N-CSRS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-8817
ING Equity Trust
(Exact name of registrant as specified in charter)
7337 E. Doubletree Ranch Rd., Scottsdale, AZ					85258
(Address of principal executive offices)					(Zip code)
CT Corporation System, 101 Federal Street, Boston, MA 02110
(Name and address of agent for service)
Registrant’s telephone number, including area code:				1-800-992-0180
Date of fiscal year end:	May 31
Date of reporting period:		June 1, 2006 to November 30, 2006

ITEM 1.REPORTS TO STOCKHOLDERS.

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):

Funds

Semi-Annual Report

November 30, 2006

Classes A, B, C and Q

Equity Index Fund

n  ING Index Plus LargeCap Equity Fund
(formerly, ING Principal Protection Fund)

Principal Protection Funds

n  ING Principal Protection Fund II

n  ING Principal Protection Fund III

n  ING Principal Protection Fund IV

n  ING Principal Protection Fund V

n  ING Principal Protection Fund VI

n  ING Principal Protection Fund VII

n  ING Principal Protection Fund VIII

n  ING Principal Protection Fund IX

n  ING Principal Protection Fund X

n  ING Principal Protection Fund XI

n  ING Principal Protection Fund XII

This report is submitted for general information to shareholders of the ING Funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the funds' investment objectives, risks, charges, expenses and other information. This information should be read carefully.

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TABLE OF CONTENTS

President's Letter	1
Market Perspective	2
Portfolio Managers' Report	4
Investment Strategy and Principal Risks	20
Shareholder Expense Examples	23
Statements of Assets and Liabilities	28
Statements of Operations	34
Statements of Changes in Net Assets	37
Financial Highlights	43
Notes to Financial Statements	58
Portfolios of Investments	74
Advisory Contract Approval Discussion	143

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PRESIDENT'S LETTER

Dear Shareholder,

In its recent meetings, the Federal Reserve Board (the "Fed") ceased its two-year trend of raising interest rates. That trend — a string of 17 consecutive interest rate hikes — was seen by many analysts as a sign that the Fed was concerned about containing inflation.

Now, the Fed is choosing to neither raise nor lower interest rates, which puts us in the midst of what economists refer to as a "plateau." Historically, there have been six similar plateaus since 1982 and during four of those periods the Standard & Poors 500^® Composite Stock Price Index ("S&P 500^® Index") rose significantly during plateau periods.

It has been an interesting — if not unpredictable — year for equity investors. In May of 2006, the S&P 500^® Index hit a five-year high that surprised many at the time because we were in a climate of slumping housing prices and escalating interest rates. This was followed by a slight correction and market drift for a couple of months. A strong rally has been experienced in the second half of the year driven in part by the dollar decline and the more stable interest rate environment. Many economists believe that these conditions will be positive for the stock market for the next twelve months.

Whatever the future holds, we at ING Funds continue to work hard to provide you, the investor, with an array of investment choices that enable you to build a smart and diversified portfolio. We also continue to expand and improve our customer service department to ensure that your needs are met promptly and that we indeed continue to make attaining your future goals easier.

On behalf of everyone here at ING Funds, I thank you for your continued support.

Sincerely,

Shaun P. Mathews
President
ING Funds

December 18, 2006

The views expressed in the President's Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and ING Funds disclaims any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for an ING Fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any ING Fund. Reference to specific company securities should not be construed as recommendations or investment advice.

For more complete information, or to obtain a prospectus on any ING fund, please call your Investment Professional or ING Funds Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully before investing. Consider the fund's investment objectives, risks, charges and expenses. The prospectus contains this information and other information about the fund. Check with your Investment Professional to determine which funds are available for sale within their firm. Not all funds are available for sale at all firms.

1

MARKET PERSPECTIVE: SIX MONTHS ENDED NOVEMBER 30, 2006

In our report for the last fiscal year, we described how, three weeks before it ended, investors suddenly took fright that inflation fighting central bankers would raise interest rates by too much and strangle global growth. We asked whether the sharp correction was just that, or the start of something big. In the end it proved to be the former, but it was not until nearly mid-October that the May 9, 2006 high was recaptured with most markets adding to their gains from there. For the first six months ended November 30, 2006, global stocks according to the Morgan Stanley Capital International ("MSCI") World Index^SM(1) with net reinvested divi dends rose 10.9%. In currencies the dollar was mixed, gaining 2.8% against the yen, but losing 3.4% against the euro and 5.2% to the pound sterling after these currencies surged in late November.

U.S. equities in the form of the Standard & Poors 500^® Composite Stock Price Index ("S&P 500^® Index")⁽²⁾, returned 11.3% including dividends in the six months ended November 30, 2006. Stocks had actually become cheaper in the last 12 months as corporate profits had been rising faster than prices. However, for a time, investors seemed only to have eyes for interest rates. After sixteen consecu tive interest rate increases since June 2004, a barrage of hawkish rhetoric from the Federal Open Market Committee ("FOMC") in May had sent stocks reeling. The problem was that the economy was already cooling, evidenced especially by a slumping housing market that had driven much of the consumer spending in the last few years, spending that was now also under threat from record oil prices. By June 13, 2006, the market had fallen by 7.7% from its highest level. However, the seventeenth interest rate increase on June 29, 2006, was accompanied by balanced language, reviving hopes that the FOMC might at last be finished raising interest rates. A tentative recovery was interrupted when renewed conflict in the Middle East sent the price of a barrel of oil to another all-time peak on July 14, 2006. Nevertheless, peace of sorts ultimately returned and as summer driving demand and the hurricane damage threat subsided, the oil price dropped as much as 27% from its pinnacle and spent much of November below $60 per bar rel. The FOMC refrained from raising interest rates on August 8 and again took no action in September and October, although its members frequently felt the need to remind us that inflation was still uncomfortably elevated. Housing data continued to deteriorate and in October new and existing home prices were falling at the fastest rate in decades, while the stock of unsold homes rose through November. Gross Domestic Product ("GDP") growth in the third calendar quarter slowed to 2.2% and Wal-Mart reported its first decline in same store sales in over ten years. So in the face of all this gloom, why were stocks in a clear up-trend to a six-year high by the last days of November? For one thing, the pull back in oil prices promised to leave more money in the pockets of consumers. Interest rates were now falling fast at the long end, which made stocks look relatively more attractive and raised the present value of future corporate profits. Speaking of which, corporate profits registered their thirteenth straight quarter of double-digit year-over-year growth and for the economy as a whole, reached 12.44% of GDP, the biggest share since the 1950s. Despite the worrying news, equity investors saw this market as a glass that was distinctly half-full.

The main international markets also advanced, based on MSCI indices in local currencies including net dividends. Sustained growth and an end to inflation had pushed Japan to almost a 15-year high in April. As in the U.S., stocks had been falling as our fiscal year started, on U.S. interest rate fears combined with signals from the Bank of Japan, followed by the reality on July 14, that local interest rates would rise for the first time in six years. The economic data were still mostly positive, but getting past their prime. By the end of November, household spending was falling fast and the government lowered its evaluation of the economy for the first time in nearly two years. For the six months, the market rose 3.8%. European ex UK markets had been supported by broadly based mergers and acquisitions amid clear signs of improving growth and employment. But from their May 9 top, events in the U.S. and a 25 basis point increase in euro interest rates as inflation remained stubbornly above 2%, sent stocks down 6.9% by mid-June. From there however, markets turned around smartly, even as the European Central Bank raised rates on two more occasions. Business confidence was strong and unemployment fell to the lowest in five years. Merger and acquisition activity rolled on, heartening investors while suggesting that stocks were not particularly expensive. For the half-year, markets touched January 2001 levels and added 11.8% for the six months. UK equities had been boosted by the large acquisition-prone fin ancial sector, as well as the sizeable energy and vibrant materials sectors. The reversal in the latter two exacerbated the global retrenchment brought on by

2

MARKET PERSPECTIVE: SIX MONTHS ENDED NOVEMBER 30, 2006

interest rate worries after May 9 and UK stocks sank 9.3% by mid-June. As in Japan and the Eurozone, the Bank of England raised rates, twice to 5%, as inflation climbed above target, GDP growth returned to trend, and house prices, an important demand generator, continued their recovery. This re-energized investors and led again by financials, the market surpassed its best levels of 2006, revisited those of December 2000 and finished up 7.7% for the half-year.

⁽¹⁾ The MSCI World^® Index is an unmanaged index that measures the performance of over 1,400 securities listed on exchanges in the U.S., Europe, Canada, Australia, New Zealand and the Far East.

⁽²⁾ The Standard & Poor's 500^® Composite Stock Price Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

All indices are unmanaged and investors cannot invest directly in an index.

Past performance does not guarantee future results. The performance quoted represents past performance. Investment return and principal value of an investment will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The Funds' performance is subject to change since the period's end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.ingfunds.com to obtain performance data current to the most recent month end.

Market Perspective reflects the views of the ING Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.

3

ING INDEX PLUS LARGECAP EQUITY FUND

PORTFOLIO MANAGERS' REPORT

The ING Index Plus LargeCap Equity Fund (the "Fund") seeks to outperform the total return of the Standard & Poor's 500^® Composite Stock Price Index ("S&P 500^® Index"), while maintaining a risk profile consistent with the index. The Fund is managed by Omar Aguilar, Ph.D. and Vincent Costa, CFA, Portfolio Managers, of ING Investment Management Co. — the Sub-Adviser.⁽¹⁾

Performance: For the six months ended November 30, 2006, the Fund's Class A shares, excluding sales charges, provided a total return of 6.43% compared to the S&P 500^® Index and the Lehman Brothers 1-3 Year Government Index ("LB 1-3 Gov Index"), which returned 11.33% and 3.17%, respectively, for the same period.

Portfolio Specifics: Previously, under the Principal Protection Funds' strategy, the Fund's performance was driven by a combination of returns attributable to both equity and bond portfolios and the impact of the asset allocation between the two components. Between May 31, and October 11, the Fund's Fixed-Income Component underperformed the LB 1-3 Gov. Index. The Fund was overweight agency securities which helped performance over the period. However, the Fixed-Income Component also had a shorter duration than the index, which was the major reason for underperformance. Shorter duration agencies and Treasuries underperformed longer duration issues over the period. The Fund's Equity Component outperformed the S&P 500^® Index due mainly to the positive impact of security selection, especially in information technology, health care and energy. This was somewhat offset by security selection in financials, which acted as a drag. Sector allocations had a slight negative impact on the Equity Component, mainly due to our overweight in energy. However, our underweight industrials position helped to partially offset the negative impact of these allocations.

During the period October 12 to November 30, returns attributable to economic sector choices were about even with the index, while returns from stock selection were unfavorable, which together detracted slightly from performance. In terms of our sector decisions, we were slightly underweight industrial stocks, which performed poorly and overweight energy, which benefited the Fund. A positive contribution to performance also came from an underweight allocation to health care. While most other sector positions were either flat or did not add value, an overweight position in financials acted as a slight drag. Unfortunately, security selection in general hurt the Fund. Selection in industrials, financials and telecommunication services particularly offset the gain we made through sector allocation. Turning to the Fund's individual security positions, an overweight in Exxon Mobil, the world's largest publicly traded integrated oil and gas company , was one of the main contributors to performance. Several other overweight energy positions including Halliburton, Chevron Corp and Marathon Oil also helped. By comparison, an underweight position in Apple Computer, a leading personal computer, software, peripherals and portable digital music player manufacturer, hurt the Fund's relative performance. An overweight position in Motorola, a U.S.-based multinational communications company, also detracted from relative performance.

Current Strategy and Outlook: Our research builds structured stock funds with fundamental characteristics that we believe will translate into a performance advantage over the benchmark. We believe our analysis positions the Fund to capitalize on high-quality companies with superior business momentum, earnings growth and attractive valuations. As of November 30, 2006, the Fund was overweight financials and energy and underweight consumer staples and industrials. However, our exposures to economic sectors are a function of individual stock selection and by design quite close to the S&P 500^® Index.

⁽¹⁾ Effective October 12, 2006, the Fund changed its name from ING Principal Protection Fund to ING Index Plus LargeCap Equity Fund. Prior to October 12, 2006, the Fund had a different investment objective and different principal investment strategies.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

Top Ten Holdings*
as of November 30, 2006
(as a percent of net assets)

ExxonMobil Corp.	4.6	%
General Electric Co.	2.8	%
Citigroup, Inc.	2.7	%
Bank of America Corp.	2.7	%
JPMorgan Chase & Co.	2.0	%
Microsoft Corp.	2.0	%
Cisco Systems, Inc.	1.9	%
Chevron Corp.	1.8	%
International Business Machines Corp.	1.7	%
Procter & Gamble Co.	1.4	%

*Excludes short-term investments related to repurchase agreement.

Portfolio holdings are subject to change daily.

4

PORTFOLIO MANAGERS' REPORT

ING INDEX PLUS LARGECAP EQUITY FUND

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			5 Year			Since Inception of Guarantee Period October 12, 2001
Including Sales Charge:
Class A(1)		1.48	%		1.42	%		1.57	%
Class B(2)		1.82	%		1.31	%		1.98	%
Class C(3)		5.95	%		1.89	%		2.00	%
Class Q		7.65	%		2.70	%		2.83	%
Excluding Sales Charge:
Class A		7.70	%		2.64	%		2.75	%
Class B		6.82	%		1.87	%		1.98	%
Class C		6.95	%		1.89	%		2.00	%
Class Q		7.65	%		2.70	%		2.83	%
S&P 500® Index(4)		14.23	%		6.08	%		7.80	%(6)
LB 1-3 Gov Index(5)		4.49	%		2.98	%		3.02	%(6)

The table above illustrates the total return of ING Index Plus LargeCap Equity Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾ Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾ Reflects deduction of the Class B deferred sales charge of 5% and 2%, respectively, for the 1 year and 5 year returns.

⁽³⁾ Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾ The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾ The LB 1-3 Gov Index is an unmanaged index comprised of all issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾ Since inception performance for the index is shown from October 1, 2001.

5

ING PRINCIPAL PROTECTION FUNDS

PORTFOLIO MANAGERS' REPORT

During the Guarantee Period, the Principal Protection Funds ("PPF") seek to participate in favorable equity market conditions while preserving at least the principal amount of each PPF Fund, as of the inception of the Guarantee Period. After the five year Guarantee Period, the Index Plus LargeCap Period begins. During this Period, the PPFs will seek to outperform the total return performance of the Standard & Poor's 500^® Composite Stock Price Index ("S&P 500^® Index"), while maintaining a risk profile consistent with the S&P 500^® Index. At the end of the Guarantee Period, the guarantee will no longer apply. Each PPF is managed by the following Portfolio Management Team with ING Investment Management Co. ("ING IM") the Sub-Adviser:

Asset Allocation: Mary Ann Fernandez, CFA, Senior Vice President, ING IM, serves as strategist for the PPFs and is responsible for overseeing overall PPF strategy and the allocation of PPF Assets between the Equity and Fixed components.

Equity Component*: Omar Aguilar, Ph.D., Portfolio Manager and Vincent Costa, Portfolio Manager, co-manage the Equity Component.

Fixed Component: James B. Kauffmann, Portfolio Manager.

Note: The PPFs are closed to new deposits.

Performance: Listed below are the Class A share total returns of each PPF, excluding sales charges, the S&P 500^® Index⁽¹⁾ and the Lehman Brothers 1-3 Year Government Index⁽²⁾ ("LB 1-3 Gov Index") for the six months ended November 30, 2006:

PPF II	3.36	%
PPF III	3.62	%
PPF IV	5.93	%
PPF V	5.07	%
PPF VI	4.87	%
PPF VII	4.84	%
PPF VIII	5.59	%
PPF IX	6.13	%
PPF X	6.47	%
PPF XI	6.17	%
PPF XII	6.03	%
S&P 500 Index(1)	11.33	%
LB 1-3 Gov Index(2)	3.17	%

*  Effective December 31, 2006, Douglas Coté resigned from ING Investment Management Co.

⁽¹⁾  The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽²⁾  The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

An investor cannot invest directly in an index.

Portfolio Specifics: PPF performance is driven by a combination of returns on the equity portfolio, returns on the bond portfolio, and the asset allocation between the two components. The asset allocation process seeks to participate in rising equity markets and protect principal on the downside. Stocks are more volatile than bonds, an important consideration in the asset allocation process. Other factors, such as the current level of interest rates, time remaining to the maturity date, and the ratio of current assets to the underlying guarantee amount are also important. The PPFs' allocations to equities and fixed income are dependent on these factors and the path they take over the guarantee period. In general, when the time left to maturity is short, or the ratio of assets to the guarantee amount is low, asset allocation will tend to be conservative in o rder to protect principal from losses. All other factors being equal, the PPFs generally buy equities (and sell bonds) when the equity market rises and sell equities (and buys bonds) as the equity market declines. The use of the fixed income component reduces the Funds' ability to participate as fully in upward moving equity markets.

6

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUNDS

Principal Protection Funds ("Funds") II-VII

The Funds' performance is driven by a combination of returns attributable to the equity and bond portfolios and the impact of the asset allocation between the two components. The asset allocation process seeks to participate in rising equity markets while protecting principal on the downside. It is accepted that historically stocks have been more volatile than bonds, and this is an important consideration in the asset allocation process. Other factors, such as the current level of interest rates, time remaining to maturity date, and the ratio of current assets to the underlying guarantee amount are also important. The Funds' allocation to equities and fixed income is dependent on these factors and the path they take over the Guarantee Period. In general, when the time left to maturity is short, or the ratio of assets to the guarantee amount is low, asset allocation will tend to be conservative in order to protect principal. All other factors being equal, the Funds generally buy equities (and sell bonds) when the equity market rises and sell equities (and buy bonds) as the equity market declines. The fixed income allocation reduces the Funds' ability to participate as fully in rising equity markets.

The Funds' Fixed-Income Component underperformed the LB 1-3 Gov. Index. The Funds' were overweight agency securities which helped performance over the period. However, the Fixed-Income Component also had a shorter duration than the index, which was the major reason for underperformance. Shorter duration agencies and treasuries underperformed longer duration issues over the period.

The Funds' Equity Component outperformed the S&P 500^® Index due mainly to the positive impact of security selection, especially in information technology, healthcare and energy. This was somewhat offset by security selection in financials and consumer discretionary, which acted as a drag. Examples of stocks that helped included overweight positions in Exxon Mobil Corp. and Cisco Systems, Inc. By comparison, underweight positions in Apple Computer and Time Warner, Inc. hurt performance. Sector allocations had a slight negative impact on the Equity Component, due mainly to our overweight in financials and underweight in telecoms. However, our underweight industrials position helped to partially offset the negative impact of these allocations. Our overall sector exposures are by desig n quite close to the S&P 500^® Index so that nearly all of our relative performance is driven by individual stock selection.

Principal Protection Funds ("Funds") VIII-XII

The Funds' performance is driven by a combination of returns attributable to the equity and bond portfolios and the impact of the asset allocation between the two components. The asset allocation process seeks to participate in rising equity markets while protecting principal on the downside. It is accepted that historically stocks have been more volatile than bonds, and this is an important consideration in the asset allocation process. Other factors, such as the current level of interest rates, time remaining to maturity date, and the ratio of current assets to the underlying guarantee amount are also important. The Funds' allocation to equities and fixed income is dependent on these factors and the path they take over the Guarantee Period. In general, when the time left to maturity is short, or the ratio of assets to the guarantee amount is low, asset allocation will tend to be conservative in order to protect principal. All other factors being equal, the Funds generally buy equities (and sells bonds) when the equity market rises and sells equities (and buys bonds) as the equity market declines. The fixed income allocation reduces the Funds' ability to participate as fully in rising equity markets.

The Funds' Fixed-Income Component underperformed the LB 1-3 Gov. Index. The Funds' were overweight agency securities which helped performance over the period. However, the strategy also had a shorter duration than the index, which was the major reason for underperformance. Shorter duration agencies and treasuries underperformed longer duration issues over the period.

The Funds' Equity Component outperformed the S&P 500^® Index due mainly to the positive impact of security selection, especially in information technology, healthcare and energy. This was somewhat offset by security selection in financials and consumer discretionary, which acted as a drag. Examples of stocks that helped included overweight positions in Exxon Mobil Corp. and Cisco Systems, Inc. By comparison, underweight positions in Apple Computer and Time Warner hurt performance. Sector allocations had a slight negative impact on the Equity Component, due mainly to our overweight in financials and underweight in telecoms. However, our underweight industrials position helped to partially offset the negative impact of these allocations. Our overall sector exposures are by design quit e close to the S&P 500^® Index so that nearly all of our relative performance is driven by individual stock selection.

7

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUNDS

Presented below is the asset allocation for each Fund as of November 30, 2006 as presented in the accompanying Portfolio of Investments as a percentage of net assets.

Asset Allocation
as of November 30, 2006
(as a percent of net assets)

	Fixed Income			Common Stock			Other Assets and Liabilities
PPF II		83.6	%		17.0	%		(0.6	)%
PPF III		77.6	%		22.9	%		(0.5	)%
PPF IV		48.7	%		51.7	%		(0.4	)%
PPF V		58.8	%		41.6	%		(0.4	)%
PPF VI		61.1	%		39.3	%		(0.4	)%
PPF VII		63.2	%		37.3	%		(0.5	)%
PPF VIII		58.1	%		42.6	%		(0.7	)%
PPF IX		53.3	%		47.3	%		(0.6	)%
PPF X		50.0	%		50.3	%		(0.3	)%
PPF XI		53.6	%		46.7	%		(0.3	)%
PPF XII		58.0	%		42.2	%		(0.2	)%

Outlook and Current Strategy: A weak housing market, coupled with the lagged effect of 17 rate hikes by the U.S. Federal Reserve Board ("Fed") has slowed the U.S. economy. Going forward, we expect gross domestic product growth to be moderate, with output expanding at a slightly below-trend rate, as residential investment declines, while lower gasoline prices and credit conditions should help mitigate the spillover effects from the weakening housing market. Our view is that the economy is in a mid-cycle slowdown with a low likelihood of recession. Yields have fallen across the curve, and the inversion of the U.S. Treasury yield curve has become much more pronounced between one and three years suggesting growing confidence in eventual Fed easing. There are still some contradicting signals affecting the capital markets. The equities market surpassed a post 9/1 1 high during the period, while at the same time slower growth and lower inflation metrics have sent interest rates to their lowest levels in almost 11 months.

Allocation between equities and fixed income are dependent on our quantitative asset allocation model, which uses the factors mentioned above not on a qualitative evaluation of bonds versus equities.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

8

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND II

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period February 1, 2002
Including Sales Charge:
Class A(1)		(1.58	)%		0.56	%
Class B(2)		(1.44	)%		0.43	%
Class C(3)		2.56	%		1.01	%
Excluding Sales Charge:
Class A		4.40	%		1.80	%
Class B		3.56	%		1.02	%
Class C		3.56	%		1.01	%
S&P 500® Index(4)		14.23	%		6.43	%
LB 1-3 Gov Index(5)		4.49	%		3.02	%

The table above illustrates the total return of ING Principal Protection Fund II against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾ Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾ Reflects deduction of the Class B deferred sales charge of 5% and 3%, respectively, for the 1 year and since inception returns.

⁽³⁾ Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾ The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾ The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

9

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND III

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period June 6, 2002
Including Sales Charge:
Class A(1)		(1.60	)%		0.76	%
Class B(2)		(1.37	)%		0.69	%
Class C(3)		2.74	%		1.34	%
Excluding Sales Charge:
Class A		4.38	%		2.10	%
Class B		3.63	%		1.33	%
Class C		3.74	%		1.34	%
S&P 500® Index(4)		14.23	%		8.17	%(6)
LB 1-3 Gov Index(5)		4.49	%		2.93	%(6)

The table above illustrates the total return of ING Principal Protection Fund III against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expense. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾ Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾ Reflects deduction of the Class B deferred sales charge of 5% and 3%, respectively, for the 1 year and since inception returns.

⁽³⁾ Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾ The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾ The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾ Since inception performance for the index is shown from June 1, 2002.

10

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND IV

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period October 8, 2002
Including Sales Charge:
Class A(1)		0.50	%		2.56	%
Class B(2)		0.83	%		2.60	%
Class C(3)		4.78	%		3.25	%
Class Q		6.61	%		4.10	%
Excluding Sales Charge:
Class A		6.64	%		4.04	%
Class B		5.83	%		3.26	%
Class C		5.78	%		3.25	%
Class Q		6.61	%		4.10	%
S&P 500® Index(4)		14.23	%		15.97	%(6)
LB 1-3 Gov Index(5)		4.49	%		2.35	%(6)

The table above illustrates the total return of ING Principal Protection Fund IV against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expense. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾ Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾ Reflects deduction of the Class B deferred sales charge of 5% and 3%, respectively, for the 1 year and since inception returns.

⁽³⁾ Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾ The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾ The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾ Since inception performance for the index is shown from October 1, 2002.

11

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND V

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period January 23, 2003
Including Sales Charge:
Class A(1)		(0.46	)%		1.70	%
Class B(2)		(0.11	)%		1.58	%
Class C(3)		3.80	%		2.52	%
Excluding Sales Charge:
Class A		3.46	%		3.28	%
Class B		2.68	%		2.56	%
Class C		2.66	%		2.52	%
S&P 500® Index(4)		14.23	%		15.81	%(6)
LB 1-3 Gov Index(5)		4.49	%		2.31	%(6)

The table above illustrates the total return of ING Principal Protection Fund V against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charge and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾ Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾ Reflects deduction of the Class B deferred sales charge of 5% and 4%, respectively, for the 1 year and since inception returns.

⁽³⁾ Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾ The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾ The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾ Since inception performance for the index is shown from February 1, 2003.

12

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND VI

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period April 24, 2003
Including Sales Charge:
Class A(1)		(0.82	)%		1.32	%
Class B(2)		(0.42	)%		1.20	%
Class C(3)		3.55	%		2.22	%
Excluding Sales Charge:
Class A		5.26	%		3.00	%
Class B		4.58	%		2.26	%
Class C		4.55	%		2.22	%
S&P 500® Index(4)		14.23	%		14.62	%(6)
LB 1-3 Gov Index(5)		4.49	%		2.23	%(6)

The table above illustrates the total return of ING Principal Protection Fund VI against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expense. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾  Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾  Reflects deduction of the Class B deferred sales charge of 5% and 4%, respectively, for the 1 year and since inception returns.

⁽³⁾  Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾  The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾  The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾  Since inception performance for the index is shown from May 1, 2003.

13

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND VII

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period June 30, 2003
Including Sales Charge:
Class A(1)		(0.89	)%		0.93	%
Class B(2)		(0.57	)%		0.77	%
Class C(3)		3.41	%		1.89	%
Excluding Sales Charge:
Class A		5.20	%		2.69	%
Class B		4.43	%		1.91	%
Class C		4.41	%		1.89	%
S&P 500® Index(4)		14.23	%		13.25	%(6)
LB 1-3 Gov Index(5)		4.49	%		2.17	%(6)

The table above illustrates the total return of ING Principal Protection Fund VII against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾  Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾  Reflects deduction of the Class B deferred sales charge of 5% and 4%, respectively, for the 1 year and since inception return.

⁽³⁾  Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾  The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾  The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾  Since inception performance for the index is shown from July 1, 2003.

