PINNACLE FM OF TR BR MK TR SR I IN TR SR VII & TCH TR SR VII, S-6, 2000-09-18

PINNACLE FM OF TR BR MK TR SR I IN TR SR VII & TCH TR SR VII
S-6, 2000-09-18

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<PAGE>

As filed with the Securities and Exchange Commission on September 18, 2000
Registration Nos. 333-

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-6

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

For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2

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

A. EXACT NAME OF TRUST:
The Pinnacle Family of Trusts, Broader Market Trust Series I, Industrial
Trust Series VII and Technology Trust Series VII

B. NAME OF DEPOSITOR:
ING Funds Distributor, Inc.

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
ING Funds Distributor, Inc.
1475 Dunwoody Drive
West Chester, Pennsylvania 19380

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:

PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
Senior Vice President Paul, Hastings, Janofsky & Walker
ING Funds Distributor, Inc. LLP
230 Park Avenue 399 Park Avenue
New York, New York 10169 New York, New York 10022

(212) 318-6800

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of The Pinnacle Family of Trusts, Broader
Market Trust Series I, Industrial Trust Series VII and Technology Trust
Series VII are being registered under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940, as amended, and Rule
24f-2 thereunder.

F. APPROPRIATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.

The registrant hereby amends the 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.

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--------------------------------------------------------------------------------
<PAGE>

SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 2000
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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 it is not soliciting an offer to buy +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
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THE PINNACLE FAMILY OF TRUSTS

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BROADER MARKET TRUST SERIES I

INDUSTRIAL TRUST SERIES VII

TECHNOLOGY TRUST SERIES VII

A unit investment trust comprised of three separate portfolios.

BROADER MARKET TRUST: The investment objective of the
Broader Market Trust is to maximize total return through
capital appreciation.

INDUSTRIAL TRUST: The investment objective of the Industrial
Trust is to maximize total return through capital
appreciation.

TECHNOLOGY TRUST: The investment objective of the Technology
Trust is to maximize total return through capital
appreciation.

The Sponsor is ING Funds Distributor, Inc.

This Prospectus consists of two parts. Part A contains the
Summary of Essential Information including descriptive
material relating to the Trusts and the Statements of
Financial Condition of the Trusts. Part B contains general
information about the Trusts. Part A and Part B must be
distributed together. Read and retain this Prospectus for
future reference.

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

The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.

PROSPECTUS DATED OCTOBER , 2000
<PAGE>

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE. The Broader Market Trust Series I (the "Broader Market
Trust"), the Industrial Trust Series VII (the "Industrial Trust") and the
Technology Trust Series VII (the "Technology Trust") each seek to maximize
total return through capital appreciation. There is no guarantee that the
investment objectives of the Trusts will be achieved.

STRATEGY OF PORTFOLIO SELECTION.

The Broader Market Trust. The Broader Market Trust seeks to achieve its
investment objective by creating a portfolio of the 25 best performing non-
technology stocks on the New York Stock Exchange ("NYSE")*, as measured by
price appreciation, during the twelve-month period ending September 30, 2000.
Price appreciation is measured by the percentage change in market value of each
stock from September 30, 1999 through September 30, 2000. Technology stocks,
which are not included in the portfolio, are identified as those companies that
derive a majority of their revenue from the technology industry, using data
from Standard & Poor's Institutional Market Services, Englewood, Colorado. The
strategy involves a 4-step selection process:

Step 1: Calculate the price appreciation for each company within the NYSE
over the 12-month period ending September 30, 2000.

Step 2: Eliminate technology stocks and non-ordinary common shares
(including preferred securities, rights and warrants) and foreign
issues (except American Depository Receipts).

Step 3: Of the remaining companies, select the twenty-five (25) companies
having the greatest price appreciation (the "Top Twenty-Five").

Step 4: Of the Top Twenty-Five, weigh the 25 stocks equally.

The Industrial Trust. The Industrial Trust seeks to achieve its investment
objective by investing in a fixed portfolio of the 25 best performing stocks on
the S&P 500 Index*, as measured by price appreciation, during the twelve-month
period ending September 30, 2000. Price appreciation is measured by the
percentage change in market value of each stock from September 30, 1999 through
September 30, 2000. This strategy involves a 4-step selection process:

Step 1: Calculate the price appreciation for each company listed on the S&P
500 Index over the 12-month period ending September 30, 2000.

Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).

Step 3: Of the remaining companies, select the 25 stocks which have the
greatest price appreciation.

Step 4: Of the 25 stocks selected for the Trust, weigh the stocks equally.

The Technology Trust. The Technology Trust seeks to achieve its investment
objective by investing in a fixed portfolio of stocks, comprised primarily of
technology companies which had both high trading volume and price appreciation,
during the twelve-month period ending September 30, 2000. Trading volume is
--------
* The New York Stock Exchange (NYSE), the Standard & Poor's 500 Index (S&P)
and the National Association of Securities Dealers Automated Quotations
System (NASDAQ) are not affiliated with the Sponsor and have not
participated in any way in the creation of the Trusts or in the selection
of the stocks included in the Trusts and have not reviewed or approved any
information included in this Prospectus.

A-2
<PAGE>

measured using data from Standard & Poor's Institutional Market Services,
Englewood, Colorado. Price appreciation is measured by the percentage change in
market value of each stock from September 30, 1999 through September 30, 2000.
Technology stocks are identified as those companies that derive the majority of
their revenue from the technology industry, using data from Standard & Poor's
Institutional Market Services, Englewood, Colorado. This strategy also involves
a 4-step selection process:

Step 1: Calculate the number of shares traded daily, for each company
listed on the NASDAQ* and the NYSE, on each day the NASDAQ and the
NYSE were open over the twelve-month period ending September 30,
2000.

Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).

Step 3: Identify: (i) the 12 stocks that had the highest number of shares
traded on the NASDAQ during the twelve-month period ending
September 30, 2000 and from those 12 stocks select the stocks that
had price appreciation of 40% or greater during the same period;
and (ii) the 40 stocks listed on the NYSE which had the highest
number of shares traded during the twelve-month period ending
September 30, 2000 and select the technology stocks which had price
appreciation of 40% or greater during the same period.

Step 4: Of the 12 stocks selected for the Trust, weigh the stocks in the
following manner:

. 13% in each of the first two companies to rank in the top half of
the volume and price categories, first by volume and then by
price;

. 8% in each of the four companies that ranked highest in the
trading volume category and 8% in each of the four companies that
ranked highest in the price appreciation category, excluding any
company that was already selected and received a 12% weighting;
and

. 5% in each of the remaining companies.

The volume of shares traded daily on the NASDAQ (and NYSE) does not include
shares represented by options trading. The inclusion of shares represented by
options may have provided different results and therefore the selection of
stocks for inclusion in the Technology Trust may have differed.

DESCRIPTION OF TRUSTS.

The Broader Market Trust. The Broader Market Trust contains 25 issues of common
stock. % of the issues are represented by the Sponsors' contracts to
purchase. Based upon the principal business of each issuer and current market
values, the following industries are represented in the Trust: The
Trust is concentrated in the industries.

The Industrial Trust. The Industrial Trust contains 25 issues of common stock.
100% of the issues are represented by the Sponsor's contracts to purchase.
of the stocks are listed on the NYSE and of the stocks

A-3
<PAGE>

are listed on the NASDAQ. Based upon the principal business of each issuer and
current market values, the following industries are represented in the Trust:
Biotechnology, %; Cellular-Wireless Telecommunications, %;
Communication--Equipment, %; Computers--Hardware, %; Computers--
Networking, %; Computers--Peripherals, %; Computers--Software/Services,
%; Electronics--Instruments, %; Electronics--Semiconductors, %;
Equipment--Semiconductors, %; Services--Commercial/Consumer, %; and
Services--Computer Systems, %. The Trust is concentrated in the computer
industry.

The Technology Trust. The Technology Trust contains issues of common stock.
% of the issues are represented by the Sponsors' contracts to purchase.
of the stocks are listed on the NASDAQ and the remaining are listed on the
NYSE. Based upon the principal business of each issuer and current market
values, the following industries are represented in the Trust: Communications
Equipment, %; Computers--Hardware, %; Computers--Networking, %;
Computers--Peripherals, %; Computers--Software/Services, %;
Electronics--Semiconductors, %; and Equipment--Semiconductor, %. The
Trust is concentrated in the computer technology industry.

A Trust is considered to be "concentrated" in a particular category or industry
when the securities in that category or that industry constitute 25% or more of
the total assets of the portfolio.

RISK CONSIDERATIONS. Unitholders can lose money by investing in the Trusts. The
value of the Units and the Securities in the Trusts can each decline in value.
An investment in Units of the Trusts should be made with an understanding of
the following risks:

Risk Factors Common to Each Trust:

. An investment in common stocks includes the risk that the financial
condition of the issuers of the Securities may become impaired or that
the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus
in the value of the Units).

. Since the portfolios of the Trusts are fixed and "not managed," in
general, the Sponsor can sell Securities only at the Trusts' termination
or in order to meet redemptions. As a result, the price at which each
Security is sold may not be the highest price it attained during the life
of the Trusts.

. When cash or a letter of credit is deposited with instructions to
purchase securities in order to create additional Units, an increase in
the price of a particular security between the time of deposit and the
time that securities are purchased will cause the Units to be comprised
of less of that security and more of the remaining securities. In
addition, brokerage fees incurred in purchasing the Securities will be an
expense of the Trusts.

. Securities price fluctuations during the period from the time of deposit
to the time the Securities are purchased, and payment of brokerage fees,
will affect the value of each Unit and the income per Unit received by
the Trusts.

. There is no assurance that any dividends will be declared or paid in the
future on the Securities.

. Investors should also consider the greater risk of a Trust's
concentration, in a particular industry or in a single stock, and the
effect on their investment versus a more diversified portfolio. Investors
should compare returns available in less concentrated portfolios before
making an investment decision.

A-4
<PAGE>

Risk Factors to Industrial and Technology Trusts:

. Some of the Securities are currently listed on the NASDAQ stock market.
The existence of a liquid trading market for certain Securities may
depend on whether dealers will make a market in such Securities. There
can be no assurance that a market will be made for any of the Securities,
that any market for the Securities will be maintained or that any such
market will be or remain liquid. The price at which the Securities may be
sold and the value of the Trusts will be adversely affected if trading
markets for the securities are limited or absent.

. The Industrial and Technology Trusts are concentrated in stocks which
derive a substantial portion of their income from the computer and
computer technology industries. Investors should be familiar with the
risks associated with these industries which may include the volatile
price of computer and technology stocks, greater government regulations
and products that may become obsolete.

PUBLIC OFFERING PRICE. The Initial Public Offering Price per 100 units of each
of the Trusts is calculated by:

. dividing the aggregate value of the underlying securities and cash held
in the Trust (representing the estimated organizational costs) by the
number of units outstanding;

. adding a sales charge of 4.495% (4.707% of the net amount invested) for
the Trust; and

. multiplying the result by 100.

In addition, during the initial offering period, the Public Offering Price per
100 units will include an amount sufficient to reimburse the Sponsor for the
payment of all or a portion of the estimated organizational costs of the
Trusts. The price of a single unit, or any multiple thereof, is calculated by
dividing the Public Offering Price per 100 units by 100 and multiplying by the
number of units. The Public Offering Price per Unit will vary on a daily basis
in accordance with fluctuations in the aggregate value of the underlying
Securities and each investor's purchase price will be computed as of the date
the Units are purchased. Orders involving at least 25,000 Units will be
entitled to a volume discount from the Public Offering Price.

MINIMUM PURCHASE. 100 Units for individuals and 25 Units for custodial accounts
and certain tax deferred retirement plans.

DISTRIBUTIONS. Each Trust will distribute any dividends received, less
expenses, semi-annually. The Trusts do not expect to distribute dividends,
however, in the event any dividend distributions are made, the first dividend
distribution will be made on December 31, 2000 to all Unitholders of record on
December 15, 2000 and thereafter distributions will be made on the last
business day of every June and December. The final distribution will be made
within a reasonable period of time after each Trust terminates.

MARKET FOR UNITS. Unitholders may sell their Units to the Sponsor or the
Trustee at any time, without fee or penalty. The Sponsor intends to repurchase
Units from Unitholders throughout the life of the Trusts at prices based upon
the market value of the underlying Securities. However, the Sponsor is not
obligated to maintain a market and may stop doing so without prior notice for
any business reason. If a market is not maintained, a Unitholder will be able
to redeem his Units with the Trustee at the same price. The existence of a
liquid trading market for the Securities in each of the Trusts may depend on
whether dealers will make a market in these Securities. There can be no
assurance of the making or the maintenance of a market for any of

A-5
<PAGE>

the Securities contained in the portfolio of the Trusts or of the liquidity of
the Securities in any markets made. The price at which the Securities may be
sold to meet redemptions and the value of the Units will be adversely affected
if trading markets for the Securities are limited or absent.

AUTOMATIC REDEMPTION. Any transfer of Units by Unitholders from their
McLaughlin, Piven, Vogel brokerage account will result in the automatic
redemption of those Units. Unitholders, excluding tax sheltered retirement
accounts, will generally incur a taxable gain or loss upon an involuntary
redemption. See "Tax Status" in Part B.

TERMINATION. Each Trust will terminate in approximately fifteen months. During
the Liquidation Period, Securities will be sold in connection with the
termination of each Trust. All Securities will be sold or distributed by the
Mandatory Termination Date. The Sponsor does not anticipate that the
Liquidation Period will be longer than seven days, and it could be as short as
one day, depending on the liquidity of the Securities being sold. Unitholders
may elect one of the following three options in receiving their terminating
distributions:

. receive their distribution in-kind, if they own at least 2,500 Units;

. receive cash upon the liquidation of their pro rata share of the
Securities; or

. reinvest in a subsequent series of The Pinnacle Family of Trusts
(formerly known as the McLaughlin, Piven, Vogel Family of Trusts) (if one
is offered), at a reduced sales charge.

ROLLOVER OPTION. Unitholders may elect to rollover their terminating
distributions into the next available series of The Pinnacle Family of Trusts,
at a reduced sales charge. Rollover Unitholders must make this election on or
prior to the Rollover Notification Date. When Unitholders make this election,
their Units will be redeemed and the proceeds will be reinvested in units of
the next available series of The Pinnacle Family of Trusts. An election to
rollover terminating distributions will generally be a taxable event. See
"Administration of the Trusts--Trust Termination" in Part B for details to make
this election.

REINVESTMENT PLAN. Unitholders may elect to automatically reinvest any
distributions they may receive (except the final distribution made at
termination) into additional Units of the Trusts without a sales charge. See
"Reinvestment Plan" in Part B for details on how to enroll in the Reinvestment
Plan.

UNDERWRITING. McLaughlin, Piven, Vogel Securities, Inc., with principal offices
at 30 Wall Street, New York, New York 10005, will act as Underwriter for all of
the Units of The Pinnacle Family of Trusts, Broader Market Trust Series I,
Industrial Trust Series VII and Technology Trust Series VII.

