ING VARIABLE INSURANCE TRUST, N-1A, 1999-07-16

ING VARIABLE INSURANCE TRUST
N-1A, 1999-07-16

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<PAGE> 1
As filed with the Securities and Exchange Commission on July 16, 1999

Registration Nos. 333-_____ and 811-09477

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. |_|

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. ____ |-|

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

1475 Dunwoody Drive
West Chester, PA 19380-1478
---------------------------------------------------
(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 19380-1478
(Name and Address of Agent for Service)

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

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

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

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

|_| 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.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE> 2
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

ING VARIABLE INSURANCE TRUST PROSPECTUS

October __, 1999

Stock Funds

ING Large Cap Growth Fund
ING Growth & Income Fund
ING International Equity Fund
ING Global Brand Names Fund

Lifestyle Fund of Funds

ING Income Plus Fund
ING Balanced Plus Fund
ING Conservative Growth Fund
ING Active Growth Fund

[INSERT ING [LION LOGO] FUNDS]
<PAGE> 3
ING VARIABLE INSURANCE TRUST PROSPECTUS

October __, 1999

Stock Funds

ING Large Cap Growth Fund
ING Growth & Income Fund
ING International Equity Fund
ING Global Brand Names Fund

Lifestyle Fund of Funds

ING Income Plus Fund
ING Balanced Plus Fund
ING Conservative Growth Fund
ING Active Growth Fund

This Prospectus contains important information about each of the Funds.
Shares of the Funds are currently offered only to insurance company separate
accounts, and to qualified pension and retirement plans outside of the separate
account context. This Prospectus should be read in conjunction with the
prospectus of the insurance company separate account. You should read both
prospectuses carefully before you invest. In addition, you should keep both
prospectuses for future reference.

Please note that these Funds are not bank deposits, are not federally
insured, are not endorsed by any bank or government agency, and are not
guaranteed to achieve their goals.

The Securities and Exchange Commission has not approved or disapproved
these securities, or determined if this Prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
<PAGE> 4
TABLE OF CONTENTS

FUNDS AT A GLANCE

STOCK FUNDS
ING Large Cap Growth Fund
ING Growth & Income Fund
ING International Equity Fund
ING Global Brand Names Fund

LIFESTYLE FUND OF FUNDS
ING Income Plus Fund
ING Balanced Plus Fund
ING Conservative Growth Fund
ING Active Growth Fund

FEES AND EXPENSES

MANAGEMENT OF THE FUNDS

PURCHASE OF SHARES

REDEMPTION OF SHARES

PRICING OF SHARES

DIVIDENDS, DISTRIBUTIONS AND TAXES

MORE INFORMATION RELATED TO INVESTMENTS BY THE LIFESTYLE FUND OF FUNDS

MORE INFORMATION ABOUT RISKS

OBTAINING ADDITIONAL INFORMATION
<PAGE> 5
FUNDS AT A GLANCE

Stock Funds

The following Funds are open-end funds that invest primarily in securities
issued by operating companies or governments. The following Funds generally do
not invest in other investment companies.

ING LARGE CAP GROWTH FUND

<TABLE>
<CAPTION>
<S> <C>
Investment Objective: Long-term capital appreciation.

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

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

ING GROWTH & INCOME FUND

Investment Objective: High total return.

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

Main Risks: Price volatility and other risks related to
investments in equity securities and income
producing equity securities (e.g.,
sensitivity to interest rate fluctuations).

ING INTERNATIONAL EQUITY FUND

Investment Objective: Long-term capital appreciation.

Main Investments: A diversified portfolio of equity securities
of issuers organized or having a majority of
their assets in or deriving a majority of
their operating income in at least seven
different countries, outside of the United
States

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

ING GLOBAL BRAND NAMES FUND

Investment Objective: Long-term capital appreciation.

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

The following Funds are open-end funds that invest primarily in the ING Funds.
ING Mutual Funds Management Co. LLC (the "Investment Manager") in its sole
discretion may also invest the Funds in other funds. Investors in the following
Funds will indirectly bear the operating expenses of the underlying funds in
addition to the Fund's operating expenses. The underlying funds also may
simultaneously buy and sell the same security, thereby accruing commission costs
without accomplishing any investment purpose.

ING INCOME PLUS FUND

<TABLE>
<CAPTION>
<S> <C>
Investment Objective: Primary - income; Secondary - long-term
capital appreciation.

Main Investments: A portfolio consisting primarily of funds
that focus on fixed income investments.
However, up to 20% of the portfolio's gross
assets could be invested in funds that focus
on equity investments. Up to 30% of the
portfolio's gross assets may be invested in
funds that focus on investments outside of
the U.S.

Main Risks: Primarily price volatility and other risks
related to investments in fixed income funds
(e.g., sensitivity to interest rate
fluctuations). The Fund also will experience
price volatility and risks related to
investments in funds securities and foreign
funds (e.g., currency exchange rate
fluctuations).

ING BALANCED PLUS FUND

Investment Objective: A balance between income and capital
appreciation.

Main Investments: A portfolio consisting of a balance of funds
that focus on equity investments and fixed
income investments. Up to 40% of the
portfolio's gross assets may be invested in
funds that focus on investments outside of
the U.S.

Main Risks: Price volatility and other risks related to
investments in equity securities and fixed
income funds (e.g., sensitivity to interest
rate fluctuations). The Fund also will
experience price volatility and risks
related to investments in foreign funds
(e.g., currency exchange rate fluctuations).

ING CONSERVATIVE GROWTH FUND

Investment Objective: Primary - long-term capital appreciation;
Secondary - income.

Main Investments: A portfolio consisting primarily of funds
that focus on equity investments. However,
up to 30% of the portfolio's gross assets
could be invested in funds that focus on
fixed income investments. Up to 30% of the
portfolio's gross assets may be invested in
funds that focus on investments outside of
the U.S.

Main Risks: Primarily price volatility and other risks
related to investments in equity. The Fund
also will experience price volatility and
risks related to investments in fixed income
funds (e.g., sensitivity to interest rate
fluctuations) and foreign funds (e.g.,
currency exchange rate fluctuations).
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C>
ING ACTIVE GROWTH FUND

Investment Objective: Long-term capital appreciation.

Main Investments: A portfolio consisting primarily of funds
that focus on equity investments. Over 50%
of the portfolio's gross assets may be
invested in funds that focus on investments
outside of the U.S.

Main Risks: Price volatility and other risks related to
investments in equity funds and foreign
funds (e.g., currency exchange rate
fluctuations).
</TABLE>
<PAGE> 8
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 invest at least 65% of its total assets in a diversified portfolio of
equity securities of large companies (i.e., companies with market
capitalizations of more than $1 billion at the time of acquisition) which in the
Sub-Adviser's opinion possesses growth potential. The equity securities in which
the Fund may invest include common and preferred stocks, warrants, and
convertible securities. The Fund may invest the remainder of its assets in:
corporate debt securities of any maturity which, at the time of investment, are
rated investment grade by a nationally recognized statistical rating agency, or
of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

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

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

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

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

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

PRINCIPAL RISKS. You could lose money on an investment in the Fund. The
Fund may be affected by the following risks, among others:

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

- Market Trends. From time to time, the stock market may not
favor the large company, growth-oriented securities in which
the Fund invests. Rather, the market could favor value stocks
or small company stocks, or may not favor equities at all.
<PAGE> 9
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 invest at least 65% of its total assets in a diversified portfolio of
equity securities. As a general matter, the Fund expects these investments to
earn income. The equity securities in which the Fund may invest include common
and preferred stocks, warrants, and convertible securities. The Fund may invest
the remainder of its assets in: corporate debt securities of any maturity which,
at the time of investment, are rated investment grade by a nationally recognized
statistical rating agency, or of comparable quality if unrated; U.S. Government
securities; money market securities, certificates of deposit, bankers
acceptances and commercial paper; repurchase agreements; and equity securities
of foreign issuers. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

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

- First, possible investments are identified through
quantitative screens and valuation models that complement
fundamental company research;

- Second, the identified companies are analyzed to determine the
effect of current macroeconomic trends (e.g., economic growth
and interest rate movements); and

- Third, global themes are pursued to take advantage of
intra-market trends.

PRINCIPAL RISKS. You could lose money on an investment in the Fund. The
Fund may be affected by the following risks, among others:

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

- Market Trends. From time to time, the stock market may not
favor the income producing securities in which the Fund
invests. Rather, the market could favor non-income producing
large capitalization growth stocks, value stocks or small
company stocks, or may not favor equities at all.
<PAGE> 10
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 invest at least 65% of its total assets in 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 at least seven different
countries, outside of the United States. The Fund may purchase securities in any
foreign country, developed or underdeveloped, or emerging market countries. The
Fund will not invest more than 15% of its total assets in emerging market
countries. With respect to certain countries, investments by an investment
company may only be made through investments in closed-end investment companies
that in turn are authorized to invest in the securities of such countries.

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

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

- Second, allocations and weightings are determined consistent
with the Managers outlook;

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

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

PRINCIPAL RISKS. You could lose money on an investment in the Fund.
The Fund may be affected by the following risks, among others:

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

- Risks of Foreign Investing. Foreign investments may be riskier
than U.S. investments for many reasons, including changes in
currency exchange rates, unstable political and economic
conditions, a lack of adequate company information,
differences in the way securities markets operate, less secure
foreign banks or securities depositories than those in the
U.S., and foreign controls on investment. To the extent the
Fund invests in emerging markets countries, the
<PAGE> 11
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.
<PAGE> 12
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 invest at least 65% of its total assets in a non-diversified portfolio
of equity securities of companies located in at least three different countries
including the United States, which in the Sub-Adviser's opinion, have a well
recognized franchise, a global presence and derive most of their revenues from
sales of consumer goods. The companies in which the Fund invests either have
leading market positions, or in the Sub-Adviser's opinion, have the potential to
achieve leading market positions in the foreseeable future.

The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade by a nationally recognized
statistical rating agency, or of comparable quality if unrated; U.S. Government
securities; money market securities, certificates of deposit, bankers
acceptances and commercial paper; and repurchase agreements. The Fund may also
use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

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

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

- Second, economies of scale enhance profit potential perception
as quality and reliability facilitates sales;

- Third, greater recognition leads to brand loyalty; and

- Finally, brand extensions provide opportunities for growth.

PRINCIPAL RISKS. You could lose money on an investment in the Fund.
The Fund may be affected by the following risks, among others:

- 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.

ING INCOME PLUS FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide investors primarily
with income and secondarily with long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES. The Fund is a fund of funds. Under
normal market conditions, the Fund will invest primarily in funds that focus on
fixed income investments. However, up to 20% of the portfolio's gross assets
could be invested in funds that focus on equity investments.

The Investment Manager periodically adjusts the allocation of the
Fund's assets primarily among different ING Funds depending upon the Investment
Manager's outlook for the different sectors of the bond market and, to a lesser
degree, the equity markets. In assessing the bond markets, the Investment
Manager considers a broad range of economic trends and quantitative factors. The
performance of the underlying funds also influences their weighting in the
portfolio. The Fund's underlying fixed income funds invest in a wide variety of
investment objectives and policies. In selecting equity funds, the Investment
Manager tends to emphasize underlying funds that focus upon large capitalization
stocks. However, the Investment Manager may invest in underlying equity funds
that have a range of investment objectives and policies.

Each portfolio is managed as an asset allocation program with a Target
Allocation and a Target Range. Target Allocation is the manager's initial
strategic focus in allocating between equity funds and fixed income funds.
Target Range is the range in which the manager may vary from the Target
Allocation.