14

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND VIII

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period December 23, 2003
Including Sales Charge:
Class A(1)		(0.30	)%		1.02	%
Class B(2)		0.11	%		1.00	%
Class C(3)		4.04	%		2.28	%
Excluding Sales Charge:
Class A		5.77	%		3.07	%
Class B		5.11	%		2.32	%
Class C		5.04	%		2.28	%
S&P 500® Index(4)		14.23	%		10.23	%(6)
LB 1-3 Gov Index(5)		4.49	%		2.35	%(6)

The table above illustrates the total return of ING Principal Protection Fund VIII against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾  Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾  Reflects deduction of the Class B deferred sales charge of 5% and 4%, respectively, for the 1 year and since inception returns.

⁽³⁾  Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾  The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾  The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾  Since inception performance for the index is shown from January 1, 2004.

15

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND IX

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period April 22, 2004
Including Sales Charge:
Class A(1)		0.39	%		1.48	%
Class B(2)		0.65	%		1.57	%
Class C(3)		4.76	%		3.07	%
Excluding Sales Charge:
Class A		6.51	%		3.81	%
Class B		5.65	%		3.05	%
Class C		5.76	%		3.07	%
S&P 500® Index(4)		14.23	%		11.58	%(6)
LB 1-3 Gov Index(5)		4.49	%		2.63	%(6)

The table above illustrates the total return of ING Principal Protection Fund IX against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾  Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾  Reflects deduction of the Class B deferred sales charge of 5% and 4%, respectively, for the 1 year and since inception returns.

⁽³⁾  Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾  The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾  The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾  Since inception performance for the index is shown from May 1, 2004.

16

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND X

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period August 17, 2004
Including Sales Charge:
Class A(1)		0.47	%		2.04	%
Class B(2)		0.79	%		2.23	%
Class C(3)		4.78	%		3.92	%
Excluding Sales Charge:
Class A		6.61	%		4.72	%
Class B		5.79	%		3.91	%
Class C		5.78	%		3.92	%
S&P 500® Index(4)		14.23	%		13.24	%(6)
LB 1-3 Gov Index(5)		4.49	%		2.56	%(6)

The table above illustrates the total return of ING Principal Protection Fund X against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾  Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾  Reflects deduction of the Class B deferred sales charge of 5% and 4%, respectively, for the 1 year and since inception returns.

⁽³⁾  Reflects deduction of the Class C deferred sales charge of 1% for the since inception return.

⁽⁴⁾  The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾  The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾  Since inception performance for the index is shown from September 1, 2004.

17

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND XI

Average Annual Total Returns for the Periods Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period November 18, 2004
Including Sales Charge:
Class A(1)		0.21	%		0.30	%
Class B(2)		0.50	%		0.55	%
Class C(3)		4.58	%		2.52	%
Excluding Sales Charge:
Class A		6.30	%		3.26	%
Class B		5.50	%		2.49	%
Class C		5.58	%		2.52	%
S&P 500® Index(4)		14.23	%		11.30	%(6)
LB 1-3 Gov Index(5)		4.49	%		3.01	%(6)

The table above illustrates the total return of ING Principal Protection Fund XI against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾  Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾  Reflects deduction of the Class B deferred sales charge of 5% and 4%, respectively, for the 1 year and since inception returns.

⁽³⁾  Reflects deduction of the Class C deferred sales charge of 1% for the since inception return.

⁽⁴⁾  The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾  The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾  Since inception performance for the index is shown from December 1, 2004.

18

PORTFOLIO MANAGERS' REPORT

ING PRINCIPAL PROTECTION FUND XII

Average Annual Total Returns for the Period Ended November 30, 2006
	1 Year			Since Inception of Guarantee Period February16, 2005
Including Sales Charge:
Class A(1)		(0.38	)%		(0.32	)%
Class B(2)		0.00	%		(0.53	)%
Class C(3)		3.95	%		2.28	%
Excluding Sales Charge:
Class A		5.70	%		3.04	%
Class B		5.00	%		2.25	%
Class C		4.95	%		2.28	%
S&P 500® Index(4)		14.23	%		11.12	%(6)
LB 1-3 Gov Index(5)		4.49	%		3.45	%(6)

The table above illustrates the total return of ING Principal Protection Fund XII against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 922-0180 to get performance through the most recent month end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾  Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾  Reflects deduction of the Class B deferred sales charge of 5% for the 1 year and since inception returns.

⁽³⁾  Reflects deduction of the Class C deferred sales charge of 1% for the since inception return.

⁽⁴⁾  The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾  The LB 1-3 Gov Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. Government, or any agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. Government.

⁽⁶⁾  Since inception performance for the index is shown from March 1, 2005.

19

INVESTMENT STRATEGY AND PRINCIPAL RISKS OF PRINCIPAL PROTECTION FUNDS

What is the Investment Strategy During the Guarantee Period?

The PPFs undertake ("Payment Undertaking") that on the Guarantee Maturity Date specified in the Prospectuses, each shareholder will be entitled to redeem his or her shares for an amount no less than the value of that shareholder's account as of the inception of the Guarantee Period, less certain expenses not covered by the Expense Limitation Agreement ("Guaranteed Amount"), provided that all dividends and distributions received from a PPF have been reinvested and no shares have been redeemed. Note: An investor must act on the Guarantee Maturity Date in order to receive the Guaranteed Amount.

The PPFs do not implement an "investment strategy" in any conventional sense. Rather, the PPFs' asset allocation strategy seeks to optimize the exposure of the PPFs to the Equity Component while protecting the PPFs' assets. Assets allocated to the Equity Component may be reduced or eliminated in order to conserve assets at a level equal to or above the present value of the Payment Undertaking. The PPFs allocate their assets among the following asset classes:

•  During the Guarantee Period, the PPFs' assets will be allocated between the:

•  Equity Component, consisting primarily of common stocks included in the S&P 500^® Index and futures contracts on the S&P 500^® Index; and the

•  Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities.

The PPFs' asset allocation strategy is implemented by allocating assets appropriately to the Equity Component and to the Fixed Component to optimize exposure to the Equity Component while controlling the risk that the assets of any Fund would fall below the amount of the Payment Undertaking. Consequently, there can be no assurance as to the percentage of assets, if any, allocated to the Equity Component, or to any investment returns generated by the PPFs.

How Does the Funds' Asset Allocation work?

The Sub-Adviser to the PPFs uses a proprietary computer model to determine on a daily basis the percentage of assets allocated to the Equity Component and to the Fixed Component. The model evaluates a number of factors, including the then current market value of the PPFs, the then prevailing level of interest rates, equity market volatility, the PPFs' total annual expenses, and the Maturity Date. The model determined the initial allocation between the Equity Component and the Fixed Component on the first day of the Guarantee Period and provides direction for any reallocations on a daily basis thereafter.

Equity Component: The PPFs will employ an enhanced index strategy. This means that the PPFs invest at least 80% of the Equity Component's net assets in stocks included in the S&P 500^® Index although the weightings of the stocks will vary somewhat from their respective weightings in the index. The Equity Component may also include up to 20% of its assets in S&P 500^® Index futures contracts. During the Guarantee Period, the PPFs may use futures for hedging purposes or to maintain liquidity to meet Shareholders Redemptions and minimize trading costs, but may only use futures on the S&P 500^® Index and U.S. Treasury securities.

If the Equity Component's market value is $5 million or less, in order to replicate investment in stocks listed on the S&P 500^® Index, the Sub-Adviser may invest the entire amount of the Equity Component's assets in S&P 500^® Index futures, in exchange traded funds ("ETFs"), or in a combination of S&P 500^® Index futures and ETFs, subject to any limitation on the PPFs' investment in such securities (subject to restrictions imposed by the Investment Company Act of 1940, as amended "1940 Act"). ETFs are passively managed investment companies traded on a securities exchange whose goal is to track or replicate a desired index. The Sub-Adviser will not employ an enhanced index strategy when it invests in S&P 500^® Index futures and ETFs.

Fixed Component: The Sub-Adviser looks to select investments for the Fixed Component with financial characteristics that will, at any point in time, closely resemble those of a portfolio of zero coupon bonds which mature within three months of the Guarantee Maturity Date. The Fixed Component will consist primarily of securities issued or guaranteed by the U.S. government and its agencies or instrumentalities of a short- to intermediate duration. Duration refers to the sensitivity of fixed-income securities to interest rate changes.

20

INVESTMENT STRATEGY AND PRINCIPAL RISKS OF PRINCIPAL PROTECTION FUNDS (CONTINUED)

Generally, fixed-income securities with shorter durations are less sensitive to changes in interest rates. These U.S. government securities include Separate Trading of Registered Interest and Principal of Securities ("STRIPS"). STRIPS are created by the Federal Reserve Bank by separating the interest and principal components of an outstanding U.S. Treasury or Agency bond and selling them as individual securities. The Fixed Component may also include corporate bonds rated AA- or higher by Standard & Poor's ("S&P") and/or Aa3 or higher by Moody's Investors Service, Inc., futures on U.S. Treasury securities and money market instruments.

What Are the Principal Guarantee Period Risks?

Allocation Risk: If at the inception of, or at any time during, the Guarantee Period interest rates are low, the PPFs' assets may be largely invested in the Fixed Component in order to decrease the likelihood that a payment would be required under the Payment Undertaking. The effect of low interest rates on the PPFs would likely be more pronounced at the inception of the Guarantee Period, as the initial allocation of assets would include more fixed income securities. In addition, if during the Guarantee Period the equity markets experienced a major decline, the PPFs' assets may become largely invested in the Fixed Component. If the value of the Equity Component were to decline by a significant amount, a complete reallocation to the Fixed Component would likely occur. In the event of a reallocation of 100% of the assets to the Fixed Component, the PPFs would not reallocate any assets into the Equity Component prior to the Maturity Date. Use of the Fixed Component reduces the PPFs' ability to participate as fully in upward equity market movements, and therefore represents some loss of opportunity, or opportunity cost, compared to a portfolio that is fully invested in equities.

Opportunity Costs: The PPFs may allocate a substantial portion, and under certain circumstances all, of the PPF's assets to the Fixed Component in order to conserve the PPFs' assets to a level equal to or above the present value of the Payment Undertaking. Initially, if interest rates are low, the allocation to the Fixed Component may be over 70% of the PPFs' assets. If the market value of the Equity Component rises, the percentage of the PPFs' assets allocated to the Equity Component generally will also rise. However, the relative volatility of these two components as well as the past performance of the PPFs will affect these allocations. For example, if the PPFs incur early losses, the PPFs may allocate 100% of the PPFs' assets to the Fixed Component for the entire Guarantee Period, irrespective of the subsequent upward movements in the equity markets and /or the Equity Component. The extent to which the PPFs participate in upward movements in the Equity Component during the Guarantee Period will depend on the performance of the PPFs, the performance and volatility of the Fixed and Equity Components, interest rates, expenses of the PPFs and other factors. The PPFs might capture a material portion, very little or none of any equity market increase. It is possible that on the Maturity Date, an investor could receive only the Guaranteed Amount even though the equity markets, as well as the Equity Component, has had significant positive performance during the Guarantee Period.

Worse Case Scenarios for the PPFs' Equity Participation: The opportunity cost of not allocating assets to the Equity Component will be particularly high if early in the Guarantee period: (a) the PPFs' net asset value ("NAV") decreases; or (b) the value of the Equity Component declines. In either case, all or substantially all of the PPFs' assets could be allocated to the Fixed Component for the remainder of the Guarantee Period.

Investing in Stocks: The risks associated with investing in stocks include sudden and unpredictable drops in the value of the market as a whole and periods of lackluster or negative performance. The performance of the Equity Component also depends significantly on the Sub-Adviser's skill in determining which securities to overweight, underweight or avoid altogether.

Investing in Bonds: The principal risk associated with investing in bonds is that interest rates may rise, which generally causes bond prices to fall. The market value of a zero coupon bond portfolio (which may include STRIPS) generally is more volatile than the market value of a portfolio of fixed income securities with similar maturities that pay interest periodically. With corporate bonds, there is also a risk that the issuer will default on the payment of principal or interest. Federal tax law requires that a holder of a zero coupon security accrue a portion of the discount at which the security was purchased as taxable income each year, even though the holder receives no interest payment on the security during the year. Because the PPFs must distribute substantially all of their net

21

INVESTMENT STRATEGY AND PRINCIPAL RISKS OF PRINCIPAL PROTECTION FUNDS (CONTINUED)

income (including non-cash income attributable to zero coupon securities) to their shareholders each year for income and excise tax purposes, such accrued discount would also be taken into account in determining the amount of taxable distributions to shareholders. In addition, the PPFs may have to dispose of portfolio securities under disadvantageous circumstances to generate cash, or may be required to borrow, to satisfy their distribution requirements.

Use of Futures: While the use of futures contracts by the PPFs can amplify a gain, it can also amplify a loss. Such a loss can be substantially more money than the actual cost of the investment. In addition, while a hedging strategy can guard against potential risks for the PPFs as a whole, it adds to the PPFs' expense and may reduce or eliminate potential gains. There is also a risk that a futures contract intended as a hedge may not perform as expected.

Risks of Using Derivatives: Certain securities in which the PPFs may invest, including futures contracts, are derivative instruments. In general terms, a derivative instrument is a financial contract whose value is derived, at least in part, from the performance of an underlying asset, interest rate, or index. If the issuer of a derivative does not pay the amount due, the PPFs can lose money on the investment. The underlying investment on which the derivative is based, and the derivative itself, might not perform in the manner the Sub-Adviser expected, which could cause the PPFs' share prices to decline. Markets of underlying securities may move in a direction not anticipated by the Sub-Adviser, which may result in the PPFs' realizing a lower return than expected on an investment.

Transaction Costs and Taxes: The asset allocation process results in additional transaction costs such as brokerage commissions. The process can have an adverse effect on the performance of the PPFs during periods of increased equity market volatility. In addition, a high portfolio turnover rate, which may also have an adverse effect on the performance of the PPFs, may increase the PPFs' transaction costs.

The asset allocation process and sale of fixed income securities in connection with the transition period may also result in the realization of additional gains to the PPFs and may therefore also increase the tax liability of shareholders. The PPFs will distribute any net gains and income to shareholders. Such distributions are taxable to shareholders even if the distributions are reinvested in the Funds.

For further information on the PPFs' investment strategies and principal risks, please refer to your Prospectus and Statement of Additional Information.

22

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b–1) fees; and other Fund expenses. These Examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2006 to November 30, 2006.

Actual Expenses

The first section of the table shown, "Actual Fund Return," provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled "Expenses Paid During the Six Months Ended November 30, 2006" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second section of the table shown, "Hypothetical (5% return before expenses)," provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

ING Index Plus LargeCap Equity Fund	Beginning Account Value June 1, 2006		Ending Account Value November 30, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended November 30, 2006*
Actual Fund Return
Class A	$	1,000.00	$	1,064.30		1.56	%	$	8.07
Class B		1,000.00		1,060.20		2.31			11.98
Class C		1,000.00		1,061.30		2.31			11.78
Class Q		1,000.00		1,064.60		1.49			7.71
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,017.25		1.56	%	$	7.89
Class B		1,000.00		1,013.44		2.31			11.71
Class C		1,000.00		1,013.64		2.31			11.51
Class Q		1,000.00		1,017.60		1.49			7.54

*  Expenses are equal to each Fund's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half year.

23

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Principal Protection Fund II	Beginning Account Value June 1, 2006		Ending Account Value November 30, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended November 30, 2006*
Actual Fund Return
Class A	$	1,000.00	$	1,033.60		1.64	%	$	8.36
Class B		1,000.00		1,029.50		2.39			12.16
Class C		1,000.00		1,029.40		2.39			12.16
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,016.85		1.64	%	$	8.29
Class B		1,000.00		1,013.09		2.39			12.06
Class C		1,000.00		1,013.09		2.39			12.06
ING Principal Protection Fund III
Actual Fund Return
Class A	$	1,000.00	$	1,036.20		1.65	%	$	8.42
Class B		1,000.00		1,032.10		2.40			12.23
Class C		1,000.00		1,033.00		2.40			12.23
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,016.80		1.65	%	$	8.34
Class B		1,000.00		1,013.04		2.40			12.11
Class C		1,000.00		1,013.04		2.40			12.11
ING Principal Protection Fund IV
Actual Fund Return
Class A	$	1,000.00	$	1,059.30		1.63	%	$	8.41
Class B		1,000.00		1,055.60		2.38			12.26
Class C		1,000.00		1,055.40		2.38			12.26
Class Q		1,000.00		1,060.00		1.59			8.21
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,016.90		1.63	%	$	8.24
Class B		1,000.00		1,013.14		2.38			12.01
Class C		1,000.00		1,013.14		2.38			12.01
Class Q		1,000.00		1,017.10		1.59			8.04

*  Expenses are equal to each Fund's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

24

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Principal Protection Fund V	Beginning Account Value June 1, 2006		Ending Account Value November 30, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended November 30, 2006*
Actual Fund Return
Class A	$	1,000.00	$	1,050.70		1.63	%	$	8.38
Class B		1,000.00		1,046.70		2.38			12.21
Class C		1,000.00		1,046.60		2.38			12.21
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,016.90		1.63	%	$	8.24
Class B		1,000.00		1,013.14		2.38			12.01
Class C		1,000.00		1,013.14		2.38			12.01
ING Principal Protection Fund VI
Actual Fund Return
Class A	$	1,000.00	$	1,048.70		1.68	%	$	8.63
Class B		1,000.00		1,045.80		2.43			12.46
Class C		1,000.00		1,044.50		2.43			12.45
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,016.65		1.68	%	$	8.49
Class B		1,000.00		1,012.89		2.43			12.26
Class C		1,000.00		1,012.89		2.43			12.26
ING Principal Protection Fund VII
Actual Fund Return
Class A	$	1,000.00	$	1,048.40		1.75	%	$	8.99
Class B		1,000.00		1,044.00		2.50			12.81
Class C		1,000.00		1,044.00		2.50			12.81
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,016.29		1.75	%	$	8.85
Class B		1,000.00		1,012.53		2.50			12.61
Class C		1,000.00		1,012.53		2.50			12.61

*  Expenses are equal to each Fund's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

25

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Principal Protection Fund VIII	Beginning Account Value June 1, 2006		Ending Account Value November 30, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended November 30, 2006*
Actual Fund Return
Class A	$	1,000.00	$	1,055.90		1.47	%	$	7.58
Class B		1,000.00		1,052.90		2.22			11.42
Class C		1,000.00		1,051.70		2.22			11.42
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,017.70		1.47	%	$	7.44
Class B		1,000.00		1,013.94		2.22			11.21
Class C		1,000.00		1,013.94		2.22			11.21
ING Principal Protection Fund IX
Actual Fund Return
Class A	$	1,000.00	$	1,061.30		1.53	%	$	7.91
Class B		1,000.00		1,057.40		2.28			11.76
Class C		1,000.00		1,057.20		2.28			11.76
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,017.40		1.53	%	$	7.74
Class B		1,000.00		1,013.64		2.28			11.51
Class C		1,000.00		1,013.64		2.28			11.51
ING Principal Protection Fund X
Actual Fund Return
Class A	$	1,000.00	$	1,064.70		1.52	%	$	7.87
Class B		1,000.00		1,060.90		2.27			11.73
Class C		1,000.00		1,060.70		2.27			11.73
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,017.45		1.52	%	$	7.69
Class B		1,000.00		1,013.69		2.27			11.46
Class C		1,000.00		1,013.69		2.27			11.46

*  Expenses are equal to each Fund's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

26

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Principal Protection Fund XI	Beginning Account Value June 1, 2006		Ending Account Value November 30, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended November 30, 2006*
Class A	$	1,000.00	$	1,061.70		1.56	%	$	8.06
Class B		1,000.00		1,057.90		2.31			11.92
Class C		1,000.00		1,057.90		2.31			11.92
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,017.25		1.56	%	$	7.89
Class B		1,000.00		1,013.49		2.31			11.66
Class C		1,000.00		1,013.49		2.31			11.66
ING Principal Protection Fund XII
Actual Fund Return
Class A	$	1,000.00	$	1,060.30		1.70	%	$	8.78
Class B		1,000.00		1,055.40		2.45			12.62
Class C		1,000.00		1,056.40		2.45			12.63
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,016.55		1.70	%	$	8.59
Class B		1,000.00		1,012.78		2.45			12.36
Class C		1,000.00		1,012.78		2.45			12.36

*  Expenses are equal to each Fund's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half year.

27

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED)

	ING Index Plus LargeCap Equity Fund			ING Principal Protection Fund II			ING Principal Protection Fund III			ING Principal Protection Fund IV
ASSETS:
Investments in securities at value*	$	55,472,163		$	203,351,195		$	162,114,949		$	333,393,418
Repurchase agreement		377,000			5,303,000			1,630,000			2,183,000
Cash		5,688			14,559			566			339
Cash collateral for futures		31,500			—			—			—
Receivables:
Dividends and interest		138,525			81,672			85,905			397,957
Variation margin receivable		175			—			—			—
Prepaid expenses		55,033			2,954			2,223			4,689
Total assets		56,080,084			208,753,380			163,833,643			335,979,403
LIABILITIES:
Payable for fund shares redeemed		387,889			917,995			455,980			824,743
Payable to affiliates		70,562			319,838			248,602			514,132
Payable for directors fees		14,639			19,336			10,174			11,751
Other accrued expenses and liabilities		38,511			169,718			160,612			255,404
Total liabilities		511,601			1,426,887			875,368			1,606,030
NET ASSETS	$	55,568,483		$	207,326,493		$	162,958,275		$	334,373,373
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	55,887,948		$	222,642,387		$	166,372,894		$	277,782,627
Undistributed net investment income		317,591			4,857,625			2,943,959			2,119,514
Accumulated net realized gain (loss) on investments and futures		(7,738,798	)		(30,616,184	)		(17,417,335	)		7,283,683
Net unrealized appreciation on investments and futures		7,101,742			10,442,665			11,058,757			47,187,549
NET ASSETS	$	55,568,483		$	207,326,493		$	162,958,275		$	334,373,373
* Cost of investments in securities	$	48,373,467		$	192,908,530		$	151,056,192		$	286,205,869

See Accompanying Notes to Financial Statements
28

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

	ING Index Plus LargeCap Equity Fund			ING Principal Protection Fund II		ING Principal Protection Fund III		ING Principal Protection Fund IV
Class A:
Net Assets	$	4,652,509		$	14,083,615	$	13,228,329	$	18,343,692
Shares authorized		unlimited			unlimited		unlimited		unlimited
Par value	$	0.01		$	0.01	$	0.01	$	0.01
Shares outstanding		453,768			1,431,869		1,319,861		1,655,144
Net asset value and redemption price per share	$	10.25		$	9.84	$	10.02	$	11.08
Maximum offering price per share (5.75%)(1)	$	10.57	(3)	$	10.44	$	10.63	$	11.76
Class B:
Net Assets	$	43,696,878		$	172,595,387	$	136,972,730	$	282,901,067
Shares authorized		unlimited			unlimited		unlimited		unlimited
Par value	$	0.01		$	0.01	$	0.01	$	0.01
Shares outstanding		4,263,501			17,650,718		13,753,187		25,688,588
Net asset value and redemption price per share(2)	$	10.25		$	9.78	$	9.96	$	11.01
Maximum offering price per share	$	10.25		$	9.78	$	9.96	$	11.01
Class C:
Net Assets	$	7,165,299		$	20,647,491	$	12,757,216	$	32,776,284
Shares authorized		unlimited			unlimited		unlimited		unlimited
Par value	$	0.01		$	0.01	$	0.01	$	0.01
Shares outstanding		693,857			2,101,848		1,274,826		2,965,455
Net asset value and redemption price per share(2)	$	10.33		$	9.82	$	10.01	$	11.05
Maximum offering price per share	$	10.33		$	9.82	$	10.01	$	11.05
Class Q:
Net Assets	$	53,797			n/a		n/a	$	352,330
Shares authorized		unlimited			n/a		n/a		unlimited
Par value	$	0.01			n/a		n/a	$	0.01
Shares outstanding		5,213			n/a		n/a		31,653
Net asset value and redemption price per share	$	10.32			n/a		n/a	$	11.13
Maximum offering price per share	$	10.32			n/a		n/a	$	11.13

(1)  Maximum offering price is computed at 100/94.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.

(2)  Redemption price per share may be reduced for any applicable contingent deffered sales charges.

(3)  Maximum offering price for ING Index Plus LargeCap Equity Fund is 3.00% and is computed at 100/97.00 of net asset value. On purchases of $50,000 or more, the offering price is reduced.

See Accompanying Notes to Financial Statements
29

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED)

	ING Principal Protection Fund V		ING Principal Protection Fund VI		ING Principal Protection Fund VII			ING Principal Protection Fund VIII
ASSETS:
Investments in securities at value*	$	268,381,063	$	240,439,326	$	118,170,768		$	73,886,655
Repurchase agreement		2,779,000		2,359,000		942,000			656,000
Cash		777		15		353			439
Receivables:
Dividends and interest		259,289		219,434		102,063			72,270
Prepaid expenses		3,810		3,386		1,640			1,026
Reimbursement due from manager		—		—		65			—
Total assets		271,423,939		243,021,161		119,216,889			74,616,390
LIABILITIES:
Payable for fund shares redeemed		657,007		562,382		647,040			403,868
Payable to affiliates		412,197		371,029		182,185			102,652
Payable for directors fees		16,491		13,637		8,113			3,835
Other accrued expenses and liabilities		208,138		211,847		100,180			110,490
Total liabilities		1,293,833		1,158,895		937,518			620,845
NET ASSETS	$	270,130,106	$	241,862,266	$	118,279,371		$	73,995,545
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	258,258,997	$	233,780,988	$	116,758,856		$	71,503,192
Undistributed net investment income		1,571,851		1,330,919		144,730			716,339
Accumulated net realized gain (loss) on investments		2,830,987		535,786		(522,530	)		(387,787	)
Net unrealized appreciation on investments		7,468,271		6,214,573		1,898,315			2,163,801
NET ASSETS	$	270,130,106	$	241,862,266	$	118,279,371		$	73,995,545
* Cost of investments in securities	$	260,912,792	$	234,224,753	$	116,272,453		$	71,722,854

See Accompanying Notes to Financial Statements
30

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

	ING Principal Protection Fund V		ING Principal Protection Fund VI		ING Principal Protection Fund VII		ING Principal Protection Fund VIII
Class A:
Net Assets	$	19,997,196	$	14,612,600	$	6,727,973	$	8,129,509
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		1,929,736		1,413,955		661,216		782,388
Net asset value and redemption price per share	$	10.36	$	10.33	$	10.18	$	10.39
Maximum offering price per share (5.75%)(1)	$	10.99	$	10.96	$	10.80	$	11.02
Class B:
Net Assets	$	231,956,247	$	209,449,512	$	102,387,222	$	58,765,048
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		22,508,624		20,375,048		10,042,535		5,680,161
Net asset value and redemption price per share(2)	$	10.31	$	10.28	$	10.20	$	10.35
Maximum offering price per share	$	10.31	$	10.28	$	10.20	$	10.35
Class C:
Net Assets	$	18,176,663	$	17,800,154	$	9,164,176	$	7,100,988
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		1,757,088		1,724,092		898,757		683,859
Net asset value and redemption price per share(2)	$	10.34	$	10.32	$	10.20	$	10.38
Maximum offering price per share	$	10.34	$	10.32	$	10.20	$	10.38

(1)  Maximum offering price is computed at 100/94.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.

(2)  Redemption price per share may be reduced for any applicable contingent deffered sales charges.

