits Accrued Benefits from Fund and
Compensation As Part of Upon Fund Complex
Name of Person, Position from Fund Fund Expenses Retirement Paid to Trustees
------------------------ --------- ------------- ---------- ----------------
<S> <C> <C> <C> <C>
John J. Pileggi $0 $0 $0 $0
Joseph N. Hankin $8,340 $0 $0 $8,340
Jack D. Rehm $8,340 $0 $0 $8,340
Blaine E. Rieke $8,340 $0 $0 $8,340
Richard A. Wedemeyer $8,340 $0 $0 $8,340
</TABLE>

Investment Manager

ING Mutual Funds Management Co. LLC, 1475 Dunwoody Drive, West
Chester, PA 19380, serves as the Manager of the Funds. IMFC is a wholly-owned
subsidiary of ING America Insurance Holdings, Inc., which in turn is a
wholly-owned subsidiary of ING Groep N.V. ("ING Group"). Under the Management
Agreement, IMFC has overall responsibility, subject to the supervision of the
Board of Trustees, for engaging Sub-Advisers and for monitoring and evaluating
the management of the assets of each Fund by the Sub-Adviser. The Manager is
also responsible for monitoring and evaluating the Sub-Advisers on a periodic
basis, and will consider their performance records with respect to the
investment objectives and policies of each Fund. The Sub-Advisers are affiliated
with the Manager and the Distributor by reason of common ownership. IMFC also
provides certain administrative services necessary for the Funds' operations
including: (i) coordination of the services performed by the Funds' transfer
agent, custodian, independent accountants and legal counsel; (ii) regulatory
compliance, including the compilation of information for documents such as
reports to, and filings with, the SEC and state securities commissions; (iii)
preparation of proxy statements and shareholder reports for the Funds; (iv)
general supervision relative to the compilation of data required for the
preparation of periodic reports distributed to the Funds' officers and Board of
Trustees; and (v) furnishing office space and certain facilities required for
conducting the business of the Funds.

Each Fund pays an advisory fee to the Manager as a percentage
of such Fund's average daily net assets, as set forth in the prospectus. The
fees payable to the Manager were discounted 75% for each Fund's first year of
operations and are being discounted 50% for each Fund's second year of
operations. Net of these discounts, the Manager was entitled to the following
advisory fees for the fiscal year ended October 31, 1999:

<TABLE>
<S> <C>
ING Large Cap Growth Fund $ 63,995
ING Growth & Income Fund $ 53,229
ING Mid Cap Growth Fund $ 60,623
ING Small Cap Growth Fund $ 61,553
</TABLE>

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<PAGE> 142
<TABLE>
<S> <C>
ING Global Brand Names Fund $ 86,645
ING International Equity Fund $ 78,877
ING European Equity Fund $ 71,435
ING Tax-Efficient Equity Fund $ 77,690
ING Focus Fund $ 72,298
ING Global Information Technology Fund $ 108,222
ING Internet Fund $ 26,872
ING Intermediate Bond Fund $ 35,026
ING High Yield Fund $ 43,108
ING International Bond Fund $ 54,895
ING Money Market Fund $ 42,238
</TABLE>

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

The Management Agreement provides that the Manager shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Funds in connection with its performance of services pursuant to the
Management Agreement, except loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Manager in the performance of its
obligations under the Agreement.

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

Sub-Advisers

ING Investment Management LLC ("IIM") serves as Sub-Adviser to
the ING Growth & Income Fund, the ING Intermediate Bond Fund, the ING High Yield
Bond Fund, and the ING Money Market Fund. Located at 5780 Powers Ferry Road,
N.W., Atlanta, Georgia, IIM is engaged primarily in the business of providing
investment advice to affiliated insurance companies.

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

Baring International Investment Limited ("BIIL") serves as
Co-Sub-Adviser to the ING International Equity Fund, the ING Emerging Markets
Equity Fund and the ING International Bond Fund. Located at 155 Bishopsgate,
London, England, BIIL is a wholly-owned subsidiary of

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Baring Asset Management Holdings Limited ("BAMHL"), the parent of the worldwide
group of investment management companies that operate under the collective name,
Baring Asset Management (the "BAM Group").

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

Baring Asset Management (Asia) Limited ("BAML") acts as
Co-Sub-Adviser to the ING International Equity Fund, the ING Emerging Markets
Equity Fund and the ING International Bond Fund. BAML is located at 19/F
Edinburgh Tower, The Landmark, 15 Queens Road, Central, Hong Kong. BAML is a
wholly-owned subsidiary of BAMHL.

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

Delta Asset Management ("Delta") serves as Sub-Adviser to the
ING Tax Efficient Equity Fund. Located at 333 South Grand Avenue, Los Angeles,
California, 90071, Delta is a division of Furman Selz Capital Management.

CRA Real Estate Securities, L.P. ("CRA") serves as
Co-Sub-Adviser to the ING Global Real Estate Fund. Located at 259 Radnor-Chester
Road, Radnor, PA 19087, CRA is in the business of providing investment advice to
institutional and individual clients.

Distribution of Fund Shares

ING Pilgrim Securities, Inc., located at 7337 East Doubletree
Ranch Road, Scottsdale, Arizona 85258, serves as distributor and principal
underwriter of the Funds. As distributor, IPS is obligated to sell shares of
each Fund on a best efforts basis only against purchase orders for the shares.
Shares of each Fund are offered to the public on a continuous basis. IPS is
affiliated with the Manager and the Sub-Advisers by reason of common ownership.

The aggregate amount of underwriting commissions collected on
the sale of shares of the Funds during the fiscal year ended October 31, 1999
was $280,362.64, of which $280,362.64 was retained by ING Funds Distributor,
Inc., the former distributor of the Funds.

Administration

ING Pilgrim Group, Inc. serves as Administrator for the Funds,
pursuant to an Administrative Services Agreement with the Trust. Each Fund pays
the Administrator an annual fee of 0.10% of the Fund's average daily net assets.
Subject to the supervision of the Board of Trustees, the Administrator provides
the overall business management and administrative services necessary to the
proper conduct of the Funds' business, except for those services

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performed by the Investment Manager under the Investment Advisory Agreements,
the custodian for the Funds under the Custodian Agreements, the transfer agent
for the Funds under the Transfer Agency Agreements, and such other service
providers as may be retained by the Funds from time to time. The Administrator
acts as liaison among these service providers to the Funds. The Administrator is
also responsible for ensuring that the Funds operate in compliance with
applicable legal requirements and for monitoring the Investment Manager for
compliance with requirements under applicable law and with the investment
policies and restrictions of the Funds. The Administrator is an affiliate of the
Investment Manager. The Administrative Services Agreement became effective
November 1, 2000.

Account Services

ING Fund Services Co. LLC ("ING Fund Services") has entered
into a Fund Services Agreement with the Trust, on behalf of the ING Money Market
Fund, pursuant to which ING Fund Services will perform or engage third parties
to perform account services and other services. ING Fund Services is an
affiliate of the Manager and the Distributor by reason of common ownership.
Under the Fund Services Agreement, the ING Money Market Fund may pay ING Fund
Services annually up to 0.25% of the Fund's average daily net assets annually
for account servicing activities. ING Fund Services may engage third parties to
perform some or all of these services. Account servicing may include, but is not
limited to, (i) maintaining shareholder accounts; (ii) preparing shareholder
statements, confirmations and shareholder lists; (iii) mailing shareholder
statements, confirmations, prospectuses, statements of additional information,
annual and semi-annual reports and proxy statements; (iv) tabulating proxies;
(v) disbursement of dividends and other distributions; (vi) withholding taxes on
U.S. residents and non-resident accounts where applicable; (vii) preparation and
filing of U.S. Treasury Department Forms 1099 and other appropriate forms
required by applicable statutes, rules and regulations; and (viii) providing
such other similar services directly to shareholder accounts.

Rule 12b-1 Distribution Plan

Pursuant to a Plan of Distribution adopted by each Fund under
Rule 12b-1 under the 1940 Act, each Fund, except the ING Money Market Fund, pays
the Distributor an annual fee of 0.10% of average net assets attributable to
that Fund's Class A shares and 0.75% of average net assets attributable to that
Fund's Class B and Class C. The ING Money Market Fund pays the Distributor an
annual fee of 0.50% of average net assets attributable to that Fund's Class A
shares and 0.75% of average net assets attributable to that Fund's Class B and
Class C. The Funds ceased offering Class X shares on November 1, 2000. Prior to
November 1, 2000, each Fund paid the Distributor an annual fee of 0.50% of
average net assets attributable to that Fund's Class A shares and 0.75% of
average net assets attributable to that Fund's Class B and Class C.

For the fiscal year ended October 31, 1999, the Funds paid the
distribution fees described below:

<TABLE>
<CAPTION>
Name of Fund Class A Class B Class C Class X
------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
ING Large Cap Growth $28,472.16 $ 9,470.50 $15,132.25 $18,081.59
Fund
ING Growth & Income $27,067.63 $ 3,047.98 $ 2,104.99 $ 4,793.64
Fund
</TABLE>

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<PAGE> 145
<TABLE>
<S> <C> <C> <C> <C>
ING Mid Cap Growth $23,491.24 $ 1,734.05 $ 1,176.40 $ 1,283.67
Fund
ING Small Cap Growth $23,843.85 $ 2,498.49 $ 1,274.00 $ 2,144.50
Fund
ING Global Brand Names $27,599.81 $ 7,257.34 $36,307.77 $ 8,693.46
Fund
ING International Equity $24,808.48 $ 1,718.69 $ 447.12 $ 988.61
Fund
ING European Equity $24,003.30 $ 3,202.66 $ 158.92 $ 2,954.10
Fund
ING Tax Efficient Equity $33,781.98 $22,331.76 $ 2,012.51 $13,786.68
Fund
ING Focus Fund $27,382.31 $ 5,982.93 $1,704.036 $ 3,863.28
ING Global Information $32,137.08 $ 9,595.07 $ 2,261.12 $ 6,832.01
Technology Fund
ING Internet Fund $ 6,035.94 $13,457.76 $ 4,550.09 $ 1,191.00
ING Intermediate Bond $ 0 $ 8,344.64 $ 3,613.72 $ 6,039.95
Fund
ING High Yield Bond $ 0 $ 7,060.16 $ 2,033.93 $ 3,194.69
Fund
ING International Bond $21,246.81 $ 2,085.92 $ 33.26 $ 3,234.32
Fund
ING Money Market Fund $48,626.76 $ 1,535.96 $ 1,075.33 $ 3,930.97
</TABLE>

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

Agreements implementing the Plan of Distribution (the
"Implementation Agreements"), including agreements with dealers wherein such
dealers agree for a fee to act as agents for the sale of the Funds' shares, are
in writing and have been approved by the Board of Trustees. All payments made
pursuant to the Plan of Distribution are made in accordance with written
agreements.

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<PAGE> 146
The continuance of the Plan of Distribution and the
Implementation Agreements must be specifically approved at least annually by a
vote of the Trust's Board of Trustees and by a vote of the Trustees who are not
interested persons of the Trust and have no direct or indirect financial
interest in the Plan or any Implementation Agreement (the "Independent
Trustees") at a meeting called for the purpose of voting on such continuance.
The Plan of Distribution may be terminated at any time by a vote of the majority
of the Independent Trustees or by a vote of the holders of a majority of the
outstanding shares of a Fund or the applicable class of a Fund. In the event the
Plan of Distribution is terminated in accordance with its terms, the affected
Fund (or class) will not be required to make any payments for distribution
expenses incurred after the termination date, although the Board of Trustees may
allow the Funds to pay distribution expenses to the Distributor which were
incurred before the Plan was terminated. Each Implementation Agreement
terminates automatically in the event of its assignment and may be terminated at
any time by a vote of the majority of the Independent Trustees or by a vote of
the holders of a majority of the outstanding shares of a Fund (or the applicable
class) on not more than 60 days' written notice to any other party to the
Implementation Agreement. The Plan of Distribution may not be amended to
increase materially the amount to be spent for distribution without shareholder
approval. All material amendments to the Plan of Distribution must be approved
by a vote of the Trust's Board of Trustees and by a vote of the Independent
Trustees.

In approving the Plan of Distribution, the Trustees
determined, in the exercise of their business judgment and in light of their
fiduciary duties as Trustees, that there is a reasonable likelihood that the
Plan will benefit the Funds and their shareholders. The Board of Trustees
believes that expenditure of the Funds' assets for distribution expenses under
the Plan of Distribution should assist in the growth of the Funds which will
benefit the Funds and their shareholders through increased economies of scale,
greater investment flexibility, greater portfolio diversification and less
chance of disruption of planned investment strategies. The Plan of Distribution
will be renewed only if the Trustees make a similar determination for each
subsequent year of the Plan. There can be no assurance that the benefits
anticipated from the expenditure of the Funds' assets for distribution will be
realized. While the Plan of Distribution is in effect, all amounts spent by the
Funds pursuant to the Plan and the purposes for which such expenditures were
made must be reported quarterly to the Board of Trustees for its review.
Distribution expenses attributable to the sale of more than one class of shares
of a Fund will be allocated at least annually to each class of shares based upon
the ratio in which the sales of each class of shares bears to the sales of all
of the shares of such Fund. In addition, the selection and nomination of those
Trustees who are not interested persons of the Trust are committed to the
discretion of the Independent Trustees during such period.

Shareholder Servicing Plan

Each Fund has adopted a Shareholder Servicing Plan pursuant to
which it may pay a service fee up to an annual rate of 0.25% of the average
daily net assets of its Class A, Class B, and Class C shares to various banks,
trust companies, broker-dealers or other financial organizations including the
Manager and its affiliates (collectively, "Service Organizations") that provide
certain administrative and support services to their customers who own shares of
the Funds. These services may include, but are not limited to, (a) answering
routine customer inquiries regarding the Funds; (b) assisting customers in
changing dividend options, account designations and addresses, and in enrolling
into any of the several investment plans offered by the Funds; (c) assisting in
processing purchase and redemption transactions, including arranging wire
transfers, transmitting and receiving

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<PAGE> 147
funds, and verifying customer signatures; and (d) providing such other similar
services directly to their customers to the extent permitted under applicable
statutes, rules and regulations.