<TABLE>
<CAPTION>
Target Allocation Underlying Funds and Target Percentage of Portfolio
- ----------------- ---------------------------------------------------
<S> <C> <C>
Equity Funds 10% ING Money Market Fund 5%-50%

Fixed Income Funds 90% ING Intermediate Bond Fund 0%-50%

ING High Yield Bond Fund 0%-40%

Target Range ING International Bond Fund 0%-30%
- ------------

Equity Funds 0-20% ING Growth & Income Fund 0%-20%

Fixed Income Funds 80-100% ING Large Cap Growth Fund 0%-20%
</TABLE>

PRINCIPAL RISKS. You could lose money on an investment in the Fund. The
Fund may be affected by the following risks in addition to those described on
page ___, among others:

- Price Volatility. The value of the Fund changes as the values
of its investments represented by the underlying funds go up
or down.

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

(i) when interest rates go up, prices of fixed income
securities go down (a.k.a., interest rate risk);

(ii) an issuer of a security may default on its obligation to
pay principal and/or interest or have its credit rating
downgraded (a.k.a., default risk);

(iii) an issuer of a security may prepay principal earlier
than scheduled, which would force an underlying fund to
reinvest in lower yielding securities (a.k.a., call or
prepayment risk);
<PAGE> 14

(iv) slower than expected principal payments may extend a
security's life, thereby locking in a below-market interest
rate, increasing the security's duration and reducing the
value of the security (a.k.a., extension risk).

- Investment Manager Risk. The Investment Manager's judgment
about the attractiveness and risk adjusted return potential of
particular asset classes, investment objectives and policies,
underlying funds or other issues may prove to be wrong.

- Risks of Foreign Investing. Foreign investments held by the
underlying funds may be riskier than U.S. investments for many
reasons, including changes in currency exchange rates,
unstable political and economic conditions, 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.
<PAGE> 15
ING BALANCED PLUS FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a
balance between income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES. The Fund is a fund of funds. Under
normal market conditions, the Fund will invest primarily in a portfolio
consisting of a balance of funds that focus on equity investments and fixed
income investments.

The Investment Manager periodically adjusts the allocation of the
Fund's assets primarily among different ING Funds depending upon the Investment
Manager's outlook for the equity and bond markets in general, particular sectors
of such markets and the performance outlook for the underlying funds. In
assessing the equity and bond markets, the Investment Manager considers a broad
range of market and economic trends and quantitative factors. The performance of
the underlying funds also influences their weighting in the portfolio. In
selecting equity funds, the Investment Manager emphasizes underlying funds that
focus upon large and mid capitalization stocks; however, the Investment Manager
may invest in underlying equity funds that have a range of investment objectives
and policies. The Fund's underlying fixed income funds invest in a wide variety
of investment objectives and policies.

Fixed Income Funds 50% ING Intermediate Bond Fund 0%-20%

ING High Yield Bond Fund 0%-20%

Target Range ING International Bond Fund 0%-40%
- ------------

Equity Funds 45-55% ING Growth & Income Fund 0%-50%

Fixed Income Funds 45-55% ING Large Cap Growth Fund 0%-50%

ING Mid Cap Growth Fund 0%-50%
</TABLE>

PRINCIPAL RISKS. You could lose money on an investment in the Fund. The
Fund may be affected by the following risks in addition to those described on
page ___, among others:

- Price Volatility. The value of the Fund changes as the value
of its investments represented by the underlying funds go up
or down.

- Risks of Equity Investments. Equity securities face market,
issuer and other risks, and their values may go up or down,
sometimes rapidly and unpredictably. Market risk is the risk
that securities may decline in value due to factors affecting
securities markets generally in particular industries. Issuer
risk is the risk that the value of a security may decline for
reasons relating to the issuer, such as changes in the
financial condition of the issuer. While equities may offer
the potential for greater long-term growth than most debt
securities, they generally have higher volatility. In
addition, mid capitalization stocks may experience greater
volatility upon following out of favor than
large-capitalization stocks due to their smaller share
issuances, more limited product lines and reduced liquidity.
<PAGE> 16
- Risks of Fixed Income Investments. Fixed income securities
held by the underlying funds are subject to a number of risks,
including, but not limited to:

(i) when interest rates go up, prices of fixed income
securities go down (a.k.a., interest rate risk);

(ii) an issuer of a security may default on its obligation to
pay principal and/or interest or have its credit rating
downgraded (a.k.a., default risk);

(iii) an issuer of a security may prepay principal earlier
than scheduled, which would force an underlying fund to
reinvest in lower yielding securities (a.k.a., call or
prepayment risk);

INVESTMENT OBJECTIVE. The Fund seeks to provide investors primarily
with long-term capital appreciation and, secondarily, with income.

PRINCIPAL INVESTMENT STRATEGIES. The Fund is a fund of funds. Under
normal market conditions, the Fund will invest primarily in a portfolio
consisting of funds that focus on equity investments. However, up to 30% of the
portfolio's gross assets could be invested in funds that focus on fixed income
investments.

The Investment Manager periodically adjusts the allocation of the
Fund's assets primarily among different ING Funds depending upon the Investment
Manager's outlook for the equity markets in general, and, to a lesser degree,
the bond markets, particular sectors of such markets and the performance outlook
for the underlying funds. In assessing the equity and bond markets, the
Investment Manager considers a broad range of market and economic trends and
quantitative factors. The performance of the underlying funds also influences
their weighting in the portfolio. In selecting equity funds, the Investment
Manager emphasizes underlying funds that focus upon large, mid and small
capitalization stocks. The Fund's underlying fixed income funds invest in a wide
variety of investment objectives and policies.

Fixed Income Funds 30% ING Intermediate Bond Fund 0%-30%

ING High Yield Bond Fund 0%-30%

Target Range ING International Bond Fund 0%-30%
- ------------

Equity Funds 70-100% ING Growth & Income Fund 10%-50%

Fixed Income Funds 0-30% ING Large Cap Growth Fund 10%-50%

ING Mid Cap Growth Fund 0%-20%

ING Small Cap Growth Fund 0%-20%
</TABLE>

PRINCIPAL RISKS. You could lose money on an investment in the Fund. The
Fund may be affected by the following risks in addition to those described on
page ___, among others:

- Price Volatility. The value of the Fund changes as the values
of its investments represented by the underlying funds go up
or down.

- Risks of Equity Investments. Equity securities face market,
issuer and other risks, and their values may go up or down,
sometimes rapidly and unpredictably. Market risk is the risk
that securities may decline in value due to factors affecting
securities markets generally in particular industries. Issuer
risk is the risk that the value of a security may decline for
reasons relating to the issuer, such as changes in the
financial condition of the issuer. While equities may offer
the potential for greater long-term growth than most debt
securities, they generally have higher volatility. In
addition, small and mid-capitalization stocks may experience
<PAGE> 18
greater volatility upon following out of favor than
large-capitalization stocks due to their smaller share
issuances, less diverse product lines and reduced liquidity.

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

(i) when interest rates go up, prices of fixed income
securities go down (a.k.a., interest rate risk);

(ii) an issuer of a security may default on its obligation to
pay principal and/or interest or have its credit rating
downgraded (a.k.a., default risk);

(iii) an issuer of a security may prepay principal earlier
than scheduled, which would force an underlying fund to
reinvest in lower yielding securities (a.k.a., call or
prepayment risk);

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

PRINCIPAL INVESTMENT STRATEGIES. The Fund is a fund of funds. Under
normal market conditions, the Fund will invest in a primarily in a portfolio
consisting of funds that focus on equity investments.

The Investment Manager periodically adjusts the allocation of the
Fund's assets primarily among different ING Funds depending upon the Investment
Manager's outlook for the equity markets in general, particular sectors of such
markets and the performance outlook for the underlying funds. In assessing the
equity and bond markets, the Investment Manager considers a broad range of
market and economic trends and quantitative factors. The performance of the
underlying funds also influences their weighting in the portfolio. In selecting
equity funds, the Investment Manager emphasizes underlying funds that focus upon
large, mid and small capitalization stocks, as well as international stocks and
sector stocks.

Fixed Income Funds 10% ING Growth & Income Fund 10-50%

ING Large Cap Growth Fund 10-50%

Target Range ING Mid Cap Growth Fund 0-50%
- ------------

Equity Funds 90-100% ING Small Cap Growth Fund 0-50%

Fixed Income Funds 0-10% ING Focus Fund 0-25%

ING Global Brand Name Fund 0-25%

ING Global Information Technology Fund 0-25%

ING International Equity Fund 0-25%

ING European Equity Fund 0-25%
</TABLE>

PRINCIPAL RISKS. You could lose money on an investment in the Fund.
The Fund may be affected by the following risks in addition to those described
on page ___, among others:

- Price Volatility. The value of the Fund changes as the values
of its investments represented by the underlying funds go up
or down.

- Risks of Equity Investments. Equity securities face market,
issuer and other risks, and their values may go up or down,
sometimes rapidly and unpredictably. Market risk is the risk
that securities may decline in value due to factors affecting
securities markets generally in particular industries. Issuer
risk is the risk that the value of a security may decline for
reasons relating to the issuer, such as changes in the
financial condition of the issuer. While equities may offer
the potential for greater long-term growth than most debt
securities, they generally
<PAGE> 20
have higher volatility. In addition, small and
mid-capitalization stocks, may experience greater volatility
upon following out of favor than large-capitalization stocks
due to their smaller share issuances, less diverse product
lines and reduced liquidity.

- Risks of Non-Diversification and Industry Concentration.
Underlying funds (i.e., ING Focus Fund and ING Global Brand
Names Fund) that are non-diversified, as defined under the
Investment Company Act of 1940, as amended, may be more
volatile than funds that are diversified. Such volatility may
be even more pronounced for underlying funds (i.e., ING Global
Information Technology Fund) that concentrate investments in a
particular sector.

The following table describes the fees and expenses that you may pay if
you hold shares of a Fund. The Funds do not charge you any fees for buying,
selling or exchanging shares.

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)(1)

<TABLE>
<CAPTION>
Total
Annual
Distribution Fund Fees Waived/
Management and Service Other Operating Paid by Net
Fees Fees(3) Expense Expenses Adviser(2) Expenses
---- ------- ------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
ING Large Cap Growth Fund % % % ( )% %

ING Growth & Income Fund ( )

ING International Equity Fund ( )

ING Global Brand Names Fund ( )

ING Income Plus Fund (4) ( )

ING Balanced Plus Fund (4) ( )

ING Conservative Growth Fund (4) ( )

ING Active Growth Fund (4) ( )
</TABLE>

1 This table shows the estimated operating expenses for each Fund as a ratio of
expenses to average daily net assets. Each Fund's costs and expenses are based
upon estimates of the Fund's operating expenses for the Fund's first fiscal
year.

2 The Investment Manager has entered into expense limitation agreements for the
fiscal year ended 2000 with each of the Funds, under which it will limit
expenses of the Fund, excluding interest, taxes, brokerage and extraordinary
expenses. The expense limit for each such Fund is shown as "Net Expenses."

3 Pursuant to a Plan of Distribution adopted by each Fund under Rule 12b-1 under
the 1940 Act, each Fund pays the Distributor an annual fee of up to 0.25% of
average daily net assets attributable to that Fund's shares. The distribution
fee 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 additional information, please see the Statement of Additional
Information.