See Accompanying Notes to Financial Statements
31

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED)

	ING Principal Protection Fund IX		ING Principal Protection Fund X			ING Principal Protection Fund XI			ING Principal Protection Fund XII
ASSETS:
Investments in securities at value*	$	54,457,931	$	45,691,711		$	30,448,800		$	15,350,015
Repurchase agreement		782,000		443,000			278,000			120,000
Cash		466		33			472			444
Receivables:
Dividends and interest		59,806		53,141			33,018			15,099
Prepaid expenses		743		614			425			212
Total assets		55,300,946		46,188,499			30,760,715			15,485,770
LIABILITIES:
Payable for fund shares redeemed		224,844		69,930			118,492			3,208
Payable to affiliates		76,515		62,584			54,498			20,692
Payable for directors fees		9,877		2,921			5,934			1,017
Other accrued expenses and liabilities		92,022		52,237			35,036			18,033
Total liabilities		403,258		187,672			213,960			42,950
NET ASSETS	$	54,897,688	$	46,000,827		$	30,546,755		$	15,442,820
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	51,776,746	$	43,395,092		$	29,208,980		$	15,002,711
Undistributed net investment income		624,330		509,946			386,781			171,881
Accumulated net realized gain (loss) on investments		376,433		(393,403	)		(34,459	)		(226,006	)
Net unrealized appreciation on investments		2,120,179		2,489,192			985,453			494,234
NET ASSETS	$	54,897,688	$	46,000,827		$	30,546,755		$	15,442,820
* Cost of investments in securities	$	52,337,752	$	43,202,519		$	29,463,347		$	14,855,781

See Accompanying Notes to Financial Statements
32

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

	ING Principal Protection Fund IX		ING Principal Protection Fund X		ING Principal Protection Fund XI		ING Principal Protection Fund XII
Class A:
Net Assets	$	5,356,790	$	7,257,177	$	4,627,745	$	2,427,860
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		507,099		689,302		441,197		234,087
Net asset value and redemption price per share	$	10.56	$	10.53	$	10.49	$	10.37
Maximum offering price per share (5.75%)(1)	$	11.20	$	11.17	$	11.13	$	11.00
Class B:
Net Assets	$	44,193,783	$	33,170,167	$	21,544,339	$	10,756,825
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		4,209,056		3,171,695		2,070,176		1,045,087
Net asset value and redemption price per share(2)	$	10.50	$	10.46	$	10.41	$	10.29
Maximum offering price per share	$	10.50	$	10.46	$	10.41	$	10.29
Class C:
Net Assets	$	5,347,115	$	5,573,483	$	4,374,671	$	2,258,135
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		507,406		531,193		420,034		219,227
Net asset value and redemption price per share(2)	$	10.54	$	10.49	$	10.42	$	10.30
Maximum offering price per share	$	10.54	$	10.49	$	10.42	$	10.30

(1)  Maximum offering price is computed at 100/94.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.

(2)  Redemption price per share may be reduced for any applicable contingent deffered sales charges.

See Accompanying Notes to Financial Statements
33

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 (UNAUDITED)

	ING Index Plus LargeCap Equity Fund			ING Principal Protection Fund II		ING Principal Protection Fund III		ING Principal Protection Fund IV
INVESTMENT INCOME:
Dividends	$	358,142		$	314,016	$	332,473	$	1,430,722
Interest		2,080,740			4,563,314		3,248,483		3,410,757
Settlement income		241,820			502,489		—		755,691
Total investment income		2,680,702			5,379,819		3,580,956		5,597,170
EXPENSES:
Investment management fees		484,654			881,499		686,126		1,391,350
Distribution and service fees:
Class A		11,983			18,709		16,091		22,637
Class B		540,759			908,363		722,244		1,468,156
Class C		54,912			118,671		71,048		178,776
Class Q		98			—		—		426
Transfer agent fees:
Class A		4,892			6,885		6,436		7,516
Class B		55,223			83,571		72,224		121,859
Class C		5,601			10,918		7,105		14,839
Class Q		28			—		—		86
Administrative service fees		64,399			110,186		85,765		173,917
Shareholder reporting expense		3,660			16,864		13,145		30,052
Registration fees		—			101		—		201
Professional fees		15,015			18,089		17,207		31,501
Custody and accounting expense		18,300			19,904		19,675		27,525
Trustees fees		5,175			7,320		1,648		6,061
Guarantee fees		183,721			363,619		283,027		573,932
Miscellaneous expense		3,388			11,383		7,969		15,168
Interest expense		2,700			—		—		—
Total expenses		1,454,508			2,576,082		2,009,710		4,064,002
Net investment income		1,226,194			2,803,737		1,571,246		1,533,168
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES:
Net realized gain on:
Investments		4,939,142			1,356,085		1,297,777		4,502,632
Futures		134,982			—		—		—
Net realized gain on investments and futures		5,074,124			1,356,085		1,297,777		4,502,632
Net change in unrealized appreciation or depreciation on:
Investments		(196,269	)		2,251,145		2,525,205		12,544,757
Futures		3,046			—		—		—
Net change in unrealized appreciation or depreciation on investments and futures		(193,223	)		2,251,145		2,525,205		12,544,757
Net realized and unrealized gain on investments and futures		4,880,901			3,607,230		3,822,982		17,047,389
Increase in net assets resulting from operations	$	6,107,095		$	6,410,967	$	5,394,228	$	18,580,557

See Accompanying Notes to Financial Statements
34

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 (UNAUDITED)

	ING Principal Protection Fund V		ING Principal Protection Fund VI		ING Principal Protection Fund VII		ING Principal Protection Fund VIII
INVESTMENT INCOME:
Dividends	$	961,938	$	805,040	$	370,870	$	270,137
Interest		3,179,372		2,933,796		1,310,095		954,567
Total investment income		4,141,310		3,738,836		1,680,965		1,224,704
EXPENSES:
Investment management fees		1,125,287		1,013,076		499,803		250,655
Distribution and service fees:
Class A		24,723		18,737		8,593		11,012
Class B		1,210,509		1,092,422		537,985		306,872
Class C		97,203		98,974		52,395		40,511
Transfer agent fees:
Class A		8,816		8,919		2,750		3,177
Class B		108,035		129,855		43,138		22,126
Class C		8,678		11,786		4,223		2,923
Administrative service fees		140,660		126,633		62,475		39,143
Shareholder reporting expense		11,755		44,204		12,469		5,060
Registration fees		150		101		—		—
Professional fees		24,009		24,897		14,057		10,654
Custody and accounting expense		24,209		18,230		19,215		7,930
Trustees fees		8,063		2,663		4,390		2,696
Guarantee fees		464,181		417,894		206,169		129,173
Miscellaneous expense		11,903		13,177		6,205		4,703
Interest expense		—		80		—		—
Total expenses		3,268,181		3,021,648		1,473,867		836,635
Net recouped fees		—		—		62,368		—
Net expenses		3,268,181		3,021,648		1,536,235		836,635
Net investment income		873,129		717,188		144,730		388,069
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		2,331,627		1,142,151		726,739		201,381
Net change in unrealized appreciation or depreciation on investments		9,494,094		9,205,585		4,423,998		3,329,912
Net realized and unrealized gain on investments		11,825,721		10,347,736		5,150,737		3,531,293
Increase in net assets resulting from operations	$	12,698,850	$	11,064,924	$	5,295,467	$	3,919,362

See Accompanying Notes to Financial Statements
35

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 (UNAUDITED)

	ING Principal Protection Fund IX		ING Principal Protection Fund X			ING Principal Protection Fund XI		ING Principal Protection Fund XII
INVESTMENT INCOME:
Dividends	$	219,099	$	196,908		$	121,052	$	55,225
Interest		701,644		564,509			413,528		224,641
Total investment income		920,743		761,417			534,580		279,866
EXPENSES:
Investment management fees		185,436		156,042			105,388		50,971
Distribution and service fees:
Class A		7,196		10,021			7,506		3,421
Class B		226,001		167,335			110,308		53,401
Class C		29,912		29,144			22,611		12,403
Transfer agent fees:
Class A		1,698		2,726			1,342		889
Class B		13,333		11,379			4,954		3,471
Class C		1,765		1,982			1,015		806
Administrative service fees		28,470		23,656			16,294		7,949
Shareholder reporting expense		5,375		5,674			5,059		707
Professional fees		10,649		5,535			2,575		3,701
Custody and accounting expense		16,653		10,225			18,627		15,637
Trustees fees		2,076		1,082			1,390		250
Offering expense		—		—			—		2,207
Insurance expense		—		—			383		—
Guarantee fees		93,951		78,065			53,771		26,231
Miscellaneous expense		4,964		2,937			3,276		2,435
Total expenses		627,479		505,803			354,499		184,479
Net investment income		293,264		255,614			180,081		95,387
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments		431,734		(346,856	)		154,467		45,217
Net change in unrealized appreciation or depreciation on investments		2,402,119		2,848,097			1,456,938		723,448
Net realized and unrealized gain on investments		2,833,853		2,501,241			1,611,405		768,665
Increase in net assets resulting from operations	$	3,127,117	$	2,756,855		$	1,791,486	$	864,052

See Accompanying Notes to Financial Statements
36

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Index Plus LargeCap Equity Fund						ING Principal Protection Fund II
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
FROM OPERATIONS:
Net investment income	$	1,226,194		$	3,073,658		$	2,803,737		$	5,495,055
Net realized gain on investments and futures		5,074,124			2,154,158			1,356,085			1,449,024
Net change in unrealized appreciation or depreciation on investments and futures		(193,223	)		(2,493,923	)		2,251,145			(4,369,505	)
Net increase in net assets resulting from operations		6,107,095			2,733,893			6,410,967			2,574,574
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A		(192,299	)		(349,033	)		—			(606,451	)
Class B		(1,679,250	)		(2,492,934	)		—			(4,851,955	)
Class C		(108,423	)		(260,958	)		—			(695,042	)
Class Q		(1,690	)		(2,075	)		—			(157	)
Total distributions		(1,981,662	)		(3,105,000	)		—			(6,153,605	)
FROM CAPITAL SHARE TRANSACTIONS:
Dividends reinvested		1,979,796			2,420,778			—			4,621,927
Cost of shares redeemed		(108,573,389	)		(65,261,064	)		(30,773,116	)		(89,960,599	)
Net decrease in net assets resulting from capital share transactions		(106,593,593	)		(62,840,286	)		(30,773,116	)		(85,338,672	)
Net decrease in net assets		(102,468,160	)		(63,211,393	)		(24,362,149	)		(88,917,703	)
NET ASSETS:
Beginning of period		158,036,643			221,248,036			231,688,642			320,606,345
End of period	$	55,568,483		$	158,036,643		$	207,326,493		$	231,688,642
Undistributed net investment income at end of period	$	317,591		$	1,073,059		$	4,857,625		$	2,053,888

See Accompanying Notes to Financial Statements
37

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Principal Protection Fund III						ING Principal Protection Fund IV
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
FROM OPERATIONS:
Net investment income	$	1,571,246		$	3,787,956		$	1,533,168		$	1,608,803
Net realized gain on investments		1,297,777			2,085,296			4,502,632			9,615,969
Net change in unrealized appreciation or depreciation on investments		2,525,205			(4,293,824	)		12,544,757			(3,897,102	)
Net increase in net assets resulting from operations		5,394,228			1,579,428			18,580,557			7,327,670
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A		—			(442,133	)		—			(304,273	)
Class B		—			(3,553,871	)		—			(1,378,985	)
Class C		—			(366,846	)		—			(139,848	)
Class Q		—			(656	)		—			(2,643	)
Net realized gains:
Class A		—			—			—			(280,125	)
Class B		—			—			—			(3,836,026	)
Class C		—			—			—			(557,469	)
Class Q		—			—			—			(3,603	)
Total distributions		—			(4,363,506	)		—			(6,502,972	)
FROM CAPITAL SHARE TRANSACTIONS:
Dividends reinvested		—			3,457,898			—			5,249,484
Cost of shares redeemed		(22,678,805	)		(69,851,899	)		(48,173,076	)		(131,418,398	)
Net decrease in net assets resulting from capital share transactions		(22,678,805	)		(66,394,001	)		(48,173,076	)		(126,168,914	)
Net decrease in net assets		(17,284,577	)		(69,178,079	)		(29,592,519	)		(125,344,216	)
NET ASSETS:
Beginning of period		180,242,852			249,420,931			363,965,892			489,310,108
End of period	$	162,958,275		$	180,242,852		$	334,373,373		$	363,965,892
Undistributed net investment income at end of period	$	2,943,959		$	1,372,713		$	2,119,514		$	586,346

See Accompanying Notes to Financial Statements
38

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Principal Protection Fund V						ING Principal Protection Fund VI
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
FROM OPERATIONS:
Net investment income	$	873,129		$	1,924,684		$	717,188		$	1,844,542
Net realized gain on investments		2,331,627			5,247,979			1,142,151			4,572,364
Net change in unrealized appreciation or depreciation on investments		9,494,094			(3,656,357	)		9,205,585			(4,359,199	)
Net increase in net assets resulting from operations		12,698,850			3,516,306			11,064,924			2,057,707
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A		—			(331,351	)		—			(278,750	)
Class B		—			(1,692,973	)		—			(1,620,295	)
Class C		—			(113,799	)		—			(116,796	)
Net realized gains:
Class A		—			(154,695	)		—			—
Class B		—			(1,895,967	)		—			—
Class C		—			(183,280	)		—			—
Total distributions		—			(4,372,065	)		—			(2,015,841	)
FROM CAPITAL SHARE TRANSACTIONS:
Dividends reinvested		—			3,872,500			—			1,753,765
Cost of shares redeemed		(37,193,934	)		(110,827,280	)		(35,747,250	)		(104,017,977	)
Net decrease in net assets resulting from capital share transactions		(37,193,934	)		(106,954,780	)		(35,747,250	)		(102,264,212	)
Net decrease in net assets		(24,495,084	)		(107,810,539	)		(24,682,326	)		(102,222,346	)
NET ASSETS:
Beginning of period		294,625,190			402,435,729			266,544,592			368,766,938
End of period	$	270,130,106		$	294,625,190		$	241,862,266		$	266,544,592
Undistributed net investment income at end of period	$	1,571,851		$	698,722		$	1,330,919		$	613,731

See Accompanying Notes to Financial Statements
39

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Principal Protection Fund VII						ING Principal Protection Fund VIII
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
FROM OPERATIONS:
Net investment income	$	144,730		$	105,689		$	388,069		$	1,009,195
Net realized gain on investments		726,739			1,093,566			201,381			1,411,290
Net change in unrealized appreciation or depreciation on investments		4,423,998			(415,096	)		3,329,912			(1,918,813	)
Net increase in net assets resulting from operations		5,295,467			784,159			3,919,362			501,672
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A		—			(112,345	)		—			(276,502	)
Class B		—			(271,116	)		—			(871,171	)
Class C		—			(15,429	)		—			(104,486	)
Net realized gains:
Class A		—			(160,064	)		—			—
Class B		—			(1,930,526	)		—			—
Class C		—			(275,583	)		—			—
Total distributions		—			(2,765,063	)		—			(1,252,159	)
FROM CAPITAL SHARE TRANSACTIONS:
Dividends reinvested		—			2,388,926			—			1,033,852
Cost of shares redeemed		(20,064,327	)		(60,550,050	)		(13,818,977	)		(39,972,547	)
Net decrease in net assets resulting from capital share transactions		(20,064,327	)		(58,161,124	)		(13,818,977	)		(38,938,695	)
Net decrease in net assets		(14,768,860	)		(60,142,028	)		(9,899,615	)		(39,689,182	)
NET ASSETS:
Beginning of period		133,048,231			193,190,259			83,895,160			123,584,342
End of period	$	118,279,371		$	133,048,231		$	73,995,545		$	83,895,160
Undistributed net investment income at end of period	$	144,730		$	—		$	716,339		$	328,270

See Accompanying Notes to Financial Statements
40

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Principal Protection Fund IX						ING Principal Protection Fund X
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
FROM OPERATIONS:
Net investment income	$	293,264		$	828,849		$	255,614		$	554,321
Net realized gain (loss) on investments		431,734			919,682			(346,856	)		911,476
Net change in unrealized appreciation or depreciation on investments		2,402,119			(1,164,339	)		2,848,097			(1,307,624	)
Net increase in net assets resulting from operations		3,127,117			584,192			2,756,855			158,173
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A		—			(141,810	)		—			(177,871	)
Class B		—			(579,735	)		—			(255,442	)
Class C		—			(90,167	)		—			(31,658	)
Net realized gains:
Class A		—			(55,114	)		—			(331,309	)
Class B		—			(375,522	)		—			(1,060,255	)
Class C		—			(78,108	)		—			(216,574	)
Total distributions		—			(1,320,456	)		—			(2,073,109	)
FROM CAPITAL SHARE TRANSACTIONS:
Dividends reinvested		—			1,148,431			—			1,773,725
Cost of shares redeemed		(8,409,172	)		(23,397,901	)		(6,510,477	)		(18,801,946	)
Net decrease in net assets resulting from capital share transactions		(8,409,172	)		(22,249,470	)		(6,510,477	)		(17,028,221	)
Net decrease in net assets		(5,282,055	)		(22,985,734	)		(3,753,622	)		(18,943,157	)
NET ASSETS:
Beginning of period		60,179,743			83,165,477			49,754,449			68,697,606
End of period	$	54,897,688		$	60,179,743		$	46,000,827		$	49,754,449
Undistributed net investment income at end of period	$	624,330		$	331,066		$	509,946		$	254,332

See Accompanying Notes to Financial Statements
41

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Principal Protection Fund XI						ING Principal Protection Fund XII
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
FROM OPERATIONS:
Net investment income	$	180,081		$	427,852		$	95,387		$	210,762
Net realized gain (loss) on investments		154,467			6,005			45,217			(146,921	)
Net change in unrealized appreciation or depreciation on investments		1,456,938			(420,549	)		723,448			(238,355	)
Net increase (decrease) in net assets resulting from operations		1,791,486			13,308			864,052			(174,514	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A		—			(130,773	)		—			(66,743	)
Class B		—			(214,238	)		—			(134,457	)
Class C		—			(51,092	)		—			(50,434	)
Net realized gains:
Class A		—			(8,896	)		—			—
Class B		—			(28,496	)		—			—
Class C		—			(7,043	)		—			—
Total distributions		—			(440,538	)		—			(251,634	)
FROM CAPITAL SHARE TRANSACTIONS:
Dividends reinvested		—			359,348			—			200,220
Cost of shares redeemed		(5,671,449	)		(10,026,730	)		(1,996,219	)		(6,233,475	)
Net decrease in net assets resulting from capital share transactions		(5,671,449	)		(9,667,382	)		(1,996,219	)		(6,033,255	)
Net decrease in net assets		(3,879,963	)		(10,094,612	)		(1,132,167	)		(6,459,403	)
NET ASSETS:
Beginning of period		34,426,718			44,521,330			16,574,987			23,034,390
End of period	$	30,546,755		$	34,426,718		$	15,442,820		$	16,574,987
Undistributed net investment income at end of period	$	386,781		$	206,700		$	171,881		$	76,494

See Accompanying Notes to Financial Statements
42

ING INDEX PLUS LARGECAP EQUITY FUND(UNAUDITED)

FINANCIAL
HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A
	Six Months Ended November 30,			Year Ended May 31,											July 5, 2001(1) to May 31,
	2006			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.82			9.85			9.95			10.25			9.85		10.00
Income (loss) from investment operations:
Net investment income	$	0.13	*†		0.23	*		0.22	*		0.23			0.22		0.11
Net realized and unrealized gain (loss) on investments and futures	$	0.49			(0.01	)		(0.08	)		(0.33	)		0.42		(0.22	)
Total from investment operations	$	0.62			0.22			0.14			(0.10	)		0.64		(0.11	)
Less distributions from:
Net investment income	$	0.19			0.25			0.24			0.20			0.24		0.04
Total distributions	$	0.19			0.25			0.24			0.20			0.24		0.04
Net asset value, end of period	$	10.25			9.82			9.85			9.95			10.25		9.85
Total Return(2)	%	6.43	†		2.22			1.42			(1.01	)		6.60		(1.29	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	4,653			12,043			18,420			28,057			51,385		62,301
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)	%	1.56			1.63			1.69			1.74			1.75		1.75
Gross expenses prior to expense reimbursement/ recoupment(3)	%	1.56			1.63			1.57			1.67			1.78		1.87
Net investment income after expense reimbursement/ recoupment(3)(4)		%2.58†			2.33			2.22			2.03			2.21		1.44
Portfolio turnover rate	%	104			12			29			29			47		125
	Class B
	Six Months Ended November 30,			Year Ended May 31,											July 5, 2001(1) to May 31,
	2006			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.80			9.83			9.91			10.21			9.81		10.00
Income (loss) from investment operations:
Net investment income	$	0.09	*†		0.16	*		0.14			0.14			0.15		0.04
Net realized and unrealized gain (loss) on investments and futures	$	0.49			(0.03	)		(0.06	)		(0.32	)		0.41		(0.21	)
Total from investment operations	$	0.58			0.13			0.08			(0.18	)		0.56		(0.17	)
Less distributions from:
Net investment income	$	0.13			0.16			0.16			0.12			0.16		0.02
Total distributions	$	0.13			0.16			0.16			0.12			0.16		0.02
Net asset value, end of period	$	10.25			9.80			9.83			9.91			10.21		9.81
Total Return(2)	%	6.02	†		1.37			0.79			(1.76	)		5.82		(1.78	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	43,697			132,611			178,017			237,539			328,399		345,449
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)	%	2.31			2.38			2.44			2.49			2.50		2.50
Gross expenses prior to expense reimbursement/ recoupment(3)	%	2.31			2.38			2.32			2.42			2.54		2.62
Net investment income after expense reimbursement/ recoupment(3)(4)		%1.86†			1.58			1.48			1.28			1.46		0.69
Portfolio turnover rate	%	104			12			29			29			47		125

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years. This expense limitation agreement ceased on October 11, 2006.

*  Per share data calculated using the average number of shares throughout the period.

**  Represents performance beginning on the first day of the Guarantee Period (October 12, 2001). Total return from commencement of offering of shares was (1.11)%, (1.70)%, (1.70)% and (0.81)% for Class A, B, C and Q, respectively.

†  Includes one-time settlement income representing $0.04 and $0.05 per share and 0.19% of average net assets for Class A and Class B, respectively.

See Accompanying Notes to Financial Statements
43

ING INDEX PLUS LARGECAP EQUITY FUND(UNAUDITED)(CONTINUED)

FINANCIAL
HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class C
	Six Months Ended November 30,			Year Ended May 31,											July 5, 2001(1) to May 31,
	2006			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.84			9.85			9.92			10.21			9.81		10.00
Income (loss) from investment operations:
Net investment income	$	0.09	*†		0.16	*		0.15	*		0.15			0.15		0.05
Net realized and unrealized gain (loss) on investments and futures	$	0.51			(0.02	)		(0.08	)		(0.34	)		0.41		(0.22	)
Total from investment operations	$	0.60			0.14			0.07			(0.19	)		0.56		(0.17	)
Less distributions from:
Net investment income	$	0.11			0.15			0.14			0.10			0.16		0.02
Total distributions	$	0.11			0.15			0.14			0.10			0.16		0.02
Net asset value, end of period	$	10.33			9.84			9.85			9.92			10.21		9.81
Total Return(2)	%	6.13	†		1.39			0.72			(1.83	)		5.78		(1.66	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	7,165			13,294			24,476			43,529			85,451		105,908
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)	%	2.31			2.38			2.44			2.49			2.50		2.30
Gross expenses prior to expense reimbursement/ recoupment(3)	%	2.31			2.38			2.32			2.42			2.54		2.62
Net investment income after expense reimbursement/ recoupment(3)(4)		%1.79†			1.58			1.46			1.28			1.45		0.72
Portfolio turnover rate	%	104			12			29			29			47		125
	Class Q
	Six Months Ended November 30,			Year Ended May 31,											July 5, 2001(1) to May 31,
	2006			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.89			9.88			9.97			10.27			9.87		10.00
Income (loss) from investment operations:
Net investment income	$	0.13	*†		0.23	*		0.22	*		0.24			0.25		0.11
Net realized and unrealized gain (loss) on investments and futures	$	0.50			(0.01	)		(0.07	)		(0.34	)		0.40		(0.19	)
Total from investment operations	$	0.63			0.22			0.15			(0.10	)		0.65		(0.08	)
Less distributions from:
Net investment income	$	0.20			0.21			0.24			0.20			0.25		0.05
Total distributions	$	0.20			0.21			0.24			0.20			0.25		0.05
Net asset value, end of period	$	10.32			9.89			9.88			9.97			10.27		9.87
Total Return(2)	%	6.46	†		2.25			1.53			(1.01	)		6.68		(1.13	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	54			89			335			671			1,733		2,434
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)	%	1.49			1.59			1.69			1.70			1.66		1.60
Gross expenses prior to expense reimbursement/ recoupment(3)	%	1.49			1.59			1.57			1.63			1.69		1.72
Net investment income after expense reimbursement/ recoupment(3)(4)		%2.53†			2.34			2.21			2.08			2.30		1.59
Portfolio turnover rate	%	104			12			29			29			47		125

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.

*  Per share data calculated using the average number of shares throughout the period.

**  Represents performance beginning on the first day of the Guarantee Period (October 12, 2001). Total return from commencement of offering of shares was (1.11)%, (1.70)%, (1.70)% and (0.81)% for Class A, B, C and Q, respectively.

†  Includes one-time settlement income representing $0.03 per share and 0.19% of average net assets for Classes C and Q.

See Accompanying Notes to Financial Statements
44

ING PRINCIPAL PROTECTION FUND II(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A
	Six Months Ended November 30,			Year Ended May 31,											November 5, 2001(1) to May 31,
	2006			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.52			9.65			9.77			10.15			9.83		10.00
Income (loss) from investment operations:
Net investment income	$	0.16	*††		0.26	*		0.25	*		0.25			0.23		0.06
Net realized and unrealized gain (loss) on investments	$	0.16			(0.09	)		(0.10	)		(0.43	)		0.32		(0.22	)
Total from investment operations	$	0.32			0.17			0.15			(0.18	)		0.55		(0.16	)
Less distributions from:
Net investment income	$	—			0.30			0.27			0.20			0.23		0.01
Total distributions	$	—			0.30			0.27			0.20			0.23		0.01
Net asset value, end of period	$	9.84			9.52			9.65			9.77			10.15		9.83
Total Return(2)	%	3.36	††		1.74			1.49			(1.74	)		5.73		(1.70	)†
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	14,084			15,940			25,160			37,580			76,897		98,109
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)	%	1.64			1.62			1.58			1.69			1.75		1.61
Gross expenses prior to expense reimbursement/ recoupment(3)	%	1.64			1.62			1.58			1.65			1.78		1.61
Net investment income after expense reimbursement/ recoupment(3)(4)		%3.24††			2.69			2.56			2.26			2.30		1.36
Portfolio turnover rate	%	4			25			24			74			60		70
	Class B
	Six Months Ended November 30,			Year Ended May 31,											November 5, 2001(1) to May 31,
	2006			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.50			9.63			9.74			10.12			9.80		10.00
Income (loss) from investment operations:
Net investment income	$	0.12	*††		0.19	*		0.19			0.16			0.16		0.03
Net realized and unrealized gain (loss) on investments	$	0.16			(0.10	)		(0.12	)		(0.41	)		0.32		(0.23	)
Total from investment operations	$	0.28			0.09			0.07			(0.25	)		0.48		(0.20	)
Less distributions from:
Net investment income	$	—			0.22			0.18			0.13			0.16		0.00	**
Total distributions	$	—			0.22			0.18			0.13			0.16		0.00	**
Net asset value, end of period	$	9.78			9.50			9.63			9.74			10.12		9.80
Total Return(2)	%	2.95	††		0.90			0.76			(2.47	)		4.98		(2.00	)†
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	172,595			189,657			249,693			328,221			442,268		465,111
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)	%	2.39			2.37			2.33			2.44			2.50		2.36
Gross expenses prior to expense reimbursement/ recoupment(3)	%	2.39			2.37			2.33			2.40			2.53		2.36
Net investment income after expense reimbursement/ recoupment(3)(4)		%2.49††			1.94			1.82			1.51			1.55		0.61
Portfolio turnover rate	%	4			25			24			74			60		70

⁽¹⁾  Commencement of operations.
⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.
⁽³⁾  Annualized for periods less than one year.
⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years.
*  Per share data calculated using the average number of shares throughout the period.
**  Amount represents less than $0.005 per share.
†  Represents performance beginning on the first day of the Guarantee Period (February 1, 2002). Total return from commencement of offering of shares was (1.60)%, (1.96)% and (1.97)% for Class A, B and C, respectively.
††  Includes one-time settlement income representing $0.02 per share and 0.23% of average net assets for Classes A and B.