A-6
<PAGE>

FEE TABLE

--------------------------------------------------------------------------------
This Fee Table is intended to help you understand the costs and expenses you
will bear directly or indirectly. See "Public Sale of Units" and "Trust
Expenses and Charges" in Part B. Although the Trusts each have a term of only
approximately fifteen months and are unit investment trusts rather than mutual
funds, this information is presented to permit a comparison of fees, assuming
the principal amount and distributions are rolled over each year into a new
series subject only to a sales charge and trust expenses.

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

Unitholder Transaction Expenses
(Fees paid directly from your investment)

<TABLE>
<CAPTION>
Broader Market Trust Industrial Trust Technology Trust
--------------------- --------------------- ---------------------
Amount Amount Amount
As a % Per As a % Per As a % Per
of Initial 100 of Initial 100 of Initial 100
Offering Price Units Offering Price Units Offering Price Units
-------------- ------ -------------- ------ -------------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge Imposed
on Purchase................ 4.495% $44.95 4.495% $44.95 4.495% $44.95
Estimated Organizational
Expenses................... % $ % $ % $
Maximum Annual Maintenance
Fee for a McLaughlin,
Piven, Vogel Brokerage
Account.................... $69.50
</TABLE>

Estimated Annual Fund Operating Expenses
(Expenses that are deducted from Trust assets)

<TABLE>
<CAPTION>
Broader Market Trust Industrial Trust Technology Trust
--------------------------- --------------------------- ----------------------
Amount Amount Amount
As a % Per As a % Per As a % Per
of Initial 100 of Initial 100 of Initial 100
Net Assets Units Net Assets Units Net Assets Units
---------- ------ ---------- ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Trustee's Fee............. % $ .90 % $ .90 % $ .90
Other Operating Expenses.. % $ % $ % $
Portfolio Supervision,
Bookkeeping and
Administrative Fees..... % $.25 % $.25 % $.25
---- ----- ---- ----- ---- -----
Total..................... % $ % $ % $
==== ===== ==== ===== ==== =====
</TABLE>

Example

This Example is intended to help you compare the cost of investing in the
Trusts with the cost of investing in other unit trusts. You would pay the
following expenses on a $10,000 investment in each Trust assuming estimated
operating expense ratio of % for the Broader Market Trust, % for the
Industrial Trust and % for the Technology Trust, and a 5% return on the
investment throughout the period. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 year 3 years
------ -------
<S> <C> <C>
Broader Market Trust............................................. $ $
Industrial Trust................................................. $ $
Technology Trust................................................. $ $
</TABLE>

The Example assumes reinvestment of all dividends and distributions and
utilizes a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. The Example should not be
considered a representation of past or future expenses or an annual rate of
return.

The Annual Maintenance Fee is applicable to your entire brokerage account
regardless of account size or diversity of holdings and is not related solely
to the purchase of Units. Such account may entitle Unitholders to a commission
discount for equity trades. Contact your account representative for additional
information and see "Public Sale of Units" in Part B.

A-7
<PAGE>

THE PINNACLE FAMILY OF TRUSTS
BROADER MARKET TRUST SERIES I
SUMMARY OF ESSENTIAL INFORMATION
As of , 2000, the business day prior to the Initial Date of Deposit

<TABLE>
<S> <C>
Initial Date of Deposit of Secu-
rities in the Trust: ,
2000
Aggregate Value of Securities: $
Number of Units:
Fractional Undivided Interest in
Trust: 1/
Public Offering Price per 100
Units:
Aggregate Value of Securities
in Trust...................... $
Divided By Units (times
100).......................... $
Plus Estimated Organization
Costs*........................ $
Plus Sales Charge of 4.495% of
Public Offering Price......... $
Public Offering Price+......... $1,000.00
Sponsor's Repurchase Price And
Redemption Price per 100
Units++:....................... $
Minimum Income or Principal
Distribution per 100 Units:.... $ 1.00
</TABLE>
Liquidation Period: A 40 day period beginning on the first business day
following the Termination Date.
Termination Date: , 2001 or the disposition of the last Security in
the Trust.
Mandatory Termination Date: The last day of the Liquidation Period.
Rollover Notification Date**: , 2001 or another date as determined by
the Sponsors.

Evaluation Time: 4:00 p.m. New York Time.

Minimum Value of Trust: The Trust may be terminated if the value of the Trust
is less than 40% of the aggregate value of the Securities at the completion of
the initial offering period.

Cusip Numbers: Cash: Reinvestment:

Trustee: The Bank of New York

Trustee's Fee per 100 Units: $.90

Other Fees and Expenses per 100 Units: $

Sponsor: ING Funds Distributor, Inc.

Portfolio Supervisor: ING Mutual Funds Management Co. LLC

Portfolio Supervisory, Bookkeeping and Administrative Fee per 100 Units:
Maximum of $.25 (see "Trust Expenses and Charges" in Part B).

Expected Settlement Date of Securities in the Trust: , 2000

Record Dates: December 15 and June 15

Distribution Dates: December 31 and June 30

--------
* Investors will reimburse the Sponsor for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the Trust indenture
and other closing documents, registering units with the SEC and the states
and the initial audit of the Trust portfolio. The estimated organization
costs will be paid to the Sponsor from the assets of the Trust as of the
close of the initial offering period. To the extent that actual
organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of the Trust. To the
extent that actual organization costs are greater than the estimated
amount, only the estimated organization costs included in the Public
Offering Price will be reimbursed to the Sponsor.
** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of The Pinnacle Family of
Trusts, if offered.
+ On the Initial Date of Deposit, the only cash in the Income or Principal
Accounts will represent the estimated organization costs. Anyone purchasing
Units after such date will pay a Public Offering Price which includes a pro
rata share of any cash in such Accounts.
++ A Unitholder redeeming 2,500 Units or more may request redemptions be made
in-kind. The Trustee will distribute securities to the Unitholder's
McLaughlin, Piven, Vogel broker-dealer account at The Depository Trust
Company in book-entry form. As of the close of the initial offering period,
the Sponsor's Repurchase Price and Redemption Price for the Trust will be
reduced to reflect its estimated organization cost.

A-8
<PAGE>

THE PINNACLE FAMILY OF TRUSTS
INDUSTRIAL TRUST SERIES VII
SUMMARY OF ESSENTIAL INFORMATION
As of , 2000, the business day prior to the Initial Date of Deposit

Initial Date of Deposit of Securities inthe Trust: , 2000
<TABLE>
<S> <C>
Aggregate Value of Securities: $
Number of Units:
Fractional Undivided Interest in
Trust: 1/
Public Offering Price per 100
Units:
Aggregate Value of Securities
in Trust...................... $
Divided By Units (times
100).......................... $
Plus Estimated Organization
Costs*........................ $
Plus Sales Charge of 4.495% of
Public Offering Price......... $
Public Offering Price+......... $1,000.00
Sponsor's Repurchase Price And
Redemption Price per 100
Units++: $
Minimum Income or Principal
Distribution per 100 Units: $ 1.00
</TABLE>
Liquidation Period: A 40 day period beginning on the first business day
following the Termination Date.
Termination Date: , 2001 or the disposition of the last Security in the
Trust.
Mandatory Termination Date: The last day of the Liquidation Period.
Rollover Notification Date**: , 2001 or another date as determined by the
Sponsor.

Evaluation Time: 4:00 p.m. New York Time.

Minimum Value of Trust: The Trust may be terminated if the value of the Trust
is less than 40% of the aggregate value of the Securities at the completion of
the initial offering period.

Cusip Numbers: Cash: Reinvestment:

Trustee: The Bank of New York

Trustee's Fee per 100 Units: $.90

Other Fees and Expenses per 100 Units: $.

Sponsor: ING Funds Distributor, Inc.

Portfolio Supervisor: ING Mutual Funds Management Co. LLC

Portfolio Supervisory, Bookkeeping and Administrative Fee per 100 Units:
Maximum of $.25 (see "Trust Expenses and Charges" in Part B).

Expected Settlement Date of Securities in the Trust: , 2000

Record Dates: December 15 and June 15

Distribution Dates: December 31 and June 30

A-9
<PAGE>

THE PINNACLE FAMILY OF TRUSTS
TECHNOLOGY TRUST SERIES VII
SUMMARY OF ESSENTIAL INFORMATION
As of , 2000, the business day prior to the Initial Date of Deposit

<TABLE>
<S> <C>
Initial Date of Deposit of Secu-
rities in the Trust: ,
2000 Aggregate Value of Securi-
ties: $

Number of Units:

Fractional Undivided Interest
in Trust:...................... 1/

Public Offering Price per 100
Units:

Aggregate Value of Securities
in Trust...................... $

Divided By Units (times
100).......................... $

Plus Estimated Organization
Costs*........................ $

Plus Sales Charge of 4.495%
of Public Offering Price...... $

Public Offering Price+......... $1,000.00

Sponsor's Repurchase Price And
Redemption Price per 100
Units++: $

Minimum Income or Principal
Distribution per 100 Units: $ 1.00

Liquidation Period: A 40 day period begin-
ning on the first business day following
the Termination Date.

Termination Date: , 2001 or the
disposition of the last Security in the
Trust.

Mandatory Termination Date: The last day
of the Liquidation Period.
</TABLE>

Rollover Notification Date**: , 2001 or another date as determined by the
Sponsor.

Evaluation Time: 4:00 p.m. New York Time Minimum Value of Trust: The Trust may
be terminated if the value of the Trust is less than 40% of the aggregate
value of the Securities at the completion of the initial offering period.

Cusip Numbers: Cash:
Reinvestment:

Trustee: The Bank of New York

Trustee's Fee per 100 Units: $.90

Other Fees and Expenses per 100 Units: $.

Sponsor: ING Funds Distributor, Inc.

Portfolio Supervisor: ING Mutual Funds Management Co. LLC

Portfolio Supervisory, Bookkeeping and Administrative Fee per 100 Units:
Maximum of $.25 (see "Trust Expenses and Charges" in Part B).

Expected Settlement Date of Securities in the Trust: , 2000

Record Dates: December 15 and June 15

Distribution Dates: December 31 and June 30

--------
* Investors will reimburse the Sponsor for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the Trust indenture
and other closing documents, registering units with the SEC and the states
and the initial audit of the Trust portfolio. The estimated organization
costs will be paid to the Sponsor from the assets of the Trust as of the
close of the initial offering period. To the extent that actual organization
costs are less than the estimated amount, only the actual organization costs
will be deducted from the assets of the Trust. To the extent that actual
organization costs are greater than the estimated amount, only the estimated
organization costs included in the Public Offering Price will be reimbursed
to the Sponsor.
** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of The Pinnacle Family of
Trusts, if offered.
+ On the Initial Date of Deposit, the only cash in the Income or Principal
Accounts will represent the estimated organization costs. Anyone purchasing
Units after such date will pay a Public Offering Price which includes a pro
rata share of any cash in such Accounts.
++ A Unitholder redeeming 2,500 Units or more may request redemptions be made
in-kind. The Trustee will distribute securities to the Unitholder's
McLaughlin, Piven, Vogel broker-dealer account at The Depository Trust
Company in book-entry form. As of the close of the initial offering period,
the Sponsor's Repurchase Price and Redemption Price for the Trust will be
reduced to reflect its estimated organization cost.

A-10
<PAGE>

THE PINNACLE FAMILY OF TRUSTS

BROADER MARKET TRUST SERIES I
INDUSTRIAL TRUST SERIES VII
TECHNOLOGY TRUST SERIES VII

STATEMENTS OF FINANCIAL CONDITION, AS OF , 2000

ASSETS
<TABLE>
<CAPTION>
Broader
Market Industrial Technology
Trust Trust Trust
------- ---------- ----------
<S> <C> <C> <C>
Investment in Securities--Sponsor's Contracts to
Purchase Underlying Securities Backed by Letter
of Credit (cost for Broader Market Trust:
$ ; cost for Industrial Trust: $ ;
cost for Technology Trust: $ ) (Note 1)... $ $ $
Cash.............................................
------- ------- -------
Total............................................ $ $ $
======= ======= =======

LIABILITIES AND INTEREST OF UNITHOLDERS

Reimbursement to Sponsor for Organization Costs
(Note 2)........................................ $ $ $
Interest of Unitholders--Units of Fractional
Undivided Interest Outstanding (Broader Market
Trust: Units; Industrial Trust:
Units; Technology Trust: Units)..........
------- ------- -------
Total............................................ $ $ $
======= ======= =======
Net Asset Value per Unit......................... $ $ $
======= ======= =======
</TABLE>
--------
Notes to Statements of Financial Condition:

The preparation of financial statements in accordance with generally accepted
accounting principles requires Trust management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results
can differ from those estimates.

(1) The Pinnacle Family of Trusts, Broader Market Trust Series I, Industrial
Trust Series VII and Technology Trust Series VII (the "Trusts") are unit
investment trusts created under the laws of the State of New York and
registered under the Investment Company Act of 1940. The objective of the
Broader Market, Industrial and Technology Trusts, sponsored by ING Funds
Distributor, Inc., the Sponsor, is to maximize total return through capital
appreciation. An irrevocable letter of credit issued by The Bank of New York in
an amount of $ has been deposited with the Trustee for the benefit of
the Trusts to cover the purchases of such Securities. Aggregate cost to the
Trusts of the Securities listed in the portfolios is determined by the Trustee
on the basis set forth under "Public Sale of Units--Public Offering Price" as
of 4:00 p.m. on , 2000. Each Trust will terminate on , 2001 or
earlier under certain circumstances as further described in the Prospectus.

(2) A portion of the Public Offering Price consists of cash in an amount
sufficient to reimburse the Sponsor for the per Unit portion of all or part of
the costs of establishing the Trusts. These costs have been estimated at $
per 100 Units for the Broader Market Trust, $ per 100 Units for the
Industrial Trust and $ per 100 Units for the Technology Trust. A payment
will be made as of the close of the initial public offering period to an
account maintained by the Trustee from which the obligation of the investors to
the Sponsor will be satisfied. To the extent that actual organization costs are
less than the estimated amount, only the actual organization costs will be
deducted from the assets of the Trusts.

A-11
<PAGE>

THE PINNACLE FAMILY OF TRUSTS
BROADER MARKET TRUST SERIES I
PORTFOLIO

AS OF , 2000

<TABLE>
<CAPTION>
Market Value Cost of
of Stocks as Market Securities
Number a Value to
Portfolio of Ticker Percentage of Per the
No. Shares Name of Issuer (1) Symbol the Trust (2) Share Trust (3)
--------- ------ ------------------------------ ------ ------------- ------- ----------
<C> <C> <S> <C> <C> <C> <C>
1 % $ $
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
------ ------
Total Investment in Securities 100.00% $
====== ======
</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Contracts to purchase the Securities were entered into on , 2000. All
such contracts are expected to be settled on or about the First Settlement
Date of the Trust which is expected to be , 2000.
(2) Based on the cost of the Securities to the Trust.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date of
Deposit. The Sponsor's Purchase Price is $ . The Sponsor's Loss on
the Initial Date of Deposit is $ .
* Stocks which have not paid out any dividends during the twelve months
preceding the Initial Date of Deposit.