4 Based upon the expense ratios of the underlying ING Funds in which each of the
Funds is expected to be invested, the estimated expense ratios of the ING Income
Plus Fund, ING Balanced Plus Fund, ING Conservative Growth Fund, and ING Active
Growth Fund are expected to be ___%, ___%, ___%, and ___%, respectively. Fee
table expenses would be higher if the expense ratios of the underlying funds
were included.

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:

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

- your investment has a 5% return each year;
<PAGE> 22
- the Fund's operating expenses remain the same;

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

- with regard to the Fund of Funds, the expenses of the
underlying ING Funds are reflected.

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

<TABLE>
<CAPTION>
Fund 1 year 3 years 5 years 10 years
- ---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
ING Large Cap Growth Fund $___ $___ $___ $_____

ING Growth & Income Fund $___ $___ $___ $_____

ING International Equity Fund $___ $___ $___ $_____

ING Global Brand Names Fund $___ $___ $___ $_____

ING Income Plus Fund $___ $___ $___ $_____

ING Balanced Plus Fund $___ $___ $___ $_____

ING Conservative Growth Fund $___ $___ $___ $_____

ING Active Growth Fund $___ $___ $___ $_____
</TABLE>

MANAGEMENT OF THE FUNDS

General. 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 _______, 1999, the
Investment Manager managed over $ ____ million in assets.

The Investment Manager supervises all aspects of each Fund's operations
and provides investment advisory services to the Funds. With regard to the Stock
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. With regard
to the Fund of Funds, this includes allocating each Fund's assets among
different underlying funds after the portfolio manager obtains and evaluates
economic, statistical and financial information that permits the portfolio
manager to formulate and implement an investment programs for the Fund. The
Investment Manager has acted as an investment adviser to mutual funds since
1998. Today, the Investment Manager, advises or manages 23 investment
portfolios, including the Funds, encompassing a broad range of investment
objectives.

Sub-Advisers. The Investment Manager has engaged Baring Asset
Management, Inc. ("BAM"), ING Investment Management Advisors ("IIMA") and ING
Investment Management LLC ("IIM") to act as sub-advisers to, respectively, the
ING Large Cap Growth Fund, ING Global Brand Names Fund and ING Growth & Income
Fund. The Investment Manager also has engaged BAM and its affiliates, Baring
International Investment Limited ("BIIL") and Baring International Investment
(Far East) Limited, to act as co-sub-advisers to the ING International Equity
Fund.

BAM and its affiliates are wholly-owned subsidiaries of Baring Asset
Management Holdings Limited ("BAMHL"). BAMHL, a global company registered in
England and Wales, is the parent of the world-wide group of investment
management companies that operate under the collective name Baring Asset
Management ("BAM Group"). BAM Group, together with is predecessor company, was
founded in 1762 and provides global investment management services and maintains
major investment offices in
<PAGE> 23
Boston, London, Hong Kong and Tokyo. BAM Group provides advisory services to
mutual funds, institutional investors, offshore investment companies, insurance
companies and private clients. As of __________, 1999, the BAM Group managed
approximately $___ billion of assets.

IIMA, located in The Hague, The Netherlands, and IIM, located in
Atlanta, Georgia, manage investments and provide investment advice on a
world-wide basis to entities affiliated and unaffiliated with ING Group. IIMA
and IIM operate under the collective management of ING Investment Management
which has investments under management of $___ billion as of ________, 1999.

As sub-advisers, 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 wholly owned indirect subsidiary of ING Group
and is registered with the Securities and Exchange Commission.

Investment Manager Compensation. The following table shows the
aggregate annual advisory fee to be paid by each Fund in the current fiscal year
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 International Equity Fund 1.25%
ING Global Brand Names Fund 1.00%
ING Income Plus Fund 0.35%*
ING Balanced Plus Fund 0.35%*
ING Conservative Growth Fund 0.35%*
ING Active Growth Fund 0.35%*
</TABLE>

* For more information regarding the management fees of the underlying
funds, please consult the statement of additional information.

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

Ralph G. Norton (ING Income Plus Fund, ING Balanced Plus Fund, ING
Conservative Growth Fund, ING Active Growth Fund). Mr. Norton has
primary responsibility for the above listed Funds. Mr. Norton also
monitors and reviews the performance of the Sub-Advisers on behalf of
the Investment Manager. Mr. Norton has been employed by the Investment
Manager since March 1999. Prior to joining the Investment Manager, Mr.
Norton was employed by Standard & Poor's and was a member of the
Standard & Poor's Investment Policy Committee and Co-Chairmember of the
Standard & Poor's sub-committee on mutual funds. As part of his job he
was responsible for stock, bond and money market mutual fund asset
allocation models as well as fund selection and analysis for retail
client products. Prior to that he was vice president with IBC Financial
Data where he was responsible for retail and institutional investment
products and all mutual fund research. Mr. Norton has over 18 years
investment experience.

Mr. William Thomas (ING Large Cap Growth Fund). Mr. Thomas has primary
responsibility for the above listed Fund and is a co-head of an eleven
member team of investment professionals. The team has an average of 19
years investment experience. Mr. Thomas has been an investment
professional with BAM since 1987 and has over 25 years of investment
experience.

Mr. James Williams and Mr. Hayes Miller (ING International Equity
Fund). Mr. Williams and Mr. Miller have primary responsibility for the
above listed 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
<PAGE> 24
investment professional with BIIL and its affiliates since 1975 and has
over 25 years of investment experience. Mr. Miller has been an
investment professional with BIIL since 1994 and has 19 years of
investment experience.

Mr. Herman Kleeven (ING Global Brand Names Fund). Mr. Kleevan has
primary responsibility for the above listed 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.

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

PURCHASE OF SHARES

Shares of the Funds are offered for purchase by Separate Accounts to
serve as an investment medium for Variable Contracts issued by life insurance
companies, and to qualified pension and retirement plans outside of the separate
account context. The Funds are "open for business" on each day the New York
Stock Exchange (the "Exchange") is open for trading. A purchase order, together
with payment in proper form, received before the close of regular trading on the
Exchange (normally 4:00 p.m., Eastern time) on a day the Fund is open for
business will be effected at that day's net asset value.

Life insurance companies participating in each Fund serve as the Fund's
designee for receiving purchase orders of separate accounts that invest in the
Fund. Variable Contract Owners do not deal directly with the Funds. The
allocation rights of Variable Contract Owners are described in the accompanying
Separate Account prospectus.

The Fund and the distributor each reserves the right, in its sole
discretion, to suspend the offering of shares of the Funds or to reject any
purchase order, in whole or in part, when, in the judgment of management, such
suspension or rejection is in the best interests of the Funds and their
investors.

REDEMPTION OF SHARES

Shares may be redeemed without charge on any day that the net asset
value is calculated. All redemption orders are effected at the net asset value
per share next determined after a redemption request is received. Life insurance
companies participating in each Fund serve as the Fund's designee for receiving
redemption orders of separate accounts that invest in the Fund. Variable
Contract Owners do not deal directly with the Funds. Payment for shares redeemed
normally will be made within seven days.

The Funds may suspend the right of redemption or postpone the payment
date at times when the Exchange is closed, or during certain other periods as
permitted under the Federal securities laws. In consideration of the best
interests of the remaining shareholders, the Funds reserve the right to pay
redemption proceeds in whole or in part by a distribution in kind of securities
held by a Fund in lieu of cash. If shares are redeemed in kind, the redeeming
shareholder should expect to incur transaction costs upon the disposition of the
securities received in the distribution.

PRICING OF SHARES

Each of the Funds prices its shares based on its net asset value. The
Stock Funds value portfolio securities for which market quotations are readily
available at market value. The Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. The Funds
<PAGE> 25
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 the separate
account will not be able to purchase or redeem shares. The Fund of Funds value
their net asset value based on the net asset value of the underlying funds,
which is calculated when regular trading closes on the NYSE. Each Fund
determines the net asset value of its shares as of the close of the NYSE on each
day the NYSE is open for business.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions. Each Fund, except the ING Income Plus Fund
and ING Balanced Plus Fund, generally declares and pays dividends, if any,
annually. The ING Income Plus Fund generally declares and pays dividends, if
any, monthly and the ING Balanced Plus Fund generally declares and pays
dividends, if any, quarterly. Each Fund generally distributes long-term and
short-term capital gains (including any net gains from foreign currency
transactions), if any, annually. At the election of participating life insurance
companies, dividends and distributions are automatically reinvested at net asset
value in shares of the Fund that has made the payment or distribution.

Taxes. The amount, timing and character of distributions to the
separate account may be affected by special tax rules applicable to certain
investments purchased by the Funds. Holders of variable contracts should refer
to the prospectus for their contracts for information regarding the tax
consequences of owning such contracts and should consult their tax advisers
before investing.

MORE INFORMATION RELATED TO INVESTMENTS BY THE LIFESTYLE FUND OF FUNDS

The following is a description of the investment objectives and
principal investments of the underlying funds in which the Fund of Funds may
invest.

ING FUNDS TRUST

The underlying funds that invest primarily in equity securities are:

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

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

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

ING Small Cap Growth Fund. The ING Small Cap Growth Fund seeks to
provide investors with long-term capital appreciation. Under normal market
conditions, the fund will invest at least 65% of its
<PAGE> 26
total assets in equity securities of smaller companies (i.e., companies with
market capitalizations falling within the Russell 2500 Growth at the time of
acquisition).

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

ING International Equity Fund. The ING International Equity Fund seeks
to provide investors with long-term capital appreciation. Under normal market
conditions, the fund will invest at least 65% of its total assets in equity
securities of issuers organized or having a majority of their assets in or
deriving a majority of their operating income in at least seven different
countries, outside of the United States.

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

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

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

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

ING Internet Fund. The ING Internet Fund is a non-diversified fund that
seeks to provide investors with long-term capital appreciation. Under normal
market conditions, the Fund will invest at least 65% of its total assets in
equity securities of U.S. and non-U.S. internet technology companies. For these
purposes, the Fund defines internet technology companies as those companies with
internet/virtual
<PAGE> 27
businesses or internet related consulting businesses, or with primary business
operations in internet related hardware, software or infrastructure industries.

FIXED INCOME FUNDS

The underlying funds that invest primarily in fixed income securities
(the "Bond Funds") are:

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

ING High Yield Bond Fund. The ING High Yield Bond Fund seeks to provide
investors with a high level of current income and total return. Under normal
market conditions, the fund intends to invest at least 65% of its total assets
in high yield (high risk) bonds.

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

MONEY MARKET FUNDS

The underlying fund that invests primarily in money market securities
(the "Money Market Funds") is:

ING Money Market Fund. The investment objective of the ING Money Market
Fund is 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. The fund seeks to achieve its
objective by investing in high quality, U.S. dollar-denominated short-term
obligations which are determined by the sub-adviser to present minimal credit
risks.
<PAGE> 28
MORE INFORMATION ABOUT RISKS

A Fund's risk profile is largely a factor of the principal securities
in which it invests and investment techniques that it uses. The following pages
discuss the risks associated with certain of the types of securities in which
the Funds or the underlying funds of the Fund of Funds may invest and certain of
the investment practices that the Funds or the underlying funds of the Fund of
Funds may use. For more information about these and other types of securities
and investment techniques used by the Funds or the underlying funds of the Fund
of Funds, see the Statement of Additional Information. Unless indicated
otherwise, the following descriptions apply to all Funds and underlying funds of
the Fund of Funds. They do not directly apply to the Fund of Funds unless
otherwise indicated.

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

Investments in Foreign Securities (All Funds except ING Money Market
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.