See Accompanying Notes to Financial Statements
45

ING PRINCIPAL PROTECTION FUND II(UNAUDITED)(CONTINUED)

FINANCIAL
HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class C
	Six Months Ended November 30,			Year Ended May 31,											November 5, 2001(1)to May 31,
	2006			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.54			9.65			9.75			10.12			9.80		10.00
Income (loss) from investment operations:
Net investment income	$	0.12	*††		0.19	*		0.17	*		0.18			0.15		0.03
Net realized and unrealized gain (loss) on investments	$	0.16			(0.10	)		(0.10	)		(0.43	)		0.33		(0.23	)
Total from investment operations	$	0.28			0.09			0.07			(0.25	)		0.48		(0.20	)
Less distributions from:
Net investment income	$	—			0.20			0.17			0.12			0.16		0.00	**
Total distributions	$	—			0.20			0.17			0.12			0.16		0.00	**
Net asset value, end of period	$	9.82			9.54			9.65			9.75			10.12		9.80
Total Return(2)	%	2.94	††		0.92			0.75			(2.52	)		4.99		(2.00	)†
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	20,647			26,092			45,748			71,250			139,961		159,563
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)	%	2.39			2.37			2.33			2.44			2.50		2.36
Gross expenses prior to expense reimbursement/ recoupment(3)	%	2.39			2.37			2.33			2.40			2.53		2.36
Net investment income after expense reimbursement/ recoupment(3)(4)		%2.50††			1.94			1.81			1.51			1.55		0.69
Portfolio turnover rate	%	4			25			24			74			60		70

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years.

*  Per share data calculated using the average number of shares throughout the period.

**  Amount represents less than $0.005 per share.

†  Represents performance beginning on the first day of the Guarantee Period (February 1, 2002). Total return from commencement of offering of shares was (1.60)%, (1.96)% and (1.97)% for Class A, B and C, respectively.

††  Includes one-time settlement income representing $0.03 per share and 0.23% of average net assets for Class C.

See Accompanying Notes to Financial Statements
46

ING PRINCIPAL PROTECTION FUND III(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A
	Six Months Ended November 30,			Year Ended May 31,												March 5, 2001(1) to May 31,
	2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.67			9.82			9.90			10.27			10.01			10.00
Income (loss) from investment operations:
Net investment income	$	0.12			0.24	*		0.24	*		0.25			0.21			0.01
Net realized and unrealized gain (loss) on investments	$	0.23			(0.11	)		(0.06	)		(0.42	)		0.22			0.00	**
Total from investment operations	$	0.35			0.13			0.18			(0.17	)		0.43			0.01
Less distributions from:
Net investment income	$	—			0.28			0.26			0.20			0.17			—
Total distributions	$	—			0.28			0.26			0.20			0.17			—
Net asset value, end of period	$	10.02			9.67			9.82			9.90			10.27			10.01
Total Return(2)	%	3.62			1.35			1.83			(1.63	)		4.35	†		—	***
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	13,228			12,955			19,005			29,113			49,652			57,749
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment(3)(4)		%1.65			1.65			1.59			1.68			1.75			0.97
Gross expenses prior to expense reimbursement/ recoupment(3)	%	1.65			1.65			1.59			1.66			1.77			0.97
Net investment income after expense reimbursement/ recoupment(3)(4)		%2.53			2.47			2.44			2.26			2.08			0.85
Portfolio turnover rate	%	5			35			16			27			91			—
	Class B
	Six Months Ended November 30,			Year Ended May 31,												March 5, 2001(1) to May 31,
	2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.65			9.79			9.86			10.23			10.00			10.00
Income (loss) from investment operations:
Net investment income	$	0.09	*		0.17	*		0.18			0.16			0.13			0.00	**
Net realized and unrealized gain (loss) on investments	$	0.22			(0.11	)		(0.07	)		(0.40	)		0.22			0.00	**
Total from investment operations	$	0.31			0.06			0.11			(0.24	)		0.35			0.00	**
Less distributions from:
Net investment income	$	—			0.20			0.18			0.13			0.12			—
Total distributions	$	—			0.20			0.18			0.13			0.12			—
Net asset value, end of period	$	9.96			9.65			9.79			9.86			10.23			10.00
Total Return(2)	%	3.21			0.61			1.12			(2.38	)		3.51	†		—	***
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	136,973			151,765			203,705			261,098			335,942			347,788
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment(3)(4)		%2.40			2.40			2.34			2.43			2.50			1.72
Gross expenses prior to expense reimbursement/ recoupment(3)	%	2.40			2.40			2.34			2.41			2.52			1.72
Net investment income after expense reimbursement/ recoupment(3)(4)		%1.78			1.72			1.69			1.51			1.33			0.07
Portfolio turnover rate	%	5			35			16			27			91			—

⁽¹⁾  Commencement of operations.
⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.
⁽³⁾  Annualized for periods less than one year.
⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years.
*    Per share data calculated using the average number of shares throughout the period.
**    Amount represents less than $0.005 per share.
***  As of May 31, 2002, the Fund was in its Offering Period. Total return from commencement of offering of shares was 0.10%, 0.00% and 0.00% for Class A, B and C, respectively.
†    Represents performance beginning on the first day of the Guarantee Period (June 6, 2002). Total return for year ended May 31, 2003 was 4.35%, 3.51% and 3 .51% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
47

ING PRINCIPAL PROTECTION FUND III(UNAUDITED)(CONTINUED)

FINANCIAL
HIGHLIGHTS

	Class C
	Six Months Ended November 30,			Year Ended May 31,												March 5, 2001(1)to May 31,
	2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$	9.69			9.81			9.88			10.23			10.00			10.00
Income (loss) from investment operations:
Net investment income	$	0.09	*		0.17	*		0.17	*		0.19			0.13			0.00	**
Net realized and unrealized gain (loss) on investments	$	0.23			(0.11	)		(0.07	)		(0.43	)		0.22			0.00	**
Total from investment operations	$	0.32			0.06			0.10			(0.24	)		0.35			0.00	**
Less distributions from:
Net investment income	$	—			0.18			0.17			0.11			0.12			—
Total distributions	$	—			0.18			0.17			0.11			0.12			—
Net asset value, end of period	$	10.01			9.69			9.81			9.88			10.23			10.00
Total Return(2)	%	3.30			0.63			1.04			(2.37	)		3.51	†		—	***
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	12,757			15,523			26,637			43,018			81,800			90,826
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)	%	2.40			2.40			2.34			2.43			2.50			1.72
Gross expenses prior to expense reimbursement/ recoupment(3)	%	2.40			2.40			2.34			2.41			2.52			1.72
Net investment income after expense reimbursement/ recoupment(3)(4)		%1.77			1.71			1.69			1.51			1.33			0.06
Portfolio turnover rate	%	5			35			16			27			91			—

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years.

*    Per share data calculated using the average number of shares throughout the period.

**    Amount represents less than $0.005 per share.

***  As of May 31, 2002, the Fund was in its Offering Period. Total return from commencement of offering of shares was 0.10%, 0.00% and 0.00% for Class A, B and C, respectively.

†    Represents performance beginning on the first day of the Guarantee Period (June 6, 2002). Total return for year ended May 31, 2003 was 4.35%, 3.51% and 3.51% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
48

ING PRINCIPAL PROTECTION FUND IV(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A													Class B
	Six Months Ended November 30,			Year Ended May 31,							July 1, 2002(1) to May 31,			Six Months Ended November 30,			Year Ended May 31,								July 1, 2002(1) to May 31,
	2006			2006		2005		2004			2003			2006			2006			2005		2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	10.46			10.47		10.39		10.52			10.00			10.43			10.44			10.35		10.47			10.00
Income (loss) from investment operations:
Net investment income	$	0.09	†		0.12		0.13		0.12			0.09			0.05	†		0.04			0.05		0.04			0.03
Net realized and unrealized gain (loss) on investments	$	0.53			0.12		0.15		(0.08	)		0.47			0.53			0.11			0.16		(0.07	)		0.46
Total from investment operations	$	0.62			0.24		0.28		0.04			0.56			0.58			0.15			0.21		(0.03	)		0.49
Less distributions from:
Net investment income	$	—			0.13		0.13		0.14			0.03			—			0.04			0.05		0.06			0.01
Net realized gains on investments	$	—			0.12		0.07		0.03			0.01			—			0.12			0.07		0.03			0.01
Total distributions	$	—			0.25		0.20		0.17			0.04			—			0.16			0.12		0.09			0.02
Net asset value, end of period	$	11.08			10.46		10.47		10.39			10.52			11.01			10.43			10.44		10.35			10.47
Total Return(2)	%	5.93	†		2.22		2.79		0.36			5.50	**		5.56	†		1.41			2.04		(0.29	)		4.89	**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	18,344			19,418		30,711		52,094			89,558			282,901			305,370			394,210		487,343			603,649
Ratios to average net assets:
Expenses(3)	%	1.63			1.63		1.58		1.65			1.61			2.38			2.38			2.33		2.40			2.36
Net investment income(3)	%	1.57	†		1.08		1.22		1.08			1.12			0.84	†		0.33			0.49		0.33			0.36
Portfolio turnover rate	%	19			60		70		75			31			19			60			70		75			31
	Class C													Class Q
	Six Months Ended November 30,			Year Ended May 31,							July 1, 2002(1) to May 31,			Six Months Ended November 30,			Year Ended May 31,								July 1, 2002(1) to May 31,
	2006			2006		2005		2004			2003			2006			2006			2005		2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	10.47			10.46		10.36		10.47			10.00			10.50			10.47			10.40		10.52			10.00
Income (loss) from investment operations:
Net investment income	$	0.06	†		0.05		0.06		0.05			0.03			0.09	†		0.12	*		0.13		0.13			0.10
Net realized and unrealized gain (loss) on investments	$	0.52			0.11		0.14		(0.09	)		0.46			0.54			0.12			0.15		(0.07	)		0.46
Total from investment operations	$	0.58			0.16		0.20		(0.04	)		0.49			0.63			0.24			0.28		0.06			0.56
Less distributions from:
Net investment income	$	—			0.03		0.03		0.04			0.01			—			0.09			0.14		0.15			0.03
Net realized gains on investments	$	—			0.12		0.07		0.03			0.01			—			0.12			0.07		0.03			0.01
Total distributions	$	—			0.15		0.10		0.07			0.02			—			0.21			0.21		0.18			0.04
Net asset value, end of period	$	11.05			10.47		10.46		10.36			10.47			11.13			10.50			10.47		10.40			10.52
Total Return(2)	%	5.54	†		1.48		2.00		(0.37	)		4.90	**		6.00	†		2.21			2.75		0.58			5.54	**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	32,776			38,846		63,431		98,026			183,228			352			332			958		950			1,473
Ratios to average net assets:
Expenses(3)	%	2.38			2.38		2.33		2.40			2.36			1.59			1.60			1.58		1.59			1.49
Net investment income(3)	%	0.85	†		0.33		0.47		0.33			0.36			1.62	†		1.08			1.23		1.14			1.24
Portfolio turnover rate	%	19			60		70		75			31			19			60			70		75			31

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

*  Per share data calculated using the average number of shares throughout the period.

**  Represents performance beginning on the first day of the Guarantee Period (October 8, 2002). Total return from commencement of offering of shares was 5.61%, 4.89%, 4.90% and 5.64% for Class A, B, C and Q, respectively.

†  Includes one-time settlement income representing $0.02, $0.02, $0.03 and $0.02 per share and 0.22% of average net assets for Class A, Class B, Class C and Class Q, respectively.

See Accompanying Notes to Financial Statements
49

ING PRINCIPAL PROTECTION FUND V(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A													Class B
	Six Months Ended November 30,		Year Ended May 31,								November 1, 2002(1) to May 31,			Six Months Ended November 30,		Year Ended May 31,							November 1, 2002(1) to May 31,
	2006		2006		2005			2004			2003			2006		2006		2005		2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	9.86		9.91		10.11			10.41			10.00			9.85		9.89		10.09		10.38			10.00
Income (loss) from investment operations:
Net investment income	$	0.07		0.14		0.13	*		0.13			0.05			0.03		0.06		0.06		0.05			0.01
Net realized and unrealized gain (loss) on investments	$	0.43		0.01		0.16			(0.22	)		0.36			0.43		0.02		0.15		(0.21	)		0.37
Total from investment operations	$	0.50		0.15		0.29			(0.09	)		0.41			0.46		0.08		0.21		(0.16	)		0.38
Less distributions from:
Net investment income	$	—		0.14		0.14			0.14			—			—		0.06		0.06		0.06			—
Net realized gains on investments	$	—		0.06		0.35			0.07			—			—		0.06		0.35		0.07			—
Total distributions	$	—		0.20		0.49			0.21			—			—		0.12		0.41		0.13			—
Net asset value, end of period	$	10.36		9.86		9.91			10.11			10.41			10.31		9.85		9.89		10.09			10.38
Total Return(2)	%	5.07		1.53		2.89			(0.89	)		4.10	**		4.67		0.82		2.10		(1.54	)		3.90	**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	19,997		20,694		30,203			42,889			74,905			231,956		252,730		335,117		405,311			496,076
Ratios to average net assets:
Expenses(3)	%	1.63		1.63		1.59			1.67			1.56			2.38		2.38		2.34		2.42			2.31
Net investment income(3)	%	1.32		1.24		1.34			1.22			1.00			0.57		0.49		0.59		0.47			0.25
Portfolio turnover rate	%	25		60		80			53			12			25		60		80		53			12

	Class C
	Six Months Ended November 30,			Year Ended May 31,									November 1, 2002(1) to May 31,
	2006			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	9.88			9.91			10.10			10.38			10.00
Income (loss) from investment operations:
Net investment income	$	0.03	*		0.05	*		0.06	*		0.06			0.01
Net realized and unrealized gain (loss) on investments	$	0.43			0.02			0.15			(0.22	)		0.37
Total from investment operations	$	0.46			0.07			0.21			(0.16	)		0.38
Less distributions from:
Net investment income	$	—			0.04			0.05			0.05			—
Net realized gains on investments	$	—			0.06			0.35			0.07			—
Total distributions	$	—			0.10			0.40			0.12			—
Net asset value, end of period	$	10.34			9.88			9.91			10.10			10.38
Total Return(2)	%	4.66			0.74			2.02			(1.52	)		3.90	**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	18,177			21,201			37,116			60,980			106,754
Ratios to average net assets:
Expenses(3)	%	2.38			2.38			2.34			2.42			2.31
Net investment income(3)	%	0.57			0.49			0.59			0.47			0.25
Portfolio turnover rate	%	25			60			80			53			12

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

*  Per share data calculated using the average number of shares throughout the period.

**  Represents performance beginning on the first day of the Guarantee Period (January 23, 2003). Total return from commencement of offering of shares is 4.10%, 3.80% and 3.80% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
50

ING PRINCIPAL PROTECTION FUND VI(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A														Class B
	Six Months Ended November 30,		Year Ended May 31,									February 3, 2003(1) to May 31,			Six Months Ended November 30,		Year Ended May 31,								February 3, 2003(1) to May 31,
	2006		2006			2005			2004			2003			2006		2006			2005		2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	9.85		9.87			10.08			10.31			10.00			9.83		9.85			10.06		10.30			10.00
Income (loss) from investment operations:
Net investment income	$	0.07		0.14			0.13	*		0.13			0.01			0.03		0.06			0.06		0.05			0.00	**
Net realized and unrealized gain (loss) on investments	$	0.41		(0.02	)		0.14			(0.23	)		0.30			0.42		(0.02	)		0.12		(0.22	)		0.30
Total from investment operations	$	0.48		0.12			0.27			(0.10	)		0.31			0.45		0.04			0.18		(0.17	)		0.30
Less distributions from:
Net investment income	$	—		0.14			0.15			0.10			—			—		0.06			0.06		0.04			—
Net realized gains on investments	$	—		—			0.33			0.03			—			—		—			0.33		0.03			—
Total distributions	$	—		0.14			0.48			0.13			—			—		0.06			0.39		0.07			—
Net asset value, end of period	$	10.33		9.85			9.87			10.08			10.31			10.28		9.83			9.85		10.06			10.30
Total Return(2)	%	4.87		1.18			2.72	***		(1.01	)		3.10	†		4.58		0.40			1.85		(1.70	)		3.10	†
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	14,613		15,634			24,971			43,443			63,460			209,450		229,092			304,303		372,323			444,549
Ratios to average net assets:
Expenses(3)	%	1.68		1.66			1.62			1.67			1.41			2.43		2.41			2.37		2.42			2.16
Net investment income (loss)(3)	%	1.27		1.28			1.33			1.19			0.59			0.52		0.53			0.59		0.44			(0.16	)
Portfolio turnover rate	%	31		42			100			44			3			31		42			100		44			3

	Class C
	Six Months Ended November 30,			Year Ended May 31,									February 3, 2003(1) to May 31,
	2006			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	9.88			9.87			10.06			10.30			10.00
Income (loss) from investment operations:
Net investment income	$	0.03	*		0.05	*		0.06	*		0.05			0.00	**
Net realized and unrealized gain (loss) on investments	$	0.41			(0.00	)**		0.12			(0.22	)		0.30
Total from investment operations	$	0.44			0.05			0.18			(0.17	)		0.30
Less distributions from:
Net investment income	$	—			0.04			0.04			0.04			—
Net realized gains on investments	$	—			—			0.33			0.03			—
Total distributions	$	—			0.04			0.37			0.07			—
Net asset value, end of period	$	10.32			9.88			9.87			10.06			10.30
Total Return(2)	%	4.45			0.50			1.85			(1.72	)		3.00	†
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	17,800			21,819			39,288			65,269			102,047
Ratios to average net assets:
Expenses(3)	%	2.43			2.41			2.37			2.42			2.19
Net investment income (loss)(3)	%	0.52			0.53			0.58			0.44			(0.13	)
Portfolio turnover rate	%	31			42			100			44			3

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

*  Per share data calculated using the average number of shares throughout the period.

**  Amount represents less than $0.005 per share.

***  In 2005, the Sub-Adviser fully reimbursed the Fund for a loss on an investment transaction, which did not have an impact on total return.

†  Represents performance beginning on the first day of the Guarantee Period (April 24, 2003). Total return from commencement of offering of shares was 3.10%, 3.00% and 3.00% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
51

ING PRINCIPAL PROTECTION FUND VII(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A
	Six Months Ended November 30,		Year Ended May 31,								May 1, 2003(1) to May 31,
	2006		2006		2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	9.71		9.85		9.88			10.00			10.00
Income (loss) from investment operations:
Net investment income	$	0.05		0.08		0.12	*		0.13			0.00	**
Net realized and unrealized gain (loss) on investments	$	0.42		0.02		0.16			(0.08	)		0.00	**
Total from investment operations	$	0.47		0.10		0.28			0.05			0.00	**
Less distributions from:
Net investment income	$	—		0.10		0.16			0.17			—
Net realized gains on investments	$	—		0.14		0.15			—			—
Total distributions	$	—		0.24		0.31			0.17			—
Net asset value, end of period	$	10.18		9.71		9.85			9.88			10.00
Total Return(2)	%	4.84		1.06		2.82			0.52	†		—	***
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	6,728		7,736		13,942			21,805			11,028
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)		%1.75		1.75		1.46			0.99			0.88
Gross expenses prior to expense reimbursement/recoupment(3)	%	1.65		1.62		1.59			1.72			0.88
Net investment income (loss) after expense reimbursement/recoupment(3)(4)		%0.94		0.76		1.23			1.51			0.09
Portfolio turnover rate	%	22		58		49			91			—

	Class B
	Six Months Ended November 30,		Year Ended May 31,								May 1, 2003(1) to May 31,
	2006		2006			2005		2004			2003
Per Share Operating Performance:
Net asset value, beginning of period		9.77		9.90			9.93		10.00			10.00
Income (loss) from investment operations:
Net investment income		0.01		0.00	**		0.05		0.07			0.00	**
Net realized and unrealized gain (loss) on investments		0.42		0.03			0.15		(0.09	)		0.00	**
Total from investment operations		0.43		0.03			0.20		(0.02	)		0.00	**
Less distributions from:
Net investment income		—		0.02			0.08		0.05			—
Net realized gains on investments		—		0.14			0.15					—
Total distributions		—		0.16			0.23		0.05			—
Net asset value, end of period		10.20		9.77			9.90		9.93			10.00
Total Return(2)		4.40		0.34			2.05		(0.21	)†		—	***
Ratios and Supplemental Data:
Net assets, end of period (000's)		102,387		113,102			155,148		182,112			92,014
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)		2.50		2.50			2.21		1.74			1.60
Gross expenses prior to expense reimbursement/recoupment(3)		2.40		2.37			2.34		2.47			1.60
Net investment income (loss) after expense reimbursement/recoupment(3)(4)		0.19		0.01			0.48		0.76			(0.63)
Portfolio turnover rate		22		58			49		91			—

	Class C
	Six Months Ended November 30,		Year Ended May 31,								May 1, 2003(1) to May 31,
	2006		2006		2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	9.77		9.89		9.90			10.00			10.00
Income (loss) from investment operations:
Net investment income	$	0.01		0.01		0.04	*		0.07			0.00	**
Net realized and unrealized gain (loss) on investments	$	0.42		0.02		0.16			(0.09	)		0.00	**
Total from investment operations	$	0.43		0.03		0.20			(0.02	)		0.00	**
Less distributions from:
Net investment income	$	—		0.01		0.06			0.08			—
Net realized gains on investments	$	—		0.14		0.15			—
Total distributions	$	—		0.15		0.21			0.08			—
Net asset value, end of period	$	10.20		9.77		9.89			9.90			10.00
Total Return(2)	%	4.40		0.31		2.04			(0.24	)†		—	***
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	9,164		12,210		24,100			44,390			19,903
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)	%	2.50		2.50		2.21			1.74			1.60
Gross expenses prior to expense reimbursement/recoupment(3)	%	2.40		2.37		2.34			2.47			1.60
Net investment income (loss) after expense reimbursement/ recoupment(3)(4)		%0.19		0.01		0.49			0.76			(0.64)
Portfolio turnover rate	%	22		58		49			91			—

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years.

*  Per share data calculated using the average number of shares throughout the period.

**  Amount represents less than $0.005 per share.

***  As of May 31, 2003, the Fund was in its Offering Period. Total return from commencement of offering of shares was 0.00%, 0.00% and 0.00% for Class A, B and C, respectively.

†  Represents performance beginning on the first day of Guarantee Period (June 30, 2003). Total return for the year ended May 31, 2004 was 0.69%, (0.02)% and (0.05)% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
52

ING PRINCIPAL PROTECTION FUND VIII(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A											Class B
	Six Months Ended November 30,			Year Ended May 31,					October 1, 2003(1) to May 31,			Six Months Ended November 30,			Year Ended May 31,					October 1, 2003(1) to May 31,
	2006			2006			2005		2004			2006			2006			2005		2004
Per Share Operating Performance:
Net asset value, beginning of period	$	9.84			9.94			9.95		10.00			9.83			9.93			9.91		10.00
Income (loss) from investment operations:
Net investment income	$	0.08	*		0.17			0.18		0.06			0.05	*		0.10			0.10		0.02
Net realized and unrealized gain (loss) on investments	$	0.47			(0.07	)		0.11		(0.10	)		0.47			(0.09	)		0.13		(0.10	)
Total from investment operations	$	0.55			0.10			0.29		(0.04	)		0.52			0.01			0.23		(0.08	)
Less distributions from:
Net investment income	$	—			0.20			0.18		0.01			—			0.11			0.09		0.01
Net realized gains on investments	$	—			—			0.12		—			—			—			0.12		—
Total distributions	$	—			0.20			0.30		0.01			—			0.11			0.21		0.01
Net asset value, end of period	$	10.39			9.84			9.94		9.95			10.35			9.83			9.93		9.91
Total Return(2)	%	5.59			0.97			2.99		(0.45	)**		5.29			0.13			2.34		(0.85	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	8,130			9,965			16,375		22,336			58,765			64,586			87,326		105,448
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)		%1.47			1.48			1.44		1.51			2.22			2.23			2.19		2.12†
Gross expenses prior to expense reimbursement(3)	%	1.47			1.48			1.44		1.54			2.22			2.23			2.19		2.29
Net investment income after expense reimbursement(3)(4)		%1.66			1.62			1.68		0.96			0.91			0.87			0.93		0.39†
Portfolio turnover rate	%	24			57			77		42			24			57			77		42

	Class C
	Six Months Ended November 30,			Year Ended May 31,					October 1, 2003(1) to May 31,
	2006			2006			2005		2004
Per Share Operating Performance:
Net asset value, beginning of period	$	9.87			9.93			9.91		10.00
Income (loss) from investment operations:
Net investment income	$	0.05	*		0.09	*		0.10		0.02
Net realized and unrealized gain (loss) on investments	$	0.46			(0.07	)		0.12		(0.10	)
Total from investment operations	$	0.51			0.02			0.22		(0.08	)
Less distributions from:
Net investment income	$	—			0.08			0.08		0.01
Net realized gains on investments	$	—			—			0.12		—
Total distributions	$	—			0.08			0.20		0.01
Net asset value, end of period	$	10.38			9.87			9.93		9.91
Total Return(2)	%	5.17			0.18			2.29		(0.85	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	7,101			9,345			19,883		33,289
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)	%	2.22			2.23			2.19		2.12	†
Gross expenses prior to expense reimbursement(3)	%	2.22			2.23			2.19		2.29
Net investment income after expense reimbursement(3)(4)	%	0.90			0.87			0.92		0.39	†
Portfolio turnover rate	%	24			57			77		42

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years.

†  ING Funds Distributor, LLC voluntarily waived 0.75% of distribution fees on Classes B and C from October 1, 2003 through December 23, 2003.

*  Per share data calculated using the average number of shares throughout the period.