A-12
<PAGE>

THE PINNACLE FAMILY OF TRUSTS
INDUSTRIAL TRUST SERIES VII

PORTFOLIO

AS OF , 2000

<TABLE>
<CAPTION>
Market Value
of Stocks as Market Cost of
Number a percentage Value Securities
Portfolio of Ticker of the Per to the
No. Shares Name of Issuer (1) Symbol Trust (2) Share Trust (3)
--------- ------ ------------------------------ ------ ------------ ------- ----------
<C> <C> <S> <C> <C> <C> <C>
1 % $ $
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
------ -------
Total Investment in Securities 100.00% $
====== =======
</TABLE>

FOOTNOTES TO PORTFOLIO

A-13
<PAGE>

THE PINNACLE FAMILY OF TRUSTS
TECHNOLOGY TRUST SERIES VII

PORTFOLIO

AS OF , 2000

<TABLE>
<CAPTION>
Market Value
of Stocks as Market Cost of
Portfolio Number a Percentage Value Securities
No. of Ticker of the Trust Per to the
Shares Shares Name of Issuer (1) Symbol (2) Share Trust (3)
--------- ------ ------------------- ------ ------------ ------- ----------
<C> <C> <S> <C> <C> <C> <C>
1 % $ $
2
3
4
5
6
7
8
9
10
11
12
------ -------
Total Investment in
Securities 100.00% $
====== =======
</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Contracts to purchase the Securities were entered into on , 2000. All
such contracts are expected to be settled on or about the First Settlement
Date of the Trust which is expected to be , 2000.
(2) Based on the cost of the Securities to the Trust.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date of
Deposit. The Sponsors' Purchase Price is $ . The Sponsor's Loss on the
Initial Date of Deposit is $ .
* Stocks which have not paid out any dividends during the twelve months
preceding the Initial Date of Deposit.

A-14
<PAGE>

REPORT OF INDEPENDENT AUDITORS

THE UNITHOLDERS, SPONSOR AND TRUSTEE
THE PINNACLE FAMILY OF TRUSTS,
BROADER MARKET TRUST SERIES I
INDUSTRIAL TRUST SERIES VII
TECHNOLOGY TRUST SERIES VII

We have audited the accompanying Statements of Financial Condition of the
Broader Market Trust Series I, Industrial Trust Series VII and Technology Trust
Series VII (three of the trusts constituting The Pinnacle Family of Trusts)
including the Portfolios, as of , 2000. These financial statements are
the responsibility of the Trusts' management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation with The Bank of New York,
Trustee, of an irrevocable letter of credit deposited for the purchase of
securities, as shown in the financial statements as of , 2000. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Broader Market Trust
Series I, Industrial Trust Series VII and Technology Trust Series VII, at
, 2000, are in conformity with accounting principles generally accepted in
the United States.

ERNST & YOUNG LLP

New York, New York
, 2000

A-15
<PAGE>

THE PINNACLE FAMILY OF TRUSTS

BROADER MARKET TRUST SERIES I

A diversified investment for investors seeking opportunities in the stock
market beyond technology

While many would have you believe that technology is the only acceptable
investment sector in the new millennium, the truth is, smart investors can
capture opportunities in virtually all market sectors. The key is to cover your
bases by maintaining a portfolio that's balanced among a variety of industries,
investments and asset classes.

The Broader Market Trust was created specifically for investors who see the
opportunity that lies beyond the technology sector and who also understand the
value of diversification.

A Return to Investment Basics

Today, when we're used to hearing about the "high flying" technology stocks
that burst onto the scene in the late "90s, it's easy to get caught up in the
promises of "spectacular" returns. But with increased market volatility, it may
now be a good time to return to investment basics--diversification among
various sectors of the broader stock market. The market can change rapidly, and
while no investment is immune to dramatic market swings, keeping your
investment portfolio diversified can help you lower your risk, without giving
up return potential.

Diversification: Never put all your eggs in one basket

That's the idea behind the principle of diversification. The key to limiting
losses is to spread risk among a number of variables. Skillful investors spread
their assets among different types of different companies and industries.
Because various investments have their own performance cycles, a downturn in
one investment can frequently be cushioned by an upswing or stability in
another. Thus, by owning a variety of investments, you may protect yourself
from a possible volatile market in any one sector.

The Broader Market Trust is diversified among a variety of time-tested
industries.

Capital Goods
Consumer Staples Financials

Healthcare
Consumer Cyclicals Basic Materials

Energy
Communications Services Utilities

A portfolio without technology?

Even though it's possible to exclude technology companies from an investment
portfolio, it's virtually impossible to avoid the lasting effects that
technology is having on our society. That's because new technology is totally
restructuring our economy.

i
<PAGE>

Thanks to efficiency enhancing technology, companies across the country are
now able to bring new products and services to the marketplace faster than ever
before. Each time a company can partake in the development and marketing of a
successful new product it generally increases its earnings and its value.
That's why we believe today's high-tech world offers potential for growth in a
wider variety of stocks. The message is clear. The long-term winners are most
likely to be companies that can successfully integrate new technology into
their existing business models.

Pinnacle Family of Trusts, The Broader Market Trust

The Broader Market Trust is a unique opportunity for individuals who may
already have a technology portfolio, or who just want to take advantage of a
diversified portfolio of stocks that eliminates companies within the technology
sector. The Trust is a unit investment trust that seeks capital appreciation by
investing in a portfolio of 25 top performing, non-tech stocks. That translates
into fast-growing companies in fast-growing markets--companies with actual or
potential leadership positions and innovative, excellent products.

The Strategy

In creating the portfolio, price appreciation is first calculated for each
company listed on the NYSE, excluding those in the technology sector, for a
twelve-month period. The twenty-five companies demonstrating the greatest price
appreciation (a measure of performance) are then identified. Finally, each of
the 25 selected stocks is given equal weight in the Trust's portfolio.

HIGHLIGHTS OF THE BROADER MARKET TRUST SERIES I

Disciplined Investing--The buy-and-hold, fixed portfolio reduces trading
expenses. The savings are passed through to investors. Investors purchasing
units will be charged a sales charge.

Monitored Portfolio--The stocks held in your portfolio are continuously
monitored, and under certain, limited, extraordinary circumstances, can be
removed from the portfolio.

Daily Pricing & Liquidity--You have the flexibility to redeem your units at
the net asset value any day the stock market is open. Keep in mind that the
daily price will fluctuate with the underlying securities, and may be worth
more or less than you originally paid.

Low Minimum Investment--The Trust is able to offer this diversified portfolio
of stocks for an initial investment that's as low as $1,000, or $250 for
qualified retirement plans or custodial accounts.

Compounded Returns--You have the option to take advantage of the power of
compounding by having distributions, if any, automatically reinvested into
additional units of the Trust.

Three Options at Termination--When the Trust terminates, you have three
options, which may be subject to tax liability. You may:

1. Receive your distribution in cash,

2. Reinvest your proceeds into a new trust (if available) at a reduced
sales charge, or

3. Receive the shares of the underlying stocks (minimums apply).

ii
<PAGE>

Risk Considerations:

An investment in Units of the Trust should be made with an understanding of
the risks associated with an investment in common stocks which include the
risks that the financial condition of the issuer may become impaired or that
the general condition of the stock market may worsen, and the value of the
equity securities in the Trust's portfolio (and, therefore, the value of the
Units) may decline. In addition, the amount realized upon the sale of a
security at termination might not be the highest price attained by an
individual security during the life of the Trust.

INDUSTRIAL TRUST SERIES VII

A Core Growth Portfolio

Everyday, investors pour money into the stock market to reach a variety of
individual goals: to fund retirement, a college education, a new home or even a
dream vacation. But when it comes to your goals, it is important that you have
a carefully planned strategy in place--one that aims to make the most of
opportunities in today's leading businesses. A core holding in some of the
foremost largely capitalized companies in the United States may be a good place
to begin constructing a portfolio to help you achieve your own unique financial
objectives.

The Industrial Trust Series VII is a unit investment trust for individuals
who want the opportunity to earn capital appreciation from a portfolio of the
twenty-five top performing stocks in the S&P 500 Index.* In particular, these
stocks have been noted for their rate of price appreciation for the twelve-
month period that ended September 30, 2000.

The Grand Advantage

In today's volatile markets, larger, more established companies may add
stability to your portfolio. Domestic companies with solid track records may
weather global volatility better than their smaller counterparts. And while
past performance does not guarantee future results, large-cap stocks have a
history of significant appreciation that makes them competitive with riskier
small and mid-cap stocks.

The S&P 500--A Measure of Performance

When it comes to measuring the movements of the U.S. stock market, one of the
most widely used tools is the Standard & Poor's 500 Composite Stock Price
Index--The S&P 500. In fact, approximately 97% of U.S. money managers and
pension plan sponsors use the index as their benchmark for performance.** The
Index focuses on the stocks of large-capitalization, U.S. companies in leading
industries, including the transportation, industrial, financial and utility
sectors.
--------
* The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is the
property of Standard & Poor's. The company is not affiliated with the
Sponsor of the Trust and has not participated in any way in the creation of
the Trust or the portfolio and has not approved any information included
herein.
** Source: Standard & Poor's, a division of the McGraw-Hill Companies.

iii
<PAGE>

The 500 stocks in the index are chosen by Standard & Poor's based on how well
they represent their industry, how liquid each individual stock is, and how
stable the company has proven to be over time. While the S&P 500 may not
comprise the 500 largest companies in the stock market, it is an index designed
to capture the returns of many different sectors of the U.S. economy.

HIGHLIGHTS OF THE INDUSTRIAL TRUST SERIES VII

Disciplined Investing--The buy-and-hold, fixed portfolio reduces trading
expenses. The savings are passed through to investors. Investors purchasing
units will be charged a sales charge.

Monitored Portfolio--The stocks held in your portfolio are continuously
monitored, and under certain, limited, extraordinary circumstances, can be
removed from the portfolio.

Low Minimum Investment--The Trust is able to offer the twenty-five top
performing stocks in the S&P 500 Index, as measured by price appreciation, for
the twelve-month period that ended September 30, 2000 for an initial investment
that's as low as $1,000 or $250 for qualified retirement plans or custodial
accounts.

Compounded Returns--You have the option to take advantage of the power of
compounding by having distributions, if any, automatically reinvested into
additional units of the Trust.

Three Options at Termination--The portfolio is held for approximately 15
months and then liquidated. When the Trust terminates you have three options,
which may be subject to tax liability. You may:

1. Receive your distribution in cash,
2. Reinvest your proceeds into a new trust (if available) at a reduced
sales charge, or
3. Receive the shares of the underlying stocks (minimums apply).

Risk Considerations:

An investment in Units of the Trust should be made with an understanding of
the risks associated with an investment in common stocks, which include the
risks that the financial condition of the issuer may become impaired or that
the general condition of the stock market may worsen, and the value of the
equity securities in the Trust's portfolio (and, therefore, the value of the
Units) may decline. In addition, the amount realized upon the sale of a
security at termination might not be the highest price attained by an
individual security during the life of the Trust.

TECHNOLOGY TRUST SERIES VII
Capitalizing on Today's Premier Growth Sector

The Technology Trust Series VII is a unique opportunity for individuals who
want to invest in one of today's premier growth sectors. The Technology Trust
Series VII is a unit investment trust that seeks capital

iv
<PAGE>

appreciation by investing in a portfolio of many of the leading technology
companies that currently trade on the NASDAQ and NYSE*. And, what makes the
Trust distinct is it invests primarily in dominant technology companies that
have already demonstrated that they're helping to fuel the modern economy.

The Technology Trust Series VII offers high return potential by investing
mainly in a portfolio of the fastest growing technology stocks that trade on
the NASDAQ and NYSE. The Trust, which is a fixed portfolio of stocks, is
selected by focusing on the most actively traded companies listed on the two
exchanges. From this universe of stocks, the companies with a 40% or more price
appreciation are chosen for the Trust. The selection of the portfolio is based
on data compiled over the 12-month period ending September 30, 2000.

Why a Technology Portfolio?

Technology is an industry that helped shape not only the last few years, but
will also help shape the new millennium. It is providing innovative solutions
that help businesses improve everything from customer service to production,
which ultimately enhances the bottom line. However, technology isn't just part
of the business world. In our personal lives we encounter new technology every
day. Email, cellular phones, the Internet, and the infinite uses for
microprocessors have changed the way we relax, and even keep in touch with one
another.

Such potential is why many experts agree that despite periods of short-term
volatility, technology may be a core long-term growth sector that can benefit
most portfolios. An investment designed to tap into the power of this
burgeoning area provides the potential for superior capital appreciation.

HIGHLIGHTS OF THE TECHNOLOGY TRUST SERIES VII

Disciplined Investing--The buy-and-hold, fixed portfolio reduces trading
expenses. The savings are passed through to investors. Investors purchasing
units will be charged a sales charge.

Monitored Portfolio--The stocks held in your portfolio are continuously
monitored, and under certain, limited, extraordinary circumstances, can be
removed from the portfolio.

Low Minimum Investment--The Trust is able to offer this portfolio comprised
primarily of technology stocks for an initial investment that's as low as
$1,000 or $250 for qualified retirement plans or custodial accounts.
--------
* The National Association of Securities Dealers Automated Quotations System
(NASDAQ) and the New York Stock Exchange (NYSE) are not affiliated with the
Sponsor and have not participated in any way in the creation of the Trust or
in the selection of the stocks included in the Trust and have not reviewed or
approved any information in this brochure. The Sponsor has not independently
verified this information.

v
<PAGE>

Compounded Returns--You have the option to take advantage of the power of
compounding by having distributions, if any, automatically reinvested into
additional units of the Trust.

Three Options at Termination--The portfolio is held for approximately 15
months and then liquidated. When the Trust terminates, you have three options,
which may be subject to tax liability. You may:

1. Receive your distribution in cash,
2. Reinvest your proceeds into a new trust (if available) at a reduced
sales charge, or
3. Receive the shares of the underlying stocks (minimums apply).

Risk Considerations:

An investment in Units of the Trust should be made with an understanding of
the risks associated with an investment in common stocks, which include the
risks that the financial condition of the issuer may become impaired or that
the general condition of the stock market may worsen, and the value of the
equity securities in the Trust's portfolio (and, therefore, the value of the
Units) may decline. Since the Trust may be concentrated in computer technology
stocks, investors should recognize the risks associated with the computer
technology industry, which may include government regulation and obsolete
products. In addition, the amount realized upon the sale of a security at
termination might not be the highest price attained by an individual security
during the life of the Trust.

vi
<PAGE>

THE PINNACLE FAMILY OF TRUSTS

BROADER MARKET TRUST SERIES I
(the "Broader Market Trust")

INDUSTRIAL TRUST SERIES VII
(the "Industrial Trust")

TECHNOLOGY TRUST SERIES VII
(the "Technology Trust")

PROSPECTUS--PART B

PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A

THE TRUSTS

ORGANIZATION. Each of the Trusts were created under New York State law
pursuant to an Indenture and Trust Agreement and related Reference Trust
Agreements (collectively, the "Trust Agreements") between ING Funds
Distributor, Inc., as Sponsor, and The Bank of New York, as Trustee.