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

DETERMINATION OF NET ASSET VALUE

The net asset value of each Fund's shares will be determined
on any day that the New York Stock Exchange (the "NYSE") is open and, in the
case of the Money Market Funds, the Federal Reserve Bank are also open
("Business day"). The NYSE is closed on the following holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas Day, and on the
preceding Friday or subsequent Monday when one of these holidays falls on a
Saturday or Sunday, respectively. In addition, the Federal Reserve Bank is
closed on Columbus Day and Veteran's Day.

The net asset value per share of each Fund is normally
determined daily as of the close of trading on the NYSE (generally 4:00 p.m.
Eastern time) on each business day of the Funds. In the event the NYSE closes
early (i.e. before 4:00 p.m. Eastern Time) on a particular day, the net asset
value of a Fund share is determined as of the close of the NYSE on such day. For
purposes of determining net asset value per share, futures and options contracts
closing prices which are available 15 minutes after the close of trading of the
NYSE will generally be used. Net asset value per share is determined by dividing
the value of the Fund's securities, cash and other assets (including interest
accrued but not collected), less all its liabilities (including accrued expenses
and dividends payable), by the total number of shares outstanding. Determination
of the Fund's net asset value per share is made in accordance with generally
accepted accounting principles.

Short-term investments that have a maturity of more than 60
days are valued at prices based on market quotations for securities of similar
type, yield and maturity. Short-term investments that have a maturity of 60 days
or less are valued at amortized cost, which approximates fair value as
determined by the Board of Trustees of the Trust. Amortized cost involves
valuing an instrument at its original cost to the portfolio and thereafter
assuming a constant amortization to maturity of any discount or premium
regardless of the effect of fluctuating interest rates on the market value of
the instrument.

Each equity security held by the Funds is valued at its last
sales price on the exchange where the security is principally traded or, lacking
any sales on a particular day, the security is valued at the closing bid price
on that day. Each security traded in the over-the-counter market (but not
including securities reported on the NASDAQ National Market System) is valued at
the mean between the last bid and asked prices based upon quotes furnished by
market makers for such securities. Each security reported on the NASDAQ National
Market System is valued at the last sales price on the valuation date or absent
a last sales price, at the closing bid price on that day. Debt securities are
valued on the basis of prices provided by an independent pricing service. Prices

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<PAGE> 148
provided by the pricing service may be determined without exclusive reliance on
quoted prices, and may reflect appropriate factors such as institution-size
trading in similar groups of securities, developments related to special
securities, yield, quality, coupon rate, maturity, type of issue, individual
trading characteristics and other market data. Securities for which market
quotations are not readily available are valued at fair value as determined in
good faith by or under the supervision of the Trust's officers in a manner
specifically authorized by the Board of Trustees of the Trust.

Generally, trading in foreign securities is substantially
completed each day at various times prior to the close of the NYSE. The values
of such foreign securities used in computing the net asset value of each Fund's
shares are determined at such times as trading is completed. Foreign currency
exchange rates are also generally determined prior the close of the NYSE.
Occasionally, events affecting the values of such foreign securities and such
foreign securities exchange rates may occur after the time at which such values
are determined and prior to the close of the NYSE that will not be reflected in
the computation of a Fund's net asset value. If events materially affecting the
value of such securities occur during such period, then these securities will be
valued at their fair value as determined in good faith by or under the
supervision of the Board of Trustees.

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

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

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

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<PAGE> 149
Pursuant to Rule 2a-7, the Board of Trustees is also required
to establish procedures designed to stabilize, to the extent reasonably
possible, the price per share of the ING Money Market Funds, as computed for the
purpose of sales and redemptions, at $1.00. Such procedures include review of a
Fund's portfolio holdings by the Board of Trustees, at such intervals as it may
deem appropriate, to determine whether the net asset value of the Fund
calculated by using available market quotations deviates from $1.00 per share
based on amortized cost. The extent of any deviation will be examined by the
Board of Trustees. If such deviation exceeds 1/2 of 1%, the Board of Trustees
will promptly consider what action, if any, will be initiated. In the event the
Board of Trustees determines that a deviation exists which may result in
material dilution or other unfair results to investors or existing shareholders,
the Board of Trustees will take such corrective action as it regards as
necessary and appropriate, which may include selling portfolio instruments prior
to maturity to realize capital gains or losses or to shorten average portfolio
maturity, withholding dividends or establishing a net asset value per share by
using available market quotations.

ADDITIONAL PURCHASE INFORMATION

Orders for the purchase of shares will be executed at the net
asset value per share plus any applicable initial sales loads (the "public
offering price") next determined after an order has been received. The minimum
initial investment in a Fund is $1,000 ($250 for an investment by an IRA or any
qualified retirement plan). Any subsequent investments must be at least $100,
including an IRA or qualified retirement plan investment. All initial
investments should be accompanied by a completed Account Application. An Account
Application accompanies the prospectus. A separate application is required for
an IRA or qualified retirement plan investor. All funds received are invested in
full and fractional shares of the appropriate Fund. Certificates for shares are
not issued. When you purchase shares of a Fund, please specify the class of
shares that you wish to purchase. If you do not choose a class of shares, then
your investment will be made in Class A shares. The Funds reserve the right to
reject any purchase order. All investments may be made using any of the
following methods described in the prospectus.

Description of Class A Shares

The public offering price of Class A shares is the net asset
value per share of the applicable Fund's shares plus any initial sales load. No
initial sales load is applied to Class A shares of the Money Market Funds, or to
Class A shares of any Fund that you purchase through the reinvestment of
dividends or distributions. The sales loads and broker-dealer concessions, which
vary with the size of the purchase, are set forth in the prospectus.

Letters of Intent and Rights of Accumulation. An investor may
immediately qualify for a reduced sales charge on a purchase of Class A shares
by completing the Letter of Intent section of the Shareholder Application in the
Prospectus (the "Letter of Intent" or "Letter"). By completing the Letter, the
investor expresses an intention to invest during the next 13 months a specified
amount which if made at one time would qualify for the reduced sales charge. At
any time within 90 days after the first investment which the investor wants to
qualify for the reduced sales charge, a signed Shareholder Application, with the
Letter of Intent section completed, may be filed with the Funds. After the
Letter of Intent is filed, each additional investment made will be entitled to
the sales charge applicable to the level of investment indicated on the Letter
of Intent as described above. Sales charge reductions based upon purchases in
more than one investment in the ING Funds and the

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<PAGE> 150

Pilgrim Funds will be effective only after notification to the Transfer Agent
that the investment qualifies for a discount. The shareholder's holdings in the
ING Funds and the Pilgrim Funds (excluding the Money Market Funds) acquired
within 90 days before the Letter of Intent is filed will be counted towards
completion of the Letter of Intent but will not be entitled to a retroactive
downward adjustment of sales charge until the Letter of Intent is fulfilled. Any
redemptions made by the shareholder during the 13-month period will be
subtracted from the amount of the purchases for purposes of determining whether
the terms of the Letter of Intent have been completed. If the Letter of Intent
is not completed within the 13-month period, there will be an upward adjustment
of the sales charge as specified below, depending upon the amount actually
purchased (less redemption) during the period.

An investor acknowledges and agrees to the following
provisions by completing the Letter of Intent section of the Shareholder
Application in the Prospectus. A minimum initial investment equal to 25% of the
intended total investment is required. An amount equal to the maximum sales
charge or 5.75% of the total intended purchase will be held in escrow, in the
form of shares, in the investor's name to assure that the full applicable sales
charge will be paid if the intended purchase is not completed. The shares in
escrow will be included in the total shares owned as reflected on the monthly
statement; income and capital gain distributions on the escrow shares will be
paid directly by the investor. The escrow shares will not be available for
redemption by the investor until the Letter of Intent has been completed, or the
higher sales charge paid. If the total purchases, less redemption, equal the
amount specified under the Letter, the shares in escrow will be released. If the
total purchases, less redemptions, exceed the amount specified under the Letter
and is an amount which would qualify for a further quantity discount, a
retroactive price adjustment will be made by the Distributor and the dealer with
whom purchases were made pursuant to the Letter of Intent (to reflect such
further quantity discount) on purchases made within 90 days before, and on those
made after filing the Letter. The resulting difference in offering price will be
applied to the purchase of additional shares at the applicable offering price.
If the total purchases, less redemptions, are less than the amount specified
under the Letter, the investor will remit to the Distributor an amount equal to
the difference in dollar amount of sales charge actually paid and the amount of
sales charge which would have applied to the aggregate purchases if the total of
such purchases had been made at a single account in the name of the investor or
to the investor's order. If within 10 days after written request such difference
in sales charge is not paid, the redemption of an appropriate number of shares
in escrow to realize such difference will be made. If the proceeds from a total
redemption are inadequate, the investor will be liable to the Distributor for
the difference. In the event of a total redemption of the account prior to
fulfillment of the Letter of Intent, the additional sales charge due will be
deducted from the proceeds of the redemption and the balance will be forwarded
to the Investor. By completing the Letter of Intent section of the Shareholder
Application, an investor grants to the Distributor a security interest in the
shares in escrow and agrees to irrevocably appoint the Distributor as his
attorney-in-fact with full power of substitution to surrender for redemption any
or all shares for the purpose of paying any additional sales charge due and
authorizes the Transfer Agent to receive and redeem shares and pay the proceeds
as directed by the Distributor. The investor or the securities dealer must
inform the Transfer Agent that this Letter is in effect each time a purchase is
made.

If at any time prior to or after completion of the Letter of
Intent the investor wishes to cancel the Letter of Intent, the investor must
notify the Distributor in writing. If, prior to the completion of the Letter of
Intent, the investor requests the Distributor to liquidate all shares held by
the investor, the Letter of Intent will be terminated automatically. Under
either of these situations,

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<PAGE> 151

the total purchased may be less than the amount specified in the Letter of
Intent. If so, the Distributor will redeem at NAV to remit to the Distributor
and the appropriate authorized dealer an amount equal to the difference between
the dollar amount of the sales charge actually paid and the amount of the sales
charge that would have been paid on the total purchases if made at one time.

The value of shares of the ING Funds plus shares of the
Pilgrim Funds (excluding the Money Market Funds) can be combined with a current
purchase to determine the reduced sales charge and applicable offering price of
the current purchase. The reduced sales charge applies to quantity purchases
made at one time or on a cumulative basis over any period of time by (i) an
investor, (ii) the investor's spouse and children under the age of majority,
(iii) the investor's custodian accounts for the benefit of a child under the
Uniform Gift to Minors Act, (iv) a trustee or other fiduciary of a single trust
estate or a single fiduciary account (including a pension, profit-sharing and/or
other employee benefit plans qualified under Section 401 of the Internal Revenue
Code), by trust companies' registered investment advisors, banks and bank trust
departments for accounts over which they exercise exclusive investment
discretionary authority and which are held in a fiduciary, agency, advisory,
custodial or similar capacity.

The reduced sales charge also apply on a non-cumulative basis,
to purchases made at one time by the customers of a single dealer, in excess of
$1 million. The Letter of Intent option may be modified or discontinued at any
time.

Shares of the ING Funds and the Pilgrim Funds (excluding the
Money Market Funds) purchased and owned of record or beneficially by a
corporation, including employees of a single employer (or affiliates thereof)
including shares held by its employees, under one or more retirement plans, can
be combined with a current purchase to determine the reduced sales charge and
applicable offering price of the current purchase, provided such transactions
are not prohibited by one or more provisions of the Employee Retirement Income
Security Act or the Internal Revenue Code. Individuals and employees should
consult with their tax advisors concerning the tax rules applicable to
retirement plans before investing.

For the purposes of Rights of Accumulation and the Letter of
Intent Privilege, shares held by investors in the ING Funds and the Pilgrim
Funds which impose a CDSL may be combined with Class A shares for a reduced
sales charge but will not affect any CDSC which may be imposed upon the
redemption of shares of a Fund which imposes a CDSL.

Special Purchases At Net Asset Value. Class A shares of the
Funds may be purchased at net asset value, without a sales charge, by persons
who have redeemed their Class A shares of a Fund (or shares of Pilgrim Funds in
accordance with the terms of such privileges established for such Funds) within
the previous 90 days. The amount that may be so reinvested in the Fund is
limited to an amount up to, but not exceeding, the redemption proceeds (or to
the nearest full share if fractional shares are not purchased). In order to
exercise this privilege, a written order for the purchase of shares must be
received by the Transfer Agent, or be postmarked, within 90 days after the date
of redemption. This privilege may only be used once per calendar year. Payment
must accompany the request and the purchase will be made at the then current net
asset value of the Fund. Such purchases may also be handled by a securities
dealer who may charge a shareholder for this service. If the shareholder has
realized a gain on the redemption, the transaction is taxable and any
reinvestment will not alter any applicable Federal capital gains tax. If there
has been a loss on the redemption and a subsequent reinvestment pursuant to this
privilege, some or all of the loss may not

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<PAGE> 152

be allowed as a tax deduction depending upon the amount reinvested, although
such disallowance is added to the tax basis of the shares acquired upon the
reinvestment.

Class A shares of the Funds may also be purchased at net asset
value by any person who can document that Fund shares were purchased with
proceeds from the redemption (within the previous 90 days) of shares from any
unaffiliated mutual fund on which a sales charge was paid or which were subject
at any time to a CDSC, and the Distributor has determined in its discretion that
the unaffiliated fund invests primarily in the same types of securities as the
ING Fund purchased.

Additionally, Class A shares of the Funds may also be
purchased at net asset value by any charitable organization or any state,
county, or city, or any instrumentality, department, authority or agency thereof
that has determined that a Fund is a legally permissible investment and that is
prohibited by applicable investment law from paying a sales charge or commission
in connection with the purchase of shares of any registered management
investment company ("an eligible governmental authority"). If an investment by
an eligible governmental authority at net asset value is made though a dealer
who has executed a selling group agreement with respect to the ING Funds or the
Pilgrim Funds, the Distributor may pay the selling firm 0.25% of the Offering
Price.