Each Fund that invests in foreign securities may enter in to foreign
currency transactions either on a spot or cash basis at prevailing rates or
through forward foreign currency exchange contracts in order to have the
necessary currencies to settle transactions or to help protect 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
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 and ING Intermediate
Bond Fund). Investments in high yield securities generally provide greater
income and increased opportunity for capital appreciation than investments in
higher quality debt securities, but they also typically entail greater potential
price volatility and principal and income risk. High yield securities are not
considered investment grade, and are regarded as predominantly speculative with
respect to the issuing company's continuing ability to meet principal and
interest payments. The prices of high yield securities have been found to be
less sensitive to interest rate changes than higher-rated investments, but more
sensitive to adverse economic downturns or individual corporate developments.
High yield securities structured as zero-coupon or
<PAGE> 29
payment-in-kind securities tend to be more volatile. The secondary market in
which high yield securities are traded is generally less liquid than the market
for higher grade bonds. At times of less liquidity, it may be more difficult to
value high yield securities.

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

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

Convertible Securities (All Funds except ING Money Market 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.

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

Mortgage-Related Securities. 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.

Derivatives (All Funds except ING Money Market Fund). 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
<PAGE> 30
small investment of cash relative to the magnitude of risks assumed. These may
include swap agreements, options, forwards and futures. Derivative securities
are subject to market risk, which could be significant for those that have a
leveraging effect. Many of the Funds do not invest in these types of
derivatives, so please check the description of the Fund's policies found in the
Statement of Additional Information. Derivatives are also subject to credit
risks related to the counterparty's ability to perform, and any deterioration in
the counterparty's creditworthiness could adversely affect the instrument. A
risk of using derivatives is that the adviser might imperfectly judge the
market's direction. For instance, if a derivative is used as a hedge to offset
investment risk in another security, the hedge might not correlate to the
market's movements and may have unexpected or undesired results, such as a loss
or a reduction in gains.

Repurchase Agreements. 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. In order to generate additional income,
each Fund may lend portfolio securities in an amount up to 331/3% of total Fund
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. 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. A reverse repurchase agreement involves
the sale of a security, with an agreement to repurchase the same securities at
an agreed upon price and date. Whether such a transaction produces a gain for a
Fund depends upon the costs of the agreements and the income and gains of the
securities purchased with the proceeds received from the sale of the security.
If the income and gains on the securities purchased fail to exceed the costs,
net asset value will decline faster than otherwise would be the case. Reverse
repurchase agreements, as leveraging techniques, may increase a Fund's yield;
however, such transactions also increase a Fund's risk to capital and may result
in a shareholder's loss of principal.

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

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

Non-diversified Investment Companies (Fund of Funds, ING Global Brand
Names Funds, ING Focus Fund and ING International Bond Fund). Certain Funds are
classified as non-diversified investment companies under the 1940 Act, which
means that each Fund is not limited by the 1940 Act in the proportion of its
<PAGE> 31
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 (Fund of Funds, ING Global Information Technology 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 (including the Fund of Funds).
Unless otherwise stated, all investment objectives and policies are
non-fundamental and may be amended without shareholder approval.

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

Temporary Defensive Strategies (including the Fund of 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 as a defensive measure. When a Fund takes a temporary defensive
strategy, it may limit the Fund's ability to achieve its investment objective.

Portfolio Turnover (including the Fund of 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.

Changes in Allocation (the Fund of Funds only). The underlying funds in
which the Fund of Funds may invest, and the range of assets allocated to each
underlying fund, may be changed by the Board of Trustees from time to time.
Similarly, the target allocation between equity and fixed income oriented
investments may be adjusted from time to time. If the target limits for
investment in a particular Fund of Fund are exceeded or are not met because of
cash flows or changes in the market value of the shares of the underlying funds,
the Investment Manager may but is not required to adjust the portfolio's
holdings.

Year 2000 Compliance (including the Fund of Funds). Like other
financial organizations, the Funds could be adversely affected if the computer
systems used by the Investment Manager and the Funds' other service providers do
not properly process and calculate date-related information on and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Year 2000
Problem could have a negative impact on handling securities trades, payment of
interest and dividends, pricing, and account services. The Investment Manager is
taking steps that it believes are reasonably designed to address the Year 2000
Problem with respect to computer systems that it uses and to obtain reasonable
assurances that comparable steps are being taken by the Funds' other major
service providers. It is not anticipated that the Funds will directly bear any
material costs associated with the Investment Managers' and the Funds' other
service providers efforts to become Year 2000 compliant. At this time, however,
there can be no assurance that these steps will be sufficient to avoid any
adverse impact to the Funds nor can there be any assurance that the Year 2000
Problem will not have an adverse effect on the companies whose securities are
held by the Funds or on global markets or economies, generally. Foreign issuers
may be more susceptible to risks associated with the Year 2000 Problem than
domestic issuers.
<PAGE> 32
OBTAINING ADDITIONAL INFORMATION

More information may be obtained free of charge upon request. The
Statement of Additional Information (SAI), a current version of which is on file
with the Securities and Exchange Commission (SEC), contains more details about
each Fund and is incorporated by reference into the prospectus, meaning that it
is legally a part of this Prospectus. Annual and semiannual reports to
shareholders will contain additional information about each Fund's investments.
The Funds' annual report also will discuss the market conditions and investment
strategies that significantly affected each Fund's performance during its last
fiscal year.

If you wish to obtain free copies of the Funds' current SAI, please
send a written request to the Funds at P.O. Box 1239, Malvern, PA 19355-9836 or
calling the Funds at 1-877-463-6464. You also can obtain copies of the Funds'
SAI and other information at the SEC's Public Reference Room in Washington, DC,
on the SEC's website (http://www.sec.gov) or by sending a letter, including a
duplicating fee, to the SEC's Public Reference Section, Washington, DC
20549-6009. Please call the SEC at 1-800-SEC-0330 for information about the
Public Reference Room.
<PAGE> 33
STATEMENT OF ADDITIONAL INFORMATION

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

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

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

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

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

Stock Funds Lifestyle Fund of Funds
- ----------- -----------------------

ING Large Cap Growth Fund ING Income Plus Fund
ING Growth & Income Fund ING Balanced Plus Fund
ING International Equity Fund ING Conservative Growth Fund
ING Global Brand Names Fund ING Active Growth Fund

The SAI is not a prospectus and is only authorized for
distribution when preceded or accompanied by a current prospectus for shares of
the Funds. This SAI contains additional and more detailed information than that
set forth in the Prospectus and should be read in conjunction with the
Prospectus. The Prospectus may be obtained without charge by writing or calling
the Funds at the address and information number printed above.

October ___, 1999

<PAGE> 34

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
STATEMENT OF ADDITIONAL INFORMATION...............................................................................1

INVESTMENT POLICIES AND RISKS.....................................................................................1
COMMON STOCKS............................................................................................1
PREFERRED STOCKS.........................................................................................1
U.S. TREASURY OBLIGATIONS................................................................................1
U.S. GOVERNEMENT SECURITIES..............................................................................1
STRIPS AND ZERO COUPON SECURITIES........................................................................2
WHEN-ISSUED, DELAYED DELIVERY SECURITIES AND
FORWARD COMMITMENTS.............................................................................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............................................................10
ASSET-BACKED SECURITIES.................................................................................10
FOREIGN SECURITIES......................................................................................11
DEPOSITORY RECEIPTS.....................................................................................11
CONVERTIBLE SECURITIES..................................................................................12
VARIABLE RATE DEMAND OBLIGATIONS AND FLOATING RATE INSTRUMENTS..........................................13
GUARANTEED INVESTMENT CONTRACTS.........................................................................13
PRIVATE FUNDS...........................................................................................14
OPTIONS ON SECURITIES...................................................................................14
OVER-THE-COUNTER OPTIONS................................................................................15
OPTIONS ON INDICES......................................................................................16
FOREIGN CURRENCY OPTIONS................................................................................17
DOLLAR ROLL TRANSACTIONS................................................................................17
SWAP AGREEMENTS.........................................................................................18
FOREIGN CURRENCY FUTURES TRANSACTIONS...................................................................18
FOREIGN GOVERNMENT OBLIGATIONS;
SECURITIES OF SUPRANATIONAL ENTITIES...........................................................19
INTEREST RATE FUTURES CONTRACTS.........................................................................19
SHORT SALES.............................................................................................20
LOANS OF PORTFOLIO SECURITIES...........................................................................20
REPURCHASE AGREEMENTS...................................................................................21
BORROWING...............................................................................................21
REVERSE REPURCHASE AGREEMENTS...........................................................................21
LOWER-RATED SECURITIES..................................................................................21
ILLIQUID SECURITIES.....................................................................................22
ADDITIONAL RISK CONSIDERATIONS...................................................................................24
GENERAL ................................................................................................24
EQUITY SECURITIES.......................................................................................24
REAL ESTATE SECURITIES..................................................................................25
FOREIGN SECURITIES AGREEMENTS...........................................................................25
FIXED INCOME SECURITIES.................................................................................26
OPTIONS AND FUTURES CONTRACTS...........................................................................26
TECHNIQUES INVOLVING LEVERAGE...........................................................................27
NON-DIVERSIFIED INVESTMENT COMPANIES....................................................................28
CONCENTRATION...........................................................................................28
PORTFOLIO TURNOVER......................................................................................29
YEAR 2000...............................................................................................29
EUROPEAN ECONOMIC AND MONETARY UNION....................................................................30
INVESTMENT RESTRICTIONS..........................................................................................30
MANAGEMENT ......................................................................................................32
Trustees and Officers..................................................................................32
Trustees Biographies...................................................................................32
Officers Biographies...................................................................................33
Investment Manager.....................................................................................34
Sub-Advisers...........................................................................................35
Distribution of Fund Shares............................................................................36
Transfer Agent, Fund Accountant and Account Services...................................................36
Rule 12b-1 Distribution Plan...........................................................................36
DETERMINATION OF NET ASSET VALUE.................................................................................37
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...................................................................38
PORTFOLIO TRANSACTIONS...........................................................................................40
Portfolio Turnover.....................................................................................41
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.........................................................................42
Dividends and Distributions............................................................................42
Tax Matters............................................................................................42
OTHER INFORMATION ...............................................................................................44
Capitalization.........................................................................................44
Code of Ethics.........................................................................................45
Voting Rights..........................................................................................45
Custodian..............................................................................................46
Yield and Performance Information......................................................................46
Performance of the Underlying Funds....................................................................47
Other Performance Comparisons..........................................................................48
Legal Counsel..........................................................................................49
Independent Auditors...................................................................................49
Registration Statement.................................................................................49

APPENDIX.........................................................................................................50
</TABLE>

<PAGE> 35

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.

The following pages discuss the Investment Policies and Risks
associated with certain of the types of securities in which the Funds or the
underlying funds of the Fund of Funds may invest and certain of the investment
practices that the Funds or the underlying funds of the Fund of Funds may use.
Unless indicated otherwise, the following descriptions apply to all Funds and
underlying funds of the Fund of Funds. They do not directly apply to the Fund of
Funds unless otherwise indicated.

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

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

U.S. TREASURY OBLIGATIONS (including Fund of 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. 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

<PAGE> 36

Government or U.S. Treasury guarantees, such as mortgage-backed certificates
guaranteed by the Government National Mortgage Association ("GNMA"). Other types
of U.S. Government securities, such as obligations of the Student Loan Marketing
Association, provide recourse only to the credit of the agency or
instrumentality issuing the obligation. In the case of obligations not backed by
the full faith and credit of the United States Government, the investor must
look to the agency issuing or guaranteeing the obligation for ultimate
repayment.