On the Initial Date of Deposit, (i) the Sponsor deposited with the Trustee
common stock, including contracts for the purchase of certain such securities
(collectively, the "Securities") and cash or an irrevocable letter of credit
issued by a major commercial bank in the amount required for such purchases,
and (ii) the Trustee, in exchange for the Securities, registered on the
registration books of the Trusts the Sponsor's ownership of all Units of the
Trusts. As used herein, the term "Securities" means the common stocks initially
deposited in the Trusts and described in "Portfolio" in Part A and any
additional common stocks acquired and held by the Trusts pursuant to the
provisions of the Indenture.

As of the Initial Date of Deposit, a "Unit" represents a fractional undivided
interest or pro rata share in the Securities and cash of the Trusts as is set
forth in the "Summary of Essential Information." As additional Units are issued
by the Trusts as a result of the deposit of Additional Securities, as described
below, the aggregate value of the Securities in the Trusts will be increased
and the fractional undivided interest in the Trusts represented by each Unit
will be decreased. To the extent that any Units are redeemed by the Trustee,
the fractional undivided interest or pro rata share in such Trusts represented
by each unredeemed Unit will increase, although the actual interest in such
Trusts represented by such fraction will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by Unitholders, which may
include the Sponsor, or until the termination of the Trust Agreement.

The contracts to purchase Securities deposited initially in the Trusts are
expected to settle in three business days, in the ordinary manner for such
Securities. Settlement of the contracts for Securities is thus expected to take
place prior to the settlement of purchase of Units on the Initial Date of
Deposit.

DEPOSIT OF ADDITIONAL SECURITIES. During the 90-day period following the
Initial Date of Deposit (the "Deposit Period"), the Sponsor may deposit (i)
additional Securities in the Trusts that are substantially similar to the
Securities already deposited in the Trusts ("Additional Securities"), (ii)
contracts to

B-1
<PAGE>

purchase Additional Securities or (iii) cash with instructions to purchase
Additional Securities, in order to create additional Units, maintaining to the
extent practicable the original proportionate relationship of the number of
shares of each Security in the Trusts' portfolios on the Initial Date of
Deposit. These additional Units, which will result in an increase in the number
of Units outstanding, will each represent, to the extent practicable, an
undivided interest in the same number and type of securities of identical
issuers as are represented by Units issued on the Initial Date of Deposit.

The proportionate relationship among the Securities in a Trust will be
adjusted to reflect the occurrence of a stock dividend, a stock split or a
similar event which affects the capital structure of the issuer of a Security
in that Trust but which does not affect a Trust's percentage ownership of the
common stock equity of such issuer at the time of such event. It may not be
possible to maintain the exact original proportionate relationship among the
Securities deposited on the Initial Date of Deposit because of, among other
reasons, purchase requirements, changes in prices, or unavailability of
Securities. Deposits of Additional Securities in each of the Trusts subsequent
to the Deposit Period must replicate exactly the existing proportionate
relationship among the number of shares of Securities in a Trust's portfolio.
Substitute Securities may be acquired under specified conditions when
Securities originally deposited in a Trust are unavailable (see "The Trusts--
Substitution of Securities").

INVESTMENT OBJECTIVE. The Broader Market Trust, the Industrial Trust and the
Technology Trust each seek to maximize total return through capital
appreciation. There is no guarantee that this objective will be achieved.

Achievement of the investment objective is dependent upon several factors
including any appreciation or depreciation in value of the Securities, the full
range of economic and market influences affecting corporate profitability, the
financial condition of issuers and the prices of equity securities in general
and the Securities in particular. In addition, because of other factors (i.e.,
Trust sales charges and expenses, unequal weightings of stock, brokerage costs
and any delays in purchasing securities with cash deposited), investors in the
Trusts may not realize as high a total return as the theoretical performance of
the underlying stocks in the Trusts. Since the Sponsor may deposit additional
Securities in connection with the sale of additional Units, the dividend yields
on these Securities may change subsequent to the Initial Date of Deposit.

STRATEGY OF PORTFOLIO SELECTION.

THE BROADER MARKET TRUST. The Broader Market Trust seeks to achieve its
objective by creating a portfolio of the 25 best performing non-technology
stocks on the NYSE, as measured by price appreciation during the twelve-month
period ending September 30, 2000. Price appreciation is measured by the
percentage change in market value of each stock from September 30, 1999 through
September 30, 2000. Technology stock, which are not included in the portfolio,
are identified as those companies that derive a majority of their revenue from
the technology industry, using data from Standard & Poor's Institutional Market
Services, Englewood, Colorado. The strategy involves a 4-step selection
process:

Step 1: Calculate the price appreciation for each company within the the
NYSE over the 12-month period ending September 30, 2000.

Step 2: Eliminate technology stocks and non-ordinary common shares
(including preferred securities, rights and warrants) and foreign
issues (except American Depository Receipts).

Step 3: Of the remaining companies, select the twenty-five (25) companies
having the greatest price appreciation (the "Top Twenty-Five").

B-2
<PAGE>

Step 4: Of the Top Twenty-Five, weigh the 25 stocks equally.

Purchasing a portfolio of these stocks as opposed to one or two stocks can
achieve a more diversified holding. There is only one investment decision
instead of twenty-five. An investment in the Trust can be cost-efficient,
avoiding the odd-lot costs of buying small quantities of securities directly.
The Trust's return will consist of capital appreciation.

The Industrial Trust. The Industrial Trust seeks to achieve its investment
objective by investing in a fixed portfolio of the 25 best performing stocks on
the S&P 500 Index, as measured by price appreciation, during the twelve-month
period ending September 30, 2000. Price appreciation is measured by the
percentage change in market value of each stock from September 30, 1999 through
September 30, 2000. The strategy involves a 4-step selection process:

Step 1: Calculate the price appreciation for each company listed on the S&P
500 Index over the 12-month period ending September 30, 2000.

Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).

Step 3: Of the remaining companies, select the 25 stocks which have the
greatest price appreciation.

Step 4: Of the 25 stocks selected for the Trust, weigh the stocks equally.

The Technology Trust. The Technology Trust seeks to achieve its investment
objective by investing in a fixed portfolio of stocks, comprised primarily of
technology companies which had both high trading volume and price appreciation,
during the twelve-month period ending September 30, 2000. Trading volume is
measured using data from Standard & Poor's Institutional Market Services,
Englewood, Colorado. Price appreciation is measured by the percentage change in
market value of each stock from September 30, 1999 through September 30, 2000.
Technology stocks are identified as those companies that derive the majority of
their revenue from the technology industry, using data from Standard & Poor's
Institutional Market Services, Englewood, Colorado. The strategy also involves
a 4-step selection process:

Step 1: Calculate the number of shares traded daily, for each company
listed on the NASDAQ and the NYSE, on each day the NASDAQ and the
NYSE were open over the twelve-month period ending September 30,
2000.

Step 2: Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).

Step 3: Identity: (i) the 12 stocks that had the highest number of shares
traded on the NASDAQ during the twelve-month period ended September
30, 2000 and from those 12 stocks select the stocks that had price
appreciation of 40% or greater during the same period; and (ii) the
40 stocks listed on the NYSE which had the highest number of shares
traded during the twelve-month period ending September 30, 2000 and
select the technology stocks which had price appreciation of 40% or
greater during the same period.

Step 4: Of the 12 stocks selected for the Trust, weigh the stocks in the
following manner:

. 13 % in each of the first two companies to rank in the top half of
both the volume and price categories, first by volume and then by
price;

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<PAGE>

. 5% in each of the remaining companies.

THE SECURITIES.

S&P 500 Index. The S&P 500 includes a representative example of leading
companies in leading industries. The S&P 500 is used by 97% of U.S. money
managers and pension plan sponsors and the market value of the 500 companies
contained in this index is approximately $12.318 trillion. Stocks in the S&P
500 represent approximately 80% of the market value of all publicly traded
common stock in the United States although the 500 companies represent only 7%
of the publicly traded companies in the United States.

The S&P 500 is widely regarded as the standard for measuring large-cap U.S.
stock market performance and is also a barometer for overall stock market
performance. The S&P 500 focuses on large cap U.S. companies in leading sectors
such as industrial, transportation, financial and utility. Stocks are chosen
for this index based on market size, liquidity and industry group
representation. NYSE companies make up approximately 90% of the S&P 500, NASDAQ
companies account for approximately 10%.

NASDAQ. Trading on the NASDAQ Stock Market began in February 1971. NASDAQ
stands for the National Association of Securities Dealers Automated Quotations
Systems. NASDAQ is an electronic dealer exchange (there is no physical trading
floor) on which dealers trade securities by setting a buy and sell price. On
NASDAQ, trading is executed through a computer and telecommunications network
and trades more shares per day than any other major United States market.
Approximately 5,482 domestic and foreign companies are listed on the NASDAQ.
The NASDAQ Stock Market is the United States' second-largest securities market
after the New York Stock Exchange. NASDAQ's share volume reached over 272.6
billion shares in 1999 and dollar volume reached nearly $11,013.21 billion. In
1999, NASDAQ share volume was greater than that of all other U.S. stock
markets. In addition, in 1999 NASDAQ listed 485 U.S. initial public offerings,
which is four times more than any other U.S. stock market.

The NASDAQ stock market is operated by the NASDAQ Stock Market, Inc., an
independent subsidiary of the National Association of Securities Dealers, Inc.
("NASD"). Companies listed on the NASDAQ are separated into two major
classifications, the NASDAQ SmallCap Market, for small to medium-sized
companies, and the NASDAQ National Market, for larger companies with higher
capitalization. The NASDAQ Stock Market includes companies of every type and
every size, in every stage of development. Although companies listed on NASDAQ
represent a broad spectrum of industries including agriculture, mining,
construction, manufacturing, transportation, retail, banking and insurance,
just to name a few, the greatest industry concentrations of companies listed on
the NASDAQ are in information technology (including computer technology),
telecommunications, pharmaceuticals, biotechnology, finance, banking and
insurance.

The recent acquisition by the NASD of the American Stock Exchange (AMEX), a
floor-based trading system, has not altered or affected the NASDAQ system. Each
market will continue to function as an independent subsidiary.

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<PAGE>

NYSE. The New York Stock Exchange ("NYSE") is the world's largest equity
market. The NYSE is a floor-based, auction market trading system. In 1999,
there were approximately 809.2 million shares traded each day. Approximately
3,025 domestic and foreign companies are listed on the NYSE with over 280.9
billion shares outstanding and total market capitalization of nearly $12.3
trillion.

The NYSE consists of large, mid-sized and smaller companies in all business
sectors. Moreover, virtually every leading industrial, financial and service
corporation is listed on the NYSE. To be considered for listing on the NYSE, a
company must meet specified levels of net earnings, assets, and trading volume,
and its shares must be widely held by investors.

SUBSTITUTION OF SECURITIES. In the event of a failure to deliver any Security
that has been purchased for the Trusts under a contract ("Failed Securities"),
the Sponsor is authorized under each Trust Agreement to direct the Trustee to
acquire other securities ("Substitute Securities") to make up the original
corpus of the Trusts.

The Substitute Securities must be purchased within 20 days after delivery of
the notice of the failed contract. Where the Sponsor purchases Substitute
Securities in order to replace Failed Securities, the purchase price may not
exceed the purchase price of the Failed Securities and the Substitute
Securities must be substantially similar to the Securities originally
contracted for and not delivered.

Whenever a Substitute Security has been acquired for a Trust, the Trustee
shall, within five days thereafter, notify all Unitholders of that Trust of the
acquisition of the Substitute Security and the Trustee shall, on the next
Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trust of the
Failed Security exceeded the cost of the Substitute Security.

In the event no substitution is made, the proceeds of the sale of Securities
will be distributed to Unitholders as set forth under "Rights of Unitholders--
Distributions." In addition, if the right of substitution shall not be utilized
to acquire Substitute Securities in the event of a failed contract, the Sponsor
will cause to be refunded the sales charge attributable to such Failed
Securities to all Unitholders, and distribute the principal and dividends, if
any, attributable to such Failed Securities on the next Distribution Date.

RISK CONSIDERATIONS

COMMON STOCK. An investment in Units should be made with an understanding of
the risks inherent in any investment in common stocks including the risk that
the financial condition of the issuers of the Securities may become impaired or
that the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus in
the value of the Units). Additional risks include those associated with the
right to receive payments from the issuer which is generally inferior to the
rights of creditors of, or holders of, debt obligations or preferred stock
issued by the issuer. Holders of common stocks have a right to receive
dividends only when, if, and in the amounts declared by the issuer's board of
directors and to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stocks usually have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis. Dividends on cumulative preferred
stock must be paid before any dividends are paid on common stock and any
cumulative preferred stock dividend which has been omitted is added to future
dividends payable to the holders of such cumulative preferred stock. Preferred
stocks are also usually entitled to

B-5
<PAGE>

rights on liquidation which are senior to those of common stocks. For these
reasons, preferred stocks generally entail less risk than common stocks.

Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even
preferred stock by an issuer will create prior claims for payment of principal,
interest and dividends which can adversely affect the ability and inclination
of the issuer to declare or pay dividends on its common stock or the economic
interest of holders of common stock with respect to assets of the issuer upon
liquidation or bankruptcy. Further, unlike debt securities which typically have
a stated principal amount payable at maturity (which value will be subject to
market fluctuations prior thereto), common stocks have neither fixed principal
amount nor a maturity and have values which are subject to market fluctuations
for as long as the common stocks remain outstanding. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases in value as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The value of the common stocks
in the Trusts thus may be expected to fluctuate over the life of the Trusts to
values higher or lower than those prevailing on the Initial Date of Deposit.

Unitholders will be unable to dispose of any of the Securities in the Trusts,
and, as such, will not be able to vote the Securities. As the holder of the
Securities, the Trustee will have the right to vote all of the voting stocks in
the Trusts and will vote in accordance with the instructions of the Sponsor.

COMPUTER/COMPUTER TECHNOLOGY INDUSTRIES. The Industrial and Technology Trusts
may be considered to be concentrated in the common stock of companies engaged
in the computer and computer technology industries. As discussed, the value of
the Units of the Trusts may be susceptible to various factors affecting these
industries. Companies in the rapidly changing field of computer and computer
technology face special risks. For example, their products or services may not
prove commercially successful or may become obsolete quickly. As such, the
Trusts may not be an appropriate investment for individuals who are not long-
term investors and whose primary objective is safety of principal or stable
income from their investments. The computer and computer technology-related
industries may be subject to greater governmental regulation than many other
industries and changes in governmental policies and the need for regulatory
approvals may have a material adverse effect on these industries. Additionally,
companies in these industries may be subject to risks of developing computer
technologies, competitive pressures and other factors and are dependent upon
consumer and business acceptance as new computer technologies evolve.