The officers, directors/trustees and bona fide full-time
employees of each Fund and the officers, directors and full-time employees of
the Investment Manager, any Sub-Advisers, the Distributor, any service provider
to the Funds or affiliated corporations thereof or any trust, pension,
profit-sharing or other benefit plan for such persons, broker-dealers, for their
own accounts or for members of their families (defined as current spouse,
children, parents, grandparents, uncles, aunts, siblings, nephews, nieces,
step-relations, relations at-law, and cousins) employees of such broker-dealers
(including their immediate families) and discretionary advisory accounts of the
Investment Manager or any Sub-Adviser, may purchase Class A shares of a Fund at
net asset value without a sales charge. Such purchaser may be required to sign a
letter stating that the purchase is for his own investment purposes only and
that the securities will not be resold except to the Fund. The Funds may, under
certain circumstances, allow registered investment advisers to make investments
on behalf of their clients at net asset value without any commission or
concession.

Class A shares may also be purchased at net asset value by
certain fee based registered investment advisers, trust companies and bank trust
departments under certain circumstances making investments on behalf of their
clients and by shareholders who have authorized the automatic transfer of
dividends from the same class of another ING Fund or Pilgrim Fund.

Class A shares may also be purchased without a sales charge by
(i) shareholders who have authorized the automatic transfer of dividends from
the same class of another ING Fund or Pilgrim Fund; (ii) registered investment
advisors, trust companies and bank trust departments investing in Class A shares
on their own behalf or on behalf of their clients, provided that the aggregate
amount invested in any one or more ING Fund or Pilgrim Funds, during the 13
month period starting with the first investment, equals at least $1 million;
(iii) broker-dealers, who have signed selling group agreements with the
Distributor, and registered representatives and employees of such
broker-dealers, for their own accounts or for members of their families (defined
as current spouse, children, parents, grandparents, uncles, aunts, siblings,
nephews, nieces, step relations, relations-at-law and cousins); (iv)
broker-dealers using third party administrators for qualified retirement plans
who have entered into an agreement with the ING Funds, the Pilgrim Funds or an

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<PAGE> 153

affiliate, subject to certain operational and minimum size requirements
specified from time-to-time by the Funds; (v) accounts as to which a banker or
broker-dealer charges an account management fee ("wrap accounts"); and (vi) any
registered investment company for which ING Mutual Funds Management Co. or
Pilgrim Investments serves as Investment Manager.

The Funds may terminate or amend the terms of these sales
charge waivers at any time. In order for the above sales load waivers to be
effective, the Transfer Agent must be notified of the waiver request when the
purchase order is placed. The Transfer Agent may require evidence of your
qualification for such waivers. Additional information about the above sales
load waivers can be obtained from the Funds by calling 1-800-992-0180.

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

Waiver of Class A CDSL. The CDSL will be waived for certain redemptions
of shares upon (i) the death or permanent disability of a shareholder, or (ii)
in connection with mandatory distributions from an Individual Retirement Account
("IRA") or other qualified retirement plan. The CDSL will be waived in the case
of a redemption of shares following the death or permanent disability of a
shareholder if the redemption is made within one year of death or initial
determination of permanent disability. The waiver is available for total or
partial redemptions of shares owned by an individual or an individual in joint
tenancy (with rights of survivorship), but only for redemptions of shares held
at the time of death or initial determination of permanent disability. The CDSL
will also be waived in the case of a total or partial redemption of shares in
connection with any mandatory distribution from a tax-deferred retirement plan
or an IRA. The waiver does not apply in the case of a tax-free rollover or
transfer of assets, other than one following a separation from services, except
that a CDSL may be waived in certain circumstances involving redemptions in
connection with a distribution from a qualified employer retirement plan in
connection with termination of employment or termination of the employer's plan
and the transfer to another employer's plan or to an IRA. The shareholder must
notify the Fund either directly or through the Distributor at the time of
redemption that the shareholder is entitled to a waiver of the CDSL. The waiver
will then be granted subject to confirmation of the shareholder's entitlement.
The CDSL, which may be imposed on Class A shares purchased in excess of $1
million, will also be waived for registered investment advisors, trust companies
and bank trust departments investing on their own behalf or on behalf of their
clients. These waivers may be changed at any time.

Description of Class B Shares

The public offering price of Class B shares is the net asset
value of the applicable Fund's shares. Such shares are sold without an initial
sales load so that the Fund receives the full

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<PAGE> 154

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

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

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

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

Waiver of Class B CDSL. The CDSL will be waived for certain
redemptions of shares upon (i) the death or permanent disability of a
shareholder, or (ii) in connection with mandatory distributions from an
Individual Retirement Account ("IRA") or other qualified retirement plan. The
CDSL will be waived in the case of a redemption of shares following the death

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<PAGE> 155

or permanent disability of a shareholder if the redemption is made within one
year of death or initial determination of permanent disability. The waiver is
available for total or partial redemptions of shares owned by an individual or
an individual in joint tenancy (with rights of survivorship), but only for
redemptions of shares held at the time of death or initial determination of
permanent disability. The CDSL will also be waived in the case of a total or
partial redemption of shares in connection with any mandatory distribution from
a tax-deferred retirement plan or an IRA. The waiver does not apply in the case
of a tax-free rollover or transfer of assets, other than one following a
separation from services, except that a CDSL may be waived in certain
circumstances involving redemptions in connection with a distribution from a
qualified employer retirement plan in connection with termination of employment
or termination of the employer's plan and the transfer to another employer's
plan or to an IRA. The shareholder must notify the Fund either directly or
through the Distributor at the time of redemption that the shareholder is
entitled to a waiver of the CDSL. The waiver will then be granted subject to
confirmation of the shareholder's entitlement. The CDSL, which may be imposed on
Class A shares purchased in excess of $1 million, will also be waived for
registered investment advisors, trust companies and bank trust departments
investing on their own behalf or on behalf of their clients. These waivers may
be changed at any time.

Conversion to Class A Shares. A shareholder's Class B shares
will automatically convert to Class A shares in a Fund on the first business day
of the month in which the eighth anniversary of the issuance of the Class B
shares occurs, together with a pro rata portion of all Class B shares
representing dividends and other distributions paid in additional Class B
shares. The conversion of Class B shares into Class A shares is subject to the
continuing availability of an opinion of counsel or an Internal Revenue Service
ruling, if the Investment Manager deems it advisable to obtain such advice, to
the effect that (1) such conversion will not constitute taxable events for
federal tax purposes; and (2) the payment of different dividends on Class A and
Class B shares does not result in the Fund's dividends or distributions
constituting "preferential dividends" under the Internal Revenue Code. The Class
B shares so converted will no longer be subject to the higher expenses borne by
Class B shares. The conversion will be effected at the relative net asset values
per share of the two Classes.

Description of Class C Shares

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

Proceeds from the CDSL are paid to the Distributor and are
used to defray its expenses related to providing distribution-related services
to the applicable Fund in connection with the sale of Class C shares, such as
the payment of compensation to selected broker-dealers, and for selling Class C
shares. The combination of the CDSL and the Rule 12b-1 fee enables the Fund to

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<PAGE> 156

sell the Class C shares without deduction of a sales load at the time of
purchase. Although Class C shares are sold without an initial sales load, the
Distributor pays a dealer concession ranging from 0.25% to 1.00% of the amount
invested to broker-dealers who sell Class C shares at the time the shares are
sold.

Waiver of Class C CDSL. The CDSL will be waived for certain redemptions of
shares upon (i) the death or permanent disability of a shareholder, or (ii) in
connection with mandatory distributions from an Individual Retirement Account
("IRA") or other qualified retirement plan. The CDSL will be waived in the case
of a redemption of shares following the death or permanent disability of a
shareholder if the redemption is made within one year of death or initial
determination of permanent disability. The waiver is available for total or
partial redemptions of shares owned by an individual or an individual in joint
tenancy (with rights of survivorship), but only for redemptions of shares held
at the time of death or initial determination of permanent disability. The CDSL
will also be waived in the case of a total or partial redemption of shares in
connection with any mandatory distribution from a tax-deferred retirement plan
or an IRA. The waiver does not apply in the case of a tax-free rollover or
transfer of assets, other than one following a separation from services, except
that a CDSL may be waived in certain circumstances involving redemptions in
connection with a distribution from a qualified employer retirement plan in
connection with termination of employment or termination of the employer's plan
and the transfer to another employer's plan or to an IRA. The shareholder must
notify the Fund either directly or through the Distributor at the time of
redemption that the shareholder is entitled to a waiver of CDSL. The waiver will
then be granted subject to confirmation of the shareholder's entitlement. The
CDSL, which may be imposed on Class A shares purchased in excess of $1 million,
will also be waived for registered investment advisors, trust companies and bank
trust departments investing on their own behalf or on behalf of their clients.
These waivers may be changed at any time.

Description of Class I Shares

Class I shares are currently offered only to retirement plans
affiliated with ING Group. The public offering price of Class I shares is the
net asset value of the applicable Fund's shares.

Minimum Account Balance

Due to the relatively high cost of handling small investments,
each Fund reserves the right, upon 30 days written notice, to redeem, at net
asset value (less any applicable deferred sales charge), the shares of any
shareholder whose account has a value of less than $1,000 in the Fund, other
than as a result of a decline in the net asset value per share. Before the Fund
redeems such shares and sends the proceeds to the shareholder, it will notify
the shareholder that the value of the shares in the account is less than the
minimum amount and will allow the shareholder 30 days to make an additional
investment in an amount that will increase the value of the account to at least

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<PAGE> 157

$1,000 before the redemption is processed. This policy will not be implemented
where a Fund has previously waived the minimum investment requirements.

Reinstatement Privilege

If you sell Class B or Class C shares of an ING Fund or a
Pilgrim Fund, you may reinvest some or all of the proceeds in the same share
class within 90 days without a sales charge. Reinstated Class B and Class C
shares will retain their original cost and purchase date for purposes of the
CDSL. The amount of any CDSL also will be reinstated. To exercise this
privilege, the written order for the purchase of shares must be received by the
Transfer Agent or be postmarked within 90 days after the date of redemption.
This privilege can be used only once per calendar year. If a loss is incurred on
the redemption and the reinstatement privilege is used, some or all of the loss
may not be allowed as a tax deduction.

ADDITIONAL REDEMPTION INFORMATION

Payment to shareholders for shares redeemed will be made
within seven days after receipt by the Funds' Transfer Agent of the written
request in proper form, except that a Fund may suspend the right of redemption
or postpone the date of payment during any period when (a) trading on the New
York Stock Exchange is restricted as determined by the SEC or such exchange is
closed for other than weekends and holidays; (b) an emergency exists as
determined by the SEC making disposal of portfolio series or valuation of net
assets of the Fund not reasonably practicable; or (c) for such other period as
the SEC may permit for the protection of the Funds' shareholders. At various
times, a Fund may be requested to redeem shares for which it has not yet
received good payment. Accordingly, the Fund may delay the mailing of a
redemption check until such time as it has assured itself that good payment has
been collected for the purchase of such shares, which may take up to 15 days or
longer.

The value of shares on redemption or repurchase may be more or
less than the investor's cost, depending upon the market value of the portfolio
securities at the time of redemption or repurchase.

Certain purchases of Class A shares and most Class B and Class
C shares may be subject to a CDSL. Shareholders will be charged a CDSL if
certain of those shares are redeemed within the applicable time period as stated
in the prospectus.

No CDSL is imposed on any shares subject to a CDS to the extent that those
shares (i) are no longer subject to the applicable holding period, (ii) resulted
from reinvestment of distributions on CDSL shares, or (iii) were exchanged for
shares of another ING Fund or a Pilgrim Fund, provided that the shares acquired
in such exchange and subsequent exchanges will continue to remain subject to the
CDSL, if applicable, until the applicable holding period expires.

Signature Guarantees

A signature guarantee is designed to protect the investor, the
Funds, the Distributor, and their agents by verifying the signature of each
investor seeking to redeem, transfer, or exchange shares of the Funds. Signature
guarantees are required for: (i) redemptions by mail in excess of $50,000; (ii)
redemptions by mail if the proceeds are to be paid to someone other than the
name(s)

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<PAGE> 158

in which the account is registered; (iii) written redemptions requesting
proceeds to be sent by wire to other than the bank of record for the account;
(iv) redemptions requesting proceeds to be sent to a new address or an address
that has been changed within the past 30 days; (v) requests to transfer the
registration of shares to another owner; (vi) telephone exchange and telephone
redemption authorization forms; (vii) changes in previously designated wiring
instructions; and (viii) written redemptions or exchanges of shares previously
reported as lost/abandoned property, whether or not the redemption amount is
under $50,000 or the proceeds are to be sent to the address of record. These
requirements may be waived or modified upon notice to shareholders.

Acceptable guarantors include banks, broker-dealers, credit
unions, national securities exchanges, savings associations and any other
organization, provided that such institution or organization qualifies as an
"eligible guarantor institution" as that term is defined in rules adopted by the
SEC, and further provided that such guarantor institution is listed in one of
the reference guides contained in the Transfer Agent's current Signature
Guarantee Standards and Procedures, such as certain domestic banks, credit
unions, securities dealers, or securities exchanges. The Transfer Agent will
also accept signatures with either: (i) a signature guarantee with a medallion
stamp of the STAMP Program, or (ii) a signature guaranteed with a medallion
stamp of the NYSE Medallion Signature Program, provided that in either event,
the amount of the transaction involved does not exceed the surety coverage
amount indicated on the medallion. For information regarding whether a
particular institution or organization qualifies as an "eligible guarantor
institution," an investor should call the Funds at 1-800-992-0180.

Redemption in Kind

The Funds intend to pay in cash for all shares redeemed, but under abnormal
conditions that make payment in cash unwise, a Fund may make payment wholly or
partly in securities at their then current market value equal to the redemption
price. In such case, an investor may incur brokerage costs in converting such
securities to cash. However, the Funds have elected to be governed by the
provisions of Rule 18f-1 under the 1940 Act, which contains a formula for
determining the minimum amount of cash to be paid as part of any redemption. In
the event the Funds must liquidate portfolio securities to meet redemptions,
they reserves the right to reduce the redemption price by an amount equivalent
to the pro-rated cost of such liquidation not to exceed one percent of the net
asset value of such shares.