**  Represents performance beginning on the first day of the Guarantee Period (December 23, 2003). Total return from commencement of offering of shares was (0.45)%, (0.85)% and (0.85)% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
53

ING PRINCIPAL PROTECTION FUND IX(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A											Class B
	Six Months Ended November 30,			Year Ended May 31,					February 2, 2004(1) to May 31,			Six Months Ended November 30,			Year Ended May 31,					February 2, 2004(1) to May 31,
	2006			2006			2005		2004			2006			2006			2005		2004
Per Share Operating Performance:
Net asset value, beginning of period	$	9.95			10.08			9.92		10.00			9.93			10.06			9.91		10.00
Income (loss) from investment operations:
Net investment income	$	0.09	*		0.18	*		0.18		0.02			0.05	*		0.12			0.09		0.01
Net realized and unrealized gain (loss) on investments	$	0.52			(0.05	)		0.16		(0.10	)		0.52			(0.07	)		0.17		(0.10	)
Total from investment operations	$	0.61			0.13			0.34		(0.08	)		0.57			0.05			0.26		(0.09	)
Less distributions from:
Net investment income	$	—			0.19			0.15		—			—			0.11			0.08		—
Net realized gain on investments	$	—			0.07			0.03		—			—			0.07			0.03		—
Total distributions	$	—			0.26			0.18		—			—			0.18			0.11		—
Net asset value, end of period	$	10.56			9.95			10.08		9.92			10.50			9.93			10.06		9.91
Total Return(2)	%	6.13			1.25			3.43		(0.80	)†		5.74			0.51			2.68		(0.90	)†
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	5,357			6,311			10,035		20,081			44,194			47,196			58,077		66,636
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)		%1.53			1.51			1.68		1.30			2.28			2.26			2.43		1.74**
Gross expenses prior to expense reimbursement(3)	%	1.53			1.51			1.62		1.56			2.28			2.26			2.37		2.36
Net investment income after expense reimbursement(3)(4)		%1.70			1.81			1.56		0.77			0.96			1.06			0.82		0.37**
Portfolio turnover rate	%	21			76			67		4			21			76			67		4

	Class C
	Six Months Ended November 30,			Year Ended May 31,					February 2, 2004(1) to May 31,
	2006			2006			2005		2004
Per Share Operating Performance:
Net asset value, beginning of period	$	9.97			10.06			9.91		10.00
Income (loss) from investment operations:
Net investment income	$	0.05	*		0.11	*		0.09		0.01
Net realized and unrealized gain (loss) on investments	$	0.52			(0.05	)		0.17		(0.10	)
Total from investment operations	$	0.57			0.06			0.26		(0.09	)
Less distributions from:
Net investment income	$	—			0.08			0.08		—
Net realized gain on investments	$	—			0.07			0.03		—
Total distributions	$	—			0.15			0.11		—
Net asset value, end of period	$	10.54			9.97			10.06		9.91
Total Return(2)	%	5.72			0.64			2.64		(0.90	)†
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	5,347			6,673			15,054		21,753
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)	%	2.28			2.26			2.43		1.74	**
Gross expenses prior to expense reimbursement(3)	%	2.28			2.26			2.37		2.36
Net investment income after expense reimbursement(3)(4)	%	0.95			1.06			0.81		0.37	**
Portfolio turnover rate	%	21			76			67		4

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years.

*  Per share data calculated using the average number of shares throughout the period.

**  ING Fund Distributor, LLC voluntarily waived 0.75% of distribution fees on Class B and Class C of Principal Protection IX from February 2, 2004 through April 22, 2004.

†  Represents performance beginning on the first day of the Guarantee Period (April 22, 2004). Total return from commencement of offering of shares was (0.50)%, (0.60)% and (0.60)% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
54

ING PRINCIPAL PROTECTION FUND X(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A												Class B
	Six Months Ended November 30,			Year Ended May 31,						May 3, 2004(1) to May 31,			Six Months Ended November 30,			Year Ended May 31,						May 3, 2004(1) to May 31,
	2006			2006			2005			2004			2006			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$	9.89			10.25			10.00			10.00			9.86			10.22			10.00			10.00
Income (loss) from investment operations:
Net investment income	$	0.09	*		0.17			0.10			0.00	**		0.05	*		0.09			0.04			0.00	**
Net realized and unrealized gain (loss) on investments	$	0.55			(0.09	)		0.26			0.00	**		0.55			(0.09	)		0.26			0.00	**
Total from investment operations	$	0.64			0.08			0.36			0.00	**		0.60			0.00			0.30			0.00	**
Less distributions from:
Net investment income	$	—			0.15			0.07			—			—			0.07			0.04			—
Net realized gains on investments	$	—			0.29			0.04			—			—			0.29			0.04			—
Total distributions	$	—			0.44			0.11			—			—			0.36			0.08			—
Net asset value, end of period	$	10.53			9.89			10.25			10.00			10.46			9.86			10.22			10.00
Total Return(2)	%	6.47			0.72			3.62	†		—	***		6.09			(0.08	)		3.00	†		—	***
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	7,257			8,986			14,204			5,047			33,170			34,312			42,237			12,477
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(3)(4)		%1.52			1.51			1.69			0.93			2.27			2.26			2.32			1.68
Gross expenses prior to expense reimbursement/recoupment(3)		%1.52			1.51			1.68			2.27			2.27			2.26			2.43			3.02
Net investment income (loss) after expense reimbursement/recoupment(3)(4)		%1.69			1.54			1.08			(0.01)			0.96			0.79			0.43			(0.75)
Portfolio turnover rate	%	70			57			78			—			70			57			78			—

	Class C
	Six Months Ended November 30,			Year Ended May 31,						May 3, 2004(1) to May 31,
	2006			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$	9.89			10.22			10.00			10.00
Income (loss) from investment operations:
Net investment income	$	0.05	*		0.08	*		0.04			0.00	**
Net realized and unrealized gain (loss) on investments	$	0.55			(0.08	)		0.26			0.00	**
Total from investment operations	$	0.60			0.00			0.30			0.00	**
Less distributions from:
Net investment income	$	—			0.04			0.04			—
Net realized gains on investments	$	—			0.29			0.04			—
Total distributions	$	—			0.33			0.08			—
Net asset value, end of period	$	10.49			9.89			10.22			10.00
Total Return(2)	%	6.07			(0.07	)		3.02	†		—	***
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	5,573			6,456			12,256			1,825
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)	%	2.27			2.26			2.32			1.68
Gross expenses prior to expense reimbursement(3)	%	2.27			2.26			2.43			3.02
Net investment income (loss) after expense reimbursement(3)(4)	%	0.95			0.79			0.43			(0.77	)
Portfolio turnover rate	%	70			57			78			—

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years.

*  Per share data calculated using the average number of shares throughout the period.

**  Amount represents less than $0.005 per share.

***  As of May 31, 2004, the Fund was in its Offering Period. Total return calculation will begin on the commencement date of the Guarantee Period (August 17, 2004). Total return from commencement of offering of shares was 0.00%, 0.00% and 0.00% for Class A, B and C, respectively.

†  Represents performance beginning on the first day of the Guarantee Period (August 17, 2004). Total return for the year ended May 31, 2005 was 3.62%, 3.00% and 3.02% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
55

ING PRINCIPAL PROTECTION FUND XI(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A									Class B
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			August 16, 2004(1) to May 31, 2005			Six Months Ended November 30, 2006			Year Ended May 31, 2006			August 16, 2004(1) to May 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	9.88			9.99			10.00			9.84			9.96			10.00
Income (loss) from investment operations:
Net investment income	$	0.09	*		0.18			0.08			0.05	*		0.10			0.03
Net realized and unrealized gain (loss) on investments	$	0.52			(0.12	)		(0.04	)		0.52			(0.13	)		(0.04	)
Total from investment operations	$	0.61			0.06			0.04			0.57			(0.03	)		(0.01	)
Less distributions from:
Net investment income	$	—			0.16			0.05			—			0.08			0.03
Net realized gains on investments	$	—			0.01			—			—			0.01			—
Total distributions	$	—			0.17			—			—			0.09			—
Net asset value, end of period	$	10.49			9.88			9.99			10.41			9.84			9.96
Total Return(2)	$	6.17			0.62			(0.09	)**		5.79			(0.27	)		(0.36	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	4,628			6,783			8,999			21,544			22,907			28,380
Ratios to average net assets:
Expenses(3)	%	1.56			1.59			1.75			2.31			2.34			2.50
Net investment income(3)	%	1.71			1.66			1.19			0.97			0.91			0.43
Portfolio turnover rate	%	23			29			28			23			29			28

	Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			August 16, 2004(1) to May 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	9.85			9.96			10.00
Income (loss) from investment operations:
Net investment income	$	0.05	*		0.11			0.03
Net realized and unrealized gain (loss) on investments	$	0.52			(0.13	)		(0.04	)
Total from investment operations	$	0.57			(0.02	)		(0.01	)
Less distributions from:
Net investment income	$	—			0.08			0.03
Net realized gains on investments	$	—			0.01			—
Total distributions	$	—			0.09			—
Net asset value, end of period	$	10.42			9.85			9.96
Total Return(2)	$	5.79			(0.20	)		(0.36	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	4,375			4,737			7,143
Ratios to average net assets:
Expenses(3)	%	2.31			2.34			2.50
Net investment income(3)	%	0.97			0.91			0.46
Portfolio turnover rate	%	23			29			28

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

*  Per share data calculated using the average number of shares throughout the period.

**  Represents performance beginning on the first day of the Guarantee Period (November 18, 2004). Total return from commencement of offering of shares was 0.27%, (0.11)% and (0.08)% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
56

ING PRINCIPAL PROTECTION FUND XII(UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

	Class A									Class B
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			November 15, 2004(1) to May 31, 2005			Six Months Ended November 30, 2006			Year Ended May 31, 2006			November 15, 2004(1) to May 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	9.78			10.01			10.00			9.75			9.97			10.00
Income (loss) from investment operations:
Net investment income	$	0.09	*		0.16	*		0.05			0.05	*		0.09			0.02
Net realized and unrealized loss on investments	$	0.50			(0.21	)		(0.04	)		0.49			(0.20	)		(0.05	)
Total from investment operations	$	0.59			(0.05	)		0.01			0.54			(0.11	)		(0.03	)
Less distributions from:
Net investment income	$	—			0.18			—			—			0.11			—
Total distributions	$	—			0.18			—			—			0.11
Net asset value, end of period	$	10.37			9.78			10.01			10.29			9.75			9.97
Total Return(2)	%	6.03			(0.51	)		0.00	**		5.54			(1.11	)		(0.30	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	2,428			3,051			4,734			10,757			10,748			12,974
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)	%	1.70			1.75			1.68			2.45			2.50			2.43
Gross expenses prior to expense reimbursement(3)	%	1.70			1.92			1.68			2.45			2.67			2.43
Net investment income after expense reimbursement(3)(4)	%	1.82			1.63			1.26			1.07			0.89			0.49
Portfolio turnover rate	%	16			97			14			16			97			14

	Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			November 15, 2004(1) to May 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	9.75			9.97			10.00
Income (loss) from investment operations:
Net investment income	$	0.05	*		0.09	*		0.02
Net realized and unrealized loss on investments	$	0.50			(0.20	)		(0.05	)
Total from investment operations	$	0.55			(0.11	)		(0.03	)
Less distributions from:
Net investment income	$	—			0.11			—
Total distributions	$	—			0.11
Net asset value, end of period	$	10.30			9.75			9.97
Total Return(2)	%	5.64			(1.16	)		(0.30	)**
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	2,258			2,775			5,327
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)	%	2.45			2.50			2.43
Gross expenses prior to expense reimbursement(3)	%	2.45			2.67			2.43
Net investment income after expense reimbursement(3)(4)	%	1.07			0.89			0.52
Portfolio turnover rate	%	16			97			14

⁽¹⁾  Commencement of operations.

⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾  Annualized for periods less than one year.

⁽⁴⁾  The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years.

*  Per share data calculated using the average number of shares throughout the period.

**  Represents performance beginning on the first day of the Guarantee Period (February 16, 2005). Total return from commencement of offering of shares was 0.10%, (0.30)% and (0.30)% for Class A, B and C, respectively.

See Accompanying Notes to Financial Statements
57

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED)

NOTE 1 — ORGANIZATION

Organization. The ING Principal Protection Funds ("PPFs") and ING Index Plus LargeCap Equity Fund ("Index Plus LargeCap Equity") are part of the ING Equity Trust ("IET"), which is an open-end investment management company registered under the 1940 Act.

IET is a Massachusetts business trust organized on June 12, 1998 with twenty-five separate funds. Twelve of the Funds included in this report are: ING Index Plus LargeCap Equity Fund ("Index Plus LargeCap Equity" formerly ING Principal Protection Fund), ING Principal Protection Fund II ("Principal Protection II" or "PPF II"), ING Principal Protection Fund III ("Principal Protection III" or "PPF III"), ING Principal Protection Fund IV ("Principal Protection IV" or "PPF IV"), ING Principal Protection Fund V ("Principal Protection V" or "PPF V"), ING Principal Protection Fund VI ("Principal Protection VI" or "PPF VI"), ING Principal Protection Fund VII ("Principal Protection VII" or "PPF VII"), ING Principal Protection Fund VIII ("Principal Protection VIII" or "PPF VIII"), ING Principal Protection Fund IX ("Principal Protection IX" or "PPF IX"), ING Principal Protection Fund X ("Principal Protection X" or "PPF X"), ING Principal Protection Fund XI ("Principal Protection XI" or "PPF XI"), and ING Principal Protection Fund XII ("Principal Protection XII" or "PPF XII"), (each a "Fund"; collectively the "Funds").

Each PPF has an Offering Period, a Guarantee Period and an Index Plus LargeCap Period. Shares of each PPF will be offered during the Offering Period but will not be offered during the Guarantee Period, except in connection with reinvestment of dividends. Each PPF will be offered on a continuous basis to existing shareholders during the Index Plus LargeCap Period. During the Guarantee Period, each PPF seeks to participate in favorable equity market conditions while preserving at least the principal amount of the PPF as of the inception of the Guarantee Period. Each PPF guarantees that the amount distributed, if any, to each shareholder at the end of the Guarantee Period will be no less than the value of that shareholder's investment as of the inception of the Guarantee Period provided that all distributions received from the PPF have been reinvested and no shares have been redeemed. During the Index Plus LargeCap Period, which will commence i mmediately following the Guarantee Period, each PPF seeks to outperform the total return performance of the S&P 500^® Index, while maintaining a risk profile consistent with the index.

The following table presents the time periods for each PPF's three phases:

	Offering Period	Guarantee Period	Commencement of Index Plus LargeCap Equity
PPF II	11/05/01 — 01/31/02	02/01/02 — 01/31/07	02/01/07
PPF III	03/01/02 — 05/30/02*	06/06/02 — 06/05/07	06/06/07
PPF IV	07/01/02 — 09/30/02*	10/08/02 — 10/08/07	10/09/07
PPF V	11/01/02 — 01/15/03*	01/23/03 — 01/22/08	01/23/08
PPF VI	02/03/03 — 04/15/03*	04/24/03 — 04/23/08	04/24/08
PPF VII	05/01/03 — 06/24/03*	06/30/03 — 06/26/08	06/27/08
PPF VIII	10/01/03 — 12/15/03*	12/23/03 — 12/22/08	12/23/08
PPF IX	02/02/04 — 04/15/04*	04/22/04 — 04/21/09	04/22/09
PPF X	05/03/04 — 08/09/04*	08/17/04 — 08/14/09	08/15/09
PPF XI	08/16/04 — 11/11/04*	11/18/04 — 11/18/09	11/19/09
PPF XII	11/15/04 — 02/09/05*	02/16/05 — 02/16/10	02/17/10

* A Quiet Period between the Offering Period and the Guarantee Period where new deposits are not accepted and the assets will remain invested in short term instruments.

Each Fund offers at least three of the following classes of shares: Class A, Class B, Class C and Class Q. The separate classes of shares differ principally in the applicable sales charges (if any), distribution fees, shareholder servicing fees and transfer agency fees. Shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Funds and earn income and realized gains/losses from the Funds pro rata based on the average daily net assets of each class, without distinction between share classes. Differences in per share dividend rates generally result from differences in separate class expenses, including distribution and shareholder servicing fees. Class B shares, along with their pro rata reinvested dividend shares, automatically convert to Class A shares eight years after purchase.

Effective October 12, 2006, the maximum Class A sales charge for Index Plus LargeCap Equity has been reduced to 3.00%. Return calculations with a starting date prior to October 12, 2006 are based on a 5.75% sales charge, while returns with a starting date on or after October 12, 2006 are based on a 3.00% sales charge.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are consistently followed by the Funds in the preparation of their financial statements. Such policies are in conformity with U.S. generally accepted accounting principles for investment companies.

A.  Security Valuation. Investments in equity securities traded on a national securities exchange are valued at the last reported sale price. Securities reported by NASDAQ will be valued at the NASDAQ official closing prices. Securities traded on an exchange or NASDAQ for which there has been no sale and

58

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

securities traded in the over-the-counter-market are valued at the mean between the last reported bid and ask prices. All investments quoted in foreign currencies will be valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities are valued at prices obtained from independent services or from one or more dealers making markets in the securities and may be adjusted based on the Funds' valuation procedures. U.S. government obligations are valued by using market quotations or independent pricing services that use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics.

Securities and assets for which market quotations are not readily available (which may include certain restricted securities which are subject to limitations as to their sale) are valued at their fair values as determined in good faith by or under the supervision of the Funds' Board of Trustees ("Board"), in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that a Fund calculates its net asset value ("NAV") may also be valued at their fair values as determined in good faith by or under the supervision of a Fund's Board, in accordance with methods that are specifically authorized by the Board. The valuation techniques applied in any specific instance are likely to vary from case to case. With respect to a restricted security, for example, consideration is generally given to the cost of the investment, the market value of any unr estricted securities of the same class at the time of valuation, the potential expiration of restrictions on the security, the existence of any registration rights, the costs to the Funds related to registration of the security, as well as factors relevant to the issuer itself. Consideration may also be given to the price and extent of any public trading in similar securities of the issuer or comparable companies' securities.

The value of a foreign security traded on an exchange outside the United States is generally based on the price of a foreign security on the principal foreign exchange where it trades as of the time a Fund determines its NAV or if the foreign exchange closes prior to the time the Fund determines its NAV, the most recent closing price of the foreign security on its principal exchange. Trading in certain non-U.S. securities may not take place on all days on which the New York Stock Exchange ("NYSE") is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of a Fund's NAV may not take place contemporaneously with the determination of the prices of securities held by a Fund in foreign securities markets. Further, the value of a Fund's assets may be significantly affected by foreign trading on days w hen a shareholder cannot purchase or redeem shares of the Fund. In calculating a Fund's NAV, foreign securities denominated in foreign currency are converted to U.S. dollar equivalents.

If an event occurs after the time at which the market for foreign securities held by a Fund closes but before the time that the Fund's NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time the Fund determines its NAV. In such a case, a Fund will use the fair value of such securities as determined under the Fund's valuation procedures. Events after the close of trading on a foreign market that could require a Fund to fair value some or all of its foreign securities include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis in the determination of a security's fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time a Fund calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, or that such markets will continue to behave in a fashion that is consistent with such models. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that a Fund could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, a Fund is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are

59

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

determined in good faith to be more accurate. Unless an event is such that it causes a Fund to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at a time the Fund determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in the Fund's NAV. Investments in securities maturing in 60 days or less from the date of acquisition are valued at amortized cost, which, when combined with accrued interest, approximates market value.

B.  Security Transactions and Revenue Recognition. Securities transactions are accounted for on the trade date. Realized gains and losses are reported on the basis of identified cost of securities sold. Interest income is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date, or for certain foreign securities, when the information becomes available to the Funds. Premium amortization and discount accretion are determined by the effective yield method.

C.  Foreign Currency Translation. The books and records of the Funds are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1)  Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at the end of the day.

(2)  Purchases and sales of investment securities, income and expenses — at the exchange rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities' current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on a Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include but are not limited to revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to b e less liquid and prices more volatile than those of comparable U.S. companies and U.S. government securities.

D.  Foreign Currency Transactions and Futures Contracts. The Funds may enter into foreign currency exchange transactions to convert to and from different foreign currencies and to and from the U.S. dollar in connection with the planned purchases or sales of securities. The Funds either enter into these transactions on a spot basis at the spot rate prevailing in the foreign currency exchange market or use forward foreign currency contracts to purchase or sell foreign currencies. When the contract is fulfilled or closed, gains or losses are realized. Until then, the gain or loss is included in unrealized appreciation or depreciation. Risks may arise upon entering into forward contracts from the potential inability of counterparties to meet the terms of their forward contracts and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar. For the six months ended November 30, 2006, the Funds did not enter into foreign currency exchange transactions.

Each Fund may enter into futures contracts involving foreign currency, interest rates, securities and security indices. A futures contract obligates the seller of the contract to deliver and the purchaser of the contract to take delivery of the type of foreign currency, financial instrument or security called for in the contract at a specified future time for a specified price. Upon entering into such a contract, a Fund is required to deposit and maintain as collateral such initial margin as required by the exchange on which the contract is

60

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

traded. Pursuant to the contract, a Fund agrees to receive from or pay to the broker an amount equal to the daily fluctuations in the value of the contract. Such receipts or payments are known as variation margins and are recorded as unrealized gains or losses by a Fund. When the contract is closed, a Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

E.  Distributions to Shareholders. The Funds record distributions to their shareholders on the ex-dividend date. Each Fund pays dividends and capital gains, if any, annually. The Funds may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. The characteristics of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies.

F.  Federal Income Taxes. It is the policy of the Funds to comply with the requirements of the subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized capital gains to their shareholders. Therefore, no federal income tax or provision is required. No capital gain distributions will be made until any capital loss carryforwards have been fully utilized or expired.

G.  Organization Expenses and Offering Costs. Costs incurred with the organization of the Funds were expensed as incurred. Costs incurred with the offering of shares of the Funds are deferred and amortized over a twelve-month period starting on the first day of the Guarantee Period on a straight-line basis.

H.  Guarantee Fees. Each PPF's Guarantee is backed by an unconditional, irrevocable guarantee from MBIA Insurance Corporation ("MBIA"), a monoline financial guarantor. Each PPF pays MBIA a guarantee fee of 0.33% of its average daily net assets during the guarantee period.

MBIA Insurance Corporation ("MBIA"), 113 King Street, Armonk, New York 10504 serves as the financial guarantor to the PPFs' pursuant to a written agreement with ING Investments, ING Investment Management Co. and the Trust.

Pursuant to the terms of the Financial Guaranty Agreement, MBIA will issue to the Trust, for the benefit of the shareholders of the PPF, the insurance policy to support the PPF's Payment Undertaking. The insurance policy is unconditional and irrevocable and will remain in place through the Guarantee Maturity Date for a PPF. MBIA is one of the world's premier financial guarantee companies and a leading provider of investment management products and services. MBIA and its subsidiaries provide financial guarantees to municipalities and other bond issuers. MBIA also guarantees structured asset-backed and mortgage-backed transactions, selected corporate bonds and obligations of high-quality financial institutions. Further information about MBIA and its parent company MBIA, Inc. can be found on its website at www.mbia.com.

I.  Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

J.  Repurchase Agreements. Each Fund may invest in repurchase agreements only with government securities dealers recognized by the Board of Governors of the Federal Reserve System. Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects an agreed upon interest rate for the period of time the agreement is outstanding. The period of the repurchase agreements is usually short, from overnight to one week, while the underlying securities generally have longer maturities. Each Fund will receive as collateral securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, being invest ed by the Fund. The underlying collateral is valued daily on a mark-to-market basis to assure that the value, including accrued interest is at least equal to the repurchase price. If the seller defaults, a Fund might incur a loss or delay in the realization of proceeds if the value of the security collateralizing the repurchase agreement declines, and it might incur disposition costs in liquidating the collateral.

61

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

K.  Illiquid and Restricted Securities. Each Fund may not invest more than 15% of its net assets in illiquid securities. Illiquid securities are not readily marketable. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Funds to sell them promptly at an acceptable price. Each Fund also may invest in restricted securities, which include those sold under Rule 144A of the Securities Act of 1933 ("1933 Act") or securities offered pursuant to Section 4(2) of the 1933 Act, and/or are subject to legal or contractual restrictions on resale and generally may not be publicly sold without registration under the 1933 Act. Certain restricted securities may be considered liquid pursuant to procedures adopted by the Board or may be deemed to be illiquid because they may not be readily marketable. Illiquid and restricted securities are valued using market quotations when readily available. In the absence of market quotations, the securities are valued based upon their fair value determined under procedures approved by the Board.

NOTE 3 — INVESTMENT TRANSACTIONS

For the six months ended November 30, 2006, the cost of purchases and proceeds from the sales of securities, excluding short-term securities, were as follows:

	Purchases		Sales
Index Plus LargeCap Equity	$	130,185,542	$	108,492,760
PPF II		7,758,637		14,925,685
PPF III		8,124,000		13,417,708
PPF IV		54,582,157		82,962,188
PPF V		42,339,030		27,049,221
PPF VI		25,641,397		43,237,439
PPF VII		11,920,396		15,895,892
PPF VIII		8,474,196		8,454,464
PPF IX		7,016,732		6,712,102
PPF X		29,515,631		7,935,812
PPF XI		3,817,413		4,016,122
PPF XII		1,869,733		2,021,262

U.S. government securities not included above were as follows:

	Purchases		Sales
Index Plus LargeCap Equity	$	—	$	121,972,238
PPF II		—		28,188,494
PPF III		—		19,316,787
PPF IV		9,429,000		38,373,956
PPF V		27,049,221		67,245,889
PPF VI		51,686,377		71,634,574
PPF VII		15,882,015		32,040,677
PPF VIII		10,196,051		24,250,200
PPF IX		5,085,762		14,158,999
PPF X		3,611,708		32,418,455
PPF XI		3,536,276		9,205,877
PPF XII		626,903		2,546,529

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES

The Funds entered into an investment management agreement ("Management Agreement") with ING Investments, LLC ("ING Investments" or "Investment Adviser"). The Management Agreement compensates the Investment Adviser with a fee, computed daily and payable monthly, based on the average daily net assets of each Fund. The fee for each PPF is 0.25% during its Offering Period and 0.45% during its Index Plus LargeCap Period. For PPF II — PPF VII, the fee during the Guarantee Period is 0.80%. During the Guarantee Period for PPF VIII — PPF XII, the maximum fee is 0.80% on the Equity Component and 0.55% on both the Fixed Component and Exchange Traded Fund/Futures Strategy Component of the average daily net assets. The fee for Index Plus LargeCap Equity is 0.45% of its average daily net assets.

ING Investment Management Co. ("ING IM" or "Sub-Adviser") a registered investment adviser, serves as Sub-Adviser to the Funds.

ING Funds Services, LLC (the "Administrator"), serves as administrator to each Fund. Each Fund compensates the Administrator with a fee calculated at an annual rate of 0.10% of each Fund's average daily net assets.

The Investment Adviser, ING IM, the Administrator and ING Funds Distributor, LLC (the "Distributor") are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individuals and investors.