The Sponsor believes that the information summarized above for the
computer/computer technology industries describes some of the more significant
aspects relating to the risks associated with investing in the Trusts which may
have a "concentration" in these industries. The sources of such information are
obtained from research reports as well as other publicly available documents.
While the Sponsor has not independently verified this information, they have no
reason to believe that such information is not correct in all material
respects.

FIXED PORTFOLIO. Unlike a "managed" investment company in which there may be
frequent changes in the portfolio of securities based upon economic, financial
and market analyses, the adverse financial condition of a company will not
result in the elimination of its securities from the portfolio of the Trusts.
In the

B-6
<PAGE>

event a public tender offer is made for a Security or a merger or acquisition
is announced affecting a Security, the Sponsor may instruct the Trustee to
tender or sell the Security on the open market when, in its opinion, it is in
the best interests of the Unitholders to do so. All the Securities in the
Trusts are liquidated or distributed during the Liquidation Period. Since the
Trusts will not sell Securities in response to ordinary market fluctuation, but
only at each of the Trust's termination or upon the occurrence of certain
events, the amount realized upon the sale of the Securities may not be the
highest price attained by an individual Security during the life of a Trust.
See "Administration of Trusts--Trust Supervision." Some of the Securities in
the Trusts may also be owned by other clients of the Sponsor and its
affiliates. However, because these clients may have differing investment
objectives, the Sponsor may sell certain Securities from those accounts in
instances where a sale by the Trusts would be impermissible, such as to
maximize return by taking advantage of market fluctuations. Although the Trusts
are regularly reviewed and evaluated and the Sponsor may instruct the Trustee
to sell Securities under certain limited circumstances, Securities will not be
sold by the Trusts to take advantage of market fluctuations or changes in
anticipated rates of appreciation.

ADDITIONAL SECURITIES. Investors should be aware that in connection with the
creation of additional Units subsequent to the Initial Date of Deposit, the
Sponsor may deposit (i) Additional Securities, (ii) contracts to purchase
Additional Securities or (iii) cash with instructions to purchase Additional
Securities, in each instance maintaining the original proportionate
relationship, subject to adjustment under certain circumstances, of the numbers
of shares of each Security in a Trust. To the extent the price of a Security
increases or decreases between the time cash is deposited with instructions to
purchase the Security and the time the cash is used to purchase the Security,
Units may represent less or more of that Security and more or less of the other
Securities in the Trusts. Brokerage fees (if any) incurred in purchasing
Securities with cash deposited with instructions to purchase the Securities
will be an expense of the Trusts. Price fluctuations between the time of
deposit and the time the Securities are purchased, and payment of brokerage
fees, will affect the value of every Unitholder's Units and the Income per Unit
received by the Trusts.

In particular, Unitholders who purchase Units during the initial offering
period will experience a dilution of their investment as a result of any
brokerage fees paid by the Trusts during subsequent deposits of Additional
Securities purchased with cash deposited. In order to minimize these effects,
the Trusts will try to purchase Securities as near as possible to the
Evaluation Time or at prices as close as possible to the prices used to
evaluate Trust Units at the Evaluation Time. In addition, subsequent deposits
to create such additional Units will not be covered by the deposit of a bank
letter of credit. In the event that the Sponsor does not deliver cash in
consideration for the additional Units delivered, the Trusts may be unable to
satisfy their contracts to purchase the Additional Securities. The failure of
the Sponsor to deliver cash to the Trusts, or any delays in the Trusts
receiving such cash, may have significant adverse consequences for the Trusts.

TERMINATION. Each of the Trusts may be terminated at any time and all
outstanding Units liquidated if the net asset value of a Trust falls below 40%
of the aggregate net asset value of that Trust at the completion of the initial
public offering period. Investors should note that if the net asset value of a
Trust should fall below the applicable minimum value, the Sponsor may then
terminate that Trust, at its sole discretion, prior to the Termination Date
specified in the Summary of Essential Information.

AMERICAN DEPOSITARY RECEIPTS. American Depositary Receipts ("ADRs"), are
issued by an American bank or trust company to evidence ownership of underlying
securities issued by a foreign corporation. These instruments may not
necessarily be denominated in the same currency as the securities into which
they may be converted. Generally, ADRs are designed for use in the United
States securities markets. In recent years, foreign exchange rates have
fluctuated sharply. Income from foreign equity securities held by a

B-7
<PAGE>

Trust, including those underlying any ADRs held by a Trust, would be payable in
the currency of the country on their issuance. However, each Trust will compute
its income in United States dollars, and the computation of income will be made
on the date of its receipt by a Trust at the foreign exchange rate in effect on
that date. Therefore, if the value of the foreign currency falls relative to
the United States dollar between receipt of the income and its conversion to
United States dollars, the risk of such decline will be borne by Unitholders.
In addition, the cost of converting such foreign currency to United States
dollars would also reduce the return to the Unitholder.

LEGAL PROCEEDINGS AND LEGISLATION. At any time after the Initial Date of
Deposit, legal proceedings may be initiated on various grounds, or legislation
may be enacted, with respect to the Securities in the Trusts or to matters
involving the business of the issuer of the Securities. There can be no
assurance that future legal proceedings or legislation, regulation or
deregulation will not have a material adverse effect on the Trusts or will not
impair the ability of the issuers of the Securities to achieve their business
goals.

RETIREMENT PLANS. The Trusts may be well suited for purchase by Individual
Retirement Accounts ("IRAs"), Keogh plans, pension funds and other qualified
retirement plans. Generally, capital gains and income received in each of the
foregoing plans are exempt from Federal taxation. Except with respect to
certain IRAs known as Roth IRAs, distributions from such plans are generally
treated as ordinary income but may be eligible for tax-deferred rollover
treatment or, in very limited cases, special 10 year averaging. Holders of
Units in IRAs, Keogh plans and other tax-deferred retirement plans should
consult their plan custodian as to the appropriate disposition of
distributions. Investors considering participation in any such plan should
review specific tax laws related thereto and should consult their attorneys or
tax advisors with respect to the establishment and maintenance of any such
plan. Such plans are offered by McLaughlin, Piven, Vogel Securities, Inc. Fees
and charges with respect to such plans may vary.

Before investing in the Trusts, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan)
should consider among other things whether (i) the investment is prudent under
the Employee Retirement Income Security Act of 1974 ("ERISA"), taking into
account the needs of the plan and all of the facts and circumstances of the
investment in the Trusts; (ii) the investment satisfies the diversification
requirement of Section 404(a)(1)(C) of ERISA; and (iii) the assets of the
Trusts are deemed "plan assets" under ERISA's and the Department of Labor's
definition of "plan assets."

PUBLIC SALE OF UNITS

PUBLIC OFFERING PRICE. The Public Offering Price of the Units for the Trusts
is computed by adding the applicable initial sales charge to the aggregate
value of the Securities (as determined by the Trustee) and any cash held to
purchase Securities, divided by the number of Units of the Trust outstanding.
Valuation of Securities by the Trustee is made at the close of business on the
NYSE on each business day. Securities quoted on a national exchange or NASDAQ
are valued at the closing sale price. Securities not so quoted are valued in
the manner described in the Indenture.

PUBLIC DISTRIBUTION OF UNITS. Units will be distributed to the public at the
Public Offering Price through the Sponsor and may also be distributed through
dealers. The Sponsor intends to qualify the Units for sale in certain states.

VOLUME AND OTHER DISCOUNTS. Units are available at a volume discount from the
Public Offering Price based upon the number of Units purchased. This volume
discount will result in the following reduction of the sales charge applicable
to such purchases:

B-8
<PAGE>

<TABLE>
<CAPTION>
Approximate
Reduced
Number of Units Sales Charge
--------------- ------------
<S> <C>
25,000 but less than 50,000.................................. 3.995%
50,000 but less than 100,000................................. 3.745%
100,000 or more.............................................. 3.495%
</TABLE>

For transactions of at least 100,000 Units or more, the Sponsor may negotiate
the applicable sales charge and such charge will be disclosed to any such
purchaser.

These discounts will apply to all purchases of Units by the same purchaser.
Units purchased by the same purchasers in separate transactions will be
aggregated for purposes of determining if such purchaser is entitled to a
discount. Such purchaser must own at least the required number of Units at the
time such determination is made. Units held in the name of the spouse of the
purchaser or in the name of a child of the purchaser under 21 years of age are
deemed for the purposes hereof to be registered in the name of the purchaser.
The discount is also applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.

Unitholders of prior series of The Pinnacle Family of Trusts (the "Prior
Series") may "rollover" into the Trusts by exchanging units of the Prior Series
for Units of the Trusts at their relative net asset values plus the applicable
sales charge. Unitholders maintaining an account at McLaughlin, Piven, Vogel
Securities, Inc. exercising this option, may purchase such Units subject to a
reduced sales charge of 3.995% for the Trusts. (See "Administration of the
Trusts--Trust Termination"). The rollover option described herein will also be
available to investors in the Prior Series who elect to exchange units of a
Prior Series for Units of either Trust. An exchange or rollover of units of a
Prior Series for Units of the Trusts will generally be a taxable event.

Unitholders with a brokerage account at McLaughlin, Piven, Vogel Securities,
Inc. will qualify to receive one trade to buy equity securities any time
following the first Settlement Date of the Trusts and only be charged a $29.50
processing fee.

During the initial offering period, Unitholders who have redeemed units of a
Trust, may purchase Units in an amount up to the amount redeemed, of such
Trust, within thirty days after such redemption, at no sales charge.

Investors who purchase Units of the Trusts through a Keogh Plan, pension fund
or other qualified retirement plan having 25 or more members maintained at
McLaughlin, Piven, Vogel Securities, Inc. will be subject to a reduced sales
charge of 2.0%.

Employees (and their immediate families) of McLaughlin, Piven, Vogel
Securities, Inc. and ING Funds Distributor, Inc. (and their affiliates) and of
the special counsel to the Sponsor, may, pursuant to employee benefit
arrangements, purchase Units of the Trusts without a sales charge at a price
equal to the aggregate value of the underlying securities in the Trusts,
divided by the number of Units outstanding. Such arrangements result in less
selling effort and selling expenses than sales to employee groups of other
companies. Resales or transfers of Units purchased under the employee benefit
arrangements may only be made through the Sponsor's secondary market, so long
as it is being maintained.

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<PAGE>

SPONSOR'S PROFITS. The Sponsor will receive a combined gross underwriting
commission equal to up to 4.495% of the Public Offering Price per 100 Units
(equivalent to 4.707% of the net amount invested in the Securities) for the
Broader Market, Industrial and Technology Trusts. Additionally, the Sponsor may
realize a profit on the deposit of the Securities in the Trusts representing
the difference between the cost of the Securities to the Sponsor and the cost
of the Securities to the Trusts (see "Portfolio" in Part A). The Sponsor may
realize profits or sustain losses with respect to Securities deposited in the
Trusts which were acquired from underwriting syndicates of which they were a
member. All or a portion of the Securities deposited in the Trusts may have
been acquired through the Sponsor.

During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the Underwriter may
also realize profits or sustain losses as a result of fluctuations after the
Initial Date of Deposit in the aggregate value of the Securities and hence in
the Public Offering Price received by the Sponsor for the Units. Cash, if any,
made available to the Sponsor prior to settlement date for the purchase of
Units may be used in the Sponsor's business subject to the limitations of 17
CFR 240.15c3-3 under the Securities Exchange Act of 1934 and may be of benefit
to the Sponsor.

Both upon acquisition of Securities and termination of the Trusts, the
Trustee may utilize the services of the Sponsor for the purchase or sale of all
or a portion of the Securities in the Trusts. The Sponsor may only receive
brokerage commissions from the Trusts in connection with such purchases and
sales in accordance with applicable law.

In maintaining a market for the Units (see "Liquidity-Sponsor Repurchase")
the Sponsor will realize profits or sustain losses in the amount of any
difference between the price at which it buys Units and the price at which it
resells such Units.

RIGHTS OF UNITHOLDERS

BOOK-ENTRY UNITS. Ownership of Units of the Trusts will not be evidenced by
certificates. All evidence of ownership of the Units will be recorded in book-
entry form at The Depository Trust Company ("DTC") through an investor's
McLaughlin, Piven, Vogel brokerage account. Units held through DTC will be
deposited by the Sponsor with DTC in the McLaughlin, Piven, Vogel DTC account
and registered in the nominee name CEDE & CO. Individual purchases of
beneficial ownership interest in the Trusts will be made in book-entry form
through DTC. Ownership and transfer of Units will be evidenced and accomplished
directly and indirectly only by book-entries made by DTC and its participants.
DTC will record ownership and transfer of the Units among DTC participants and
forward all notices and credit all payments received in respect of the Units
held by the DTC participants. Beneficial owners of Units will receive written
confirmation of their purchases and sale from their McLaughlin, Piven, Vogel
representative. Transfer, and the requirements therefore, will be governed by
the applicable procedures of DTC and the Unitholder's agreement with the DTC
participant in whose name the Unitholder's Units are registered on the transfer
records of DTC.

DISTRIBUTIONS. Dividends, if any, received by a Trust are credited by the
Trustee to an Income Account for that Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account for
that Trust.

Distributions to each Unitholder from the Income Account are computed as of
the close of business on each Record Date for the following payment date and
consist of an amount substantially equal to such Unitholder's pro rata share of
the income credited to the Income Account, less expenses. Distributions from
the

B-10
<PAGE>

Principal Accounts of the Trusts (other than amounts representing failed
contracts, as previously discussed) will be computed as of each Record Date,
and will be made to the Unitholders of a Trust on or shortly after the
Distribution Date. Proceeds representing principal received from the
disposition of any of the Securities between a Record Date and a Distribution
Date which are not used for redemptions of Units will be held in the Principal
Account and not distributed until the next Distribution Date. Persons who
purchase Units between a Record Date and a Distribution Date will receive their
first distribution on the Distribution Date following the next Record Date.

As of each Record Date, the Trustee will deduct from the Income Accounts of
the Trusts, and, to the extent funds are not sufficient therein, from the
Principal Accounts of the Trusts, amounts necessary to pay the expenses of the
Trusts (as determined on the basis set forth under "Trust Expenses and
Charges"). The Trustee also may withdraw from said accounts such amounts, if
any, as it deems necessary to establish a reserve for any applicable taxes or
other governmental charges that may be payable out of the Trusts. Amounts so
withdrawn shall not be considered a part of such Trust's assets until such time
as the Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee.

The dividend distribution per 100 Units, if any, cannot be anticipated and
may be paid as Securities are redeemed, exchanged or sold, or as expenses of
each of the Trusts fluctuate. No distribution need be made from the Income
Account or the Principal Account unless the balance therein is an amount
sufficient to distribute $1.00 per 100 Units.