TELEPHONE REDEMPTION AND EXCHANGE PRIVILEGES

As discussed in the Prospectus, the telephone redemption and
exchange privileges are available for all shareholder accounts; however,
retirement accounts may not utilize the telephone redemption privilege. The
telephone privileges may be modified or terminated at any time. The privileges
are subject to the conditions and provisions set forth below and in the
Prospectus.

(1) Telephone redemption and/or exchange instructions
received in good order before the pricing of a Fund on any day on which the New
York Stock Exchange is open for business (a 'Business Day'), but not later than
4:00 p.m. eastern time, will be processed at that day's closing net asset value.
For each exchange, the shareholder's account may be charged an exchange fee.
There is no fee for telephone redemptions; however, redemptions of Class A and
Class B shares may be subject to a contingent deferred sales charge (See "How to
Redeem Shares" in the Prospectus).

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<PAGE> 159

(2) Telephone redemption and/or exchange instructions
should be made by dialing 1-800-992-0180.

(3) The Funds will not permit exchanges in violation of
any of the terms and conditions set forth in the Funds' Prospectus or herein.

(4) Telephone redemption requests must meet the following
conditions to be accepted by the Funds:

(a) Proceeds of the redemption may be directly
deposited into a predetermined bank account, or mailed to the current
address on the registration. This address cannot reflect any change
within the previous thirty (30) days.

(b) Certain account information will need to be
provided for verification purposes before the redemption will be
executed.

(c) Only one telephone redemption (where
proceeds are being mailed to the address of record) can be processed
within a 30 day period.

(d) The maximum amount which can be liquidated
and sent to the address of record at any one time is $100,000.

(e) The minimum amount which can be liquidated
and sent to a predetermined bank account is $5,000.

(5) If the exchange involves the establishment of a new
account, the dollar amount being exchanged must at least equal the minimum
investment requirement of the Fund being acquired.

(6) Any new account established through the exchange
privilege will have the same account information and options except as stated in
the Prospectus.

(7) If a portion of the shares to be exchanged are held
in escrow in connection with a Letter of Intent, the smallest number of full
shares of the Fund to be purchased on the exchange having the same aggregate net
asset value as the shares being exchanged shall be substituted in the escrow
account. shares held in escrow may not be redeemed until the Letter of Intent
has expired and/or the appropriate adjustments have been made to the account.

(8) Shares may not be exchanged and/or redeemed unless an
exchange and/or redemption privilege is offered pursuant to the Fund's
then-current prospectus.

(9) Proceeds of a redemption may be delayed up to 15 days
or longer until the check used to purchase the shares being redeemed has been
paid by the bank upon which it was drawn.

PURCHASE AND REDEMPTION PLANS

The Trust offers various purchase and redemption plans that
make investing and
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<PAGE> 160

redeeming shares of the Funds more convenient than by mail or wire. The
following are the plans offered and the features of the plans. Please contact
the Funds at 1-800-992-0180 for the appropriate authorization form. These
purchase and redemption plans are currently not available for investors that
invest through IRAs or any qualified retirement plans.

Pre-Authorized Investment Program. As discussed in the
Prospectus, the Funds provide a Pre-Authorized Investment Program for the
convenience of investors who wish to purchase shares of the Funds on a regular
basis. Such a Program may be started with an initial investment ($1,000 minimum)
and subsequent voluntary purchases ($100 minimum) with no obligation to
continue. The Program may be terminated without penalty at any time by the
investor or the Funds. The minimum investment requirements may be waived by the
Funds for purchases made pursuant to (i) employer-administered payroll deduction
plans, (ii) profit-sharing, pension, or individual or any employee retirement
plans, or (iii) purchases made in connection with plans providing for periodic
investments in Fund shares.

The Pre-Authorized Investment Program enables you to purchase
Fund shares (minimum of $50 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the federal
government automatically deposited into your Fund account. You may deposit as
much of such payments as you elect. To enroll in this plan you must file with
the Transfer Agent a completed Directed Deposit Sign-Up Form for each type of
payment that you desire to include in this plan. The appropriate form may be
obtained from the Funds by calling 1-800-992-0180. Death or legal incapacity
will terminate your participation in this plan. You may elect at any time to
terminate your participation by notifying in writing the appropriate federal
agency. The Fund may terminate your participation upon 30 days' notice to you.

The Pre-Authorized Investment Program permits you to purchase
Fund shares automatically on a regular basis. Depending upon your employer's
direct deposit program, you may have part or all of your paycheck transferred to
your existing ING account electronically through the Automated Clearing House
system at each pay period. To establish an account, you must file an
authorization form with your employer's payroll department. Your employer must
complete the reverse side of the form and return it to ING Funds, P.O. Box
219368, Kansas City, MO 64121-9368. You may obtain the necessary authorization
form from the Funds by calling 1-800-992-0180. You may change the amount of
purchase or cancel the authorization only by written notification to your
employer. It is the sole responsibility of your employer, not the Distributor,
the Trust, the Transfer Agent or any other person, to arrange for transactions
under the Program. Minimum investment amounts will be determined on a
case-by-case basis. The Fund may modify or terminate this program at any time or
charge a service fee. No such fee currently is contemplated.

Systematic Withdrawal Plan. You may elect to make periodic
withdrawals from your account in any fixed amount in excess of $100 to yourself,
or to anyone else you properly designate, as long as the account has a current
value of at least $10,000. To establish a systematic cash withdrawal, complete
the Systematic Withdrawal Plan section of the Account Application. To have funds
deposited to your bank account, follow the instructions on the Account
Application. You may elect to have monthly, quarterly, semi-annual or annual
payments. Redemptions are normally processed on the fifth day prior to the end
of the month, quarter or year. Checks are then mailed or proceeds are forwarded
to your bank account on or about the first of the following month. You may
change the amount, frequency and payee, or terminate the plan by giving written
notice to the Transfer Agent. A Systematic Withdrawal Plan may be modified at
any time by the Funds or

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<PAGE> 161

terminated upon written notice by the relevant Fund.

During the withdrawal period, you may purchase additional
shares for deposit to your account, subject to any applicable sales charge, if
the additional purchases are equal to at least one year's scheduled withdrawals,
or $1,200, whichever is greater. There are no separate charges to you under this
Plan, although a CDSL may apply if you purchased Class A, B or C shares.
Shareholders who elect to have a systematic cash withdrawal must have all
dividends and capital gains reinvested. As shares of the Fund are redeemed under
the Plan, you may realize a capital gain or loss for income tax purposes.

Retirement Plans. For self-employed individuals and corporate
investors that wish to purchase shares of a Fund, there is available through the
Fund a Prototype Plan and Custody Agreement. The Custody Agreement provides that
Investors Fiduciary Trust Company, Kansas City, Missouri, will act as Custodian
under the Plan, and will furnish custodial services for an annual maintenance
fee of $12.00 for each participant, with no other charges. (This fee is in
addition to the normal Custodian charges paid by the Funds.) The annual contract
maintenance fee may be waived from time to time. For further details, including
the right to appoint a successor Custodian, see the Plan and Custody Agreements
as provided by the Funds. Employers who wish to use shares of a Fund under a
custodianship with another bank or trust company must make individual
arrangements with such institution.

Investors having earned income are eligible to purchase shares
of a Fund under an IRA pursuant to Section 408(a) of the Internal Revenue Code.
An individual who creates an IRA may contribute annually certain dollar amounts
of earned income, and an additional amount if there is a non-working spouse.
Simple IRA plans that employers may establish on behalf of their employees are
also available. Roth IRA plans that enable employed and self-employed
individuals to make non-deductible contributions, and, under certain
circumstances, effect tax-free withdrawals, are also available. Copies of a
model Custodial Account Agreement are available from the Distributor. Investors
Fiduciary Trust Company, Kansas City, Missouri, will act as the Custodian under
this model Agreement, for which it will charge the investor an annual fee of
$12.00 for maintaining the Account (such fee is in addition to the normal
custodial charges paid by the Funds). Full details on the IRA are contained in
an IRS required disclosure statement, and the Custodian will not open an IRA
until seven (7) days after the investor has received such statement from the
Funds. An IRA using shares of a Fund may also be used by employers who have
adopted a Simplified Employee Pension Plan.

Purchases of Fund shares by Section 403(b) and other
retirement plans are also available. Section 403(b) plans are arrangements by a
public school organization or a charitable, educational, or scientific
organization that is described in Section 501(c)(3) of the Internal Revenue Code
under which employees are permitted to take advantage of the federal income tax
deferral benefits provided for in Section 403(b) of the Code. It is advisable
for an investor considering the funding of any retirement plan to consult with
an attorney or to obtain advice from a competent retirement plan consultant.

For investors purchasing shares of the Funds under a
tax-qualified individual retirement or pension plan or under a group plan
through a person designated for the collection and remittance of monies to be
invested in shares of the Funds on a periodic basis, the Funds may, in lieu

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<PAGE> 162

of furnishing confirmations following each purchase of Fund shares, send
statements no less frequently than quarterly pursuant to the provisions of the
Securities Exchange Act of 1934, as amended, and the rules thereunder. Such
quarterly statements, which would be sent to the investor or to the person
designated by the group for distribution to its members, will be made within
five business days after the end of each quarterly period and shall reflect all
transactions in the investor's account during the preceding quarter.

BROKER-DEALER COMPENSATION

The Distributor may pay to Authorized Dealers out of its own
assets commissions on shares sold in Classes A, B and C, at net asset value,
which at the time of investment would have been subject to the imposition of a
contingent deferred sales charge ("CDSL") if redeemed. There is no sales charge
on purchases of $1,000,000 or more of Class A shares. However, such purchases
may be subject to a CDSL, as disclosed in the Prospectus. The Distributor will
pay Authorized Dealers of record commissions at the rates shown in the table
below for purchases of Class A shares that are subject to a CDSL.

<TABLE>
<CAPTION>
DEALER COMMISSION AS A
AMOUNT OF TRANSACTION PERCENTAGE OF AMOUNT INVESTED
--------------------- -----------------------------
<S> <C>
$1,000,000 to $2,499,000 1.00%
$2,500,000 to $4,999,999 0.50%
$5,000,000 and over 0.25%
</TABLE>

The Distributor will pay out of its own assets a commission of
4% of the amount invested for purchases of Class B shares subject to a CDS. For
purchases of Class C shares subject to a CDSL, the Distributor may pay out of
its own assets a commission of 1% of the amount invested of each Fund.

The Distributor may, from time to time, at its discretion,
allow a selling dealer to retain 100% of a sales charge, and such dealer may
therefore be deemed an "underwriter" under the Securities Act of 1933, as
amended. the Distributor, at its expense, may also provide additional
promotional incentives to dealers. The incentives may include payment for travel
expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and members of their families to locations
within or outside of the United States, merchandise or other items. For more
information on incentives, see "Management -- Rule 12b-1 Distribution Plan" in
this Statement of Additional Information.

The Distributor may pay individual representatives of
affiliated companies up to an additional 1.00% of the net asset value of Class
A, Class B, Class C and/or Class I shares of the Funds sold by such persons. The
affiliated companies, as such term is defined under the 1940 Act, are IFG
Network Securities, Inc., Locust Street Securities, Inc., Multi-Financial
Securities Corporation, Vestax Securities Corp., Southland Life Insurance
Company, Security Life of Denver Insurance Company, Equitable Life Insurance
Company of Iowa, Compulife Investor Services,

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<PAGE> 163

Inc., ING Barings Furman Selz LLC, ING Barings LLC, Washington Square
Securities, Prime Vest Financial Services, Granite Investment Services, Split
Rock Financial Inc., BancWest Investment Services, and Financial Northeastern
Securities, Inc. Representatives of the affiliated companies also may receive up
to .20% of the net asset value of Class A, Class B and Class C shares of the
Funds sold by them.

For the period from November 1, 2000 through the close of
business on October 31, 2002, the Distributor has committed to continue the
trails on Fund shares sold prior to November 1, 2000 in accordance with the
applicable annual fee rate based on the average daily net asset value of the
shares held by a broker's investors, described below:

Equity Funds Fixed Income Funds Money Market Funds
------------ ------------------ ------------------
Class A 0.40% 0.35% 0.35%
Class B* 0.40% 0.40% 0.40%
Class C* 1.00% 1.00% 1.00%

* Beginning in month 13.

PORTFOLIO TRANSACTIONS

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

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

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

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<PAGE> 164
the Funds as a principal in the purchase and sale of securities except in
limited situations permitted by SEC regulations, unless an exemptive order
allowing such transactions is obtained from the SEC.

The aggregate amount of brokerage commissions paid by the
Funds during the fiscal year ended October 31, 1999 were:

<TABLE>
<S> <C>
ING Large Cap Growth Fund $ 70,079
ING Growth & Income Fund $ 60,568
ING Mid Cap Growth Fund $ 53,931
ING Small Cap Growth Fund $ 77,325
ING Global Brand Names Fund $ 67,743
ING International Equity Fund $112,855
ING European Equity Fund $ 91,450
ING Tax-Efficient Equity Fund $ 53,629
ING Focus Fund $111,967
ING Global Information Technology Fund $ 49,574
ING Internet Fund $ 3,208
ING Intermediate Bond Fund $ 0
ING High Yield Fund $ 0
ING International Bond Fund $ 0
ING Money Market Fund $ 0
</TABLE>

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

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

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

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and subject to seeking the most
favorable price and execution available and such other

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<PAGE> 165

policies as the Trustees may determine, the Sub-Adviser may consider sales of
shares of the Funds as a factor in the selection of broker-dealers to execute
portfolio transactions for the Funds.