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

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

WHEN-ISSUED, DELAYED-DELIVERY SECURITIES AND FORWARD
COMMITMENTS. The Funds may purchase securities on a when-issued or
delayed-delivery basis and may purchase or sell securities on a forward
commitment basis. When-issued or delayed-delivery transactions arise when
securities are purchased by a Fund with payment and delivery taking place in the
future in order to secure what is considered to be an advantageous price and
yield to the Fund at the time of entering into the transaction. A forward
commitment transaction is an agreement by a Fund to purchase or sell securities
at a specified future date. When a Fund engages in these transactions, the Fund
relies on the buyer or seller, as the case may be, to consummate the sale.
Failure to do so may result in the Fund missing the opportunity to obtain a
price or yield considered to be advantageous. When-issued and delayed-delivery
transactions and forward commitment transactions may be expected to occur a
month or more before delivery is due. However, no payment or delivery is made by
a Fund until it receives payment or delivery from the other party to the
transaction. A separate account containing only liquid assets equal to the value
of purchase commitments will be maintained until payment is made. The securities
so purchased are subject to market fluctuation during this period and no income
accrues to the Fund until settlement takes place.

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

<PAGE> 37

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

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

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

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

Investments in Eurodollar and Yankee dollar obligations
involve additional risks. Most notably, there generally is less publicly
available information about foreign companies; there may be less governmental
regulation and supervision; they may use different accounting and financial
standards; and the adoption of foreign governmental restrictions may

<PAGE> 38

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.

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

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

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

MORTGAGE-RELATED SECURITIES. 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

<PAGE> 39

are often subject to more rapid prepayment of principal then their stated
maturity would indicate. The remaining expected average life of a pool of
mortgage loans underlying a mortgage-backed security is a prediction of when the
mortgage loans will be repaid and is based upon a variety of factors, such as
the demographic and geographic characteristics of the borrowers and the
mortgaged properties, the length of time that each of the mortgage loans has
been outstanding, the interest rates payable on the mortgage loans and the
current interest rate environment.

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

GNMA CERTIFICATES. 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. 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.

<PAGE> 40

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

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

FHLMC SECURITIES. 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. 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

<PAGE> 41

on an underlying mortgage loan, but not later than 30 days following (i)
foreclosure sale, (ii) payment of a claim by any mortgage insurer or (iii) the
expiration of any right of redemption, whichever occurs later, but in any event
no later than one year after demand has been made upon the mortgagor for
accelerated payment of principal. The obligations of FHLMC under its guarantee
are obligations solely of FHLMC and are not backed by the full faith and credit
of the U.S. Government.

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

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

NON-AGENCY MORTGAGE-BACKED SECURITIES. 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). 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

<PAGE> 42

and fixed rate mortgage securities is that the interest rate and the rate of
amortization of principal of ARMS can and do change in accordance with movements
in a particular, pre-specified, published interest rate index.

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

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

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

REAL ESTATE SECURITIES (ING Intermediate Bond Fund, ING High
Yield Bond Fund, and ING International Bond Fund). The Funds may invest in REITs
and other real estate industry operating companies ("REOCs"). For purposes of a
Fund's investments,

<PAGE> 43

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

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

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

Investments in mortgage-related securities involve certain
risks. In periods of declining interest rates, prices of fixed income securities
tend to rise. However, during such periods, the rate of prepayment of mortgages
underlying mortgage-related securities tends to increase, with the result that
such prepayments must be reinvested by the issuer at lower rates. In addition,
the value of such securities may fluctuate in response to the market's
perception of the creditworthiness of the issuers of mortgage-related securities
owned by the Fund.

<PAGE> 44

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. 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.

INVESTMENT IN ING FUNDS (Fund of Funds, only). The investments
of each Fund of Fund are concentrated in underlying funds so each Fund of Fund's
performance is directly related to the investment performance of the underlying
funds held by it. The ability of each Fund of Fund to meet its investment
objective is directly related to the ability of the underlying funds to meet
their objectives as well as the allocation among those underlying funds by the
Investment Manager. There can be no assurance that the investment objective of
any Fund of Fund or any underlying fund will be achieved. The portfolios will
only invest in Class I shares of the underlying ING Funds and, accordingly, will
not pay any sales loads or 12b-1 or service or distribution fees in connection
with their investments in shares of the underlying funds. The Fund of Funds,
however, will indirectly bear their pro rata share of the fees and expenses
incurred by the underlying ING Funds that are applicable to Class I
shareholders. The investment returns of each Fund of Fund, therefore, will be
net of the expenses of the underlying funds in which it is invested.

ASSET-BACKED SECURITIES (All Funds except ING Growth and
Income 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

<PAGE> 45

factors, proceeds from repossessed collateral may not always be sufficient to
support payments on these securities. The risks associated with asset-backed
securities are often reduced by the addition of credit enhancements such as a
letter of credit from a bank, excess collateral or a third-party guarantee.

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

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

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

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

The 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

<PAGE> 46

shareholder. The company issuing the stock underlying the ADR pays nothing to
establish the unsponsored facility, as fees for ADR issuance and cancellation
are paid by brokers. Investors directly bear the expenses associated with
certificate transfer, custody and dividend payment.

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

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

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

<PAGE> 47

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

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

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

GUARANTEED INVESTMENT CONTRACTS. 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

<PAGE> 48

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

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

OPTIONS ON SECURITIES (All Funds except ING Money Market
Fund). 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 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

<PAGE> 49

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

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

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

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

<PAGE> 50

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

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

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

<PAGE> 51

may be affected by somewhat different factors and, therefore, the Fund bears the
risk that a loss on an index option would not be completely offset by movements
in the price of such securities.

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

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

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

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

DOLLAR ROLL TRANSACTIONS (ING Growth & Income Fund, ING
Intermediate Bond Fund, ING High Yield Bond Fund, and ING International Bond
Fund). In connection with their ability to purchase securities on a when-issued
or forward commitment basis, the Funds may enter into "dollar rolls" in which
the Funds sell securities for delivery in the current month and simultaneously
contracts with the same counterparty to repurchase similar (same type, coupon
and maturity) but not identical securities on a specified future date.

<PAGE> 52

The Funds give up the right to receive principal and interest paid on the
securities sold. However, the Funds would benefit to the extent of any
difference between the price received for the securities sold and the lower
forward price for the future purchase plus any fee income received. Unless such
benefits exceed the income and capital appreciation that would have been
realized on the securities sold as part of the dollar roll, the use of this
technique will diminish the investment performance of the Funds compared with
what such performance would have been without the use of dollar rolls. The Funds
will hold and maintain in a segregated account until the settlement date liquid
assets in an amount equal to the value of the when-issued or forward commitment
securities. The benefits derived from the use of dollar rolls may depend, among
other things, upon the Sub-Advisers' ability to predict interest rates
correctly. There is no assurance that dollar rolls can be successfully employed.
In addition, the use of dollar rolls by the Funds while remaining substantially
fully invested increases the amount of a Fund's assets that are subject to
market risk to an amount that is greater than the Fund's net asset value, which
could result in increased volatility of the price of the Fund's shares.

SWAP AGREEMENTS (ING Growth & Income Fund). 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
Money Market Fund). As part of its financial futures transactions, each Fund may
use foreign

<PAGE> 53

currency futures contracts and options on such futures contracts. Through the
purchase or sale of such contracts, a Fund may be able to achieve many of the
same objectives as through forward foreign currency exchange contracts more
effectively and possibly at a lower cost.

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

FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL
ENTITIES (ING International Bond Fund, ING Intermediate Bond Fund, ING
International Equity Fund, ING Tax Efficient Equity Fund, ING Global Brand Names
Fund and ING European Equity Fund only). A Fund may invest in obligations issued
or guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities that are determined by the
Sub-Adviser to be of comparable quality to the other obligations in which the
Fund may invest. Such securities also include debt obligations of supranational
entities. Supranational entities include international organizations designated
or supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the World Bank), the European Coal and Steel Community, the Asian
Development Bank and the InterAmerican Development Bank.

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

Generally, if market interest rates increase, the value of
outstanding debt securities declines (and vice versa). Entering into a futures
contract for the sale of securities has an effect similar to the actual sale of
securities, although sale of the futures contract might be accomplished more
easily and quickly. For example, if a Fund holds long-term U.S. Government
securities and the Sub-Adviser anticipates a rise in long-term interest rates,
it could, in lieu of disposing of its portfolio securities, enter into futures
contracts for the sale of similar long-term securities. If rates increased and
the value of a Fund's portfolio securities declined, the value of a Fund's
futures contracts would increase, thereby protecting the Fund by preventing its
net asset value from declining as much as it otherwise would have. Similarly,
entering into futures contracts for the purchase of securities has an effect
similar to actual purchase of the underlying securities, but permits the
continued holding of securities other than the underlying securities. For
example, if the Sub-Adviser expects long-term

<PAGE> 54

interest rates to decline, a Fund might enter into futures contracts for the
purchase of long-term securities, so that it could gain rapid market exposure
that may offset anticipated increases in the cost of securities it intends to
purchase, while continuing to hold higher-yielding short-term securities or
waiting for the long-term market to stabilize. Futures transactions may fail as
hedging techniques where price movements of the underlying securities do not
follow price movements of the portfolio securities subject to the hedge. The
loss with respect to futures transactions is potentially unlimited. Also, the
Funds may be unable to control losses by closing its position where a liquid
secondary market does not exist.

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

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

LOANS OF PORTFOLIO SECURITIES. 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

<PAGE> 55

value of the securities loaned; (2) the Funds may at any time call the loan and
obtain the return of the securities loaned within five business days; (3) the
Funds will receive any interest or dividends paid on the loaned securities; and
(4) the aggregate market value of securities loaned will not at any time exceed
one-third of the total assets of a particular Fund.

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

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

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

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

LOWER-RATED SECURITIES. (ING High Yield Bond Fund).
Lower-rated securities are lower-rated bonds commonly referred to as junk bonds
or high-yield/high-risk securities. These securities are rated Baa or lower by
Moody's Investors Service, Inc. (Moody's) or BBB or lower by Standard & Poor's
Corporation (S&P). As described in the

<PAGE> 56

Prospectus, certain of the Funds may invest in lower rated and unrated
securities of comparable quality subject to the restrictions stated in the
Prospectus.

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

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

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

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

ILLIQUID SECURITIES. Each Fund has adopted a non-fundamental
policy with respect to investments in illiquid securities. Historically,
illiquid securities have included securities subject to contractual or legal
restrictions on resale because they have not been registered under the
Securities Act of 1933, as amended ("Securities Act"), securities that are

<PAGE> 57

otherwise not readily marketable and repurchase agreements having a maturity of
longer than seven days. Securities that have not been registered under the
Securities Act are referred to as private placements or restricted securities
and are purchased directly from the issuer or in the secondary market. Mutual
funds do not typically hold a significant amount of these restricted or other
illiquid securities because of the potential for delays on resale and
uncertainty in valuation. Limitations on resale may have an adverse effect on
the marketability of portfolio securities and a mutual fund might be unable to
dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions within
seven days. A mutual fund might also have to register such restricted securities
in order to dispose of them resulting in additional expense and delay. Adverse
market conditions could impede such a public offering of securities.

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

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

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

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

<PAGE> 58

applicable investment restrictions, in securities eligible for resale under Rule
144A which are determined to be liquid based upon the trading markets for the
securities.