RECORDS. The Trustee keeps records of the transactions of the Trusts at its
corporate trust office including names, addresses and holdings of all
Unitholders of record, a current list of the Securities and a copy of the
Indenture. Such records are available to Unitholders for inspection at
reasonable times during business hours.

REPORTS TO HOLDERS. The Trustee will furnish Unitholders with each
distribution a statement of the amount of income and the amount of other
receipts, if any, which are being distributed, expressed in each case as a
dollar amount per 100 Units. Within a reasonable time after the end of each
calendar year, the Trustee will furnish to each person who at any time during
the calendar year was a Unitholder of record, a statement showing:

(i) as to the Income Account: dividends, interest and other cash amounts
received, amounts paid for purchases of Substitute Securities and
redemptions of Units, if any, deductions for applicable taxes and fees and
expenses of the Trusts, and the balance remaining after such distributions
and deductions, expressed both as a total dollar amount and as a dollar
amount representing the pro rata share of each 100 Units outstanding on the
last business day of such calendar year;

(ii) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments
of applicable taxes and fees and expenses of the Trusts, amounts paid for
purchases of Substitute Securities and redemptions of Units, if any, and
the balance remaining after such distributions and deductions, expressed
both as a total dollar amount and as a dollar amount representing the pro
rata share of each 100 Units outstanding on the last business day of such
calendar year;

B-11
<PAGE>

(iii) a list of the Securities held, a list of Securities purchased, sold
or otherwise disposed of during the calendar year and the number of Units
outstanding on the last business day of such calendar year;

(iv) the Redemption Price per 100 Units based upon the last computation
thereof made during such calendar year; and

(v) amounts actually distributed to Unitholders during such calendar year
from the Income and Principal Accounts, separately stated, of the Trusts,
expressed both as total dollar amounts and as dollar amounts representing
the pro rata share of each 100 Units outstanding on the last business day
of such calendar year.

Unitholders will be furnished with evaluations of Securities upon request to
the Trustee in order to comply with Federal and state tax reporting
requirements.

LIQUIDITY

SPONSOR REPURCHASE. Unitholders who wish to dispose of their Units should
inquire of the Sponsor as to current market prices prior to making a tender for
redemption. The aggregate value of the Securities will be determined by the
Trustee on a daily basis and computed on the basis set forth under "Trustee
Redemption." The Sponsor does not guarantee the enforceability, marketability
or price of any Securities in the Portfolios or of the Units. The Sponsor may
discontinue the repurchase of Units if the supply of Units exceeds demand, or
for other business reasons. The date of repurchase is deemed to be the date on
which redemption requests are received in proper form, by ING Funds
Distributor, Inc., 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
Redemption requests received after 4 P.M., New York Time, will be deemed to
have been repurchased on the next business day. In the event a market is not
maintained for the Units, a Unitholder may be able to dispose of Units only by
tendering them to the Trustee for redemption.

Units purchased by the Sponsor in the secondary market may be reoffered for
sale by the Sponsor at a price based on (i) the aggregate value of the
Securities in a Trust plus (ii) a 4.495% sales charge (or 4.707% of the net
amount invested) for the Trusts plus (iii) a pro rata portion of amounts, if
any, in the Income and Principal Accounts. Any Units that are purchased by the
Sponsor in the secondary market also may be redeemed by the Sponsor if it
determines such redemption to be in its best interest.

The Sponsor may, under certain circumstances, as a service to Unitholders,
elect to purchase any Units tendered to the Trustee for redemption (see
"Liquidity--Trustee Redemption"). Factors that the Sponsor will consider in
making a determination will include the number of Units of all Trusts which it
has in inventory, its estimate of the stability and the time required to sell
such Units and general market conditions. For example, if in order to meet
redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (three calendar days after
tender), the Sponsor may elect to purchase such Units. Such purchase shall be
made by payment to the Unitholder not later than the close of business on the
redemption date of an amount equal to the Redemption Price on the date of
tender.

TRUSTEE REDEMPTION. At any time prior to the Evaluation Time on the business
day preceding the commencement of the Liquidation Period (approximately fifteen
months from the Date of Deposit), Units may also be tendered to the Trustee for
redemption upon payment of any relevant tax by contacting the Sponsor holding
such Units in street name. In certain instances, additional documents may be
required, such as trust instrument, certificate of corporate authority,
certificate of death or appointment as executor, administrator

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<PAGE>

or guardian. At the present time there are no specific taxes related to the
redemption of Units. No redemption fee will be charged by the Sponsor or the
Trustee. Units redeemed by the Trustee will be canceled.

Within three business days following a tender for redemption, the Unitholder
will be entitled to receive an amount for each Unit tendered equal to the
Redemption Price per Unit computed as of the Evaluation Time set forth under
"Summary of Essential Information" in Part A on the date of tender. The "date
of tender" is deemed to be the date on which Units are received by the Trustee.
For Units received after the close of trading on the NASDAQ or NYSE (4:00 p.m.
Eastern Time), the date of tender is the next day on which such Exchange is
open for trading, and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the Redemption Price computed on that
day.

A Unitholder will receive his redemption proceeds in cash and amounts paid on
redemption shall be withdrawn from the Income Accounts, or, if the balance
therein is insufficient, from the Principal Accounts. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell Securities in order to make funds available for redemptions.
Such sales, if required, can result in a sale of Securities by the Trustee at a
loss. To the extent Securities are sold, the size and diversity of the
particular Trust will be reduced. The Securities to be sold will be selected by
the Trustee in order to maintain, to the extent practicable, the proportionate
relationship among the number of shares of each Security. Provision is made in
the Indenture under which the Sponsor may, but need not, specify minimum
amounts in which blocks of Securities are to be sold in order to obtain the
best price for the Trusts. While these minimum amounts may vary from time to
time in accordance with market conditions, the Sponsor believes that the
minimum amounts specified will be approximately 100 shares for readily
marketable Securities.

The Redemption Price per Unit is the pro rata share of the Unit in the Trusts
determined by the Trustee on the basis of (i) the cash on hand in the
particular Trust or moneys in the process of being collected, (ii) the value of
the Securities in the Trust as determined by the Trustee, less (a) amounts
representing taxes or other governmental charges payable out of the Trust, (b)
the accrued expenses of the Trust and (c) cash allocated for the distribution
to Unitholders of record as of the business day prior to the evaluation being
made. As of the close of the initial public offering period, the Redemption
Price per 100 Units will be reduced to reflect the payment of the per 100 Unit
organization costs to the Sponsor. The Trustee may determine the value of the
Securities in each of the Trusts in the following manner: because the
Securities are listed on national securities exchanges, this evaluation is
based on the closing sale prices on those exchanges. Unless the Trustee deems
these prices inappropriate as a basis for evaluation or if there is no such
closing purchase price, then the Trustee may utilize, at the Trusts' expense,
an independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (i) on the basis
of current bid prices for comparable securities, (ii) by appraising the value
of the Securities on the bid side of the market or (iii) by any combination of
the above.

Any Unitholder tendering 2,500 Units or more of a Trust for redemption may
request, by written notice submitted at the time of tender from the Trustee in
lieu of a cash redemption, a distribution of shares of Securities and cash in
an amount and value equal to the Redemption Price Per Unit as determined as of
the evaluation next following tender. To the extent possible, in kind
distributions ("In Kind Distributions") shall be made by the Trustee through
the distribution of each of the Securities in book-entry form to the account of
the Unitholder's broker-dealer at DTC. An In Kind Distribution will be reduced
by customary transfer and registration charges. The tendering Unitholder will
receive his pro rata number of whole shares of each of the Securities
comprising a Trust portfolio and cash from the Principal Accounts equal to the
balance of the

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Redemption Price to which the tendering Unitholder is entitled. If funds in the
Principal Account are insufficient to cover the required cash distribution to
the tendering Unitholder, the Trustee may sell Securities in the manner
described above.

The Trustee is irrevocably authorized in its discretion, if the Sponsor does
not elect to purchase a Unit tendered for redemption or if the Sponsor tenders
a Unit for redemption, in lieu of redeeming such Unit, to sell such Unit in the
over-the-counter market for the account of the tendering Unitholder at prices
which will return to the Unitholder an amount in cash, net after deducting
brokerage commissions, transfer taxes and other charges, equal to or in excess
of the Redemption Price for such Unit. The Trustee will pay the net proceeds of
any such sale to the Unitholder on the day he would otherwise be entitled to
receive payment of the Redemption Price.

The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the NASDAQ, NYSE, or AMEX is closed, other than customary weekend
and holiday closings, or when trading on that Exchange is restricted or during
which (as determined by the Securities and Exchange Commission) an emergency
exists as a result of which disposal or evaluation of the Securities is not
reasonably practicable, or for such other periods as the Securities and
Exchange Commission may by order permit. The Trustee and the Sponsor are not
liable to any person or in any way for any loss or damage which may result from
any such suspension or postponement.

AUTOMATIC REDEMPTION. In the event a transfer of Units from a Unitholder's
McLaughlin, Piven, Vogel brokerage account results in the automatic redemption
of those Units, Unitholders will receive an amount equal to the Redemption
Price per Unit computed as of the Evaluation Time set forth under "Summary of
Essential Information" in Part A on the date of transfer. Automatic redemption
proceeds will be paid within three business days following the tender of a
notification of transfer.

ADMINISTRATION OF THE TRUSTS

TRUST SUPERVISION. Each Trust is a unit investment trust and is not a managed
fund. Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The Portfolios of the Trusts, however, will not
be managed and therefore the adverse financial condition of an issuer will not
necessarily require the sale of its Securities from a portfolio. Although the
portfolios of the Trusts are regularly reviewed, because of the formula
employed in selecting the Securities, it is unlikely the Trusts will sell any
of the Securities other than to satisfy redemptions of Units, or to cease
buying Additional Securities in connection with the issuance of additional
Units. However, the Trust Agreement provides that the Sponsor may direct the
disposition of Securities upon the occurrence of certain events including: (i)
default in payment of amounts due on any of the Securities; (ii) institution of
certain legal proceedings; (iii) default under certain documents materially and
adversely affecting future declaration or payment of amounts due or expected;
(iv) determination of the Sponsor that the tax treatment of the Trusts as a
grantor trust would otherwise be jeopardized; (v) decline in price as a direct
result of serious adverse credit factors affecting the issuer of a Security
which, in the opinion of the Sponsor, will make the retention of the Security
detrimental to the Trusts or the Unitholders; or (vi) that there has been a
public tender offer made for a Security or a merger or acquisition is announced
affecting a Security, and that in the opinion of the Sponsor the sale or tender
of the Security is in the best interest of the Unitholders. Furthermore, the
Trusts will likely continue to hold a Security and purchase additional shares
notwithstanding its ceasing to be (i) included among the Top Twenty-Five, (ii)
ranked as one of the 25 best performing stocks on the S&P 500 Index, as
measured by price appreciation, or (iii) included as one of the highest traded
stocks on the NASDAQ or NYSE with a price appreciation of 40% or greater.

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<PAGE>

In addition, each Trust Agreement provides as follows:

1. If a default in the payment of amounts due on any Security occurs
pursuant to provision (i) above and if the Sponsor fails to give immediate
instructions to sell or hold that Security, the Trustee, within 30 days of
that failure by the Sponsor, shall sell the Security.

2. It is the responsibility of the Sponsor to instruct the Trustee to
reject any offer made by an issuer of any of the Securities to issue new
securities in exchange and substitution for any Security pursuant to a
recapitalization or reorganization, if any exchange or substitution is
effected notwithstanding such rejection, any securities or other property
received shall be promptly sold unless the Sponsor directs that it be
retained.

3. Any property received by the Trustee after the Initial Date of Deposit
as a distribution on any of the Securities in a form other than cash or
additional shares of the Securities, which shall be retained, shall be
promptly sold unless the Sponsor directs that it be retained by the
Trustee. The proceeds of any disposition shall be credited to the Income or
Principal Accounts of a Trust.

4. The Sponsor is authorized to increase the size and number of Units of
the Trusts by the deposit of Additional Securities, contracts to purchase
Additional Securities or cash or a letter of credit with instructions to
purchase Additional Securities in exchange for the corresponding number of
additional Units from time to time subsequent to the Initial Date of
Deposit, provided that the original proportionate relationship among the
number of shares of each Security in a Trust established on the Initial
Date of Deposit is maintained to the extent practicable. The Sponsor may
specify the minimum numbers in which Additional Securities will be
deposited or purchased. If a deposit is not sufficient to acquire minimum
amounts of each Security, Additional Securities may be acquired in the
order of the Security most under-represented immediately before the deposit
when compared to the original proportionate relationship. If Securities of
an issue originally deposited are unavailable at the time of the subsequent
deposit, the Sponsor may (i) deposit cash or a letter of credit with
instructions to purchase the Security when it becomes available, or (ii)
deposit (or instruct the Trustee to purchase) either Securities of one or
more other issues originally deposited or a Substitute Security.

In determining whether to dispose of or hold Securities, new securities or
property, the Sponsor may be advised by the Portfolio Supervisor.

TRUST AGREEMENT AND AMENDMENT. The Trust Agreements may be amended by the
Trustee and the Sponsor without the consent of any of the Unitholders to: (i)
cure any ambiguity or to correct or supplement any provision which may be
defective or inconsistent; (ii) change any provision thereof as may be required
by the Securities and Exchange Commission or any successor governmental agency;
or (iii) make such other provisions in regard to matters arising thereunder as
shall not adversely affect the interests of the Unitholders.

The Trust Agreements may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of investors
holding 66 2/3% of the Units then outstanding for the purpose of modifying the
rights of Unitholders; provided that no such amendment or waiver shall reduce
any Unitholder's interest in the Trusts without his consent or reduce the
percentage of Units required to consent to any such amendment or waiver without
the consent of the holders of all Units. The Trust Agreements may not be
amended, without the consent of the holders of all Units in the Trusts then
outstanding, to increase the

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<PAGE>

number of Units issuable or to permit the acquisition of any Securities in
addition to or in substitution for those initially deposited in such Trust,
except in accordance with the provisions of the Trust Agreements. The Trustee
shall promptly notify Unitholders, in writing, of the substance of any such
amendment.