Portfolio Turnover

Changes may be made in the portfolio consistent with the investment
objectives and policies of the Funds whenever such changes are believed to be in
the best interests of the Funds and their shareholders. Portfolio turnover rate
is, in general, the percentage computed by taking the lesser of purchases or
sales of portfolio securities (excluding securities with a maturity date of one
year or less at the time of acquisition) for the period and dividing it by the
monthly average of the market value of such securities during the period. For
purposes of this calculation, portfolio securities exclude all securities having
a maturity when purchased of one year or less.

TAXATION

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

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

55
<PAGE> 166
changes in federal tax law or judicial or administrative decisions or
pronouncements may supercede or affect the Funds' conclusions. The Funds do not
believe that a multiple-class structure having all of the features of the
multiple-class structure of each of the Funds has been considered by the IRS in
other rulings. If dividends declared and paid by a Fund on any class of shares
were to be treated as "preferential," dividends paid by the Fund to shareholders
on all classes of shares during the taxable year would become non-deductible. In
this event, the Fund would not be treated as a regulated investment company and
the Fund would be taxed on its net income, without any deductions for dividends
paid to its shareholders. The resulting federal and state income tax liability,
and any related interest and penalties, would be payable from and to the extent
of such Fund's then available assets and ultimately would be borne by all
current shareholders. The treatment of dividends declared and paid during the
taxable year on any class of shares as preferential, and the resulting failure
of a Fund to be treated as a regulated investment company, could have additional
personal income tax consequences for shareholders of the Fund, including the
taxation of distributions as ordinary income that otherwise would have been
classified as net capital gains.

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

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

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

A Fund's net realized capital gains from securities transactions
will be distributed only after reducing such gains by the amount of any
available capital loss carryforwards. Capital losses may be carried forward to
offset any capital gains for eight years, after which any unutilized capital
loss remaining is lost as a deduction. For the fiscal; year ending, the ING Tax
Efficient Equity Fund had capital loss carryforwards equal to $7,352, the ING
Small Cap Growth Fund had

56
<PAGE> 167
capital loss carryforwards equal to $1,539,689, the ING Mid Cap Growth Fund had
capital loss carryforwards equal to $2,076,959, the ING Large Cap Growth Fund
had capital loss carryforwards equal to $1,396,880, the ING Intermediate Bond
Fund had capital loss carryforwards equal to $1,083,329 and the ING
International Bond Fund had capital loss carryforwards equal to $247,357.

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

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

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

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

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<PAGE> 168
become available that would affect the tax treatment of PFIC stock held by a
Fund. Each Fund's intention to qualify annually as a regulated investment
company may limit its elections with respect to PFIC stock.

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

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

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

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

A Fund may make one or more of the elections available under the
Code which are applicable to straddles. If a Fund makes any of the elections,
the amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under the

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<PAGE> 169
rules according to the election(s) made. The rules applicable under certain
of the elections may operate to accelerate the recognition of gains or losses
from the affected straddle positions.

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

Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time a Fund accrues interest, dividends
or other receivables, or accrues expenses or other liabilities denominated in a
foreign currency, and the time the Fund actually collects such receivables, or
pays such liabilities, generally are treated as ordinary income or ordinary
loss. Similarly, on disposition of debt securities denominated in a foreign
currency and on disposition of certain options and forward and futures
contracts, gains or losses attributable to fluctuations in the value of foreign
currency between the date of acquisition of the security or contract and the
date of disposition also are treated as ordinary gain or loss. These gains or
losses, referred to under the Code as "section 988" gains or losses, may
increase, decrease, or eliminate the amount of a Fund's investment company
taxable income to be distributed to its shareholders as ordinary income.
Investors should consult their own tax advisors in this regard.

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

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

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the alternative minimum tax imposed on corporations and individuals, and foreign
taxes generally may not be deducted in computing alternative minimum taxable
income.

The Funds are required to report to the Internal Revenue Service
("IRS") all distributions except in the case of certain exempt shareholders. All
such distributions generally are subject to withholding of federal income tax at
a rate of 31% ("backup withholding") in the case of non-exempt shareholders if
(1) the shareholder fails to furnish the Funds with and to certify the
shareholder's correct taxpayer identification number or social security number,
(2) the IRS notifies the Funds or a shareholder that the shareholder has failed
to report properly certain interest and dividend income to the IRS and to
respond to notices to that effect, or (3) when required to do so, the
shareholder fails to certify that he is not subject to backup withholding. If
the withholding provisions are applicable, any such distributions, whether
reinvested in additional shares or taken in cash, will be reduced by the amounts
required to be withheld. Backup withholding is not an additional tax. Any amount
withheld may be credited against the shareholder's U.S. Federal income tax
liability. Investors may wish to consult their tax advisers about the
applicability of the backup withholding provisions.

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

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

To the extent that a Fund's dividends are derived from its
investment company taxable income (which includes interest on its temporary
taxable investments and the excess of net

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\short-term capital gain over net long-term capital loss), they are considered
ordinary (taxable) income for Federal income tax purposes. Such dividends will
not qualify for the dividends-received deduction for corporations.
Distributions, if any, of net long-term capital gains (the excess of net
long-term capital gain over net short-term capital loss) designated by a Fund as
long-term capital gain dividends are taxable to shareholders as long-term
capital gain regardless of the length of time the shareholder has owned shares
of the Fund.

OTHER INFORMATION

Capitalization

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

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

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

61
<PAGE> 172
Voting Rights

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

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

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

Performance Information

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

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

n
P(l+T) = ERV

(where P = a hypothetical initial payment of $1,000, T = the average
annual total return, n = the number of years, and ERV = the ending redeemable
value of a hypothetical $1,000

62
<PAGE> 173
payment made at the beginning of the period). All total return figures will
reflect a proportional share of Fund expenses (net of certain reimbursed
expenses) on an annual basis, and will assume that all dividends and
distributions are reinvested when paid.

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

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

The table below illustrates the current and effective yields of the ING Money
Market Fund for the seven days ended October 31, 1999:

<TABLE>
<CAPTION>
----------------------------------------------------
Current Effective
Yield Yield
----------------------------------------------------
ING Money Market Fund
----------------------------------------------------
<S> <C> <C>
Class A Shares 4.85% 4.97%
Class B Shares 4.21% 4.30%
Class C Shares 4.21% 4.30%
Class I Shares 5.31% 5.45%
Class X Shares 4.21% 4.30%
----------------------------------------------------
</TABLE>

Quotations of yield for the Funds which are not money market funds
will be based on the investment income per share earned during a particular
30-day period, less expenses accrued during a period ("net investment income")
and will be computed by dividing net investment income by the maximum offering
price per share on the last day of the period, according to the following
formula:

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

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

63
<PAGE> 174
The table below illustrates the yields of the ING Intermediate Bond
Fund, the ING High Yield Bond Fund and the ING International Bond Fund for the
30-day period ended October 31, 1999:

<TABLE>
<CAPTION>
------------------------------------------
Effective
Yield
------------------------------------------
ING Intermediate Bond Fund
------------------------------------------
<S> <C>
Class A Shares 6.61%
Class B Shares 6.16%
Class C Shares 6.19%
Class X Shares 6.18%
------------------------------------------
ING High Yield Bond Fund
------------------------------------------
Class A Shares 8.20%
Class B Shares 7.83%
Class C Shares 7.83%
Class X Shares 7.86%
------------------------------------------
ING International Bond Fund
------------------------------------------
Class A Shares 3.82%
Class B Shares 3.35%
Class C Shares 3.37%
Class I Shares 4.47%
Class X Shares 3.36%
------------------------------------------
</TABLE>

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

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

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

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

The Funds may also calculate performance using any other historical
measure of performance (not subject to any prescribed method of computation) if
the measurement reflects all elements of return. If used, such performance
measurements will disclose the length of and the last day in the base period
used in calculating the quotation, a description of the method by which the
performance data is calculated, and the income tax rate used in the calculation,
if applicable.

In connection with communicating its yields or total return to
current or prospective shareholders, the Funds also may compare these figures to
the performance of other mutual funds tracked by mutual fund rating services or
to other unmanaged indices which may assume

64
<PAGE> 175
reinvestment of dividends but generally do not reflect deductions for
administrative and management costs.

The Funds may from time to time include in advertisements, sales
literature, communications to shareholders and other materials, comparisons of
its total return to the return of other mutual funds with similar investment
objectives, broadly-based market indices, other investment alternatives,
rankings prepared by independent services or other financial or industry
publications that monitor the performance of mutual funds. For example, the
performance of the funds may be compared to data prepared by Lipper Analytical
Services, Inc., Morningstar, Inc., the S&P 500 Index, the Dow Jones Industrial
Average, the Russell 2000 or, in the case of the ING Money Market Funds, IBC
Financial Data, Inc. Lipper Analytical Services, Inc. maintains statistical
performance databases, as reported by a diverse universe of
independently-managed mutual funds. Morningstar, Inc. is a mutual fund
performance rating service that rates mutual funds on the basis of risk-adjusted
performance. Evaluations of fund performance made by independent sources may
also be used in advertisements concerning the Funds, including reprints of, or
selections from editorials or articles about the Funds or the Funds' managers.

The Funds may also publish rankings or ratings of the managers.
Materials may include a list of representative clients of the Funds' investment
advisers and may contain information regarding the background, expertise, etc.
of the Funds' investment advisers or portfolio managers. The distributor may
provide information that discusses the managers' philosophy, investment
strategy, investment process, security selection criteria and screening
methodologies.

In addition, the Funds may also include in materials discussions
and/or illustrations of the potential investment goals of a prospective
investor, investment management strategies, techniques, policies or investment
suitability of a Fund, economic and political conditions, the relationship
between sectors of the economy and the economy as a whole, various securities
markets, the effects of inflation and historical performance of various asset
classes, including but not limited to, stocks, bonds and Treasury securities,
and hypothetical investment returns based on certain assumptions. From time to
time, materials may summarize the substance of information contained in
shareholder reports (including the investment composition of a Fund) as well as
the views of the advisers as to current market, economic, trade and interest
rate trends, legislative, regulatory and monetary developments, investment
strategies and related matters believed to be of relevance to a Fund. Material
may also contain fund holdings, sector allocations, asset allocations, credit
ratings, and regional allocations. Material may refer to various fund
identifiers such as the CUSIP numbers or NASDAQ symbols.

Principal Holders of Fund Shares

As of January 31, 2000, ING America Insurance Holdings, Inc. owned
of record more that 25% of the shares of each Fund and thus may be deemed to
control the Funds. ING America Insurance Holdings, Inc. is a corporation
organized under the laws of the state of Delaware. Generally, a shareholder
holding more than 50% of a Fund's shares would be able to cast the deciding vote
on any proposal submitted to shareholders.

To the best knowledge of the Trust, the names and addresses of the
holders of 5% or more of the outstanding shares of each class of the Funds'
equity securities as of January 31, 2000, and the percentage of the outstanding
shares held by such holders are set forth in the table below.

65
<PAGE> 176
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
NAME AND PERCENT OWNED OF PERCENT OWNED
ING FUND ADDRESS OF OWNER RECORD BENEFICIALLY
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ING Large Cap Growth ING America Insurance Holdings Inc. 58.29%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
Carn & Co #02265101 22.36% 22.36%
ING Savings Plan
Attn Mutual Funds-Star
PO Box 96211
Washington, DC 20090-6211
-----------------------------------------------------------------------------------------------------------------------------------
ING Large Cap Growth Tribal Government 72.66%
Fund - Class C Forest County
Potawatomi Children
P.O. Box 340
Crandon, WI 54520-0340
-----------------------------------------------------------------------------------------------------------------------------------
ING Large Cap Growth Baring North America 54.19% 54.19%
Fund - Class I 401K Retirement Plan
Attn Melinda B Dee
125 High Street Suite 2700
Boston, MA 02110-2704
-----------------------------------------------------------------------------------------------------------------------------------
Baring North America 45.81% 45.81%
Employee Pension Plan
Attn Melinda B Dee
125 High Street Suite 2700
Boston, MA 02110-2704
-----------------------------------------------------------------------------------------------------------------------------------
ING Growth & Income ING America Insurance Holdings Inc. 79.75%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING Growth & Income First Union Securities, Inc. 6.74% 6.74%
Fund - Class B A/C 5477-8728
FBO Lonnie McDade IRA
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
ING Growth & Income Investors Fiduciary Trust Co Cust 11.62%
Fund - Class C IRA A/C John M Murphay
871 Shawmut Ct NW
Grand Rapids, MI 49505-3682
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 11.31%
IRA R/O Robert R Wysocki
741 Sligh Blvd NE
Grand Rapids, MI 49505-3682
-----------------------------------------------------------------------------------------------------------------------------------
Donaldson Lufkin Jenrette Securities 5.98% 5.98%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

66
<PAGE> 177
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 5.36%
IRA A/C Nancy K Nowicki
1240 Lamont Ave NW
Grand Rapids, MI 49505-3682
-----------------------------------------------------------------------------------------------------------------------------------
ING Mid Cap Growth ING America Insurance Holdings Inc. 91.93%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING Mid Cap Growth Investors Fiduciary Trust Co Cust 8.77%
Fund - Class B IRA A/C Kenneth H Mangels
1722 Ironwood Dr
Sycamore, IL 60178-2746
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 6.90% 6.90%
A/C 4303-4396
Linda R Hucker TR
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 6.56%
IRA A/C Jeff Leas
40W922 Creekwood Dr
Elgin, IL 60123-8366
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 6.12%
IRA A/C L Claire Boroff
47 Winnipeg Rd
Kearney, NE 68847-7930
-----------------------------------------------------------------------------------------------------------------------------------
ING Mid Cap Growth Donaldson Lufkin Jenrette Securities 26.18% 26.18%
Fund - Class C Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------------------------------------------------------------
Donaldson Lufkin Jenrette Securities 15.06% 15.06%
Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 10.62%
IRA A/C John M Murphy
871 Shawmut Ct NW
Grand Rapids, MI 49504-3764
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 6.15%
FBO Michael G Russomanno IRA R/O 1
Kastor Lane W Long Branch, NJ
07764-1223
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 5.03% 5.03%
A/C 4303-4396
Linda R Hucker TR
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