NOTE 5 — DISTRIBUTION AND SERVICE FEES

Each share class of the Funds has adopted a Plan pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans"), whereby the Distributor is compensated by the Funds for expenses incurred in the distribution of each Fund's shares ("Distribution Fees"). Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month to compensate expenses incurred in the distribution and promotion of each Fund's shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution related expenses, including any distribution or shareholder servicing fees ("Service Fees") paid to securities dealers who have executed a distribution agreement

62

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 5 — DISTRIBUTION AND SERVICE FEES (continued)

with the Distributor. Under the 12b-1 Plans, each class of shares of the Fund pays the Distributor a combined Distribution and/or Service Fee based on average daily net assets at the following rates:

	Class A			Class B			Class C			Class Q
Index Plus LargeCap Equity		0.25	%		1.00	%		1.00	%		0.25	%
PPF II		0.25	%		1.00	%		1.00	%	N/A
PPF III		0.25	%		1.00	%		1.00	%	N/A
PPF IV		0.25	%		1.00	%		1.00	%		0.25	%
PPF V		0.25	%		1.00	%		1.00	%	N/A
PPF VI		0.25	%		1.00	%		1.00	%	N/A
PPF VII		0.25	%		1.00	%		1.00	%	N/A
PPF VIII		0.25	%		1.00	%		1.00	%	N/A
PPF IX		0.25	%		1.00	%		1.00	%	N/A
PPF X		0.25	%		1.00	%		1.00	%	N/A
PPF XI		0.25	%		1.00	%		1.00	%	N/A
PPF XII		0.25	%		1.00	%		1.00	%	N/A

For the six months ended November 30, 2006, the Distributor retained the following amounts in sales charges:

Initial Sales Charges:	Class A Shares		Class B Shares	Class C Shares
PPF VIII	$	1,409	N/A	N/A
Contingent Deferred Sales Charges:	Class A Shares		Class B Shares	Class C Shares
Index Plus LargeCap Equity	$	14	N/A	N/A
PPF II		2	N/A	N/A
PPF IV		N/A	N/A	$	1
PPF V		2	N/A	N/A
PPF VII		588	N/A	N/A
PPF XI		3,006	N/A	N/A

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At November 30, 2006, the Funds had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 4 and 5):

	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Accrued Waivers & Reimbursements		Total
Index Plus LargeCap Equity	$	21,355	$	4,746	$	44,461	$	—	$	70,562
PPF II		138,447		17,306		164,085		—		319,838
PPF III		108,139		13,517		126,946		—		248,602
PPF IV		221,408		27,676		265,048		—		514,132
PPF V		178,783		22,348		211,066		—		412,197
PPF VI		160,040		20,005		190,984		—		371,029
PPF VII		78,394		9,799		93,787		205		182,185
PPF VIII		40,200		6,147		56,305		—		102,652
PPF IX		30,123		4,520		41,872		—		76,515
PPF X		25,491		3,781		33,312		—		62,584
PPF XI		16,771		2,523		22,287		12,917		54,498
PPF XII		8,281		1,265		11,146		—		20,692

During the year ended May 31, 2005, the Sub-Adviser reimbursed PPF VI $11,250 in connection with loss on an investment transaction.

The Funds have adopted a Retirement Policy covering all independent trustees of each Fund who will have served as an independent trustee for at least five years at the time of retirement. Benefits under this plan are based on an annual rate as defined in the plan agreement.

NOTE 7 — OTHER ACCRUED EXPENSES AND LIABILITIES

At November 30, 2006, the Funds had the following payables included in Other Accrued Expenses and Liabilities on the Statements of Assets and Liabilities that exceeded 5% of total liabilities.

	Payable for MBIA Fees
PPF III	$	44,607
PPF IV		91,331
PPF V		73,748
PPF VI		66,017
PPF X		12,478
PPF XI		8,327
PPF XII		4,174
	Payable for Custody Fees
PPF XI	$	6,200
PPF XII		2,216
	Payable for Postage Fees
PPF IX	$	26,395
PPF XI		7,244
	Payable for Transfer Agent Fees
PPF XII	$	3,970
	Payable for Printing Fees
Index Plus LargeCap Equity	$	42,282
PPF IX		23,878
PPF X		12,559
	Payable for Audit Fees
PPF XII	$	3,326

NOTE 8 — EXPENSE LIMITATIONS

ING Investments entered into a written expense limitation agreement ("Expense Limitation Agreement") with each of the Funds whereby, the Investment Adviser has agreed to limit expenses, excluding interest, taxes,

63

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 8 — EXPENSE LIMITATIONS (continued)

brokerage and extraordinary expenses to the levels listed below:

	Class A			Class B			Class C			Class Q
PPF II		1.75	%		2.50	%		2.50	%	N/A
PPF III		1.75	%		2.50	%		2.50	%	N/A
PPF IV		1.75	%		2.50	%		2.50	%		1.75	%
PPF V		1.75	%		2.50	%		2.50	%	N/A
PPF VI		1.75	%		2.50	%		2.50	%	N/A
PPF VII(1)		1.75	%		2.50	%		2.50	%	N/A
PPF VIII		1.75	%		2.50	%		2.50	%	N/A
PPF IX		1.75	%		2.50	%		2.50	%	N/A
PPF X		1.75	%		2.50	%		2.50	%	N/A
PPF XI		1.75	%		2.50	%		2.50	%	N/A
PPF XII		1.75	%		2.50	%		2.50	%	N/A

(1) The Expense Limitation Agreement for PPF VII was modified May 1, 2004 into a tier structure based on the percentage of assets in the Equity Component. Under this tier structure, the Investment Adviser will limit expenses to a maximum of 1.75%, 2.50% and 2.50% for Classes A, B and C, respectively, excluding expenses such as interest, taxes, brokerage and extraordinary expenses. The actual expense limitation rates from May 31, 2004 to May 31, 2005 were 1.46%, 2.21% and 2.21% for Classes A, B and C, respectively. The actual expense limitation rates from
May 31, 2005 to May 31, 2006 were 1.75%, 2.50% and 2.50% for Classes A, B and C, respectively.

The Investment Adviser may at a later date recoup from a Fund for management fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such reimbursement, that Fund's expense ratio does not exceed the percentage described above. Waived and reimbursed fees net of any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Statement of Operations for each Fund. Outstanding reimbursement balances due to the Funds, if any, under their respective expense limitation agreements are reflected in Reimbursement Due from Manager on the accompanying Statements of Assets and Liabilities.

As of November 30, 2006, the cumulative amounts of reimbursed fees that are subject to possible recoupment by the Investment Adviser, and the related expiration dates are as follows:

	November 30,
	2007		2008		2009		Total
PPF VII	$	114,876	$	22,717	$	—	$	137,593
PPF XII		—		21,171		13,229		34,400

The Expense Limitation Agreement is contractual and shall renew automatically for one-year terms unless ING Investments provides written termination of the Expense Limitation Agreement within 90 days of the end of the then current term.

NOTE 9 — LINE OF CREDIT

The Funds, in addition to certain other funds managed by the Investment Adviser, have entered into an unsecured committed revolving line of credit agreement (the "Credit Agreement") with The Bank of New York for an aggregate amount of $125,000,000. The proceeds may be used to: (1) temporarily finance the purchase and sale of securities; (2) finance the redemption of shares of an investor in the Funds; and (3) enable the Funds to meet other emergency expenses as defined in the Credit Agreement. The Funds to which the line of credit is available pay a commitment fee equal to 0.09% per annum on the daily unused portion of the committed line amount payable quarterly in arrears.

The following Funds utilized the line of credit during the six months ended November 30, 2006:

Fund	Days Utilized		Approximate Average Daily Balance for Days Utilized		Approximate Weighted Average Interest Rate For Days Utilized
Index Plus LargeCap Equity		7	$	2,327,143		6.05	%
PPF VI		1		530,000		5.52	%

64

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES

Transaction in capital shares and dollars were as follows:

	Class A						Class B
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Index Plus LargeCap Equity (Number of Shares)
Dividends reinvested		34,809			31,106			184,494			199,169
Shares redeemed		(807,807	)		(673,796	)		(9,425,611	)		(4,782,935	)
Net decrease in shares outstanding		(772,998	)		(642,690	)		(9,271,114	)		(4,583,766	)
Index Plus LargeCap Equity ($)
Dividends reinvested	$	345,696		$	303,285		$	1,529,381		$	1,943,888
Shares redeemed		(8,035,276	)		(6,650,627	)		(93,821,307	)		(47,005,553	)
Net decrease	$	(7,689,580	)	$	(6,347,342	)	$	(92,291,926	)	$	(45,061,665	)
	Class C						Class Q
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Index Plus LargeCap Equity (Number of Shares)
Dividends reinvested		10,191			17,514			159			200
Shares redeemed		(667,250	)		(1,151,202	)		(3,902	)		(25,168	)
Net decrease in shares outstanding		(657,059	)		(1,133,688	)		(3,743	)		(24,968	)
Index Plus LargeCap Equity ($)
Dividends reinvested	$	103,133		$	171,639		$	1,586		$	1,966
Shares redeemed		(6,677,697	)		(11,355,140	)		(39,109	)		(249,744	)
Net decrease	$	(6,574,564	)	$	(11,183,501	)	$	(37,523	)	$	(247,778	)

	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection II (Number of Shares)
Dividends reinvested		—			51,981			—			388,101			—			47,860
Shares redeemed		(243,032	)		(983,030	)		(2,319,726	)		(6,349,149	)		(632,993	)		(2,051,427	)
Net decrease in shares outstanding		(243,032	)		(931,049	)		(2,319,726	)		(5,961,048	)		(632,993	)		(2,003,567	)
Principal Protection II ($)
Dividends reinvested	$	—		$	491,739		$	—		$	3,674,885		$	—		$	455,147
Shares redeemed		(2,341,124	)		(9,440,582	)		(22,308,403	)		(60,794,351	)		(6,123,589	)		(19,720,368	)
Net decrease	$	(2,341,124	)	$	(8,948,843	)	$	(22,308,403	)	$	(57,119,466	)	$	(6,123,589	)	$	(19,265,221	)
	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection III (Number of Shares)
Dividends reinvested		—			40,089			—			293,694			—			25,229
Shares redeemed		(19,490	)		(636,574	)		(1,976,116	)		(5,381,274	)		(326,356	)		(1,138,454	)
Net decrease in shares outstanding		(19,490	)		(596,485	)		(1,976,716	)		(5,087,580	)		(326,356	)		(1,113,225	)
Principal Protection III ($)
Dividends reinvested	$	—		$	386,061		$	—		$	2,826,711		$	—		$	244,470
Shares redeemed		(183,436	)		(6,219,092	)		(19,290,871	)		(52,423,016	)		(3,204,498	)		(11,134,704	)
Net decrease	$	(183,436	)	$	(5,833,031	)	$	(19,290,871	)	$	(49,596,305	)	$	(3,204,498	)	$	(10,890,234	)

65

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class A						Class B
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection IV (Number of Shares)
Dividends reinvested		—			45,876			—			407,834
Shares redeemed		(201,250	)		(1,123,796	)		(3,580,094	)		(8,913,971	)
Net decrease in shares outstanding		(201,250	)		(1,077,920	)		(3,580,094	)		(8,506,137	)
Principal Protection IV ($)
Dividends reinvested	$	—		$	479,858		$	—		$	4,270,017
Shares redeemed		(2,097,380	)		(11,831,527	)		(38,122,530	)		(93,677,960	)
Net decrease	$	(2,097,380	)	$	(11,351,669	)	$	(38,122,530	)	$	(89,407,943	)
	Class C						Class Q
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection IV (Number of Shares)
Dividends reinvested		—			46,942			—			595
Shares redeemed		(744,266	)		(2,400,736	)		—			(60,464	)
Net decrease in shares outstanding		(744,266	)		(2,353,794	)		—			(59,869	)
Principal Protection IV ($)
Dividends reinvested	$	—		$	493,363		$	—		$	6,246
Shares redeemed		(7,953,166	)		(25,278,434	)		—			(630,477	)
Net decrease	$	(7,953,166	)	$	(24,785,071	)	$	—		$	(624,231	)

	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection V (Number of Shares)
Dividends reinvested		—			44,717			—			323,489			—			23,373
Shares redeemed		(168,467	)		(995,261	)		(3,161,867	)		(8,546,359	)		(388,190	)		(1,624,326	)
Net decrease in shares outstanding		(168,467	)		(950,544	)		(3,161,867	)		(8,222,870	)		(388,190	)		(1,600,953	)
Principal Protection V ($)
Dividends reinvested	$	—		$	441,356		$	—		$	3,199,283		$	—		$	231,861
Shares redeemed		(1,658,412	)		(9,902,918	)		(31,653,642	)		(84,767,488	)		(3,881,880	)		(16,156,874	)
Net decrease	$	(1,658,412	)	$	(9,461,562	)	$	(31,653,642	)	$	(81,568,205	)	$	(3,881,880	)	$	(15,925,013	)
	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection VI (Number of Shares)
Dividends reinvested		—			25,571			—			143,057			—			8,842
Shares redeemed		(173,286	)		(969,227	)		(2,920,669	)		(7,743,763	)		(484,967	)		(1,779,638	)
Net decrease in shares outstanding		(173,286	)		(943,656	)		(2,920,669	)		(7,600,706	)		(484,967	)		(1,770,796	)
Principal Protection VI ($)
Dividends reinvested	$	—		$	252,132		$	—		$	1,413,830		$	—		$	87,803
Shares redeemed		(1,732,273	)		(9,603,783	)		(29,150,455	)		(76,565,988	)		(4,864,522	)		(17,641,534	)
Net decrease	$	(1,732,273	)	$	(9,351,651	)	$	(29,150,455	)	$	(75,152,158	)	$	(4,864,522	)	$	(17,553,731	)

66

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection VII (Number of Shares)
Dividends reinvested		—			23,571			—			197,277			—			22,688
Shares redeemed		(135,546	)		(642,056	)		(1,539,394	)		(4,285,829	)		(351,408	)		(1,208,528	)
Net decrease in shares outstanding		(135,546	)		(618,485	)		(1,539,394	)		(4,088,552	)		(351,408	)		(1,185,840	)
Principal Protection VII ($)
Dividends reinvested	$	—		$	229,345		$	—		$	1,937,257		$	—		$	222,324
Shares redeemed		(1,326,577	)		(6,302,333	)		(15,265,072	)		(42,315,808	)		(3,472,678	)		(11,931,909	)
Net decrease	$	(1,326,577	)	$	(6,072,988	)	$	(15,265,072	)	$	(40,378,551	)	$	(3,472,678	)	$	(11,709,585	)
	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection VIII (Number of Shares)
Dividends reinvested		—			23,085			—			74,009			—			7,188
Shares redeemed		(230,417	)		(657,270	)		(888,191	)		(2,301,769	)		(263,017	)		(1,062,504	)
Net decrease in shares outstanding		(230,417	)		(634,185	)		(888,191	)		(2,227,760	)		(263,017	)		(1,055,316	)
Principal Protection VIII ($)
Dividends reinvested	$	—		$	228,971		$	—		$	733,428		$	—		$	71,453
Shares redeemed		(2,299,883	)		(6,539,174	)		(8,884,307	)		(22,860,333	)		(2,634,787	)		(10,573,040	)
Net decrease	$	(2,299,883	)	$	(6,310,203	)	$	(8,884,307	)	$	(22,126,905	)	$	(2,634,787	)	$	(10,501,587	)
	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Dividends reinvested		—			18,092			—			85,532			—			11,222
Shares redeemed		(126,926	)		(380,083	)		(543,243	)		(1,108,578	)		(162,257	)		(838,141	)
Net decrease in shares outstanding		(126,926	)		(361,991	)		(543,243	)		(1,023,046	)		(162,257	)		(826,919	)
Principal Protection IX ($)
Dividends reinvested	$	—		$	180,559		$	—		$	855,316		$	—		$	112,556
Shares redeemed		(1,290,291	)		(3,829,592	)		(5,477,022	)		(11,133,148	)		(1,641,859	)		(8,435,161	)
Net decrease	$	(1,290,291	)	$	(3,649,033	)	$	(5,477,022	)	$	(10,277,832	)	$	(1,641,859	)	$	(8,322,605	)
	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection X (Number of Shares)
Dividends reinvested		—			47,295			—			113,117			—			17,685
Shares redeemed		(219,331	)		(524,488	)		(307,227	)		(766,980	)		(121,367	)		(564,447	)
Net decrease in shares outstanding		(219,331	)		(477,193	)		(307,227	)		(653,863	)		(121,367	)		(546,762	)
Principal Protection X ($)
Dividends reinvested	$	—		$	470,585		$	—		$	1,126,641		$	—		$	176,499
Shares redeemed		(2,210,157	)		(5,304,227	)		(3,083,381	)		(7,756,528	)		(1,216,939	)		(5,741,191	)
Net decrease	$	(2,210,157	)	$	(4,833,642	)	$	(3,083,381	)	$	(6,629,887	)	$	(1,216,939	)	$	(5,564,692	)

67

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection XI (Number of Shares)
Dividends reinvested		—			12,030			—			21,159			—			29,698
Shares redeemed		(245,638	)		(225,598	)		(256,754	)		(543,755	)		(60,908	)		(2,372,379	)
Net decrease in shares outstanding		(245,638	)		(213,568	)		(256,754	)		(522,596	)		(60,908	)		(2,342,681	)
Principal Protection XI ($)
Dividends reinvested	$	—		$	119,453		$	—		$	210,197		$	—		$	—
Shares redeemed		(2,493,197	)		(2,250,088	)		(2,569,729	)		(5,404,263	)		(608,523	)		(2,342,681	)
Net decrease	$	(2,493,197	)	$	(2,130,635	)	$	(2,569,729	)	$	(5,194,066	)	$	(608,523	)	$	(2,342,681	)
	Class A						Class B						Class C
	Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006			Six Months Ended November 30, 2006			Year Ended May 31, 2006
Principal Protection XII (Number of Shares)
Dividends reinvested		—			5,714			—			12,290			—			2,295
Shares redeemed		(77,791	)		(166,920	)		(57,821	)		(210,380	)		(65,352	)		(251,832	)
Net decrease in shares outstanding		(77,791	)		(161,206	)		(57,821	)		(198,090	)		(65,352	)		(249,537	)
Principal Protection XII ($)
Dividends reinvested	$	—		$	56,393		$	—		$	121,177		$	—		$	22,650
Shares redeemed		(777,057	)		(1,662,265	)		(572,550	)		(2,079,467	)		(646,612	)		(2,491,743	)
Net decrease	$	(777,057	)	$	(1,605,872	)	$	(572,550	)	$	(1,958,290	)	$	(646,612	)	$	(2,469,093	)

NOTE 11 — FEDERAL INCOME TAXES

The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term

capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as distributions of paid-in capital.

Dividends paid by the Funds from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders.

The tax composition of dividends and distributions to shareholders was as follows:

	Six Months Ended November 30, 2006		Year Ended May 31, 2006
	Ordinary Income		Ordinary Income		Long-Term Capital Gains
Index Plus LargeCap Equity	$	1,981,662	$	3,105,000	$	—
PPF II		—		6,153,605		—
PPF III		—		4,363,506		—
PPF IV		—		2,031,385		4,471,587
PPF V		—		4,372,065		—
PPF VI		—		2,015,841		—
PPF VII		—		1,582,496		1,182,567
PPF VIII		—		1,252,159		—
PPF IX		—		1,320,304		152
PPF X		—		1,911,672		161,437
PPF XI		—		439,730		808
PPF XII		—		251,634		—

68

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 11 — FEDERAL INCOME TAXES (continued)

The tax-basis components of distributable earnings and the expiration dates of the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of May 31, 2006 were:

	Undistributed Ordinary Income		Undistributed Long Term Capital Gains		Unrealized Appreciation/ Depreciation			Post- October Capital Losses Deferred			Capital Loss Carryforwards			Expiration Dates
Index Plus LargeCap Equity	$	1,078,559	$	—	$	5,366,815		$	—		$	(10,884,772	)		2011
PPF II		2,061,895		—		5,580,119			—			(29,360,869	)		2011
PPF III		1,377,677		—		6,580,528			—			(16,762,087	)		2011
PPF IV		587,410		4,734,459		32,689,383			—			—			—
PPF V		1,947,123		1,622,240		(4,396,411	)		—			—			—
PPF VI		1,573,668		—		(4,556,133	)		—			—			—
PPF VII		—		—		(3,354,177	)		(420,775	)		—			—
PPF VIII		410,010		—		(1,837,019	)		—			—			—
PPF IX		555,589		162,272		(721,828	)		—			—			—
PPF X		424,844		410,391		(986,355	)		—			—			—
PPF XI		226,768		81,969		(762,448	)		—			—			—
PPF XII		76,494		—		(346,475	)		—		$	(61,895	)		2013
												(92,067	)		2014
											$	(153,962	)

NOTE 12 — LITIGATION

Lawsuits were filed by certain shareholders on behalf of Index Plus LargeCap Equity, Principal Protection II, and Principal Protection IV (the "Funds") against ING Investments, LLC, the Funds' Investment Adviser, ING IM, the Funds' Sub-Adviser, ING Funds Distributors, LLC, the Funds' Distributor and certain of the independent trustees of the Funds (collectively, the "Defendants") that allege, among other things, that the Funds' advisory fees, sub-advisory fees and certain 12b-1 fees are excessive. The claims regarding 12b-1 fees and the claims against the Independent Trustees were dismissed. The Funds were named as nominal defendants in each of these suits. The suits sought recovery by the Funds from the Defendants of any fees found to be excessive.

On July 19, 2006, the United States District Court District of Massachusetts approved the terms of a settlement of the matter. Under the terms of the settlement, ING Investments, LLC and ING IM, Defendants, made an aggregate payment of $1.5 million to the Funds on August 21, 2006 as follows:

Index Plus LargeCap Equity	$	241,820
PPF II		502,489
PPF IV		755,691

In addition, under the terms of the settlement, the Defendants have agreed, subject to the approval of the Trustees of the PPFs, to reduce for a period of ten years the advisory fee of the PPFs during the Index Plus LargeCap Period from 0.60% to 0.45% of average daily net assets.

NOTE 13 — OTHER ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective for the first fiscal year beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. Management of the Funds has assessed the impact of adopting FIN 48 and currently does not believe there will be a ma terial impact to the Funds.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standard No. 157 ("SFAS No. 157"), Fair Value Measurements. The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on

69

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 13 — OTHER ACCOUNTING PRONOUNCEMENTS (continued)

the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity's own assumptions about market

participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of November 30, 2006, the Funds are currently assessing the impact, if any, that will result from adopting SFAS No. 157.

NOTE 14 — SUBSEQUENT EVENTS

Dividends: Subsequent to November 30, 2006, the following Funds declared dividends and distributions of:

	PER SHARE AMOUNTS
	Net Investment Income		Short-Term Capital Gains		Long-Term Capital Gains		Payable Date	Record Date
Index Plus LargeCap Equity
Class A	$	0.0971	$	—	$	—	December 19, 2006	December 14, 2006
Class B	$	0.0759	$	—	$	—	December 19, 2006	December 14, 2006
Class C	$	0.0792	$	—	$	—	December 19, 2006	December 14, 2006
Class Q	$	0.0984	$	—	$	—	December 19, 2006	December 14, 2006
PPF II
Class A	$	0.3264	$	—	$	—	December 19, 2006	December 14, 2006
Class B	$	0.2465	$	—	$	—	December 19, 2006	December 14, 2006
Class C	$	0.2259	$	—	$	—	December 19, 2006	December 14, 2006
PPF III
Class A	$	0.2790	$	—	$	—	December 19, 2006	December 14, 2006
Class B	$	0.1925	$	—	$	—	December 19, 2006	December 14, 2006
Class C	$	0.1774	$	—	$	—	December 19, 2006	December 14, 2006
PPF IV
Class A	$	0.1595	$	—	$	0.2744	December 19, 2006	December 14, 2006
Class B	$	0.0701	$	—	$	0.2744	December 19, 2006	December 14, 2006
Class C	$	0.0557	$	—	$	0.2744	December 19, 2006	December 14, 2006
Class Q	$	0.1690	$	—	$	0.2744	December 19, 2006	December 14, 2006
PPF V
Class A	$	0.1461	$	0.0622	$	0.1007	December 19, 2006	December 14, 2006
Class B	$	0.0595	$	0.0622	$	0.1007	December 19, 2006	December 14, 2006
Class C	$	0.0477	$	0.0622	$	0.1007	December 19, 2006	December 14, 2006
PPF VI
Class A	$	0.1396	$	0.0360	$	0.0194	December 19, 2006	December 14, 2006
Class B	$	0.0590	$	0.0360	$	0.0194	December 19, 2006	December 14, 2006
Class C	$	0.0405	$	0.0360	$	0.0194	December 19, 2006	December 14, 2006
PPF VII
Class A	$	0.0846	$	—	$	—	December 19, 2006	December 14, 2006
Class B	$	0.0100	$	—	$	—	December 19, 2006	December 14, 2006
Class C	$	—	$	—	$	—	December 19, 2006	December 14, 2006
PPF VIII
Class A	$	0.1845	$	0.0116	$	—	December 19, 2006	December 14, 2006
Class B	$	0.1032	$	0.0116	$	—	December 19, 2006	December 14, 2006
Class C	$	0.0746	$	0.0116	$	—	December 19, 2006	December 14, 2006
PPF IX
Class A	$	0.2055	$	0.0457	$	0.0686	December 19, 2006	December 14, 2006
Class B	$	0.1245	$	0.0457	$	0.0686	December 19, 2006	December 14, 2006
Class C	$	0.0933	$	0.0457	$	0.0686	December 19, 2006	December 14, 2006
PPF X
Class A	$	0.1939	$	0.0393	$	0.0945	December 19, 2006	December 14, 2006
Class B	$	0.1171	$	0.0393	$	0.0945	December 19, 2006	December 14, 2006
Class C	$	0.1050	$	0.0393	$	0.0945	December 19, 2006	December 14, 2006

70

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 14 — SUBSEQUENT EVENTS (continued)

	PER SHARE AMOUNTS
	Net Investment Income		Short-Term Capital Gains		Long-Term Capital Gains		Payable Date	Record Date
PPF XI
Class A	$	0.2049	$	0.0069	$	0.0281	December 19, 2006	December 14, 2006
Class B	$	0.1329	$	0.0069	$	0.0281	December 19, 2006	December 14, 2006
Class C	$	0.1239	$	0.0069	$	0.0281	December 19, 2006	December 14, 2006
PPF XII
Class A	$	0.1958	$	—	$	—	December 19, 2006	December 14, 2006
Class B	$	0.1240	$	—	$	—	December 19, 2006	December 14, 2006
Class C	$	0.0890	$	—	$	—	December 19, 2006	December 14, 2006

Effective, December 15, 2006, Class B shares of Index Plus LargeCap Equity are closed to new investment, except that: (1) Class B shares of Index Plus LargeCap Equity may be purchased through the reinvestment of dividends issued by Class B shares of the Fund; and (2) subject to the terms and conditions of relevant exchange privileges and as permitted under the Prospectus, existing shareholders of the Fund may acquire Class B shares of the Funds through the exchange of other funds in the ING mutual funds complex.

Effective February1, 2007, PPF II will change its name to ING Index Plus LargeCap Equity Fund II. Effective February 1, 2007, PPF II will also change its investment objective and principal investment strategies.

NOTE 15 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

ING Investments reported to the Boards of Directors/Trustees (the "Boards") of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.

In addition to responding to regulatory and governmental requests, ING Investments reported that management of U.S. affiliates of ING Groep, including ING Investments (collectively, "ING"), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. ING's internal review related to mutual fund trading is now substantially completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING's variable insurance and mutual fund products, and identified other circums tances where frequent trading occurred, despite measures taken by ING intended to

combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.

ING Investments has advised the Boards that most of the identified arrangements were initiated prior to ING's acquisition of the businesses in question in the U.S. ING Investments further reported that the companies in question did not receive special benefits in return for any of these arrangements, which have all been terminated.

Based on the internal review, ING Investments has advised the Boards that the identified arrangements do not represent a systemic problem in any of the companies that were involved.