TRUST TERMINATION. The Trust Agreements provide that a Trust shall terminate
as of the Evaluation Time on the business day preceding the commencement of the
Liquidation Period or upon the maturity, redemption or other disposition, as
the case may be, of the last of the Securities held in such Trust but in no
event is it to continue beyond the Mandatory Termination Date. If the value of
a Trust shall be less than the minimum amount set forth under "Summary of
Essential Information" in Part A, the Trustee may, in its discretion, and
shall, when so directed by the Sponsor, terminate such Trust. Each Trust may
also be terminated at any time with the consent of the investors holding 100%
of the Units then outstanding. The Trustee may utilize the services of the
Sponsor for the sale of all or a portion of the Securities in the Trusts, and
in so doing, the Sponsor will determine the manner, timing and execution of the
sales of the underlying Securities. Any brokerage commissions received by the
Sponsor from the Trusts in connection with such sales will be in accordance
with applicable law. In the event of termination, written notice thereof will
be sent by the Trustee to all Unitholders. Such notice will provide Unitholders
with the following three options by which to receive their pro rata share of
the net asset value of the Trusts and requires their election of one of the
three options by notifying the Trustee by returning a properly completed
election request:

1. a Unitholder who owns at least 2,500 Units and whose interest in a
Trust will entitle it to receive at least one share of each underlying
Security will have its Units redeemed on or about the commencement of the
Liquidation Period. This will be accomplished by distribution of the
Unitholder's pro rata share of the net asset value of the Trust on such
date distributed in kind to the extent represented by whole shares of
underlying Securities and the balance in cash within three business days
next following the commencement of the Liquidation Period. Unitholders
subsequently selling such distributed Securities will incur brokerage costs
when disposing of such Securities. Unitholders should consult their own tax
adviser in this regard;

2. to receive in cash such Unitholder's pro rata share of the net asset
value of a Trust derived from the sale by the Sponsor as the agents of the
Trustee of the underlying Securities during the Liquidation Period. The
Unitholder's pro rata share of its net assets of a Trust will be
distributed to such Unitholder within three days of the settlement of the
trade of the last Security to be sold; and/or

3. to invest such Unitholder's pro rata share of the net assets of a
Trust derived from the sale by the Sponsor as agent of the Trustee of the
underlying Securities in units of a subsequent series of The Pinnacle
Family of Trusts (the "New Series") provided one is offered. It is expected
that a special redemption and liquidation will be made of all Units of the
Trust held by Unitholders (the "Rollover Unitholders") who affirmatively
notify the Trustee of their election to participate in this option on or
prior to the Rollover Notification Date set forth in the "Summary of
Essential Information" for the Trusts in Part A. The Units of a New Series
will be purchased by the Unitholder within three business days of the
settlement of the trade for the last Security to be sold. Such purchaser
will be entitled to a reduced sales charge upon the purchase of units of
the New Series. It is expected that the terms of the New Series will be
substantially the same as the terms of the Trusts described in this
Prospectus, and that similar options with respect to the termination of
such New Series will be available. The availability of this option does not
constitute a solicitation of an offer to purchase Units of a New Series or
any other security. A Unitholder's election to participate in this option
will be treated as an indication of interest only. At any time prior to the
purchase by the Unitholder of units of a New Series such Unitholder may
change his

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<PAGE>

investment strategy and receive, in cash, the proceeds of the sale of the
Securities. An election of this option will not prevent the Unitholder from
recognizing taxable gain or loss (except in the case of a loss, if and to
the extent that Securities contained in the New Series are treated as
substantially identical to Securities held by a Trust) as a result of the
liquidation, even though no cash will be distributed to pay any taxes.
Unitholders should consult their own tax advisers in this regard.

Unitholders who do not make any election will be deemed to have elected to
receive the termination distribution in cash (option number 2).

The Sponsor has agreed that, to the extent it effects the sales of underlying
Securities for the Trustee, in the case of the second and third options during
the Liquidation Period such sales will be free of brokerage commissions. The
Sponsor, on behalf of the Trustee, will sell the Securities by the last
business day of the Liquidation Period unless prevented by unusual and
unforeseen circumstances, such as, among other reasons, a suspension in trading
of a Security, the close of a stock exchange, outbreak of hostilities and
collapse of the economy. The Redemption Price Per 100 Units upon the settlement
of the last sale of Securities during the Liquidation Period will be
distributed to Unitholders in redemption of such Unitholders' interest in a
Trust.

Depending on the amount of proceeds to be invested in Units of the New Series
and the amount of other orders for Units in the New Series, the Sponsor may
purchase a large amount of securities for the New Series in a short period of
time. The Sponsor's buying of securities may tend to raise the market prices of
these securities. The actual market impact of the Sponsor's purchases, however,
is currently unpredictable because the actual amount of securities to be
purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the
Liquidation Period; depending on the number of sales required, the prices of
and demand for Securities, such sales may tend to depress the market prices and
thus reduce the proceeds of such sales. The Sponsor believes that the sale of
underlying Securities over the Liquidation Period described above is in the
best interest of a Unitholder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities. The
Securities may be sold in fewer than seven days if, in the Sponsor's judgment,
such sales are in the best interest of Unitholders. The Sponsor, in
implementing such sales of securities on behalf of the Trustee, will seek to
maximize the sales proceeds and will act in the best interests of the
Unitholders. There can be no assurance, however, that any adverse price
consequences of heavy trading will be mitigated.

Section 17(a) of the Investment Company Act of 1940 generally prohibits
principal transactions between registered investment companies and their
affiliates. Pursuant to an exemptive order issued by the SEC, each terminating
Series of The Pinnacle Family of Trusts can sell Duplicated Securities directly
to a New Series. The exemption will enable the Trusts to eliminate commission
costs on these transactions. The price for those securities transferred will be
the closing sale price on the sale date on the national securities exchange
where the securities are principally traded, as certified and confirmed by the
Trustee.

The Sponsor may for any reason, in its sole discretion, decide not to sponsor
any subsequent series of the Trusts, without penalty or incurring liability to
any Unitholder. If the Sponsor so decides, the Sponsor will notify the Trustee
of that decision, and the Trustee will notify the Unitholders. All Unitholders
will then elect either option 1, if eligible, or option 2.

By electing to rollover into the New Series, the Unitholder indicates his
interest in having his terminating distribution from the Trusts invested only
in the New Series created following termination of the Trusts; the Sponsor
expects, however, that a similar rollover program will be offered with respect
to all subsequent series

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<PAGE>

of the Trusts, thus giving Unitholders an opportunity to elect to rollover
their terminating distributions into a New Series. The availability of the
rollover privilege does not constitute a solicitation of offers to purchase
units of a New Series or any other security. A Unitholder's election to
participate in the rollover program will be treated as an indication of
interest only. The Sponsor intends to coordinate the date of deposit of a
future series so that the terminating trusts will terminate contemporaneously
with the creation of a New Series. The Sponsor reserves the right to modify,
suspend or terminate the rollover privilege at any time.

In the event the Sponsor determines that a redemption in kind and subsequent
investment in a New Series by a Unitholder may be accomplished in a manner that
will not result in the recognition of gain or loss for Federal income tax
purposes with respect to any Securities included in the portfolio of the New
Series, Unitholders will be notified at least 30 days prior to the Rollover
Notification Date of the procedures and process necessary to facilitate such
tax treatment.

THE SPONSOR. ING Funds Distributor, Inc., an Iowa corporation, is a wholly
owned indirect subsidiary of ING Groep N.V. ING Groep N.V., among the leading
global financial services organizations, is engaged in asset management,
banking and insurance activities in 60 countries worldwide with over 90,000
employees. The Sponsor is a member of the National Association of Securities
Dealers, Inc.

The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out its contractual obligations. The Sponsor will be under no liability
to Unitholders for taking any action, or refraining from taking any action, in
good faith pursuant to the Trust Agreements, or for errors in judgment except
in cases of its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.

The Sponsor may resign at any time by delivering to the Trustee an executed
instrument of resignation. If at any time the Sponsor shall resign or fail to
perform any of its duties under a Trust Agreement or becomes incapable of
acting or becomes bankrupt or its affairs are taken over by public authorities,
then the Trustee may either (i) appoint a successor sponsor; (ii) terminate a
Trust Agreement and liquidate the Trusts; or (iii) continue to act as Trustee
without terminating a Trust Agreement. Any successor sponsor appointed by the
Trustee shall be satisfactory to the Trustee and, at the time of appointment,
shall have a net worth of at least $1,000,000.

THE TRUSTEE. The Trustee is The Bank of New York, a trust company organized
under the laws of New York, having its offices at 101 Barclay Street, New York,
New York 10286. The Trustee is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal Deposit
Insurance Corporation to the extent permitted by law.

The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Units in accordance with the Trust Agreement, except in
cases of its own willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties; provided, however, that the Trustee
shall not in any event be liable or responsible for any evaluation made by any
independent evaluation service employed by it. In addition, the Trustee shall
not be liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or the Trusts which it may be required to pay under
current or future law of the United States or any other taxing authority having
jurisdiction. The

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<PAGE>

Trustee shall not be liable for depreciation or loss incurred by reason of the
sale by the Trustee of any of the Securities pursuant to the Trust Agreements.
The Trustee has not participated in the selection of the Trusts' Securities.

For further information relating to the responsibilities of the Trustee under
the Trust Agreements, reference is made to the material set forth under "Rights
of Unitholders."

The Trustee may resign by executing an instrument in writing and filing the
same with the Sponsor, and mailing a copy of a notice of resignation to all
Unitholders. In such an event the Sponsor is obligated to appoint a successor
Trustee as soon as possible. In addition, if the Trustee becomes incapable of
acting or becomes bankrupt or its affairs are taken over by public authorities,
the Sponsor may remove the Trustee and appoint a successor as provided in the
Trust Agreements. Notice of such removal and appointment shall be mailed to
each Unitholder by the Sponsor. If upon resignation of the Trustee no successor
has been appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
the Trustee becomes effective only when the successor Trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor Trustee. Upon execution of a written acceptance of such appointment
by such successor Trustee, all the rights, powers, duties and obligations of
the original Trustee shall vest in the successor.

Any corporation into which the Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Trustee shall be a party, shall be the successor Trustee. The Trustee
must always be a banking corporation organized under the laws of the United
States or any State and have at all times an aggregate capital, surplus and
undivided profits of not less than $2,500,000.

TRUST EXPENSES AND CHARGES

Investors will reimburse the Sponsor for all or a portion of the estimated
costs incurred in organizing and offering the Trusts (collectively, the
"organization costs")--including the cost of the initial preparation and
execution of the Trust Agreements, registration of the Trusts and the Units
under the Investment Company Act of 1940 and the Securities Act of 1933 and
state registration fees, the initial fees and expenses of the Trustee, legal
expenses and other actual out-of-pocket costs. The estimated organization costs
will be paid from the assets of the Trusts as of the close of the initial
public offering period (which may be between 30 and 90 days). To the extent
that actual organization costs are less than the estimated amount, only the
actual organization costs will be deducted from the assets of the Trusts. To
the extent that actual organization costs are greater than the estimated
amount, only the estimated organization costs included in the Public Offering
Price will be reimbursed to the Sponsor. All advertising and selling expenses,
as well as any organizational costs not paid by the Trusts, will be borne by
the Sponsor at no cost to the Trusts.

ING Mutual Funds Management Co. LLC, an affiliate of ING Funds Distributor,
Inc., will receive, for portfolio supervisory services to the Trusts, an Annual
Fee in the amount set forth under "Summary of Essential Information" in Part A.
The Portfolio Supervisor's fee may exceed the actual cost of providing
portfolio supervisory services for the Trusts, but at no time will the total
amount received for portfolio supervisory services rendered to all series of
The Pinnacle Family of Trusts in any calendar year exceed the aggregate cost to
the Portfolio Supervisor of supplying such services in such year. (See
"Administration of the Trusts--Trust Supervision.")

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<PAGE>

The Trustee will receive, for its ordinary recurring services to the Trusts,
an annual fee in the amount set forth under "Summary of Essential Information"
in Part A. For a discussion of the services performed by the Trustee pursuant
to its obligations under the Trust Agreement, see "Administration of the
Trusts" and "Rights of Unitholders."

The Trustee's fees applicable to the Trusts are payable as of each Record
Date from the Income Accounts of the Trusts to the extent funds are available
and then from the Principal Accounts. Both the Portfolio Supervisor's and the
Trustee's fees may be increased without approval of the Unitholders by amounts
not exceeding proportionate increases in consumer prices for services as
measured by the United States Department of Labor's Consumer Price Index
entitled "All Services Less Rent."

The following additional charges are or may be incurred by the Trusts: (i)
all expenses (including counsel fees) of the Trustee incurred and advances made
in connection with its activities under the Trust Agreements, including the
expenses and costs of any action undertaken by the Trustee to protect the
Trusts and the rights and interests of the Unitholders; (ii) fees of the
Trustee for any extraordinary services performed under the Trust Agreements;
indemnification of the Trustee for any loss or liability accruing to it without
gross negligence, bad faith or willful misconduct on its part, arising out of
or in connection with its acceptance or administration of the Trusts; (iii)
indemnification of the Sponsor for any losses, liabilities and expenses
incurred in acting as sponsor of the Trusts without gross negligence, bad faith
or willful misconduct on its part; and (iv) all taxes and other governmental
charges imposed upon the Securities or any part of the Trusts (no such taxes or
charges are being levied, made or, to the knowledge of the Sponsor,
contemplated). The above expenses, including the Trustee's fees, when paid by
or owing to the Trustee are secured by a first lien on the Trusts to which such
expenses are charged. In addition, the Trustee is empowered to sell the
Securities in order to make funds available to pay all expenses.

Unless the Sponsor otherwise directs, the accounts of the Trusts shall be
audited not less than annually by independent public accountants selected by
the Sponsor. To the extent lawful, expenses of the audit shall be an expense of
the Trusts. Unitholders covered by the audit during the year may receive a copy
of the audited financial statements upon request.

REINVESTMENT PLAN

Income and principal distributions on Units (other than the final
distribution in connection with the termination of the Trusts) may be
reinvested by participating in the Trusts' Reinvestment Plan. Under the plan,
the Units acquired for participants will be either Units already held in
inventory by the Sponsor or new Units created by the Sponsor's deposit of
Additional Securities as described in "The Trusts--Deposit of Additional
Securities" in this Part B. Units acquired by reinvestment will not be subject
to a sales charge. Unitholders who participate in the Reinvestment Plan will
nevertheless be subject to tax on their distributions in the manner described
under "Tax Status." Investors should inform their broker when purchasing their
Units if they wish to participate in the Reinvestment Plan. Thereafter,
Unitholders should contact their broker if they wish to modify or terminate
their election to participate in the Reinvestment Plan. In order to enable a
Unitholder to participate in the Reinvestment Plan, with respect to a
particular distribution on their Units, such notice must be made at least three
business days prior to the Record Date for such distribution. Each subsequent
distribution of income or principal on the participant's Units will be
automatically applied by the Trustee to purchase additional Units of the
Trusts. The Sponsor reserves the right to demand, modify or terminate the
Reinvestment Plan at any time without prior notice. The Reinvestment Plan for
the Trusts may not be available in all states.

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<PAGE>

TAX STATUS

This is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of the Internal
Revenue Code (the "Code"). Unitholders should consult their tax advisers in
determining the Federal, state, local and any other tax consequences of the
purchase, ownership and disposition of Units.

In rendering the opinion set forth below, Paul, Hastings, Janofsky & Walker
LLP has examined the Agreement, the final form of Prospectus dated the date
hereof and the documents referred to therein, among others, and has relied on
the validity of said documents and the accuracy and completeness of the facts
set forth therein. In the Opinion of Paul, Hastings, Janofsky & Walker LLP,
special counsel for the Sponsor, under existing law:

1. The Trusts will be classified as grantor trusts for Federal income tax
purposes and not as partnerships or associations taxable as corporations.
Classification of the Trusts as grantor trusts will cause the Trusts not to
be subject to Federal income tax, and will cause the Unitholders of the
Trusts to be treated for Federal income tax purposes as the owners of a pro
rata portion of the assets of the Trusts. All income received by the Trusts
will be reportable as income of the Unitholders in accordance with their
pro rata portion of all Units.