67
<PAGE> 178
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
ING Mid Cap Growth Investors Fiduciary Trust Co 7.76%
Fund - Class X IRA R/O Sergio Rosa
14526 Williamsburg Street
Riverview, MI 48192-7604
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 7.63%
IRA A/C Mary A Schweikle
2905 Orchard Avenue
Montoursville, PA 17754-9526
-----------------------------------------------------------------------------------------------------------------------------------
Raymond James & Assoc Inc Cust 7.60%
FBO Pete Gibbs IRA
540 Pinehaven Drive
Houston, TX 77024-3727
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 7.26%
IRA A/C Elaine P Altherr
28800 Summit Drive
Novi, MI 48377-2939
-----------------------------------------------------------------------------------------------------------------------------------
Raymond James & Assoc Inc Cust 5.53%
FBO Earl W Varney IRA
306 Brook Forest TRL
Sugar Land, TX 77478-4745
-----------------------------------------------------------------------------------------------------------------------------------
ING Small Cap Growth ING America Insurance Holdings Inc. 88.02%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING Small Cap Growth Cynthia M Dodds TEE 7.65%
Fund - Class B U/A dtd 5/12/99 FBO Cynthia M
Dodds-Dugan Trust
PO Box 314 18929
S Elliot St
Rudyard, MI 49780-2500
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 6.10%
IRA A/C James E Jackson Sr.
454 Wishbone Drive
Bloomfield, MI 48304-2351
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 5.84%
IRA A/C Ridley S Nimmo
5709 Lamplighter Lane
Midland, MI 48642-3123
-----------------------------------------------------------------------------------------------------------------------------------
ING Small Cap Growth Donaldson Lufkin Jenrette Securities 7.47% 7.47%
Fund - Class C Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 6.79% 6.79%
A/C 5642-1937
ALWAL B Moore Rev Liv Trust
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

68
<PAGE> 179
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
ING Small Cap Growth Investors Fiduciary Trust Co 7.83%
Fund - Class X Roth Converted IRA 1/1/98
FBO Gurbakhsh R Kapur
18982 Harrisoon Avenue
Livonia, MI 48152-3572
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 5.81%
IRA R/O John J Pileggi
1475 Dunwoody Drive
West Chester, PA 19380-1478
-----------------------------------------------------------------------------------------------------------------------------------
Bear Stearns Securities Corp 5.70% 5.70%
FBO 681-95691-19
1 Metrotech Ctr N
Brooklyn, NY 11201-3870
-----------------------------------------------------------------------------------------------------------------------------------
ING Global Brand Names ING America Insurance Holdings Inc. 78.31%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING Global Brand Names Tribal Government 89.57%
Fund - Class C Forest County Potawatomi Children
P.O. Box 340
Crandon, WI 54520-0340
-----------------------------------------------------------------------------------------------------------------------------------
ING Global Brand Names First Clearing Corporation 5.62% 5.62%
Fund - Class X A/C 1506-1171 David Berkowitz SEP
IRA FCC As custodian
38A Warwick Street
Somerville, MA 02145-3510
-----------------------------------------------------------------------------------------------------------------------------------
ING International Equity ING America Insurance Holdings Inc. 67.23%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
Carn & Co #02265101 22.27% 22.27%
ING Savings Plan
Attn Mutual Funds-Star
PO Box 96211
Washington, DC 20090-6211
-----------------------------------------------------------------------------------------------------------------------------------
ING International Equity Cynthia M Dodds TEE 5.32%
Fund - Class B U/A dtd 5/12/99 FBO Cynthia M
Dodds-Dugan Trust
PO Box 314 18929 S Elliot St
Rudyard, MI 49780-2500
-----------------------------------------------------------------------------------------------------------------------------------
Donaldson Lufkin Jenrette Securities
Corporation Inc. 5.24% 5.24%
P.O. Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

69
<PAGE> 180
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
ING International Equity Baring North America 61.76% 61.76%
Fund - Class I 401K Retirement Plan
Attn Melinda B Dee
125 High Street Suite 2700
Boston, MA 02110-2704
-----------------------------------------------------------------------------------------------------------------------------------
Baring North America 38.24% 38.24%
Employee Pension Plan
Attn Melinda B Dee
125 High Street Suite 2700
Boston, MA 02110-2704
-----------------------------------------------------------------------------------------------------------------------------------
ING International Equity Investors Fiduciary Trust Co 12.76%
Fund - Class X Roth Converted IRA 1/1/98
FBO Gurbakhsh R. Kapur
18982 Harrison Avenue
Livonia, MI 48152-3034
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 11.21%
IRA R/O John J Pileggi
1475 Dunwoody Drive
West Chester, PA 19380-1478
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 8.21%
IRA A/C Roger W Langeliers
851 Fairway View Drive
Eugene, OR 97401-7607
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 6.52%
IRA A/C James Malley Jr.
39618 Birchwood Drive
Plymouth, MI 48170-4598
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 6.32%
IRA R/O Theodore H Mohler
540 Brookside Drive
Eugene, OR 97405-20443
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 6.09%
IRA R/O Helen R Caldwell
2289 Mariano Street
Woodland Hills, CA 91367
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 5.76%
IRA A/C Barbara J Nichols
18808 Stamford Street
Livonia, MI 48111152-3034
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 5.50%
IRA R/O Chris F Barry
4923 Alba Road
Houston, TX 77018-1408
-----------------------------------------------------------------------------------------------------------------------------------
ING European Equity ING America Insurance Holdings Inc. 94.35%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

70
<PAGE> 181
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
ING European Equity Investors Fiduciary Trust Co 7.67%
Fund - Class B IRA R/O Harold G Marcus
4291 Tacoma Blvd
Okemos, MI 48864-2733
-----------------------------------------------------------------------------------------------------------------------------------
Southwest Securities Inc FBO 6.68% 6.68%
James F Berschback
PO Box 509002
Dallas, TX 75250-9002
-----------------------------------------------------------------------------------------------------------------------------------
Southwest Securities Incorporated 6.28% 6.28%
For Benefit of: James Morgan
5524363548
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 5.68%
IRA A/C Raymond A Vehoski
37453 Ladue Street
Clinton Twp, MI 48036-2919
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 5.12%
IRA A/C Sandra D Dertel
344 Village Creek Dr
Lake in the Hills, IL 60102-4461
-----------------------------------------------------------------------------------------------------------------------------------
ING European Equity First Union Securities, Inc. 19.79% 19.79%
Fund - Class C A/C 4585-7740
A&J Family Limited Partnership
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 15.88%
IRA R/O Gary E Phillips
Red School Lane Apt 0-9
Phillipsburg, NJ 08865
-----------------------------------------------------------------------------------------------------------------------------------
Donaldson Lufkin & Jenrette 12.47% 12.47%
Securities Corp Inc
PO Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------------------------------------------------------------
ING European Equity Investors Fiduciary Trust Co 5.42%
Fund - Class X IRA R/O Richard M Pierzynski
15992 Winchester Drive
Northville, MI 48167-2345
-----------------------------------------------------------------------------------------------------------------------------------
ING Tax Efficient Equity ING America Insurance Holdings Inc. 64.72%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING Tax Efficient Equity First Union Securities, Inc. 5.14% 5.14%
Fund - Class B A/C 2779-9341
Yvonne M Lussenhop
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
ING Tax Efficient Equity First Union Securities, Inc. 6.54% 6.54%
Fund - Class C A/C 1216-2763
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

71
<PAGE> 182
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
Michelle K Dalpe Trust
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
Carol M Briggs 5.20%
1131 Quinby Avenue
Wooster, OH 44691-2854
-----------------------------------------------------------------------------------------------------------------------------------
Donaldson Lufkin Jenrette 5.07% 5.07%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------------------------------------------------------------
Donaldson Lufkin Jenrette 5.07% 5.07%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------------------------------------------------------------
ING Focus Fund - Class A ING America Insurance Holdings Inc. 64.86%
Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
Carn & Co #02265101 23.79% 23.79%
ING Savings Plan
Attn Mutual Funds-Star
PO Box 96211
Washington, DC 20090-6211
-----------------------------------------------------------------------------------------------------------------------------------
ING Focus Fund - Class B First Union Securities, Inc. 13.57% 13.57%
A/C 5946-6875
Gary Oliver TR Oliver
Refactory Inc Defined Benefit
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
ING Focus Fund - Class X Investors Fiduciary Trust Co 7.60%
IRA A/C Thomas P Van Galio
24448 Crescent Street
Woodhaven, MI 48183-3771
-----------------------------------------------------------------------------------------------------------------------------------
First Clearing Corporation 5.54% 5.54%
A/C 4505-9875
Stephen Jervis IRA
FCC As Custodian
RR 3 Box 3480
Factoryville, PA 18419-9739
-----------------------------------------------------------------------------------------------------------------------------------
ING Global Information ING America Insurance Holdings Inc. 68.21%
Technology Fund - Attn David S. Pendergrass
Class A 5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING Internet Fund - Class A ING America Insurance Holdings Inc. 10.83%
Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

72
<PAGE> 183
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
ING Internet Fund - Class X Dain Rauscher Inc. FBO 12.02% 12.02%
Charles W Lechner
Albert M Lechner TTEES
Carl Lechner Inc. PSP U/A 4/1/77
333 Skokie Blvd Ste 108
Northbrook, IL 60062-1623
-----------------------------------------------------------------------------------------------------------------------------------
ING Intermediate Bond ING America Insurance Holdings Inc. 74.23%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
WD Jennenett & C. Cooper & T.J. Viola TR 9.65%
Gilbert Kelly Crowley Jennett Ret Trust
U/A dated 3/01/68
1200 Wilshire Blvd. 5th Floor
Los Angeles, CA 90017-1908
-----------------------------------------------------------------------------------------------------------------------------------
ING Intermediate Bond Investors Fiduciary Trust Co. 11.71%
Fund - Class B IRA R/O James C. Sheroan
739 Gilead Church Road
Glendale, KY 42740-9724
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 8.84% 8.84%
A/C 7422-8502
Michael K. Spaulding
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
ING Intermediate Bond Tribal Government 84.66%
Fund - Class C Forest County Potawantomi
P.O. Box 340
Crandon, WI 54520-0340
-----------------------------------------------------------------------------------------------------------------------------------
ING Intermediate Bond First Union Securities, Inc. 11.59% 11.59%
Fund - Class X A/C 4269-2224
FBO H C Heldenfels Jr.
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 11.18%
IRA R/O Dorothy Rollin
2910 Hearthstone Road
Parma, OH 44134-2654
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 8.62%
Roth Converted IRA 1/1/98
FBO Gurbakhsh R. Kapur
18982 Harrison Avenue
Livonia, MI 48152-3572
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 6.06%
IRA R/O John L. Moreau
G 3287 W Gracelawn Avenue
Flint, MI 48504
-----------------------------------------------------------------------------------------------------------------------------------
ING High Yield ING America Insurance Holdings Inc. 77.74%
Fund - Class A Attn David S. Pendergrass
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

73
<PAGE> 184
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING High Yield Margaret V. Engstrom TTEE 11.30%
Fund - Class B UA dated 4/7/90
Frederick Engstrom Rev Liv Trust
170 Brentwood Drive
Dearborn, MI 48124-1112
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 6.96% 6.96%
A/C 6520-2690
Theodore E. Lewis
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 6.34% 6.34%
A/C 2902-6111
Kathleen G. Fogle Tr
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
ING High Yield First Union Securities, Inc. 13.56% 13.56%
Fund - Class C A/C 2015-7598
FBO E Constance Crowley
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 9.71% 9.71%
A/C 2685-2979
Kenneth M Evory
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
First Trust Corp TTEE 8.50%
Natasha A Bennett IRA
PO Box 173301
Denver, CO 80217-3301
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co Cust 7.78%
IRA R/O Robert R Wysocki
741 Sligh Blvd NE
Grand Rapids, MI 49505-3682
-----------------------------------------------------------------------------------------------------------------------------------
John J. Donahoe 5.12%
Nancy K Donahoe JT WROS
24 Offshore LN
Ocean Pines, MD 21811-1908
-----------------------------------------------------------------------------------------------------------------------------------
ING High Yield Bond Investors Fiduciary Trust Co 7.30%
Fund - Class X IRA A/C Jeanne Meyers-Egensperger
740 Miner Road
Highland Hts, OH 44143-2118
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 6.05%
IRA A/C Mary A Schweikle
2905 Orchard Avenue
Montoursville, PA 17754-9526
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

74
<PAGE> 185
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 5.74%
IRA A/C Barbara J. Nichols
18808 Stamford Street
Livonia, MI 48152-3034
-----------------------------------------------------------------------------------------------------------------------------------
ING International Bond ING America Insurance Holdings Inc. 95.86%
Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING International Bond First Union Securities, Inc. 11.72% 11.72%
Fund - Class B A/C 8337-7538
FBO Mary Lynn Turbak IRA
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
Southwest Securities Inc FBO 9.77% 9.77%
James F Berschback
PO Box 509002
Dallas, TX 75250-9002
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 8.80% 8.80%
A/C 6145-8957
W Randolph Piper
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 5.58%
IRA R/O Kenneth A. Steyer
11133 Patty Ann Lane
Romeo, MI 48065-5304
-----------------------------------------------------------------------------------------------------------------------------------
ING International Bond Jane F Hahn 37.94%
Fund - Class C 577 W 5th Avenue
Roselle, NJ 07203-2355
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 22.92%
IRA A/C Nancy A Duke
108 N Caton St
Post Falls, ID 83854-7926
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 16.62%
IRA R/O Norris L Flowers
8815 N Anita Ave
Kansas City, MO 64154-1515
-----------------------------------------------------------------------------------------------------------------------------------
ING America Insurance Holdings Inc. 12.23%
Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
Daniel J Long 10.20%
Barbara C Long JT WROS
13063 Michael Dr
Shelby Twp, MI 48315-4777
-----------------------------------------------------------------------------------------------------------------------------------
ING International Bond Investors Fiduciary Trust Co 13.24%
Fund - Class X IRA A/C Sonja L. Wayman
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