In September 2005, ING Funds Distributor, LLC ("IFD"), the distributor of certain ING Funds, settled an administrative proceeding with the NASD regarding three arrangements, dating from 1995, 1996 and 1998, under which the administrator to the then-Pilgrim Funds, which subsequently became part of the ING Funds, entered into formal and informal arrangements that permitted frequent trading. Under the terms of the Letter of Acceptance, Waiver and Consent ("AWC") with the NASD, under which IFD neither admitted nor denied the allegations or findings, IFD consented to the following sanctions: (i) a censure; (ii) a fine of $1.5 million; (iii) restitution of approximately $1.44 million to certain ING Funds for losses attributable to excessive trading described

71

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 15 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

in the AWC; and (iv) agreement to make certification to the NASD regarding the review and establishment of certain procedures.

In addition to the arrangements discussed above, ING Investments reported to the Boards that, at this time, these instances include the following, in addition to the arrangements subject to the AWC discussed above:

•  Aeltus Investment Management, Inc. (a predecessor entity to ING Investment Management Co.) identified two investment professionals who engaged in extensive frequent trading in certain ING Funds. One was subsequently terminated for cause and incurred substantial financial penalties in connection with this conduct and the second has been disciplined.

•  ReliaStar Life Insurance Company ("ReliaStar") entered into agreements seven years ago permitting the owner of policies issued by the insurer to engage in frequent trading and to submit orders until 4pm Central Time. In 2001 ReliaStar also entered into a selling agreement with a broker-dealer that engaged in frequent trading. Employees of ING affiliates were terminated and/or disciplined in connection with these matters.

•  In 1998, Golden American Life Insurance Company entered into arrangements permitting a broker-dealer to frequently trade up to certain specific limits in a fund available in an ING variable annuity product. No employee responsible for this arrangement remains at the company.

For additional information regarding these matters, you may consult the Form 8-K and Form 8-K/A for each of four life insurance companies, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company of New York, each filed with the Securities and Exchange Commission (the "SEC") on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the SEC's Web site at http://www.sec.gov. Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Boards are the only instances of such trading respecting the ING Funds.

ING Investments reported to the Boards that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, ING Investments advised the Boards that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that ING's acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, Investments reported that given ING's refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.

•  ING has agreed with the ING Funds to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING's internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. ING Investments reported to the Boards that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.

•  ING updated its Code of Conduct for employees reinforcing its employees' obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements.

•  The ING Funds, upon a recommendation from ING, updated their respective Codes of Ethics applicable to investment professionals with ING entities and certain other fund personnel, requiring such personnel to pre-clear any purchases or sales of ING Funds that are not systematic in nature (i.e., dividend reinvestment), and imposing minimum holding periods for shares of ING Funds.

•  ING instituted excessive trading policies for all customers in its variable insurance and retirement products and for shareholders of the ING Funds sold to the public through financial intermediaries. ING does not make exceptions to these policies.

•  ING reorganized and expanded its U.S. Compliance Department, and created an Enterprise Compliance team to enhance controls and consistency in regulatory compliance.

72

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 15 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

Other Regulatory Matters

The New York Attorney General (the "NYAG") and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request. In connection with one such investigation, affiliates of ING Investments were named in a petition for relief and cease and desist order filed by the New Hampshire Bureau of Securities Regulation (the "NH Bureau") concerning their administration of the New Hampshire state employees deferred compensation plan.

On October 10, 2006, an affiliate of ING Investments entered into an assurance of discontinuance with the NYAG (the "NYAG Agreement") regarding the endorsement of its products by the New York State United Teachers Union Member Benefits Trust ("NYSUT") and the sale of their products to NYSUT members. Under the terms of the NYAG Agreement, the affiliate of ING Investments, without admitting or denying the NYAG's findings, will distribute $30 million to NYSUT members, and/or former NYSUT members, who participated in the NYSUT-endorsed products at any point between January 1, 2001 and June 30, 2006. The affiliate also agreed with the NYAG's office to develop a one-page disclosure that will further improve transparency and disclosure regarding retirement product fees (the "One-Page Disclosure"). Pursuant to the terms of the NYAG Agreement, the affiliate has agreed for a five year period to provide its retirement product customers with the One-Pag e Disclosure.

In addition, on the same date, these affiliates of ING Investments entered into a consent agreement with the NH Bureau (the "NH Agreement") to resolve this petition for relief and cease and desist order. Under the terms of the NH Agreement, these affiliates of ING Investments, without admitting or denying the NH

Bureau's claims, have agreed to pay $3 million to resolve the matter, and for a five year period to provide their retirement product customers with the One-Page Disclosure described above.

Other federal and state regulators could initiate similar actions in this or other areas of ING's businesses.

These regulatory initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which ING is engaged.

In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate.

At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.

There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.

NOTE 16 — PROXY VOTING INFORMATION

A description of the policies and procedures that the Funds use to determine how to vote proxies related to portfolio securities is available (1) without charge, upon request, by calling Shareholder Services toll-free at 1-800-992-0180; (2) on the Funds' website at www.ingfunds.com and (3) on the SEC's website at www.sec.gov. Information regarding how the Funds voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Funds' website at www.ingfunds.com and on the SEC's website at www.sec.gov.

NOTE 17 — QUARTERLY PORTFOLIO HOLDINGS

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' Forms N-Q are available on the SEC's website at www.sec.gov. The Funds' Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and is available upon request from the Funds by calling Shareholder Services toll-free at 1-800-992-0180.

73

  PORTFOLIO OF INVESTMENTS
ING INDEX PLUS LARGECAP EQUITY FUND  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 99.8%
			Advertising: 0.5%
	2,800		Omnicom Group	$	286,048
					286,048
			Aerospace/Defense: 4.1%
	3,370		Boeing Co.		298,346
	6,000		General Dynamics Corp.		449,040
	5,000		Lockheed Martin Corp.		452,250
	5,600		Northrop Grumman Corp.		374,808
	7,483		Raytheon Co.		381,932
	4,600		United Technologies Corp.		296,838
					2,253,214
			Agriculture: 1.3%
	8,440		Altria Group, Inc.		710,732
					710,732
			Apparel: 0.6%
	6,640	@	Coach, Inc.		286,914
	2,150		Jones Apparel Group, Inc.		72,240
					359,154
			Auto Manufacturers: 0.5%
	29,430		Ford Motor Co.		239,266
	1,400	@	Navistar International Corp.		44,786
					284,052
			Banks: 6.5%
	28,071		Bank of America Corp.		1,511,623
	3,200		Comerica, Inc.		186,400
	9,130		National City Corp.		329,593
	800		North Fork Bancorp., Inc.		22,456
	10,600		Regions Financial Corp.		388,490
	7,380		US Bancorp.		248,263
	7,919		Wachovia Corp.		429,131
	14,000		Wells Fargo & Co.		493,360
					3,609,316
			Beverages: 2.4%
	9,490		Anheuser-Busch Cos., Inc.		450,870
	8,170		Coca-Cola Co.		382,601
	3,070		Pepsi Bottling Group, Inc.		96,152
	6,680		PepsiCo, Inc.		413,960
					1,343,583
			Biotechnology: 0.6%
	4,662	@	Amgen, Inc.		331,002
					331,002
			Chemicals: 1.5%
	3,850		Dow Chemical Co.		154,039
	3,900		EI DuPont de Nemours & Co.		183,027
	2,600		Monsanto Co.		124,982
	3,530		PPG Industries, Inc.		226,979
	2,100		Sherwin-Williams Co.		131,355
					820,382
			Commercial Services: 1.4%
	2,600	@	Apollo Group, Inc.		100,854
	3,200	@	Convergys Corp.		77,184
	5,880		McKesson Corp.		290,472
	4,500		Moody's Corp.		312,660
					781,170

Shares				Value
			Computers: 4.4%
	21,740	@	Dell, Inc.	$	592,198
	19,767		Hewlett-Packard Co.		780,006
	10,070		International Business Machines Corp.		925,634
	1,920	@	Lexmark International, Inc.		132,442
					2,430,280
			Cosmetics/Personal Care: 1.7%
	3,000		Estee Lauder Cos., Inc.		123,870
	12,811		Procter & Gamble Co.		804,403
					928,273
			Diversified Financial Services: 9.2%
	5,130		American Express Co.		301,234
	4,400		CIT Group, Inc.		228,844
	30,650		Citigroup, Inc.		1,519,934
	4,010		Fannie Mae		228,690
	3,700		Goldman Sachs Group, Inc.		720,760
	24,000		JPMorgan Chase & Co.		1,110,720
	3,510		Merrill Lynch & Co., Inc.		306,879
	9,240		Morgan Stanley		703,718
					5,120,779
			Electric: 2.7%
	22,400	@	AES Corp.		523,488
	4,800		Exelon Corp.		291,504
	10,800		PG&E Corp.		496,044
	3,380		TXU Corp.		193,978
					1,505,014
			Electronics: 0.2%
	2,350	@	Waters Corp.		117,594
					117,594
			Environmental Control: 0.6%
	9,800		Waste Management, Inc.		358,778
					358,778
			Food: 0.9%
	5,300		Campbell Soup Co.		201,771
	5,800		General Mills, Inc.		324,510
					526,281
			Forest Products & Paper: 0.2%
	2,600		Temple-Inland, Inc.		101,660
					101,660
			Hand/Machine Tools: 0.1%
	1,140		Snap-On, Inc.		54,150
					54,150
			Healthcare-Products: 1.8%
	11,650		Johnson & Johnson		767,852
	4,800		Medtronic, Inc.		250,224
					1,018,076
			Healthcare-Services: 3.6%
	8,340		Aetna, Inc.		344,525
	3,635	@	Coventry Health Care, Inc.		174,953
	3,250	@	Humana, Inc.		175,825
	2,450	@	Laboratory Corp. of America Holdings		173,460
	12,940		UnitedHealth Group, Inc.		635,095

See Accompanying Notes to Financial Statements
74

PORTFOLIO OF INVESTMENTS
ING INDEX PLUS LARGECAP EQUITY FUND  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Healthcare-Services (continued)
	6,860	@	WellPoint, Inc.	$	519,096
					2,022,954
			Home Furnishings: 0.2%
	1,200		Harman International Industries, Inc.		124,608
					124,608
			Insurance: 8.4%
	7,650		Allstate Corp.		485,622
	2,170		AMBAC Financial Group, Inc.		185,839
	10,300		American International Group, Inc.		724,296
	6,880		Chubb Corp.		356,109
	2,000		Cigna Corp.		252,100
	8,400		Genworth Financial, Inc.		275,520
	4,200		Hartford Financial Services Group, Inc.		360,192
	7,700		Loews Corp.		307,384
	8,810		Metlife, Inc.		517,411
	5,220		Principal Financial Group		301,455
	13,900		Progressive Corp.		313,445
	5,960		Prudential Financial, Inc.		485,621
	2,130		Safeco Corp.		129,014
					4,694,008
			Internet: 0.9%
	800	@	Google, Inc.		387,936
	4,700	@	VeriSign, Inc.		122,717
					510,653
			Iron/Steel: 1.0%
	5,600		Nucor Corp.		335,160
	2,900		United States Steel Corp.		216,891
					552,051
			Leisure Time: 0.2%
	3,000		Sabre Holdings Corp.		82,290
					82,290
			Machinery-Construction & Mining: 0.3%
	3,000		Caterpillar, Inc.		186,090
					186,090
			Machinery-Diversified: 0.3%
	1,200		Cummins, Inc.		143,904
					143,904
			Media: 3.1%
	10,105		CBS Corp.		300,624
	7,300	@	Comcast Corp.		295,358
	4,740		McGraw-Hill Cos., Inc.		315,921
	9,100		News Corp., Inc.		187,460
	18,270		Walt Disney Co.		603,824
					1,703,187
			Mining: 0.3%
	1,170		Phelps Dodge Corp.		143,910
					143,910
			Miscellaneous Manufacturing: 5.0%
	3,450		3M Co.		281,037
	5,400		Eastman Kodak Co.		140,508
	3,480		Eaton Corp.		268,238

Shares				Value
	44,380		General Electric Co.	$	1,565,726
	2,750		Parker Hannifin Corp.		229,570
	9,200	@@	Tyco International Ltd.		278,668
					2,763,747
			Office/Business Equipment: 0.5%
	16,640	@	Xerox Corp.		274,560
					274,560
			Oil & Gas: 9.9%
	6,600		Anadarko Petroleum Corp.		325,776
	13,652		Chevron Corp.		987,313
	6,117		ConocoPhillips		411,674
	33,040	S	ExxonMobil Corp.		2,537,802
	4,270		Marathon Oil Corp.		403,003
	9,140		Occidental Petroleum Corp.		460,108
	6,800		Valero Energy Corp.		374,476
					5,500,152
			Oil & Gas Services: 1.3%
	12,100		Halliburton Co.		408,254
	4,400		Schlumberger Ltd.		301,312
					709,566
			Packaging & Containers: 0.2%
	2,900	@	Pactiv Corp.		99,905
					99,905
			Pharmaceuticals: 5.1%
	6,600		Abbott Laboratories		307,956
	3,980		AmerisourceBergen Corp.		183,040
	6,300	@	Forest Laboratories, Inc.		306,810
	5,580	@	King Pharmaceuticals, Inc.		92,237
	17,900		Merck & Co., Inc.		796,729
	4,800		Mylan Laboratories		97,392
	28,934		Pfizer, Inc.		795,396
	5,700		Wyeth		275,196
					2,854,756
			Real Estate Investment Trusts: 0.1%
	1,690		Equity Office Properties Trust		81,458
					81,458
			Retail: 6.0%
	2,100	@	Big Lots, Inc.		46,851
	2,850		Family Dollar Stores, Inc.		79,487
	7,638		Federated Department Stores, Inc.		321,483
	10,170		Gap, Inc.		190,382
	7,790		Home Depot, Inc.		295,786
	4,200	@	Kohl's Corp.		292,320
	5,740		Lowe's Cos., Inc.		173,118
	11,550		McDonald's Corp.		484,754
	4,300		Nordstrom, Inc.		210,786
	5,380	@	Office Depot, Inc.		203,687
	1,400		OfficeMax, Inc.		65,898
	3,000	@	Starbucks Corp.		105,870
	3,250		Target Corp.		188,793
	8,530		TJX Cos., Inc.		233,893
	9,870		Wal-Mart Stores, Inc.		455,007
					3,348,115
			Semiconductors: 2.2%
	10,400	@	Advanced Micro Devices, Inc.		224,328
	6,850	@	Altera Corp.		136,247

See Accompanying Notes to Financial Statements
75

PORTFOLIO OF INVESTMENTS
ING INDEX PLUS LARGECAP EQUITY FUND  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Semiconductors (continued)
	1,669	@	Freescale Semiconductor, Inc.	$	66,643
	22,080		Intel Corp.		471,408
	9,100	@	LSI Logic Corp.		97,006
	13,900	@	Micron Technology, Inc.		202,940
	200	@	Teradyne, Inc.		2,980
					1,201,552
			Software: 3.4%
	3,910	@	BMC Software, Inc.		127,310
	8,500	@	Compuware Corp.		71,315
	12,200		First Data Corp.		308,050
	37,150		Microsoft Corp.		1,089,610
	15,410	@	Oracle Corp.		293,252
					1,889,537
			Telecommunications: 6.4%
	16,692		AT&T, Inc.		566,026
	8,250	@	Avaya, Inc.		105,435
	8,250		BellSouth Corp.		367,868
	480		CenturyTel, Inc.		20,424
	38,770	@	Cisco Systems, Inc.		1,042,138
	22,710		Motorola, Inc.		503,481
	6,300		Qualcomm, Inc.		230,517
	13,600		Sprint Nextel Corp.		265,336
	13,200		Verizon Communications, Inc.		461,208
					3,562,433
			Toys/Games/Hobbies: 0.2%
	3,110		Hasbro, Inc.		83,189
					83,189
			Total Common Stock (Cost $48,373,467)		55,472,163
Principal Amount				Value
SHORT-TERM INVESTMENTS: 0.7%
		Repurchase Agreement: 0.7%
	$377,000	Morgan Stanley Repurchase Agreement dated 11/30/06, 5.290%, due 12/01/06, $377,055 to be received upon repurchase (Collateralized by $390,000 Federal National Mortgage Association, 3.125%-3.750%, Market Value plus accrued interest $389,325, due 04/05/07-11/09/07)			377,000
		Total Short-Term Investments (Cost $377,000)			377,000

Total Investments in Securities (Cost $48,750,467)*	100.5	%	$	55,849,163
Other Assets and Liabilities - Net	(0.5	)		(280,680	)
Net Assets	100.0	%	$	55,568,483

@  Non-income producing security

@@  Foreign Issuer

S  Segregated securities for certain derivatives, when-issued or delayed-delivery securities and forward foreign currency exchange contracts.

*  Cost for federal income tax purposes is $49,872,468

  Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	6,164,611
Gross Unrealized Depreciation		(187,916	)
Net Unrealized Appreciation	$	5,976,695

ING Index Plus LargeCap Equity Fund Futures Contracts as of November 30, 2006

Contract Description	Number of Contracts		Notional Market Value		Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
S&P 500		1	$	350,725	12/14/06	$	3,046
						$	3,046

See Accompanying Notes to Financial Statements
76

  PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND II  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 17.0%
			Advertising: 0.0%
	750		Omnicom Group	$	76,620
					76,620
			Aerospace/Defense: 0.4%
	2,170		Boeing Co.		192,110
	1,500		General Dynamics Corp.		112,260
	300		Goodrich Corp.		13,500
	400		L-3 Communications Holdings, Inc.		32,900
	1,260		Lockheed Martin Corp.		113,967
	1,019		Northrop Grumman Corp.		68,202
	2,081		Raytheon Co.		106,214
	140		Rockwell Collins, Inc.		8,446
	2,680		United Technologies Corp.		172,940
					820,539
			Agriculture: 0.3%
	5,620		Altria Group, Inc.		473,260
	1,670		Archer-Daniels-Midland Co.		58,617
	580		Reynolds American, Inc.		37,259
	400		UST, Inc.		22,392
					591,528
			Airlines: 0.0%
	2,150		Southwest Airlines Co.		33,777
					33,777
			Apparel: 0.1%
	1,800	@	Coach, Inc.		77,778
	500		Jones Apparel Group, Inc.		16,800
	430		Liz Claiborne, Inc.		18,383
	520		Nike, Inc.		51,454
	50		VF Corp.		3,920
					168,335
			Auto Manufacturers: 0.1%
	4,890		Ford Motor Co.		39,756
	600		General Motors Corp.		17,538
	250	@	Navistar International Corp.		7,998
	900		Paccar, Inc.		58,770
					124,062
			Auto Parts & Equipment: 0.0%
	550	@	Goodyear Tire & Rubber Co.		9,268
	520		Johnson Controls, Inc.		42,292
					51,560
			Banks: 1.3%
	16,511		Bank of America Corp.		889,117
	2,250		Bank of New York Co., Inc.		79,965
	1,411		BB&T Corp.		60,687
	790		Capital One Financial Corp.		61,525
	600		Comerica, Inc.		34,950
	200		Commerce Bancorp., Inc.		6,952
	250		Compass Bancshares, Inc.		14,285
	1,400		Fifth Third Bancorp.		55,202
	380		First Horizon National Corp.		15,147
	670		Huntington Bancshares, Inc.		16,288
	1,080		Keycorp		38,988
	250		M&T Bank Corp.		29,660
	660		Marshall & Ilsley Corp.		30,221
	1,150		Mellon Financial Corp.		46,265
	2,190		National City Corp.		79,059

Shares				Value
	1,200		North Fork Bancorp., Inc.	$	33,684
	550		Northern Trust Corp.		31,328
	820		PNC Financial Services Group, Inc.		57,966
	2,617		Regions Financial Corp.		95,913
	840		State Street Corp.		52,189
	1,000		SunTrust Banks, Inc.		81,650
	838		Synovus Financial Corp.		25,157
	4,680		US Bancorp.		157,435
	6,971		Wachovia Corp.		377,758
	9,100		Wells Fargo & Co.		320,684
	270		Zions Bancorp.		21,125
					2,713,200
			Beverages: 0.4%
	2,750		Anheuser-Busch Cos., Inc.		130,653
	190		Brown-Forman Corp.		13,196
	5,390		Coca-Cola Co.		252,414
	880		Coca-Cola Enterprises, Inc.		17,996
	500	@	Constellation Brands, Inc.		13,990
	100		Molson Coors Brewing Co.		7,108
	570		Pepsi Bottling Group, Inc.		17,852
	4,410		PepsiCo, Inc.		273,288
					726,497
			Biotechnology: 0.2%
	3,118	@	Amgen, Inc.		221,378
	900	@	Biogen Idec, Inc.		47,034
	950	@	Celgene Corp.		52,944
	300	@	Genzyme Corp.		19,320
	300	@	Medimmune, Inc.		9,807
	200	@	Millipore Corp.		13,682
					364,165
			Building Materials: 0.0%
	470		American Standard Cos., Inc.		21,061
	1,150		Masco Corp.		32,994
					54,055
			Chemicals: 0.3%
	250		Air Products & Chemicals, Inc.		17,285
	200		Ashland, Inc.		13,522
	2,900		Dow Chemical Co.		116,029
	500		Ecolab, Inc.		22,175
	2,800		EI DuPont de Nemours & Co.		131,404
	330		International Flavors & Fragrances, Inc.		15,546
	1,660		Monsanto Co.		79,796
	870		PPG Industries, Inc.		55,941
	1,080		Praxair, Inc.		67,392
	560		Rohm & Haas Co.		29,243
	450		Sherwin-Williams Co.		28,148
	200		Sigma-Aldrich Corp.		15,222
					591,703
			Coal: 0.0%
	730		Peabody Energy Corp.		33,587
					33,587
			Commercial Services: 0.1%
	400	@	Apollo Group, Inc.		15,516
	500	@	Convergys Corp.		12,060
	660		Equifax, Inc.		25,073
	990		H&R Block, Inc.		23,760
	1,430		McKesson Corp.		70,642

See Accompanying Notes to Financial Statements
77

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND II  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Commercial Services (continued)
	300	@	Monster Worldwide, Inc.	$	13,095
	900		Moody's Corp.		62,532
	190		Robert Half International, Inc.		7,332
	200		RR Donnelley & Sons Co.		7,054
	1,959		Western Union Co.		44,665
					281,729
			Computers: 0.8%
	350	@	Affiliated Computer Services, Inc.		17,693
	380	@	Cognizant Technology Solutions Corp.		30,993
	550	@	Computer Sciences Corp.		28,710
	10,400	@	Dell, Inc.		283,296
	1,400		Electronic Data Systems Corp.		37,996
	6,350	@	EMC Corp.		83,249
	12,602		Hewlett-Packard Co.		497,275
	5,540		International Business Machines Corp.		509,237
	470	@	Lexmark International, Inc.		32,421
	500	@	NCR Corp.		21,455
	950	@	Network Appliance, Inc.		37,250
	500	@	Sandisk Corp.		22,200
	8,900	@	Sun Microsystems, Inc.		48,238
	900	@	Unisys Corp.		6,489
					1,656,502
			Cosmetics/Personal Care: 0.3%
	1,200		Avon Products, Inc.		39,168
	1,450		Colgate-Palmolive Co.		94,323
	600		Estee Lauder Cos., Inc.		24,774
	8,448		Procter & Gamble Co.		530,450
					688,715
			Distribution/Wholesale: 0.0%
	200		WW Grainger, Inc.		14,472
					14,472
			Diversified Financial Services: 1.5%
	3,220		American Express Co.		189,078
	664		Ameriprise Financial, Inc.		35,922
	280		Bear Stearns Cos., Inc.		42,694
	2,650		Charles Schwab Corp.		48,601
	100		Chicago Mercantile Exchange Holdings, Inc.		53,560
	950		CIT Group, Inc.		49,410
	18,000		Citigroup, Inc.		892,620
	1,610		Countrywide Financial Corp.		63,949
	1,200	@	E*Trade Financial Corp.		28,884
	2,580		Fannie Mae		147,137
	200		Federated Investors, Inc.		6,636
	400		Franklin Resources, Inc.		42,696
	1,900		Freddie Mac		127,604
	1,200		Goldman Sachs Group, Inc.		233,760
	600		Janus Capital Group, Inc.		12,156
	12,500		JPMorgan Chase & Co.		578,500
	1,440		Lehman Brothers Holdings, Inc.		106,085
	2,460		Merrill Lynch & Co., Inc.		215,078
	2,900		Morgan Stanley		220,864
	1,110		SLM Corp.		50,882
	600		T. Rowe Price Group, Inc.		25,998
					3,172,114

Shares				Value
			Electric: 0.5%
	2,900	@	AES Corp.	$	67,773
	450	@	Allegheny Energy, Inc.		19,962
	700		Ameren Corp.		38,297
	1,300		American Electric Power Co., Inc.		53,963
	700		Centerpoint Energy, Inc.		11,445
	1,050	@	CMS Energy Corp.		17,021
	500		Constellation Energy Group, Inc.		34,305
	600		DTE Energy Co.		28,254
	1,200	@	Dynegy, Inc.		8,148
	940		Edison International		43,221
	700		Entergy Corp.		63,924
	2,300		Exelon Corp.		139,679
	1,050		FirstEnergy Corp.		62,832
	1,000		PG&E Corp.		45,930
	300		Pinnacle West Capital Corp.		14,802
	1,120		PPL Corp.		40,712
	300		Progress Energy, Inc.		14,331
	750		Public Service Enterprise Group, Inc.		50,415
	2,600		Southern Co.		94,250
	700		TECO Energy, Inc.		11,893
	1,600		TXU Corp.		91,824
	1,350		Xcel Energy, Inc.		30,996
					983,977
			Electrical Components & Equipment: 0.1%
	1,080		Emerson Electric Co.		93,636
	400		Molex, Inc.		12,800
					106,436
			Electronics: 0.1%
	1,050	@	Agilent Technologies, Inc.		33,432
	490		Applera Corp. - Applied Biosystems Group		17,856
	440		Jabil Circuit, Inc.		12,478
	450		PerkinElmer, Inc.		9,752
	700		Symbol Technologies, Inc.		10,374
	1,000	@	Thermo Electron Corp.		43,830
	300	@	Waters Corp.		15,012
					142,734
			Entertainment: 0.0%
	400		International Game Technology		17,512
					17,512
			Environmental Control: 0.0%
	700	@	Allied Waste Industries, Inc.		8,876
	1,980		Waste Management, Inc.		72,488
					81,364
			Food: 0.2%
	1,050		Campbell Soup Co.		39,974
	1,450		ConAgra Foods, Inc.		37,265
	400	@	Dean Foods Co.		17,128
	1,600		General Mills, Inc.		89,520
	200		Hershey Co.		10,594
	850		HJ Heinz Co.		37,783
	670		Kellogg Co.		33,353
	1,850		Kroger Co.		39,701
	350		McCormick & Co., Inc.		13,552
	1,100		Safeway, Inc.		33,891