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

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

ADDITIONAL RISK CONSIDERATIONS

The following pages discuss the Additional Risk Considerations
associated with certain of the types of securities in which the Funds or the
underlying funds of the Fund of Funds may invest and certain of the investment
practices that the Funds or the underlying funds of the Fund of Funds may use.
Unless indicated otherwise, the following descriptions apply to all Funds and
underlying funds of the Fund of Funds. They do not directly apply to the Fund of
Funds unless otherwise indicated.

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

EQUITY SECURITIES. Investments in equity securities in general
are subject

<PAGE> 59

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

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

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

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

FOREIGN SECURITIES AGREEMENTS. Investing in the securities of
issuers in any foreign country including ADRs and EDRs involves special risks
and

<PAGE> 60

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

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

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

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

<PAGE> 61

risk of loss should the price of the underlying security decline. Investors
should note that because of the volatility of the market value of the underlying
security, the loss from investing in futures transactions is potentially
unlimited. In addition, a Fund has no control over the time when it may be
required to fulfill its obligation as a writer of the option. Once a Fund has
received an exercise notice, it cannot effect a closing transaction in order to
terminate its obligation under the option and must deliver the underlying
securities at the exercise price.

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

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

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

<PAGE> 62
28

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

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

NON-DIVERSIFIED INVESTMENT COMPANIES (Fund of Funds, ING
Global Brand Names Fund, ING Focus Fund and ING International Bond Fund). The
Funds are classified as non-diversified investment companies under the 1940 Act,
which means that each Fund is not limited by the 1940 Act in the proportion of
its assets that it may invest in the obligations of a single issuer. . In
addition, under Section 12d(l)(G) of the 1940 Act, each Fund of Fund may invest
substantially all of its assets in the underlying funds. 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 (Fund of Funds, ING Global Information
Technology Fund, ING Global Real Estate Fund and ING Internet 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. Because of the investment
objectives and policies of the Fund of Funds, each will each concentrate more
than 25% of their assets in the mutual fund industry As a result, each Fund may
be subject go greater market fluctuation than a fund which has securities
representing a broader range of investment alternatives.

<PAGE> 63
29

PORTFOLIO TURNOVER (including the Fund of Funds). The Funds
generally will not engage in the trading of securities for the purpose of
realizing short-term profits, but each Fund will adjust its portfolio as it
deems advisable in view of prevailing or anticipated market conditions or
fluctuations in interest rates to accomplish its respective investment
objective. For example, each Fund may sell portfolio securities in anticipation
of an adverse market movement. Other than for tax purposes, frequency of
portfolio turnover will not be a limiting factor if a Fund considers it
advantageous to purchase or sell securities. The Funds do not anticipate that
the respective annual portfolio turnover rates will exceed the following: ING
Large Cap Growth Fund 100%; ING Growth & Income Fund 100%; ING Mid Cap Growth
Fund 100%; ING Small Cap Growth Fund 100%; ING Global Brand Names Fund 100%; ING
International Equity Fund 200%; ING European Equity Fund 100%; ING Tax Efficient
Equity Fund 50%; ING Focus Fund, 100%; ING Global Information Technology Fund
100%; and ING Internet Fund, ____%, and each of the Fund of Funds, ___%. 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.

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

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

<PAGE> 64
30

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

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

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

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

INVESTMENT RESTRICTIONS

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

Each Fund, except as indicated, may not:

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

<PAGE> 65
31

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

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

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

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

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

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

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

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

In addition, all Funds except for the Fund of Funds, ING
Global Brand Names Funds, ING Focus Fund, ING Global Real Estate Fund, ING
Internet Fund, ING Quality of Life Fund and ING International Bond Fund are
diversified funds. As such, each will not,

<PAGE> 66
32

with respect to 75% (100% with respect to the Money Market Funds) of their total
assets, invest more than 5% of its total assets in the securities of any one
issuer (except for U.S. Government securities) or purchase more than 10% of the
outstanding voting securities of any one issuer. The Money Market Funds may
invest up to 25% of their total assets in the first tier securities of a single
issuer for a period of up to three business days after the acquisition thereof
provided that the Fund may not invest in the securities of more than one issuer
in accordance with this provision at any time.

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

MANAGEMENT

Trustees and Officers
- ---------------------

The principal occupations of the Trustees and executive
officers of the Funds for the past five years are listed below. The address of
each, unless otherwise indicated, is 1475 Dunwoody Drive, West Chester, PA
19380. Trustees deemed to be "interested persons" of the Funds for purposes of
the 1940 Act are indicated by an asterisk.

Trustees Biographies
- --------------------

John J. Pileggi,* Trustee, Chairman of the Board and President
- - Age 40. President and Chief Executive Officer of ING Mutual Funds Management
Co. LLC (1998-present); Director, President and Chief Executive, ING Funds
Distributor, Inc. (1999-present); Director of Furman Selz LLC (1994- present);
Senior Managing Director of Furman Selz LLC (1992-1994); Managing Director of
Furman Selz LLC (1984-1992). Mr. Pileggi is also a Trustee of the First Choice
Funds, Intrust Funds and the Performance Funds.

Joseph N. Hankin, Trustee - Age 59. President, Westchester
Community College since 1971; Adjunct Professor of Columbia University Teachers
College since 1976. Dr. Hankin is also a Trustee of the First Choice Funds and
Stagecoach Funds Group.

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

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

<PAGE> 67
33

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

Officers Biographies
- --------------------

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

Donald Brostrom, Treasurer - Age 40. Executive Vice President
and Chief Financial Officer, ING Mutual Funds Management Co. LLC (1998-present);
Director, Treasurer and Chief Financial Officer, ING Funds Distributor, Inc.
(1999-present); Managing Director, Furman Selz LLC (1984-1998).

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

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

Lisa M. Buono, Vice President - Age 34. Vice President -
Financial Operations, ING Mutual Funds Management Co. LLC (1999-present); Vice
President, ING Funds Distributor, Inc. (1999-present); Vice President, Provident
Advisers, Inc. (1996-1999).

Rachelle I. Rehner, Secretary - Age 37. Fund Legal Manager,
ING Mutual Funds Management Co. LLC (1998-present); Secretary, ING Funds
Distributor, Inc. (1999-present); Senior Legal Assistant, Kramer, Levin,
Naftalis & Frankel (1995-1998); Compliance Administrator, BISYS Funds Services
(1994-1995); Senior Legal Assistant, Battle Fowler (1989-1994).

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

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

Trustees of the Funds not affiliated with ING or IFD receive from the
Funds an annual retainer of $5,000.00 and a fee of $835.00 for each Board of
Trustees meeting and Board

<PAGE> 68
34

committee meeting of the Funds attended and are reimbursed for all out-of-pocket
expenses relating to attendance at such meetings. Trustees who are affiliated
with ING or IFD do not receive compensation from the Funds.

Investment Manager
- ------------------

ING Mutual Funds Management Co. LLC, 1475 Dunwoody Drive, West Chester, PA
19380, serves as the Manager of the Funds. IMFC is a wholly owned subsidiary of
ING Groep N.V. ("ING Group"). Under the Management Agreement, IMFC has overall
responsibility, subject to the supervision of the Board of Trustees, for
engaging sub-advisers and for monitoring and evaluating the management of the
assets of each Fund by the Sub-Adviser, as well as performing the necessary
allocations in relation to the Fund of Funds. The Manager will make
recommendations to the Board of Trustees concerning changes to (a) the
underlying funds in which the Fund of Funds may invest, (b) the percentage range
of assets that may be invested by each Fund of Fund in any one underlying fund
and (c) the percentage range of assets of any Fund of Fund that may be invested
in equity funds and fixed income funds (including money market funds). The
Manager is also responsible for monitoring and evaluating the Sub-Advisers on a
periodic basis, and will consider their performance records with respect to the
investment objectives and policies of each Fund. The Sub-Advisers are affiliated
with the Manager. IMFC also provides certain administrative services necessary
for the Funds' operations including; (i) coordination of the services performed
by the Funds' transfer agent, custodian, independent accountants and legal
counsel; (ii) regulatory compliance, including the compilation of information
for documents such as reports to, and filings with, the SEC and state securities
commissions; (iii) preparation of proxy statements and shareholder reports for
the Funds; (iv) general supervision relative to the compilation of data required
for the preparation of periodic reports distributed to the Funds' officers and
Board of Trustees; and (v) furnishing office space and certain facilities
required for conducting the business of the Funds.

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

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

<PAGE> 69
35

The Manager also serves as investment adviser to each of the
underlying funds in which the Fund of Funds may invest and is responsible for
the selection and management of each of the underlying fund's investments.
Decisions to buy and sell shares of the underlying funds for the Funds of Funds
are made by Investment Manager, subject to the overall supervision and review of
the portfolios' Board of Directors.

Each Fund of Fund, as a shareholder in the underlying funds,
will indirectly bear its proportionate share of any investment management fees
and other expenses paid by the underlying funds. The effective management fee of
each of the underlying funds in which the portfolios may invest is set forth
below as a percentage rate of the fund's average net assets:

Underlying Fund
Management
Fees

ING Large Cap Growth Fund %
ING Growth & Income Fund %
ING Mid Cap Growth Fund %
ING Small Cap Growth Fund %
ING Global Brand Names Fund %
ING International Equity Fund %
ING European Equity Fund %
ING Tax Efficient Equity Fund %
ING Focus Fund.... %
ING Global Information Technology Fund %
ING Internet Fund. %
ING Intermediate Bond Fund %
ING High Yield Bond Fund %
ING International Bond Fund %
ING Money Market Fund %

An affiliate of the Manager has made a significant investment
in the underlying funds as well as the Funds, other than the Fund of Funds. The
affiliate may redeem its investment in the applicable Funds at any time. Such
redemption may have an adverse effect on such 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. Located in Atlanta, Georgia, IIM is a Delaware
limited liability company which is engaged in the business of providing
investment advice to affiliated insurance companies.

<PAGE> 70
36

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

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. Located at 125 High Street, Boston, Massachusetts
02110, BAM is a wholly-owned subsidiary of BAMHL.

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

ING Investment Management Advisors, B.V. ("IIMA"), serves as
Sub-Adviser to the ING Global Brand Names Fund. Located at Schenkkade 65, 2595
AS, The Hague, The Netherlands, IIMA operates under the collective management of
ING Investment Management.

Distribution of Fund Shares
- ---------------------------

ING Funds Distributor, Inc., 1475 Dunwoody Drive, West
Chester, PA 19380, serves as Distributor and Principal Underwriter of the Funds.
As distributor, IFD sells shares of each Fund on behalf of the Trust.

Transfer Agent, Fund Accountant and Account Services
- ----------------------------------------------------

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

Rule 12b-1 Distribution Plan
- ----------------------------

Pursuant to a Plan of Distribution adopted by each Fund under
Rule 12b-1 under the 1940 Act, each Fund pays the Distributor an annual fee of
0.25% of average net assets attributable to that Fund's shares.

The distribution fee 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.

<PAGE> 71
37

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

DETERMINATION OF NET ASSET VALUE

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

The net asset value per share of each Fund is normally
determined daily as of the close of trading on the NYSE (generally 4:00 p.m.
Eastern time) on each business day of the Company. 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.

The value of each underlying fund will be its net asset value
at the time of computation. 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 constitutes fair value as
determined by the Concert Series' Board of Directors. 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.