2. The Trusts are not subject to the New York Franchise Tax on Business
Corporations or the New York City General Corporation Tax. For a Unitholder
who is a New York resident, however, a pro rata portion of all or part of
the income of the Trusts will be treated as income of the Unitholder under
the income tax laws of the State and City of New York. Similar treatment
may apply in other states.

3. During the 90-day period subsequent to the initial issuance date, the
Sponsor reserves the right to deposit Additional Securities that are
substantially similar to those deposited in initially establishing the
Trusts. This retained right falls within the guidelines promulgated by the
IRS and should not affect the taxable status of the Trusts.

A taxable event will generally occur with respect to each Unitholder when the
Trusts dispose of a Security (whether by sale, exchange or redemption) or upon
the sale, exchange or redemption of Units by the Unitholder. The price a
Unitholder pays for its Units, including sales charges, is allocated among its
pro rata portion of each Security held by the Trusts (in proportion to the fair
market values thereof on the date the Unitholder purchases its Units) in order
to determine its initial cost for its pro rata portion of each Security held by
the Trusts.

For Federal income tax purposes, a Unitholder's pro rata portion of dividends
paid with respect to a Security held by the Trusts is taxable as ordinary
income to the extent of such corporation's current or accumulated earnings and
profits. A Unitholder's pro rata portion of dividends paid on a Security that
exceed current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in the Security, and to the extent that such dividends
exceed a Unitholder's tax basis in the Security will generally be treated as a
capital gain.

A Unitholder's portion of gain, if any, upon the sale, exchange or redemption
of Units or the disposition of Securities held by the Trusts will generally be
considered a capital gain and will be long-term if the

B-21
<PAGE>

Unitholder has held its Units and the Trust has held the Securities for more
than one year. Capital gains realized by corporations are generally taxed at
the same rates applicable to ordinary income, but non-corporate taxpayers who
realize long-term capital gains may be subject to a reduced tax rate of up to
20%, rather than the "regular" maximum tax rate of 39.6%. Tax rates may
increase prior to the time when Unitholders may realize gains from the sale,
exchange or redemption of the Units or Securities.

A Unitholder's portion of loss, if any, upon the sale or redemption of Units
or the disposition of Securities held by the Trusts will generally be
considered a capital loss and will be long-term if the Unitholder has held its
Units (and the Trust has held the Securities) for more than one year. Capital
losses are deductible to the extent of capital gains; in addition, up to $3,000
of capital losses ($1,500 for married individuals filing separately) recognized
by non-corporate Unitholders may be deducted against ordinary income.

A Unitholder that itemizes its deductions may also deduct its pro rata share
of the fees and expenses of the Trusts, but only to the extent that such
amounts, together with the Unitholder's other miscellaneous deductions, exceed
2% of its adjusted gross income. The deduction of fees and expenses is subject
to limitations for individuals with incomes in excess of certain thresholds.

After the end of each calendar year, the Trustee will furnish to each
Unitholder an annual statement containing information relating to the dividends
received by the Trusts on the Securities, the gross proceeds received by the
Trusts from the disposition of any Security, and the fees and expenses paid by
the Trusts. The Trustee will also furnish annual information returns to each
Unitholder and to the Internal Revenue Service.

A corporation (other than an S corporation and certain ineligible
corporations) that owns Units will generally be entitled to a 70% dividends
received deduction with respect to its pro rata portion of dividends taxable as
ordinary income received by the Trusts from a domestic corporation or from a
qualifying foreign corporation in the same manner as if such corporation
directly owned the Securities paying such dividends. However, a corporation
owning Units should be aware that there are additional limitations on the
eligibility of dividends for the 70% dividends received deduction. These
limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days during the 90-day period beginning on the
date that is 45 days before the date on which the stock becomes ex-dividend.
Moreover, the allowable percentage of the deduction will be reduced if a
corporate Unitholder owns stock (or Units) the financing of which is directly
attributable to indebtedness incurred by such corporation.

As discussed in the section "Administration of the Trusts--Trust
Termination," each Unitholder may have three options in receiving its
termination distributions, namely (i) to receive its pro rata share of the
underlying Securities in kind, (ii) to receive cash upon liquidation of its pro
rata share of the underlying Securities, or (iii) to invest the amount of cash
it will receive upon the liquidation of its pro rata share of the underlying
Securities in units of a future series of the Trusts (if one is offered) at a
reduced sales charge. A Unitholder that chooses option (i) should be treated as
merely exchanging its undivided pro rata ownership of Securities held by the
Trusts for sole ownership of a proportionate share of Securities, and therefore
the transaction should be tax free to the extent the Securities are received.

Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on unrelated business taxable income. Unrelated business taxable income is
income from a trade or business regularly carried on by the tax-exempt entity
that is unrelated to the entity's exempt purpose. Unrelated business taxable
income generally does not include dividend or interest income or gain from the
sale of investment property, unless such income is derived from

B-22
<PAGE>

property that is debt-financed or is dealer property. A tax-exempt entity's
dividend income from the Trusts and gain from the sale of Units in the Trusts
or the Trusts' sale of Securities is not expected to constitute unrelated
business taxable income to such tax-exempt entity unless the acquisition of the
Unit itself is debt-financed or constitutes dealer property in the hands of the
tax-exempt entity.

Prospective investors are urged to consult their own tax advisers concerning
the Federal, state, local and any other tax consequences of the purchase,
ownership and disposition of Units prior to investing in the Trusts.

OTHER MATTERS

LEGAL OPINIONS. The legality of the Units offered hereby and certain matters
relating to Federal tax law have been passed upon by Paul, Hastings, Janofsky &
Walker LLP, 399 Park Avenue, New York, New York 10022 as counsel for the
Sponsor. Emmet, Marvin & Martin, LLP, 120 Broadway, New York, New York 10271
have acted as counsel for the Trustee.

PORTFOLIO SUPERVISOR. ING Mutual Funds Management Co. LLC, a Delaware limited
liability company, is a wholly-owned indirect subsidiary of ING Groep N.V. and
is an affiliate of the Sponsor.

INDEPENDENT AUDITORS. The Statements of Financial Condition, including the
Portfolios, are included herein in reliance upon the report of Ernst & Young
LLP, independent auditors, and upon the authority of said firm as experts in
accounting and auditing.

PERFORMANCE INFORMATION. Total returns, average annualized returns or
cumulative returns for various periods of the strategy, the related index and
the Trusts may be included from time to time in advertisements, sales
literature and reports to current or prospective investors. Total return shows
changes in Unit price during the period plus any dividends and capital gains,
divided by the original public offering price. Average annualized returns show
the average return for stated periods of longer than a year. Sales material may
also include an illustration of the cumulative results of like annual
investments in a strategy during an accumulation period and like annual
withdrawals during a distribution period. Figures for actual portfolios will
reflect all applicable expenses and, unless otherwise stated, the maximum sales
charge. No provision is made for any income taxes payable. Similar figures may
be given for the Trusts applying the investment strategies to other indexes.
Returns may also be shown on a combined basis. Trust performance may be
compared to performance on a total return basis of the NASDAQ, NYSE or similar
exchanges, as well as the DJIA, S&P 500 Index or other similar indices. In
addition, total return comparisons may be made to performance data from Lipper
Analytical Services, Inc., Morningstar Publications, Inc., Standard & Poor's
Institutional Market Services and Center for Research in Security Prices (CRSP)
at the University of Chicago or from publications such as The Wall Street
Journal, Money, The New York Times, U.S. News and World Report, Business Week,
Forbes or Fortune. As with other performance data, performance comparisons
should not be considered representative of the Trusts' relative performance for
any future period.

Pending the approval of the National Association of Securities Dealers
Regulation, the Sponsor may also include, in advertisements, sales literature
and reports to current or prospective investors, the performance of
hypothetical portfolios to which the Sponsor has applied the same investment
objectives and selection strategies, as well as back-tested data of the
historical performance of such strategies, as described in "The Trusts--The
Securities" and which the Sponsor intends to apply to the selection of
securities for the Trusts. This performance information is intended to
illustrate each of the Trust's strategies and should not be interpreted as
indicative of the future performance of the Trusts.

B-23
<PAGE>

No person is authorized to give any information or to make any
representations not contained in this Prospectus and you should not rely on any
other information. The Trusts are registered as a unit investment trust under
the Investment Company Act of 1940. Such registration does not imply that the
Trusts or any of its Units have been guaranteed, sponsored, recommended or
approved by the United States or any state or any agency or officer thereof.

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

Table of Contents

<TABLE>
<CAPTION>
Title Page
----- ----
<S> <C>
PART A
Investment Summary......................................................... A-2
Fee Table.................................................................. A-7
Summary of Essential Information........................................... A-8
Statements of Financial Condition.......................................... A-11
Portfolio.................................................................. A-12
Report of Independent Auditors............................................. A-15
PART B
The Trusts................................................................. B-1
Risk Considerations........................................................ B-5
Public Sale of Units....................................................... B-8
Rights of Unitholders...................................................... B-10
Liquidity.................................................................. B-12
Administration of the Trusts............................................... B-14
Trust Expenses and Charges ................................................ B-19
Reinvestment Plan.......................................................... B-20
Tax Status................................................................. B-21
Other Matters.............................................................. B-23
</TABLE>

This Prospectus does not contain all of the information set forth in the
registration statement, filed with the SEC, Washington, D.C., under the
Securities Act of 1933 (file no. 333- ), and the Investment Company Act of
1940 (file no. 811-08945), and to which reference is made. Information may be
reviewed and copied at the Commission's Public Reference Room, and information
on the Public Reference Room may be obtained by calling the SEC at 1-202-942-
8090. Copies may be obtained from the SEC by:

. visiting the SEC Internet address: http://www.sec.gov
. electronic request (after paying a duplicating fee) at the following E-
mail address: [email protected]
. writing: Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549-6009

----------------
The Pinnacle
Family of Trusts
----------------

Broader Market Trust Series I
Industrial Trust Series VII
Technology Trust Series VII

(A Unit Investment Trust
comprised of three separate portfolios)

PROSPECTUS

DATED: OCTOBER , 2000

SPONSOR:

ING FUNDS DISTRIBUTOR, INC.
230 Park Avenue
New York, New York 10169
(212) 309-8650

TRUSTEE:

THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10286

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

This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful to
make such offer in such state.
<PAGE>

PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A--BONDING ARRANGEMENTS

The employees of ING Distributor, Inc. are covered under Brokers' Blanket
Policy, Standard Form 14, in the amount of $2,000,000.

ITEM B--CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers and
documents:

The facing sheet on Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-
Reference Sheets to the Registration Statements of McLaughlin, Piven,
Vogel Family of Trusts, McLaughlin, Piven, Vogel Industrial Trust and
McLaughlin, Piven, Vogel Technology Trust filed on March 5, 1999, and
McLaughlin, Piven, Vogel Family of Trusts, Pinnacle Trust filed on
August 7, 1998.)
The Prospectus consisting of pages.
Undertakings.
Signatures.

Written consents of the following persons:

Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 3.1)
Ernst & Young LLP

The following exhibits:

<TABLE>
<C> <S>
99.1.1 -- Reference Trust Agreements including certain amendments to the
Trust Indenture and Agreement referred to under Exhibit 99.1.1.1
below (filed as Exhibit 1.1 to Amendment No. 1 to Form S-6
Registration Statement No. 333-34098 of The Pinnacle Family of
Trusts, Industrial Trust Series V and Technology Trust Series V
on April 20, 2000 and incorporated herein by reference).
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as Exhibit 1.1.1 to
Amendment No. 2 to Form S-6 Registration Statement No. 333-31048
of The Pinnacle Family of Trusts, Internet Trust Series on March
28, 2000 and incorporated herein by reference).
99.1.3.5 -- Articles of Incorporation and Articles of Amendment of ING Funds
Distributor, Inc. (filed as Exhibit 99.1.3.5 to Amendment No. 2
to the Form S-6 Registration Statement No. 333-31048 of The
Pinnacle Trust, Internet Trust Series I on March 28, 2000 and
incorporated herein by reference).
99.1.3.6 -- By-Laws of ING Funds Distributor, Inc. (filed as Exhibit
99.1.3.6 to Amendment No. 2 to the Form S-6 Registration
Statement No. 333-31048 of The Pinnacle Trust, Internet Trust
Series I on March 28, 2000 and incorporated herein by
reference).
*99.3.1 -- Opinion of Paul, Hastings, Janofsky & Walker LLP as to the
legality of the securities being registered, including their
consent to the filing thereof and to the use of their name under
the headings "Tax Status" and "Legal Opinions" in the
Prospectus, and to the filing of their opinion regarding tax
status of the Trust.
</TABLE>
--------
* To be filed by Amendment.

II-1
<PAGE>

<TABLE>
<C> <S>
99.6.0 -- Power of Attorney of ING Funds Distributor, Inc., the Depositor,
by its officers and a majority of its Directors (filed as Exhibit
99.6.0 to Form S-6 Registration Statement No. 333-31048 of The
Pinnacle Trust, Internet Trust Series I on February 24, 2000 and
incorporated herein by reference).
</TABLE>

II-2
<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
The Pinnacle Family of Trusts, Broader Market Trust Series I, Industrial Trust
Series VII and Technology Trust Series VII has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of New York and State of New York on the 18th day of
September, 2000.

THE PINNACLE FAMILY OF TRUSTS,
BROADER MARKET TRUST SERIES I
INDUSTRIAL TRUST SERIES VII
TECHNOLOGY TRUST SERIES VII
(Registrants)

ING FUNDS DISTRIBUTOR, INC. (Depositor)

PETER J. DEMARCO
By _____________________________________
Peter J. DeMarco
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons, who constitute the
principal officers and a majority of the directors of ING Funds Distributor,
Inc., the Depositor, in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<C> <S> <C>
Donald E. Brostrom Chief Financial Officer, Treasurer and
Director
Eric M. Rubin Director September 18, 2000
</TABLE>

PETER J. DEMARCO
By _____________________________________
Peter J. DeMarco
as Senior Vice President
and Attorney-In-Fact*

--------
* An executed copy of the Power of Attorney was filed as Exhibit 99.6.0 to Form
S-6 Registration Statement No. 333-31048 on February 24, 2000.

II-3
<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference made to our firm under the Caption "Independent
Auditors" in Part B of the Prospectus and to the use of our report dated
, 2000, in this Registration Statement (Form S-6 No. 333- ) of The
Pinnacle Family of Trusts, Broader Market Trust Series I, Industrial Trust
Series VII and Technology Trust Series VII.

Ernst & Young LLP

New York, New York
, 2000

II-4