75
<PAGE> 186
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
5305 Gallatin Place
Boulder, Co 80303-1247
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 8.61%
IRA A/C Jon Wesley Pierce
3850 E White Aster Street
Phoenix, AZ 85044-6628
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 8.08%
Roth Converted IRA 1/1/98
FBO Gurbakhsh R. Kapur
18982 Harrison Avenue
Livonia, MI 48152-3034
-----------------------------------------------------------------------------------------------------------------------------------
ING National Tax- Exempt ING America Insurance Holdings Inc. 98.97%
Bond Fund - Class A Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING National Tax- Exempt Donaldson Lufkin Jenrette Securities 82.02% 82.02%
Bond Fund - Class B Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------------------------------------------------------------
Raymond James & Assoc Inc Cust 12.99%
FBO Rita J Schroeder IRA
5586 SW Savage St
Palm City, FL 34990-5279
-----------------------------------------------------------------------------------------------------------------------------------
ING National Tax-Exempt First Union Securities, Inc. 93.91% 93.91%
Bond Fund - Class C A/C 1900-0625
Jessie Lee Cain
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
ING America Insurance Holdings Inc. 5.86%
Attn David S. Pendergrass
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING Money Market Pershing Div of DLJ Sec Corp for 62.68% 62.68%
Fund - Class A Exclusive Benefit of ING Money Fund
Customer Accounts
1 Pershing Plaza
Jersey City, NJ 07399-0002
-----------------------------------------------------------------------------------------------------------------------------------
ING Money Market First Union Securities, Inc. 9.15% 9.15%
Fund - Class B A/C 3392-0246
James M & Beverlee C Gross
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 5.49% 5.49%
A/C 7420-0446
FBO William L Spangler IRA
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

76
<PAGE> 187
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
Wexford Clearing Services 5.17% 5.17%
Corp FBO Roberta K McIntyre
RR 4 Box 18A
Bridgeport, WV 26330-9503
-----------------------------------------------------------------------------------------------------------------------------------
ING Money Market First Union Securities, Inc. 13.94% 13.94%
Fund - Class X A/C 4065-2847
David D Chisamore
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 12.47% 12.47%
A/C 3048-1897
David D Chisamore
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 8.48% 8.48%
A/C 4585-7740
A&J Family Limited Partnership
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 6.43% 6.43%
A/C 1062-2963
FBO Sharon Banning
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 6.20% 6.20%
A/C 1847-4214
Charles R Burgett
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 5.08% 5.08%
A/C 8998-5044
FBO Carl W Zahn
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
ING Money Market ING Investment Management LLC 61.95%
Fund - Class I FBO Commercial Mortgage Escrow Fnds
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
Southland Life Insurance Co 21.80%
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
Orange Investment Enterprises Inc. 16.24%
5780 Powers Ferry Road
Atlanta, GA 30327-4349
-----------------------------------------------------------------------------------------------------------------------------------
ING Money Market Investors Fiduciary Trust Co 23.05%
Fund - Class X IRA A/C Geraldine Morrison
4225 Suncatcher Lane
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

77
<PAGE> 188
<TABLE>
<CAPTION>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
Vacaville, CA 95688-9513
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 15.32%
Roth Converted IRA 1/1/98
FBO Audrey Zablonski
8440 Bartley Lane
Mentor, OH 44060-2291
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 9.50%
Roth Converted IRA 1/1/98
FBO Dennis W. Reeve
205 Sunset Drive
Clinton, MI 49236-9727
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 7.94%
IRA A/C John D. Krueger
3485 Service Road
Clinton, MI 49236-9727
-----------------------------------------------------------------------------------------------------------------------------------
First Union Securities, Inc. 7.48% 7.48%
A/C 8998-5044
FBO Carl W Zahn
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
-----------------------------------------------------------------------------------------------------------------------------------
Investors Fiduciary Trust Co 7.48%
IRA A/C Mary A Schweikle
2905 Orchard Avenue
Montoursville, PA 17754-9526
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

To the knowledge of management, as of January 31, 2000, the officers
and Trustees of the Trust owned collectively, less than 1% of the shares of each
Fund.

Code of Ethics

The Manager and the Sub-Advisers have each adopted a Code of Ethics
which prohibits its affiliated personnel from engaging in personal investment
activities which compete with or attempt to take advantage of a Fund's planned
portfolio transactions. The Manager and the Sub-Advisers maintain careful
monitoring of compliance with their Codes of Ethics.

Transfer Agent and Fund Accountant

DST Systems, Inc. ("DST") has been retained to act as the Funds'
transfer agent and State Street Bank and Trust Company ("State Street") has been
retained to act as the Funds' fund accounting agent. DST is located at 330 W.
9th Street, Kansas City, Missouri 64105, and State Street is located at 225
Franklin Street, Boston, MA 02110. For their services as transfer agent and fund
accounting agent, DST and State Street, respectively, receive a fee from the
Funds.

Custodian

Brown Brothers Harriman & Co. ("Brown Brothers"), 40 Water Street,
Boston, MA 02109 acts as custodian of the assets of the ING International Equity
Fund, the ING

78
<PAGE> 189

International Bond Fund, the ING Emerging Markets Equity Fund, the ING European
Equity Fund, the ING Global Brand Names Fund, the ING Global Information
Technology Fund, the ING Global Communications Fund and the ING Global Real
Estate Fund. State Street Bank and Trust Company ("State Street"), 801
Pennsylvania Street, Kansas City, MO 64105, acts as custodian of the assets of
each of the other Funds. Pursuant to the Custodian Agreements, Brown Brothers
and State Street are responsible for holding each Fund's cash and portfolio
securities. Brown Brothers and State Street may enter into sub-custodian
agreements with certain qualified banks.

Legal Counsel

Garrison Paul, Weiss, Rifkind, Wharton & Garrison ("Paul Weiss")
serves as counsel to the Trust. Paul Weiss's address is 1285 Avenue of the
Americas, New York, NY 10019-6064.

Independent Auditors

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

FINANCIAL STATEMENTS

The Annual Report, including the audited financial statements and
the notes thereto, for the ING Large Cap Growth Fund, ING Growth & Income Fund,
ING Mid Cap Growth Fund, ING Small Cap Growth Fund, ING Global Brand Names Fund,
ING International Equity Fund, ING European Equity Fund, ING Tax Efficient
Equity Fund, ING Focus Fund, ING Global Information Technology Fund, ING
Internet Fund, ING Intermediate Bond Fund, ING High Yield Bond Fund, ING
International Bond Fund and ING Money Market Fund appearing in the most current
Annual Report to Shareholders of the Trust are incorporated by reference herein.
The Semi-Annual Reports, including the unaudited financial statements and the
notes thereto, for ING Large Cap Growth Fund, ING Growth & Income Fund, ING Mid
Cap Growth Fund, ING Small Cap Growth Fund, ING Global Brand Names Fund, ING
International Equity Fund, ING European Equity Fund, ING Tax Efficient Equity
Fund, ING Focus Fund, ING Global Information Technology Fund, ING Internet Fund,
ING Global Communications Fund, ING Intermediate Bond Fund, ING High Yield Bond
Fund, ING International Bond Fund, ING National Tax-Exempt Bond Fund and ING
Money Market Fund appearing in the most current Semi-Annual Reports of the Trust
are incorporated by reference herein. The financial statements included in the
Annual Report have been audited by the Trust's independent auditors, Ernst &
Young LLP, whose report thereon dated December 3, 1999, is also incorporated by
reference. Such financial statements have been incorporated herein in reliance
upon such reports given upon their authority as experts in accounting and
auditing. Additional copies of the Annual Report and/or Semi-Annual Reports may
be obtained at no charge by telephoning the Trust at 1-800-992-0180.

79
<PAGE> 190
APPENDIX

DESCRIPTION OF MOODY'S BOND RATINGS:

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

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

DESCRIPTION OF S&P'S BOND RATINGS:

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

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

80
<PAGE> 191
DESCRIPTION OF MOODY'S RATINGS OF NOTES AND VARIABLE RATE DEMAND INSTRUMENTS:

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

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

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

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

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

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

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

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

INVESTMENT GRADE

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

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

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

81
<PAGE> 192
BBB: Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

SPECULATIVE GRADE

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

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

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

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

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

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

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

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

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

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

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

82
<PAGE> 193
PART C. OTHER INFORMATION

<TABLE>
<CAPTION>
Item 23. Exhibits
--------
<S> <C>
(a) -- Declaration of Trust (1)

(b) -- By-Laws of Registrant (1)

(c) -- The rights of holders of the securities being registered are set out in
Articles II, VII, IX and X of the Declaration of Trust referenced in Exhibit
(a) above and in Articles IV, VI and XIII of the By-Laws referenced in
Exhibit (b) above.

(d)(1) -- Management Agreement between Registrant and ING Mutual Funds Management Co.
LLC (the "Manager") (8)

(d)(2) -- Sub-Advisory Agreement between the Manager and Baring Asset Management, Inc.
(8)

(d)(3) -- Sub-Advisory Agreement between the Manager and Baring International
Investment Limited (8)

(d)(4) -- Sub-Advisory Agreement between the Manager and Baring Asset Management (Asia)
Limited (8)

(d)(5) -- Sub-Advisory Agreement between the Manager and ING Investment Management
Advisors B.V. (8)

(d)(6) -- Sub-Advisory Agreement between the Manager and ING Investment Management LLC
(8)

(d)(7) -- Sub-Advisory Agreement between the Manager and Furman Selz Capital Management
LLC (8)

(d)(8) -- Sub-Advisory Agreement between the Manager and Furman Selz Capital Management
LLC on behalf of Delta Asset Management (8)

(d)(9) -- Sub-Advisory Agreement between the Manager and CRA Real Estate Securities,
L.P. (8)

(d)(10) -- First Amendment to Sub-Advisory Agreement between the Manager and ING
Investment Management Advisors B.V. (8)

(e)(1) -- Form of Underwriting between Registrant and ING Pilgrim Securities, Inc. (8)

(e)(2) -- Form of Financial Institution Selling Group Agreement (8)

(e)(3) -- Form of Selling Group Agreement. (8)

(f) -- None

(g)(1) -- Form of Custodian Agreement between Registrant and State Street Bank and Trust
Company, with respect to the Registrants U.S. Funds (8)
</TABLE>
<PAGE> 194
<TABLE>
<S> <C>
(g)(2) -- Form of Custodian Agreement between Registrant and Brown Brothers Harriman &
Co., with respect to the Registrants Global and International Funds (8)

(g)(3) -- Form of Amendment to the Custodian Agreement between Registrant and Brown
Brothers Harriman & Co. (8)

(g)(4) -- Form of Appendix A to Custodian Agreement between Registrant and Brown
Brothers Harriman & Co. (8)

(g)(5) -- Form of Appendix B to Custodian Agreement between Registrant and Brown
Brothers Harriman & Co. (8)

(g)(6) -- Form of Appendix C to Custodian Agreement between Registrant and Brown
Brothers Harriman & Co. (8)

(h)(1) -- Form of Service Agreement (8)

(h)(2) -- Fund Services Agreement between Registrant and ING Fund Services Co. LLC (2)

(h)(3) -- Form of Recordkeeping Agreement with State Street Bank and Trust Company (8)

(h)(4) -- Amended and Restated Shareholder Servicing Plan (8)

(h)(5) -- Form of Administration Agreement (8)

(i) -- Opinion and Consent of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
the Trust (8)

(j) -- Consent of Ernst & Young LLP, independent auditors (8)

(k)(1) -- Annual Report containing the audited financial statements for the period
ended October 31, 1999(5)

(k)(2) -- Semi-Annual Reports containing the unaudited financial statements for the
period ended April 30, 2000. (6)

(l) -- Purchase Agreement (2)

(m)(1) -- Rule l2b-l Distribution Plan and Agreement with respect to Class A Shares (8)

(m)(2) -- Rule l2b-l Distribution Plan and Agreement with respect to Class B, Class C
and Class X Shares (8)

(n) -- Amended and Restated Rule 18f-3 Plan (8)

(p)(1) -- Code of Ethics of ING Funds Trust (4)

(p)(2) -- Code of Ethics of ING Mutual Funds Management Co. LLC (8)

(p)(3) -- Code of Ethics of Baring Asset Management, Inc.(8)

(p)(4) -- Code of Ethics of Baring International Investment Limited (8)

(p)(5) -- Code of Ethics of Baring Asset Management (Asia) Limited (8)
</TABLE>
<PAGE> 195
<TABLE>
<S> <C>
(p)(6) -- Code of Ethics of Clarion CRA Securities, L.P. (8)

(p)(7) -- Code of Ethics of ING Furman Selz Asset Management (8)

(p)(8) -- Code of Ethics of ING Investment Management LLC (8)

(p)(9) -- Code of Ethics of ING Investment Management Advisors B.V. (8)
</TABLE>

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

(1) Filed as an exhibit to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed electronically on October 28,
1998, accession number 0000950123-98-009276.
(2) Filed as an exhibit to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed electronically on April 15,
1999, accession number 0000893220-99-000467.
(3) Filed as an exhibit to Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A filed electronically on November
30, 1999, accession number 0000893220-99-001327.
(4) Filed as an exhibit to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A filed electronically on February
28, 2000, accession number 0000893220-00-000227.
(5) Previously filed in Registrant's N-30D on December 29, 1999, accession
number 0000893220-99-001408.
(6) Previously filed in Registrant's N-30D's on July 7, 2000, accession
numbers 0001066602-00-000017, 0001066602-00-000018 and
0001066602-00-000019.
(7) Filed as an exhibit to Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A filed electronically on September
7, 2000, accession number 0000893220-00-001054.
(8) Filed herewith.

Item 24. Persons Controlled by or under Common Control with the Fund.

None.

Item 25. Indemnification.

Reference is made to Article IX of Registrants By-Laws and paragraph 1.11 of the
Distribution Agreement.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant understands that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The Registrant is covered under an insurance policy insuring its officers and
trustees against liabilities, and certain costs of defending claims against such
officers and trustees, to the extent such officers and trustees are not found to
have committed conduct constituting willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers under certain circumstances.