<PAGE> 72
38

Each equity security held by the Fund is valued at its last
sales price on the exchange where the security is principally traded or, lacking
any sales on a particular day, the security is valued at the closing bid price
on that day. Each security traded in the over-the-counter market (but not
including securities reported on the NASDAQ National Market System) is valued at
the mean between the last bid and asked prices based upon quotes furnished by
market makers for such securities. Each security reported on the NASDAQ National
Market System is valued at the last sales price on the valuation date or absent
a last sales price, at the closing bid price on that day. Debt securities are
valued on the basis of prices provided by an independent pricing service. Prices
provided by the pricing service may be determined without exclusive reliance on
quoted prices, and may reflect appropriate factors such as institution-size
trading in similar groups of securities, developments related to special
securities, yield, quality, coupon rate, maturity, type of issue, individual
trading characteristics and other market data. Securities for which market
quotations are not readily available are valued at fair value as determined in
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. Short-term
obligations having 60 days or less to maturity are valued on the basis of
amortized cost. For purposes of determining net asset value per share, futures
and options contracts generally will be valued 15 minutes after the close of
trading of the NYSE.

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.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The Prospectus contains a general description of how investors
may buy shares of the Funds and states whether the Funds offer more than one
class of shares. This SAI contains additional information which may be of
interest to investors.

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

<PAGE> 73
39

being so distributed would be valued in the same manner as the portfolio of the
Fund is valued. If the recipient sold such securities, he or she probably would
incur brokerage charges.

Redemption of shares, or payment, may be suspended at times
(a) when the New York Stock Exchange is closed for other than customary weekend
or holiday closings, (b) when trading on New York Stock Exchange is restricted,
(c) when an emergency exists, as a result of which disposal by a Fund of
securities owned by it is not reasonably practicable, or it is not reasonably
practicable for a Fund fairly to determine the value of its net assets, or
during any other period when the SEC, by order, so permits; provided that
applicable rules and regulations of the SEC shall govern as to whether the
conditions prescribed in (b) or (c) exist. The New York Stock Exchange is not
open for business on the following holidays (nor on the nearest Monday or Friday
if the holiday falls on a weekend), on which the Funds will not redeem shares:
New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

The Trust offers the shares of the Funds, on a continuous
basis, to both registered and unregistered separate accounts of affiliated and
unaffiliated Participating Insurance Companies to fund variable annuity
contracts (the "Contracts") and variable life insurance policies ("Policies").
Each separate account contains divisions, each of which corresponds to a Fund in
the Trust. Net purchase payments under the Contracts are placed in one or more
of the divisions of the relevant separate account and the assets of each
division are invested in the shares of the Fund which corresponds to that
division. Each separate account purchases and redeems shares of these Funds for
its divisions at net asset value without sales or redemption charges.

The Trust may offer the shares of its Funds to certain pension
and retirement plans ("Plans") qualified under the Internal Revenue Code. The
relationships of Plans and Plan participants to the Fund would be subject, in
part, to the provisions of the individual plans and applicable law. Accordingly,
such relationships could be different from those described in this Prospectus
for separate accounts and owners of Contracts and Policies, in such areas, for
example, as tax matters and voting privileges.

The Board of Trustees monitors for possible conflicts among
separate accounts (and will do so for plans) buying shares of the Funds.
Conflicts could develop for a variety of reasons. For example, differences in
treatment under tax and other laws or the failure by a separate account to
comply with such laws could cause a conflict. To eliminate a conflict, the Board
of Trustees may require a separate account or Plan to withdraw its participation
in a Fund. A Fund's net asset value could decrease if it had to sell investment
securities to pay redemptions proceeds to a separate account (or plan)
withdrawing because of a conflict.

Each Fund ordinarily effects orders to purchase or redeem its
shares that are based on transactions under Policies or Contracts (e.g.,
purchase or premium payments, surrender or withdrawal requests, etc.) at the
Fund's net asset value per share next computed

<PAGE> 74
40

on the day on which the separate account processes such transactions. Each Fund
effects orders to purchase or redeem its shares that are not based on such
transactions at the Fund's net asset value per share next computed on the day on
which the Fund receives the orders.

Please refer to the appropriate separate account prospectus
related to your Contract for more information regarding the Contract.

PORTFOLIO TRANSACTIONS

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

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

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

<PAGE> 75
41

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

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

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

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

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

Portfolio Turnover
- ------------------

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

<PAGE> 76
42

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

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS. The Funds declare and distribute dividends
representing substantially all net investment income as follows:

<TABLE>
<CAPTION>
DIVIDENDS DIVIDENDS
DECLARED PAID
--------- ---------
<S> <C> <C>
ING Large Cap Growth Fund ................................ annually annually
ING Growth & Income Fund ................................. quarterly quarterly
ING International Equity Fund............................. annually annually
ING Global Brand Names Fund .............................. annually annually
ING Income Plus Fund...................................... monthly monthly
ING Balanced Plus Fund ................................... quarterly quarterly
ING Conservative Growth Fund ............................. quarterly quarterly
ING Attractive Growth Fund................................ annually annually
</TABLE>

All such distributions will be automatically reinvested, at
the election of Participating Insurance Companies, in shares of the Fund issuing
the distribution at the net asset value determined on the reinvestment date.

TAX MATTERS. Each series of shares of the Company is treated
as a separate association taxable as a corporation. Each Fund intends to qualify
under the Internal Revenue Code of 1986, as amended (the "Code"), as a regulated
investment company ("RIC") for each taxable year. As a RIC, a Fund will not be
subject to federal income tax to the extent it distributes to its shareholders
its net investment income and net capital gains.

In order to qualify as a regulated investment company, each
Fund must satisfy certain requirements concerning the nature of its income,
diversification of its assets and distribution of its income to shareholders. In
order to ensure that individuals holding the Contracts whose assets are invested
in a Fund will not be subject to federal income tax on distributions made by the
Fund prior to the receipt of payments under the Contracts, each Fund intends to
comply with additional requirements of Section 817(h) of the Code relating to
both diversification of its assets and eligibility of an investor to be its
shareholder. Certain of these requirements in the aggregate may limit the
ability of a Fund to engage in transactions involving options, futures
contracts, forward contracts and foreign currency and related deposits.

Any Fund's transactions in non-equity options, forward
contracts, futures contracts and foreign currency will be subject to special tax
rules, the effect of which may be

<PAGE> 77
43

to accelerate income to the Fund, defer Fund losses, cause adjustments in the
holding periods of fund securities and convert short-term capital losses into
long-term capital losses. These losses could therefore affect the amount, timing
and character of distributions.

The holding of the foreign currencies and investments by a
Fund in certain "passive foreign investment companies" may be limited in order
to avoid imposition of a tax on such Fund.

Each Fund investing in foreign securities may be subject to
foreign withholding taxes on income from its investments. In any year in which
more than 50% in value of a Fund's total assets at the close of the taxable year
consists of securities of foreign corporations, the Fund may elect to treat any
foreign taxes paid by it as if they had been paid by its shareholders. The
insurance company segregated asset accounts holding Fund shares should consider
the impact of this election.

Holders of Contracts under which assets are invested in the
Funds should refer to the prospectus for the Contracts for information regarding
the tax aspects of ownership of such Contracts.

Each Fund is treated as a separate association taxable as a
corporation. Each Fund intends to qualify under the Internal Revenue Code of
1986, as amended (the "Code"), as a regulated investment company ("RIC") for
each taxable year. Accordingly, each Fund must, among other things, meet the
following requirements: A. Each Fund must generally derive at least 90% of its
gross income from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stock, securities, foreign
currencies, or other income derived with respect to its business of investing in
such stock, securities or currencies. B. Each Fund must diversify its holdings
so that, at the end of each fiscal quarter or within 30 days thereafter: (i) at
least 50% of the market value of the Fund's assets is represented by cash, cash
items (including receivables), U.S. Government securities, securities of other
RICs, and other securities, with such other securities limited, with respect to
any one issuer, to an amount not greater than 5% of the Fund's assets and not
more than 10% of the outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of its assets is invested in the securities of any
one issuer (other than U.S. Government securities or securities of other RICs).

The Code imposes a nondeductible 4% excise tax on a RIC that
fails to distribute during each calendar year at least 98% of its ordinary
income for the calendar year, at least 98% of its capital gain net income for
the 12-month period ending on October 31 of the calendar year and certain other
amounts. Each Fund intends to make sufficient distributions to avoid imposition
of the excise tax. Some Funds meet an exception which results in their not being
subject to excise tax.

As a RIC, each Fund will not be subject to federal income tax
on its income and gains distributed to shareholders if it distributes at least
(i) 90% of its investment company taxable income for the taxable year; and (ii)
90% of the excess of its tax-exempt interest income under Code Section 103(a)
over its deductions disallowed under Code Sections 265 and 171(a)(2).

<PAGE> 78
44

Each Fund intends to comply with the diversification
requirements imposed by Section 817(h) of the Code and the regulations
thereunder. These requirements, which are in addition to the diversification
requirements imposed on each Fund by the 1940 Act and Subchapter M of the Code,
place certain limitations on (i) the assets of the insurance company separate
accounts that may be invested in securities of a single issuer and (ii) eligible
investors. Because Section 817(h) and those regulations treat the assets of each
Fund as assets of the corresponding division of the insurance company separate
accounts, each Fund intends to comply with these diversification requirements.
Specifically, the regulations provide that, except as permitted by the "safe
harbor" described below, as of the end of each calendar quarter or within 30
days thereafter no more than 55% of a Fund's total assets may be represented by
any one investment, no more than 70% by any two investments, no more than 80% by
any three investments and no more than 90% by any four investments. For this
purpose, all securities of the same issuer are considered a single investment,
and while each U.S. Government agency and instrumentality is considered a
separate issuer, a particular foreign government and its agencies,
instrumentalities and political subdivisions all will be considered the same
issuer. The regulations also provide that a Fund's shareholders are limited,
generally, to life insurance company separate accounts, general accounts of the
same life insurance company, an investment adviser or affiliate in connection
with the creation or management of a Fund or the trustee of a qualified pension
plan. Section 817(h) provides, as a safe harbor, that a separate account will be
treated as being adequately diversified if the diversification requirements
under Subchapter M are satisfied and no more than 55% of the value of the
account's total assets are cash and cash items, government securities and
securities of other RICs. Failure of a Fund to satisfy the Section 817(h)
requirements would result in taxation of and treatment of the Contract holders
investing in a corresponding division other than as described in the applicable
prospectuses of the various insurance company separate accounts.

OTHER INFORMATION

Capitalization
- --------------

The Trust is a Delaware business trust established under a
Trust Instrument dated July 15, 1999 and currently consists of eight separately
managed portfolios, all of which are discussed in this SAI. Each portfolio is
comprised of one class of shares.

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

<PAGE> 79
45

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.

Code of Ethics
- --------------

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

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

<PAGE> 80
46

substantially identical or that the matter does not affect any interest of the
Fund. Under the Rule, the approval of an investment advisory agreement or any
change in a fundamental investment policy would be effectively acted upon with
respect to a Fund only if approved by a majority of the outstanding shares of
such Fund. However, the Rule also provides that the ratification of the
appointment of independent auditors, the approval of principal underwriting
contracts and the election of trustees may be effectively acted upon by
shareholders of the Funds voting together in the aggregate without regard to a
particular Fund.

Custodian
- ---------

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

Yield and Performance Information
- ---------------------------------

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

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

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

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

Quotations of 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

<PAGE> 81
47

hypothetical $1,000 payment made at the beginning of the period). All total
return figures will reflect a proportional share of Fund expenses (net of
certain reimbursed expenses) on an annual basis, and will assume that all
dividends and distributions are reinvested when paid.

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

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

Performance of the Underlying Funds
- -----------------------------------

The following chart shows the average annual total return
(unaudited) for the longest outstanding class of shares for each of the
underlying funds in which the Fund of Funds may invest for the most recent one-,
five-, and ten-year periods (or since inception if shorter and giving effect to
the maximum applicable sales charges) and the 30-day yields for income-oriented
funds, in each case for the period ended _______________, 1999.

The Fund of Funds will invest only in Class I shares of the
underlying ING Funds and, accordingly, will not pay any sales load or 12b-1
service or distribution fees in connection with their investments in shares of
the underlying funds. The Fund of Funds,

<PAGE> 82
48

however, will indirectly bear their pro rata share of the fees and expenses
incurred by the underlying funds that are applicable to Class I shareholders.
The investment returns of each portfolio, therefore, will be net of the expense
of the underlying funds in which it is invested. The following chart shows the
expense ratios applicable to Class I shareholders of each underlying fund held
by a portfolio, based on operating expenses for its most recent fiscal year:

Underlying Fund
Expense Ratio

Other Performance Comparisons
- -----------------------------

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, or the Russell 2000. Lipper Analytical Services, Inc.
maintains statistical performance databases, as reported by a diverse universe
of independently-managed mutual funds. Morningstar, Inc. is a mutual fund
performance rating service that rates mutual funds on the basis of risk-adjusted
performance. Evaluations of fund performance made by independent sources may
also be used in advertisements concerning the funds, including reprints of, or
selections from editorials or articles about the funds or the funds managers.

The Funds may also publish rankings or ratings of the
managers. Materials may include a list of representative clients of the Funds'
investment advisers and may contain

<PAGE> 83
49

information regarding the background, expertise, etc. of the investment advisers
or of funds' 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.

Legal Counsel
- -------------

________________________________________ serves as the Trust
and from time to time provides advice to the Manager. ___________ address is
_____________________________________________________.

Independent Auditors
- --------------------

_________________ serves as the independent auditors for the
Funds. _________________ provides audit services, tax return preparation and
assistance and consultation in connection with review of SEC filings. _______
_________'s address is ______________________________________.

Registration Statement
- ----------------------

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

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

<PAGE> 84

APPENDIX

DESCRIPTION OF MOODY'S BOND RATINGS:

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

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

DESCRIPTION OF S&P'S BOND RATINGS:

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

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

<PAGE> 85
51

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

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

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

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

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

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

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

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

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

INVESTMENT GRADE

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

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

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

<PAGE> 86
52

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

SPECULATIVE GRADE

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

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

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

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

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

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

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

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

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

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

A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."
<PAGE> 87

PART C. OTHER INFORMATION

Item 23. Exhibits:

<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
a -- Declaration of Trust. (2)

b -- By-Laws of Registrant. (2)

c -- None.

d(1) -- Management Agreement between Registrant and ING Mutual Funds
Management Co. LLC. (2)

d(2) -- Sub-Advisory Agreement between the Manager and Baring Asset
Management, Inc. (2)

d(3) -- Sub-Advisory Agreement between the Manager and Baring
International Investment Limited. (2)

d(4) -- Sub-Advisory Agreement between the Manager and Baring Asset
Management (Asia) Limited. (2)

d(5) -- Sub-Advisory Agreement between the Manager and ING Investment
Management Advisors, B.V. (2)

d(6) -- Sub-Advisory Agreement between the Manager and ING Investment
Management, LLC. (2)

e Distribution Agreement between Registrant and ING Funds
Distributor, Inc. (2)

f -- Not Applicable

g -- Custodian Agreement between Registrant and Investors Fiduciary
Trust Company. (2)

h(1) -- Fund Services Agreement between Registrant and ING Fund Services
Co. LLC. (2)

h(2) -- Services Agreement between ING Fund Services Co. LLC and First
Data Investor Services Group, Inc. (2)

h(3) -- Agency Agreement between ING Fund Services Co. LLC and DST
Systems, Inc. (2)

h(4) -- Participation Agreement. (2)

i -- Consent of ______________, legal counsel. (2)

j -- Consent of _____________, independent auditors. (2)

k -- Not Applicable
</TABLE>
<PAGE> 88
<TABLE>
<S> <C> <C>
l -- Purchase Agreement. (2)

m(1) -- Rule l2b-l Distribution Plan and Agreement. (2)

n -- Financial Data Schedules. (2)

o -- Rule 18f-3 Plan. (2)
</TABLE>

Other Exhibits

<TABLE>
<S> <C> <C>
(1) -- Power of Attorney. (2)
</TABLE>

- ----------
(1) Filed herewith.

(2) To be filed by amendment.

Item 24. Persons Controlled by or under Common Control with Registrant.

None.

Item 25. Indemnification.

Reference is made to Article IX of Registrants By-Laws and paragraphs 1.11 of
the Distribution Agreement.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant understands that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of 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 will purchase an insurance policy insuring its officers and
trustees against liabilities, and certain costs of defending claims against
such officers and trustees, to the extent such officers and trustees are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties.
The insurance policy also insures the Registrant against the cost of
indemnification payments to officers under certain circumstances.

Section 12 of the Management Agreement between Registrant and Manager,
Section 8 of the Sub-Advisory Agreements and Section 1.11 of the Distribution
Agreement between the Registrant and Distributor limit the liability of
Manager, the Sub-Advisors and the Distributor to liabilities arising from
willful misfeasance, bad faith or gross negligence in the performance of
their respective duties or from reckless disregard by them of their
respective obligations and duties under the agreements.
<PAGE> 89
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 ING Mutual Funds Management Co.
LLC.

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 executive officers of the Manager and such executive
officers' positions during the past two years are as follows:

Name Position and Office

John J. Pileggi, President, Chief Executive Officer and Director of
the Manager. Senior Managing Director and Member of the Board of
Directors of Furman Selz LLC May 1984 to September 1998.

Donald E. Brostrom, Executive Vice President and Chief Financial
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, 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 1993 to September 1998.

James W. MacCune, Vice President of the Manager. Manager of Mutual Fund
Operations at Furman Selz LLC from May 1998 to September 1998, Manager
of Mutual Fund Relations at Lazard Freres & Co. LLS from October 1996
to May 1998.

David A. Freeman, Vice President of the Manager. Vice President of
Marketing of Linsco/Pivate Ledger Corp. prior to 1993 through July
1998.

Ralph G. Norton, III, Vice President of the Manger. Managing
Editor, Standard & Poor's from December 1996 to March 1999.

Cynthia M. Schaus, Vice President of Corporate Communication and
Strategy of the Manager. Assistant Vice President of ING FSI North
America, US Retail Financial Services, October 1997 to March 1999;
Director of Corporate & Investor Relations of Equitable of Iowa
Companies, January 1989 to October 1997.

Lisa M. Buono, Vice President of Financial Operations of the Manager.
Vice President of Provident Advisers, Inc., January 1997 to March 1999;
Director of Finance & Compliance of Provident Distributors, July 1993
to December 1996.

Stuart H. Quillman, Vice President of Marketing of the Manager.
Manager, Corporate Communications at Pilgrim, Baxter & Associates,
October 1997 to October 1998;
<PAGE> 90
Product Manager/Director of Marketing at SEI Investments, September
1989 to June 1996.

Alexander H. Rinnnooy-Kan, Director of the Manager. Member of
Executive Board of ING Groep N.V. since September 1996.

Glenn Hilliard, Director of the Manager. Chairman and Chief
Executive Officer of ING North America Insurance, January 1993 to
present.

Frederick S. Hubbell, Director of the Manager. Member of the Executive
Committee of ING FSI, February 1999 to present. General Manager of ING
Financial Services, International September 1997 to January 1999.
President and CEO of Equitable of Iowa Company May 1987 to September
1997.

Item 27. Principal Underwriter

(a) ING Funds Distributor, Inc., Registrant's distributor, also acts as
the distributor for the ING Funds Trust.

(b) Officers and Directors

<TABLE>
<CAPTION>
-------------------------------------------------------------------
Name and Principal Position and Position and
Business Address Offices with Offices with Fund
Underwriter
-------------------------------------------------------------------
<S> <C> <C>
John J. Pileggi* President, CEO and President, CEO
Director and Trustee
-------------------------------------------------------------------
Donald E. Brostrom* Treasurer, CFO and Treasurer
Director
-------------------------------------------------------------------
Louis S. Citron* Vice President, Vice President
General Counsel
and Director
-------------------------------------------------------------------
Lisa M. Buono* Vice President Vice President
-------------------------------------------------------------------
Rachelle I. Rehner* Secretary Secretary
-------------------------------------------------------------------
Gary Taiariol* Assistant Treasurer None
-------------------------------------------------------------------
Mitchell Jay Mellen* Director None
-------------------------------------------------------------------
Eric Rubin Director None
4802 East Ray Road
Suite 22-228
Phoenix, Arizona 85044
-------------------------------------------------------------------
</TABLE>
* 1475 Dunwoody Drive, West Chester, PA 19380

All accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940, as amended (the "1940 Act") and the
rules thereunder are maintained at the offices of:

(1) ING Variable Insurance Trust, 1475 Dunwoody Drive, West Chester, PA
19380 (records relating to the Company)

(2) ING Mutual Funds Management Co. LLC, 1475 Dunwoody Drive, West
Chester, PA 19380 (advisory records)

(3) ING Funds Distributor, Inc., 1475 Dunwoody Drive, West Chester, PA
19380 (records of principal underwriter)

(4) Baring Asset Management, Inc., 125 High Street, Boston, MA 02110
(records relating to its functions as investment sub-adviser for ING
Large Cap Fund only)

(5) Baring International Investment Limited, 155 Bishopsgate, London,
England EC2M 3XY (records relating to its functions as investment
co-sub-adviser for ING International Equity Fund only)

(6) Baring Asset Management (Asia) Limited, 19/F Edinburgh Tower, The
Landmark, 15 Queens Road, Central, Hong Kong (records relating to
its functions as investment co-sub-adviser for ING International
Equity Fund only)

(7) ING Investment Management Advisors, B.V. Schenkkade 65, 2595 AS, The
Hague, The Netherlands (records relating to its functions as
investment sub-adviser for ING Global Brand Names Fund only)

(8) ING Investment Management LLC 5780 Powers Ferry Road, N.W., Suite
300, Atlanta GA 30327 (records relating to its functions as
investment sub-adviser for ING Growth & Income Fund only)

(9) Investors Fiduciary Trust Co. 801 Pennsylvania Street, Kansas City,
MO 64105 (records relating to its functions as custodian)

(10) DST Systems, Inc., 333 W. 11th Street, Kansas City, MO 64105
(records relating to its functions as transfer agent)

(11) First Data, 4400 Computer Drive, Westborough, MA 01581 (records
relating to its function as fund accounting agent)

Item 29. Management Services

Not applicable.
<PAGE> 92
Item 30. Undertakings

(a) Registrant undertakes to call a meeting of shareholders for the
purpose of voting upon the removal of a Trustee if requested to do
so by the holders of at least 10% of the Registrant's outstanding
shares.

(b) Registrant undertakes to provide the support to shareholders
specified in Section 16(c) of the 1940 Act as though that Section
applied to the Registrant.

(c) Registrant undertakes to furnish to each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
<PAGE> 93
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused 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
July 16, 1999.

ING VARIABLE INSURANCE TRUST
(Registrant)

By: /s/ Louis S. Citron
------------------------
Louis S. Citron
Sole Trustee

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Louis S. Citron Sole Trustee July 16, 1999
- ------------------------
Louis S. Citron
</TABLE>