Section 12 of the Management Agreement between Registrant and Manager, Section 8
of the Sub-Advisory Agreements and Section 1.11 of the Distribution Agreement
between the Registrant and Distributor limit the liability of Manager, the
Sub-Advisors and the Distributor to liabilities arising from willful
misfeasance, bad faith or gross negligence in the performance
<PAGE> 196
of their respective duties or from reckless disregard by them of their
respective obligations and duties under the agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its Trust Instrument, By-Laws, Management Agreement and
Distribution Agreement in a manner consistent with Release No. 11330 of the
Securities and Exchange Commission under the 1940 Act so long as the
interpretations of Section 17(h) and 17(i) of such Act remain in effect and are
consistently applied.

Item 26. Business and Other Connections of the Investment Adviser

ING Mutual Funds Management Co. LLC is an indirect wholly-owned
subsidiary of ING Groep N.V. ("ING Group"). The principal place of
business address of the Manager is 1475 Dunwoody Drive, West Chester,
PA 19380. The directors and executive officers of the Manager and such
executive officers' positions during the past two years are as follows:

Alexander H. Rinnooy-Kan, Director of the Manager. Member of Executive
Board of ING Groep N.V. since September 1996.

Glenn Hilliard, Director of the Manager. Chairman and Chief Executive
Officer of ING North America Insurance, January 1993 to present.

Frederick S. Hubbell, Director of the Manager. Chairman, Executive
Committee of ING Americas and ING Asia Pacific, January 2000 to present
and Chairman of the Executive Committee of ING Financial Services
International, February 1999 to present. General Manager of ING
Financial Services International North America and President and Chief
Executive Officer - US Retail Financial Services, October 1997 to
February 1999.

Donald E. Brostrom, Executive Vice President and Chief Operating
Officer of the Manager. Manager of Furman Selz LLC, February 1986 to
September 1998.

Louis S. Citron, Senior Vice President and General Counsel of the
Manager. Attorney with Kramer, Levin, Naftalis & Frankel, September
1994 to July 1998.

Alan G. Holden, Senior Vice President and Chief Marketing Officer of
the Manager. Marketing Director of Oppenheimer Funds, Inc., October
1992 to August 1998.

Jay Peters, Senior Vice President and Chief Technology Officer of the
Manager. Manager of Information Technology at Furman Selz LLC, prior to
September 1998.

Alan Lordi, Senior Vice President of the Manager. Vice President and
Portfolio Manager of Sefton Capital Management from January 1997 to
July 1999.

Peter J. DeMarco, Senior Vice President of the Manager. Executive Vice
President, Reich & Tang Funds October 1995 to November 1999.

James W. MacCune, Vice President of the Manager. Manager of Mutual Fund
Operations at Furman Selz LLC from May 1998 to September 1998. Manager
of Mutual Fund Relations at Lazard Freres & Co. LLS from October 1996
to May 1998.

Ralph G. Norton, III, Vice President of the Manger. Managing Editor,
Standard & Poor's from December 1996 to March 1999.
<PAGE> 197
Cynthia M. Schaus, Vice President of Corporate Communication and
Strategy of the Manager. Assistant Vice President of ING FSI North
America, US Retail Financial Services, October 1997 to March 1999.

Stuart H. Quillman, Vice President of Marketing of the Manager.
Manager, Corporate Communications at Pilgrim, Baxter & Associates,
October 1997 to October 1998.

Item 27. Principal Underwriters

(a) ING Pilgrim Securities, Inc. also acts as the principal
underwriter for Pilgrim Equity Trust, Pilgrim Investment
Funds, Inc., Pilgrim Advisor Funds, Inc., Pilgrim Government
Securities Fund, Inc., Pilgrim Bank and Thrift Fund, Inc.,
Pilgrim Prime Rate Trust, Pilgrim Mutual Funds, Pilgrim Small
Cap Opportunities Fund, Pilgrim Growth Opportunities Fund,
Pilgrim Mayflower Trust, Pilgrim Global Corporate Leaders
Fund, Inc., Pilgrim Global technology Fund, Pilgrim GNMA
Income Fund, Pilgrim Gold Fund, Pilgrim Growth & Income Fund,
Pilgrim International Fund, Pilgrim Silver Fund, Pilgrim Small
Cap Asia Growth Fund, Pilgrim Troika Dialog Russia Fund,
Pilgrim Worldwide Emerging Markets Fund, Pilgrim Global Income
Fund and Lexington Money Market Trust.

(b) Information as to the directors and officers of the
Distributor, together with information as to any other
business, profession, vocation or employment of a substantial
nature engaged in by the directors and officers of the
Distributor in the last two years, is included in its
application for registration as a broker-dealer on Form BD
(File No. 8-48020) filed under the Securities and Exchange Act
of 1934 and is incorporated herein by reference thereto.

Item 28. Location of Accounts and Records

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder are maintained at the offices of:

(1) ING Funds Trust, 1475 Dunwoody Drive, West Chester, PA 19380
(records relating to the Trust)

(2) ING Mutual Funds Management Co. LLC, 1475 Dunwoody Drive, West
Chester, PA 19380 (records of the investment manager) and 600
Fifth Avenue, New York, NY 10020 (records of the investment
manager relate to its UIT business)

(3) ING Pilgrim Group, Inc., 7337 East Doubletree Ranch Road,
Scottsdale, AZ 85258-2034 (records of the administrator)

(4) ING Pilgrim Securities, Inc., 7337 East Doubletree Ranch Road,
Scottsdale, AZ 85258-2034 (records of the principal
underwriter)

(5) Baring Asset Management, Inc., 125 High Street, Boston, MA
02110 (records relating to its functions as investment
sub-adviser)

(6) Baring International Investment Limited, 155 Bishopsgate,
London, England EC2M 3XY (records relating to its functions as
investment co-sub-adviser)

(7) Baring International Investment (Asia) Limited, 19/F Edinburgh
Tower, The Landmark, 15 Queens Road, Central, Hong Kong
(records relating to its functions as investment
co-sub-adviser)

(8) ING Investment Management Advisors B.V., Schenkkade 65, 2595
AS, The Hague, The Netherlands (records relating to its
functions as investment sub-adviser)

(9) ING Investment Management LLC, 5780 Powers Ferry Road, N.W.,
Suite 300, Atlanta, GA 30327 (records relating to its
functions as investment sub-adviser)
<PAGE> 198
(10) Furman Selz Capital Management, LLC, 230 Park Avenue, New
York, NY 10169 (records relating to its functions as
investment sub-adviser)

(11) Delta Asset Management, 333 South Grand Avenue, Los Angeles,
CA 90071 (records relating to its functions as investment
sub-adviser)

(12) CRA Real Estate Securities L.P., 259 Radnor-Chester Road,
Radnor, PA 90071 (records relating to its functions as
investment sub-adviser)

(13) State Street Bank Trust Company, 801 Pennsylvania Street,
Kansas City, MO 64105 (records related to its functions as
custodian for the U.S. funds)

(14) Brown Brothers Harriman & Co., 40 Water Street, Boston, MA
02109 (records relating to its functions as custodian for
global and international funds)

(15) DST Systems, Inc., P.O. Box 219368, Kansas City, MO 64121-9368
(records relating to its functions as transfer agent)

(16) State Street Bank Trust Company, 225 Franklin Street, Boston,
MA 02110 (records relating to its function as fund accounting
agent)

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable
<PAGE> 199
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Registration Statement
under Rule 485(b) under the Securities Act and has duly caused this
Post-Effective Amendment to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of West
Chester, and Commonwealth of Pennsylvania, on the 6th day of November , 2000.

ING FUNDS TRUST

By: /s/ Robert Stallings
------------------------------
Robert Stallings
President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to this Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert Stallings President and November 6, 2000
Robert Stallings Chief Executive Officer

/s/ Donald E. Brostrom Treasurer November 6, 2000
Donald E. Brostrom

/s/ Joseph N. Hankin* Trustee
Joseph N. Hankin

/s/ Jack D. Rehm* Trustee
Jack D. Rehm

/s/ Blaine E. Rieke* Trustee
Blaine E. Rieke

/s/ Richard A. Wedemeyer* Trustee
Richard A. Wedemeyer

/s/ Louis S. Citron November 6, 2000
Louis S. Citron
Attorney-in-Fact*
</TABLE>

------------
* Powers of Attorney filed herewith.
<PAGE> 200

POWER OF ATTORNEY

We, the undersigned Trustees of ING Funds Trust (the "Funds"), an
open-ended, diversified, management investment company, organized as a Delaware
business trust, do hereby constitute and appoint Robert Stallings, Louis S.
Citron, and Steven R. Howard and each of them individually, our true and lawful
attorneys and agents to take any and all action and execute any and all
instruments which said attorneys and agents may deem necessary or advisable to
enable the Funds to comply with:

(i) the Securities Act of 1933, as amended, and any rules,
regulations, orders or other requirements of the Securities and
Exchange Commission thereunder, in connection with the registration
under such Securities Act of 1933, as amended, of shares of beneficial
interest of the Funds to be offered by the Funds;

(ii) the Investment Company Act of 1940, as amended, and any
rules, regulations, orders or other requirements of the Securities and
Exchange Commission thereunder, in connection with the registration of
the Funds under the Investment Company Act of 1940, as amended; and

(iii) state securities laws and any rules, regulations, orders
or other requirements of state securities commissions, in connection
with the registration under state securities laws of the Funds and with
the registration under state securities laws of shares of beneficial
interest of the Funds to be offered by the Funds;

including specifically, but without limitation of the foregoing, power and
authority to sign the name of the Funds in its behalf and to affix its seal, and
to sign the name of such Trustee in his behalf as such Trustee to any amendment
or supplement (including post-effective amendments) to the registration
statement or statements filed with the Securities and Exchange Commission under
such Securities Act of 1933, as amended, and such Investment Company Act of
1940, as amended, and to execute any instruments or documents filed or to be
filed as part of or in connection with such registration statement or
statements, and to execute any instruments or documents filed or to be filed as
a part of or in connection with compliance with state securities laws,
including, but not limited to, all state filings for any purpose, state filings
in connection with corporate or trust organization or amending corporate or
trust documentation, filings for purposes of state tax laws and filings in
connection with blue sky regulations; and the undersigned hereby ratifies and
confirms all that said attorneys and agents shall do or cause to be done by
virtue hereof.

1
<PAGE> 201
IN WITNESS WHEREOF, the undersigned place their hands as of this 25th
day of October, 2000.

/s/Joseph N. Hankin
----------------------------
Joseph N. Hankin

/s/Jack D. Rehm
----------------------------
Jack D. Rehm

/s/Blaine E. Rieke
----------------------------
Blaine E. Rieke

/s/Richard A. Wedemeyer
----------------------------
Richard A. Wedemeyer

2
<PAGE> 202
EXHIBITS

Exhibits

(d)(1) - Management Agreement between Registrant and ING Mutual Funds
Management Co. LLC (the "Manager")

(d)(2) - Sub-Advisory Agreement between the Manager and Baring Asset
Management, Inc.

(d)(3) - Sub-Advisory Agreement between the Manager and Baring International
Investment Limited

(d)(4) - Sub-Advisory Agreement between the Manager and Baring Asset Management
(Asia) Limited

(d)(5) - Sub-Advisory Agreement between the Manager and ING Investment
Management Advisors B.V.

(d)(6) - Sub-Advisory Agreement between the Manager and ING Investment
Management LLC

(d)(7) - Sub-Advisory Agreement between the Manager and Furman Selz Capital
Management LLC

(d)(8) - Sub-Advisory Agreement between the Manager and Furman Selz Capital
Management LLC on behalf of Delta Asset Management

(d)(9) - Sub-Advisory Agreement between the Manager and CRA Real Estate
Securities, L.P.

(d)(10) - First Amendment to Sub-Advisory Agreement between the Manager and ING
Investment Management Advisors B.V.

(e)(1) - Form of Underwriting between Registrant and ING Pilgrim Securities,
Inc.

(e)(2) - Form of Financial Institution Selling Group Agreement

(e)(3) - Form of Selling Group Agreement.

(g)(1) - Form of Custodian Agreement between Registrant and State Street Bank
and Trust Company, with respect to the Registrants U.S. Funds (8)

(g)(2) - Form of Custodian Agreement between Registrant and Brown Brothers
Harriman & Co., with respect to the Registrants Global and
International Funds (8)

(g)(3) - Form of Amendment to the Custodian Agreement between Registrant and
Brown Brothers Harriman & Co. (8)

(g)(4) - Form of Appendix A to Custodian Agreement between Registrant and
Brown Brothers Harriman & Co. (8)

(g)(5) - Form of Appendix B to Custodian Agreement between Registrant and
Brown Brothers Harriman & Co.

(g)(6) - Form of Appendix C to Custodian Agreement between Registrant and Brown
Brothers Harriman & Co.

(h)(1) - Form of Service Agreement

(h)(3) - Form of Recordkeeping Agreement with State Street Bank and Trust
Company

(h)(4) - Amended and Restated Shareholder Servicing Plan

(h)(5) - Form of Administration Agreement

(i) - Opinion and Consent of Paul, Weiss, Rifkind, Wharton & Garrison,
counsel to the Trust

(j) - Consent of Ernst & Young LLP, independent auditors

(m)(1) - Rule l2b-l Distribution Plan and Agreement with respect to Class A
Shares

(m)(2) - Rule l2b-l Distribution Plan and Agreement with respect to Class B,
Class C and Class X Shares

(n) - Amended and Restated Rule 18f-3 Plan

(p)(2) - Code of Ethics of ING Mutual Funds Management Co. LLC

(p)(3) - Code of Ethics of Baring Asset Management, Inc.

(p)(4) - Code of Ethics of Baring International Investment Limited

(p)(5) - Code of Ethics of Baring Asset Management (Asia) Limited

(p)(6) - Code of Ethics of Clarion CRA Securities, L.P.

(p)(7) - Code of Ethics of ING Furman Selz Asset Management

(p)(8) - Code of Ethics of ING Investment Management LLC

(p)(9) - Code of Ethics of ING Investment Management Advisors B.V.