See Accompanying Notes to Financial Statements
78

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND II  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Food (continued)
	808		Sara Lee Corp.	$	13,397
	528		Supervalu, Inc.		18,089
	400		Whole Foods Market, Inc.		19,520
					403,767
			Forest Products & Paper: 0.1%
	1,300		International Paper Co.		43,030
	550		MeadWestvaco Corp.		16,225
	500		Plum Creek Timber Co., Inc.		18,630
	400		Temple-Inland, Inc.		15,640
	300		Weyerhaeuser Co.		19,404
					112,929
			Gas: 0.0%
	600		KeySpan Corp.		24,618
	900		NiSource, Inc.		22,194
	910		Sempra Energy		49,595
					96,407
			Hand/Machine Tools: 0.0%
	250		Black & Decker Corp.		21,470
	120		Snap-On, Inc.		5,700
	280		Stanley Works		14,286
					41,456
			Healthcare-Products: 0.5%
	1,750		Baxter International, Inc.		78,295
	690		Becton Dickinson & Co.		49,487
	3,100	@	Boston Scientific Corp.		49,042
	300		CR Bard, Inc.		24,687
	7,900		Johnson & Johnson		520,689
	3,100		Medtronic, Inc.		161,603
	400	@	Patterson Cos., Inc.		14,844
	370	@	St. Jude Medical, Inc.		13,790
	800		Stryker Corp.		41,488
	700	@	Zimmer Holdings, Inc.		51,072
					1,004,997
			Healthcare-Services: 0.4%
	1,980		Aetna, Inc.		81,794
	590	@	Coventry Health Care, Inc.		28,397
	700	@	Humana, Inc.		37,870
	500	@	Laboratory Corp. of America Holdings		35,400
	200		Manor Care, Inc.		9,504
	400		Quest Diagnostics		21,268
	6,190		UnitedHealth Group, Inc.		303,805
	2,880	@	WellPoint, Inc.		217,930
					735,968
			Home Builders: 0.0%
	200		Lennar Corp.		10,500
					10,500
			Home Furnishings: 0.0%
	200		Harman International Industries, Inc.		20,768
	200		Whirlpool Corp.		17,060
					37,828
			Household Products/Wares: 0.1%
	100		Avery Dennison Corp.		6,747
	410		Fortune Brands, Inc.		33,169

Shares				Value
	1,350		Kimberly-Clark Corp.	$	89,735
					129,651
			Housewares: 0.0%
	650		Newell Rubbermaid, Inc.		18,519
					18,519
			Insurance: 1.0%
	760	@@	ACE Ltd.		43,198
	1,350		Aflac, Inc.		59,589
	2,270		Allstate Corp.		144,100
	350		AMBAC Financial Group, Inc.		29,974
	7,050		American International Group, Inc.		495,756
	1,050		AON Corp.		37,464
	1,440		Chubb Corp.		74,534
	400		Cigna Corp.		50,420
	651		Cincinnati Financial Corp.		28,826
	2,100		Genworth Financial, Inc.		68,880
	1,350		Hartford Financial Services Group, Inc.		115,776
	963		Lincoln National Corp.		61,237
	1,670		Loews Corp.		66,666
	600		Marsh & McLennan Cos., Inc.		18,852
	370		MBIA, Inc.		25,771
	2,750		Metlife, Inc.		161,508
	350		MGIC Investment Corp.		20,286
	970		Principal Financial Group		56,018
	2,780		Progressive Corp.		62,689
	1,750		Prudential Financial, Inc.		142,590
	530		Safeco Corp.		32,102
	2,490		St. Paul Travelers Cos., Inc.		129,007
	420		Torchmark Corp.		26,552
	800		UnumProvident Corp.		16,384
	500	@@	XL Capital Ltd.		35,560
					2,003,739
			Internet: 0.1%
	800	@	Amazon.com, Inc.		32,272
	1,200	@	eBay, Inc.		38,820
	200	@	Google, Inc.		96,984
	2,822	@	Symantec Corp.		59,826
	600	@	VeriSign, Inc.		15,666
					243,568
			Iron/Steel: 0.1%
	1,540		Nucor Corp.		92,169
	550		United States Steel Corp.		41,135
					133,304
			Leisure Time: 0.1%
	260		Brunswick Corp.		8,416
	1,150		Carnival Corp.		56,339
	780		Harley-Davidson, Inc.		57,541
	350		Sabre Holdings Corp.		9,601
					131,897
			Lodging: 0.0%
	800		Marriott International, Inc.		36,120
	200		Starwood Hotels & Resorts Worldwide, Inc.		12,834
	510	@	Wyndham Worldwide Corp.		16,187
					65,141

See Accompanying Notes to Financial Statements
79

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND II  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Machinery-Construction & Mining: 0.1%
	1,800		Caterpillar, Inc.	$	111,654
					111,654
			Machinery-Diversified: 0.0%
	250		Cummins, Inc.		29,980
	300		Deere & Co.		28,800
	480		Rockwell Automation, Inc.		31,238
					90,018
			Media: 0.4%
	2,875		CBS Corp.		85,531
	1,300		Clear Channel Communications, Inc.		45,708
	5,600	@	Comcast Corp.		226,576
	200		EW Scripps Co.		9,772
	600		Gannett Co., Inc.		35,712
	1,320		McGraw-Hill Cos., Inc.		87,978
	190		Meredith Corp.		10,279
	6,400		News Corp., Inc.		131,840
	200	@	Univision Communications, Inc.		7,118
	7,530		Walt Disney Co.		248,867
					889,381
			Mining: 0.1%
	600		Freeport-McMoRan Copper & Gold, Inc.		37,722
	490		Phelps Dodge Corp.		60,270
	100		Vulcan Materials Co.		8,872
					106,864
			Miscellaneous Manufacturing: 0.9%
	2,070		3M Co.		168,622
	250		Cooper Industries Ltd.		22,860
	700		Danaher Corp.		51,184
	550		Dover Corp.		27,665
	1,100		Eastman Kodak Co.		28,622
	650		Eaton Corp.		50,102
	27,820		General Electric Co.		981,490
	2,880		Honeywell International, Inc.		123,782
	1,160		Illinois Tool Works, Inc.		54,752
	880	@@	Ingersoll-Rand Co.		34,329
	560		ITT Corp.		30,212
	500		Leggett & Platt, Inc.		11,890
	500		Parker Hannifin Corp.		41,740
	380		Textron, Inc.		37,031
	5,400	@@	Tyco International Ltd.		163,566
					1,827,847
			Office/Business Equipment: 0.0%
	630		Pitney Bowes, Inc.		29,037
	4,370	@	Xerox Corp.		72,105
					101,142
			Oil & Gas: 1.7%
	1,000		Anadarko Petroleum Corp.		49,360
	280		Apache Corp.		19,580
	8,802		Chevron Corp.		636,561
	4,053		ConocoPhillips		272,767
	1,050		Devon Energy Corp.		77,039
	600		EOG Resources, Inc.		42,318
	23,730		ExxonMobil Corp.		1,822,701
	530		Hess Corp.		26,643
	1,440		Marathon Oil Corp.		135,907

Shares				Value
	800	@, @@	Nabors Industries Ltd.	$	27,008
	300		Noble Corp.		23,175
	2,140		Occidental Petroleum Corp.		107,728
	500		Sunoco, Inc.		34,080
	700	@	Transocean, Inc.		54,565
	1,900		Valero Energy Corp.		104,633
	900		XTO Energy, Inc.		45,540
					3,479,605
			Oil & Gas Services: 0.2%
	800		Baker Hughes, Inc.		58,744
	300		BJ Services Co.		10,131
	4,300		Halliburton Co.		145,082
	400	@	National Oilwell Varco, Inc.		26,604
	2,800		Schlumberger Ltd.		191,744
	300	@	Weatherford International Ltd.		13,473
					445,778
			Packaging & Containers: 0.0%
	400		Ball Corp.		17,104
	300		Bemis Co.		10,239
	400	@	Pactiv Corp.		13,780
	250		Sealed Air Corp.		14,878
					56,001
			Pharmaceuticals: 0.9%
	4,100		Abbott Laboratories		191,306
	300		Allergan, Inc.		34,974
	1,000		AmerisourceBergen Corp.		45,990
	200	@	Barr Pharmaceuticals, Inc.		10,216
	2,100		Bristol-Myers Squibb Co.		52,143
	1,040		Cardinal Health, Inc.		67,205
	1,180		Caremark Rx, Inc.		55,814
	1,000		Eli Lilly & Co.		53,590
	600	@	Express Scripts, Inc.		40,920
	1,130	@	Forest Laboratories, Inc.		55,031
	1,150	@	Gilead Sciences, Inc.		75,808
	200	@	Hospira, Inc.		6,560
	1,180	@	King Pharmaceuticals, Inc.		19,505
	862	@	Medco Health Solutions, Inc.		43,281
	7,910		Merck & Co., Inc.		352,074
	1,000		Mylan Laboratories		20,290
	19,646		Pfizer, Inc.		540,069
	5,350		Schering-Plough Corp.		117,754
	500	@	Watson Pharmaceuticals, Inc.		12,835
	3,600		Wyeth		173,808
					1,969,173
			Pipelines: 0.0%
	1,600		El Paso Corp.		23,360
	1,400		Williams Cos., Inc.		38,864
					62,224
			Real Estate: 0.0%
	500	@	CB Richard Ellis Group, Inc.		16,465
	602	@	Realogy Corp.		15,706
					32,171
			Real Estate Investment Trusts: 0.1%
	250		Apartment Investment & Management Co.		14,410
	100		Boston Properties, Inc.		11,705
	940		Equity Office Properties Trust		45,308
	300		Prologis		19,551

See Accompanying Notes to Financial Statements
80

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND II  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Real Estate Investment Trusts (continued)
	200		Public Storage, Inc.	$	19,256
	100		Vornado Realty Trust		12,611
					122,841
			Retail: 0.9%
	200	@	Autozone, Inc.		22,722
	710	@	Bed Bath & Beyond, Inc.		27,513
	1,060		Best Buy Co., Inc.		58,268
	500	@	Big Lots, Inc.		11,155
	650		Circuit City Stores, Inc.		16,224
	1,250		Costco Wholesale Corp.		65,325
	2,000		CVS Corp.		57,540
	600		Darden Restaurants, Inc.		24,090
	700		Family Dollar Stores, Inc.		19,523
	2,520		Federated Department Stores, Inc.		106,067
	2,420		Gap, Inc.		45,302
	2,290		Home Depot, Inc.		86,951
	600		JC Penney Co., Inc.		46,404
	1,500	@	Kohl's Corp.		104,400
	910		Limited Brands, Inc.		28,838
	4,060		Lowe's Cos., Inc.		122,450
	3,400		McDonald's Corp.		142,698
	1,000		Nordstrom, Inc.		49,020
	1,300	@	Office Depot, Inc.		49,218
	300		OfficeMax, Inc.		14,121
	400		RadioShack Corp.		7,012
	200	@	Sears Holding Corp.		34,284
	1,940		Staples, Inc.		49,412
	2,720	@	Starbucks Corp.		95,989
	2,300		Target Corp.		133,607
	2,110		TJX Cos., Inc.		57,856
	2,710		Walgreen Co.		109,728
	6,550		Wal-Mart Stores, Inc.		301,955
	570		Wendy's International, Inc.		18,565
	700		Yum! Brands, Inc.		42,833
					1,949,070
			Savings & Loans: 0.1%
	2,530		Washington Mutual, Inc.		110,510
					110,510
			Semiconductors: 0.4%
	2,200	@	Advanced Micro Devices, Inc.		47,454
	1,580	@	Altera Corp.		31,426
	1,330		Analog Devices, Inc.		43,252
	4,420		Applied Materials, Inc.		79,472
	1,119	@	Freescale Semiconductor, Inc.		44,682
	15,570		Intel Corp.		332,420
	500		KLA-Tencor Corp.		25,835
	780		Linear Technology Corp.		25,069
	1,050	@	LSI Logic Corp.		11,193
	800		Maxim Integrated Products		25,184
	3,300	@	Micron Technology, Inc.		48,180
	800		National Semiconductor Corp.		19,352
	450	@	Novellus Systems, Inc.		14,049
	400	@	Nvidia Corp.		14,796
	500	@	QLogic Corp.		11,125
	750	@	Teradyne, Inc.		11,175
	1,700		Texas Instruments, Inc.		50,235
	900		Xilinx, Inc.		24,120
					859,019

Shares				Value
			Software: 0.7%
	1,540	@	Adobe Systems, Inc.	$	61,800
	820	@	Autodesk, Inc.		33,768
	1,540		Automatic Data Processing, Inc.		74,274
	920	@	BMC Software, Inc.		29,955
	1,264		CA, Inc.		27,429
	570	@	Citrix Systems, Inc.		16,382
	1,400	@	Compuware Corp.		11,746
	760	@	Electronic Arts, Inc.		42,446
	500		Fidelity National Information Services, Inc.		19,950
	1,959		First Data Corp.		49,465
	500	@	Fiserv, Inc.		25,555
	550		IMS Health, Inc.		15,109
	920	@	Intuit, Inc.		28,962
	23,390		Microsoft Corp.		686,029
	1,500	@	Novell, Inc.		9,420
	10,850	@	Oracle Corp.		206,476
	568	@	Parametric Technology Corp.		10,996
	1,050		Paychex, Inc.		41,381
					1,391,143
			Telecommunications: 1.2%
	1,000		Alltel Corp.		56,740
	10,342		AT&T, Inc.		350,678
	2,100	@	Avaya, Inc.		26,838
	5,150		BellSouth Corp.		229,639
	470		CenturyTel, Inc.		19,999
	27,960	@	Cisco Systems, Inc.		751,565
	900		Citizens Communications Co.		12,753
	500	@	Comverse Technology, Inc.		9,760
	4,050	@	Corning, Inc.		87,318
	401		Embarq Corp.		20,631
	600	@	JDS Uniphase Corp.		11,088
	1,500	@	Juniper Networks, Inc.		31,935
	8,840		Motorola, Inc.		195,983
	4,450		Qualcomm, Inc.		162,826
	4,200	@	Qwest Communications International, Inc.		32,298
	8,423		Sprint Nextel Corp.		164,333
	1,290	@	Tellabs, Inc.		12,952
	7,760		Verizon Communications, Inc.		271,134
	1,306		Windstream Corp.		18,206
					2,466,676
			Textiles: 0.0%
	400		Cintas Corp.		16,880
					16,880
			Toys/Games/Hobbies: 0.0%
	600		Hasbro, Inc.		16,050
	1,000		Mattel, Inc.		21,950
					38,000
			Transportation: 0.2%
	1,060		Burlington Northern Santa Fe Corp.		79,670
	1,080		CSX Corp.		38,729
	860		FedEx Corp.		99,270
	1,100		Norfolk Southern Corp.		54,175
	200		Ryder System, Inc.		10,434
	700		Union Pacific Corp.		63,364
					345,642
			Total Common Stock (Cost $24,596,544)		35,136,493

See Accompanying Notes to Financial Statements
81

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND II  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal Amount	Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 81.1%

		Federal National Mortgage Association: 81.1%
$	156,000,000		5.250%, due 01/31/07	$	154,650,132
	13,653,000		5.290%, due 01/15/07		13,564,570
			Total U.S. Government Agency Obligations (Cost $168,311,986)		168,214,702
			Total Long-Term Investments (Cost $192,908,530)		203,351,195
SHORT-TERM INVESTMENTS: 2.5%

	Repurchase Agreement: 2.5%
5,303,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $5,303,778 to be received upon repurchase (Collateralized by $5,254,000 Federal National Mortgage Association, 5.250%, Market Value plus accrued interest $5,410,004, due 06/15/08)	5,303,000
	Total Short-Term Investments (Cost $5,303,000)	5,303,000

Total Investments in Securities (Cost $198,211,530)*	100.6	%	$	208,654,195
Other Assets and Liabilities - Net	(0.6	)		(1,327,702	)
Net Assets	100.0	%	$	207,326,493

@  Non-income producing security

@@  Foreign Issuer

*  Cost for federal income tax purposes is $200,476,119.

  Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	8,417,040
Gross Unrealized Depreciation		(238,964	)
Net Unrealized Appreciation	$	8,178,076

See Accompanying Notes to Financial Statements
82

  PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND III  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 22.9%
		Advertising: 0.0%
	850		Omnicom Group	$	86,836
					86,836
		Aerospace/Defense: 0.5%
	2,250		Boeing Co.		199,193
	1,600		General Dynamics Corp.		119,744
	300		Goodrich Corp.		13,500
	450		L-3 Communications Holdings, Inc.		37,013
	1,420		Lockheed Martin Corp.		128,439
	1,027		Northrop Grumman Corp.		68,737
	2,102		Raytheon Co.		107,286
	200		Rockwell Collins, Inc.		12,066
	2,860		United Technologies Corp.		184,556
					870,534
		Agriculture: 0.4%
	6,000		Altria Group, Inc.		505,260
	1,800		Archer-Daniels-Midland Co.		63,180
	600		Reynolds American, Inc.		38,544
	400		UST, Inc.		22,392
					629,376
		Airlines: 0.0%
	2,300		Southwest Airlines Co.		36,133
					36,133
		Apparel: 0.1%
	1,900	@	Coach, Inc.		82,099
	520		Jones Apparel Group, Inc.		17,472
	320		Liz Claiborne, Inc.		13,680
	540		Nike, Inc.		53,433
	200		VF Corp.		15,678
					182,362
		Auto Manufacturers: 0.1%
	5,110		Ford Motor Co.		41,544
	600		General Motors Corp.		17,538
	1,000		Paccar, Inc.		65,300
					124,382
		Auto Parts & Equipment: 0.0%
	700	@	Goodyear Tire & Rubber Co.		11,795
	600		Johnson Controls, Inc.		48,798
					60,593
		Banks: 1.8%
	17,540		Bank of America Corp.		944,529
	2,300		Bank of New York Co., Inc.		81,742
	1,544		BB&T Corp.		66,407
	880		Capital One Financial Corp.		68,534
	650		Comerica, Inc.		37,863
	350		Compass Bancshares, Inc.		19,999
	1,500		Fifth Third Bancorp.		59,145
	350		First Horizon National Corp.		13,951
	700		Huntington Bancshares, Inc.		17,017
	1,450		Keycorp		52,345
	250		M&T Bank Corp.		29,660
	650		Marshall & Ilsley Corp.		29,764
	1,350		Mellon Financial Corp.		54,311
	2,290		National City Corp.		82,669
	1,300		North Fork Bancorp., Inc.		36,491

Shares				Value
	550		Northern Trust Corp.	$	31,328
	900		PNC Financial Services Group, Inc.		63,621
	2,777		Regions Financial Corp.		101,777
	850		State Street Corp.		52,811
	1,000		SunTrust Banks, Inc.		81,650
	919		Synovus Financial Corp.		27,588
	5,050		US Bancorp.		169,882
	7,361		Wachovia Corp.		398,893
	9,500		Wells Fargo & Co.		334,780
	350		Zions Bancorp.		27,384
					2,884,141
		Beverages: 0.5%
	2,950		Anheuser-Busch Cos., Inc.		140,155
	220		Brown-Forman Corp.		15,279
	5,750		Coca-Cola Co.		269,273
	1,200		Coca-Cola Enterprises, Inc.		24,540
	600	@	Constellation Brands, Inc.		16,788
	700		Pepsi Bottling Group, Inc.		21,924
	4,660		PepsiCo, Inc.		288,780
					776,739
		Biotechnology: 0.2%
	3,326	@	Amgen, Inc.		236,146
	900	@	Biogen Idec, Inc.		47,034
	1,000	@	Celgene Corp.		55,730
	250	@	Genzyme Corp.		16,100
	300	@	Medimmune, Inc.		9,807
	250	@	Millipore Corp.		17,103
					381,920
		Building Materials: 0.0%
	430		American Standard Cos., Inc.		19,268
	1,350		Masco Corp.		38,732
					58,000
		Chemicals: 0.4%
	300		Air Products & Chemicals, Inc.		20,742
	200		Ashland, Inc.		13,522
	3,100		Dow Chemical Co.		124,031
	600		Ecolab, Inc.		26,610
	3,000		EI DuPont de Nemours & Co.		140,790
	200		International Flavors & Fragrances, Inc.		9,422
	1,760		Monsanto Co.		84,603
	810		PPG Industries, Inc.		52,083
	950		Praxair, Inc.		59,280
	600		Rohm & Haas Co.		31,332
	600		Sherwin-Williams Co.		37,530
	200		Sigma-Aldrich Corp.		15,222
					615,167
		Coal: 0.0%
	770		Peabody Energy Corp.		35,428
					35,428
		Commercial Services: 0.2%
	700	@	Apollo Group, Inc.		27,153
	500	@	Convergys Corp.		12,060
	330		Equifax, Inc.		12,537
	1,020		H&R Block, Inc.		24,480
	1,440		McKesson Corp.		71,136
	300	@	Monster Worldwide, Inc.		13,095

See Accompanying Notes to Financial Statements
83

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND III  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Commercial Services (continued)
	900		Moody's Corp.	$	62,532
	550		Robert Half International, Inc.		21,225
	550		RR Donnelley & Sons Co.		19,399
	2,107		Western Union Co.		48,040
					311,657
		Computers: 1.0%
	350	@	Affiliated Computer Services, Inc.		17,693
	410	@	Cognizant Technology Solutions Corp.		33,440
	450	@	Computer Sciences Corp.		23,490
	8,650	@	Dell, Inc.		235,626
	1,450		Electronic Data Systems Corp.		39,353
	6,750	@	EMC Corp.		88,493
	13,400		Hewlett-Packard Co.		528,764
	5,850		International Business Machines Corp.		537,732
	480	@	Lexmark International, Inc.		33,110
	550	@	NCR Corp.		23,601
	950	@	Network Appliance, Inc.		37,250
	500	@	Sandisk Corp.		22,200
	9,600	@	Sun Microsystems, Inc.		52,032
	1,050	@	Unisys Corp.		7,571
					1,680,355
		Cosmetics/Personal Care: 0.4%
	1,300		Avon Products, Inc.		42,432
	1,450		Colgate-Palmolive Co.		94,323
	300		Estee Lauder Cos., Inc.		12,387
	8,952		Procter & Gamble Co.		562,096
					711,238
		Distribution/Wholesale: 0.0%
	200		WW Grainger, Inc.		14,472
					14,472
		Diversified Financial Services: 2.0%
	3,400		American Express Co.		199,648
	920		Ameriprise Financial, Inc.		49,772
	330		Bear Stearns Cos., Inc.		50,318
	2,850		Charles Schwab Corp.		52,269
	110		Chicago Mercantile Exchange Holdings, Inc.		58,916
	550		CIT Group, Inc.		28,606
	19,100		Citigroup, Inc.		947,169
	1,618		Countrywide Financial Corp.		64,267
	900	@	E*Trade Financial Corp.		21,663
	2,710		Fannie Mae		154,551
	150		Federated Investors, Inc.		4,977
	450		Franklin Resources, Inc.		48,033
	2,000		Freddie Mac		134,320
	1,250		Goldman Sachs Group, Inc.		243,500
	700		Janus Capital Group, Inc.		14,182
	13,300		JPMorgan Chase & Co.		615,524
	1,520		Lehman Brothers Holdings, Inc.		111,978
	2,600		Merrill Lynch & Co., Inc.		227,318
	3,100		Morgan Stanley		236,096
	1,100		SLM Corp.		50,424
	700		T. Rowe Price Group, Inc.		30,331
					3,343,862

Shares				Value
		Electric: 0.7%
	3,070	@	AES Corp.	$	71,746
	500	@	Allegheny Energy, Inc.		22,180
	700		Ameren Corp.		38,297
	1,400		American Electric Power Co., Inc.		58,114
	950		Centerpoint Energy, Inc.		15,533
	1,250	@	CMS Energy Corp.		20,263
	650		Constellation Energy Group, Inc.		44,597
	600		DTE Energy Co.		28,254
	1,300	@	Dynegy, Inc.		8,827
	1,190		Edison International		54,716
	700		Entergy Corp.		63,924
	2,500		Exelon Corp.		151,825
	1,200		FirstEnergy Corp.		71,808
	1,120		PG&E Corp.		51,442
	300		Pinnacle West Capital Corp.		14,802
	1,100		PPL Corp.		39,985
	300		Progress Energy, Inc.		14,331
	800		Public Service Enterprise Group, Inc.		53,776
	2,700		Southern Co.		97,875
	700		TECO Energy, Inc.		11,893
	1,700		TXU Corp.		97,563
	1,450		Xcel Energy, Inc.		33,292
					1,065,043
		Electrical Components & Equipment: 0.1%
	1,150		Emerson Electric Co.		99,705
	400		Molex, Inc.		12,800
					112,505
		Electronics: 0.1%
	1,150	@	Agilent Technologies, Inc.		36,616
	800		Applera Corp. - Applied Biosystems Group		29,152
	700		Jabil Circuit, Inc.		19,852
	600		PerkinElmer, Inc.		13,002
	700		Symbol Technologies, Inc.		10,374
	1,350	@	Thermo Electron Corp.		59,171
	450	@	Waters Corp.		22,518
					190,685
		Entertainment: 0.0%
	350		International Game Technology		15,323
					15,323
		Environmental Control: 0.0%
	700	@	Allied Waste Industries, Inc.		8,876
	2,100		Waste Management, Inc.		76,881
					85,757
		Food: 0.3%
	900		Campbell Soup Co.		34,263
	1,500		ConAgra Foods, Inc.		38,550
	400	@	Dean Foods Co.		17,128
	1,750		General Mills, Inc.		97,913
	200		Hershey Co.		10,594
	900		HJ Heinz Co.		40,005
	850		Kellogg Co.		42,313
	1,950		Kroger Co.		41,847
	400		McCormick & Co., Inc.		15,488
	1,400		Safeway, Inc.		43,134

See Accompanying Notes to Financial Statements
84

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND III  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Food (continued)
	875		Sara Lee Corp.	$	14,508
	550		Supervalu, Inc.		18,843
	300		Whole Foods Market, Inc.		14,640
					429,226
		Forest Products & Paper: 0.1%
	1,400		International Paper Co.		46,340
	650		MeadWestvaco Corp.		19,175
	500		Plum Creek Timber Co., Inc.		18,630
	500		Temple-Inland, Inc.		19,550
	300		Weyerhaeuser Co.		19,404
					123,099
		Gas: 0.1%
	600		KeySpan Corp.		24,618
	200		Nicor, Inc.		9,910
	900		NiSource, Inc.		22,194
	950		Sempra Energy		51,775
					108,497
		Hand/Machine Tools: 0.0%
	260		Black & Decker Corp.		22,329
	250		Snap-On, Inc.		11,875
	250		Stanley Works		12,755
					46,959
		Healthcare-Products: 0.6%
	200		Bausch & Lomb, Inc.		9,684
	1,900		Baxter International, Inc.		85,006
	730		Becton Dickinson & Co.		52,356
	3,300	@	Boston Scientific Corp.		52,206
	300		CR Bard, Inc.		24,687
	8,350		Johnson & Johnson		550,349
	3,200		Medtronic, Inc.		166,816
	400	@	Patterson Cos., Inc.		14,844
	400	@	St. Jude Medical, Inc.		14,908
	800		Stryker Corp.		41,488
	700	@	Zimmer Holdings, Inc.		51,072
					1,063,416
		Healthcare-Services: 0.5%
	2,080		Aetna, Inc.		85,925
	835	@	Coventry Health Care, Inc.		40,189
	850	@	Humana, Inc.		45,985
	350	@	Laboratory Corp. of America Holdings		24,780
	300		Manor Care, Inc.		14,256
	500		Quest Diagnostics		26,585
	6,400		UnitedHealth Group, Inc.		314,112
	2,970	@	WellPoint, Inc.		224,740
					776,572
		Home Builders: 0.0%
	200		Lennar Corp.		10,500
					10,500
		Home Furnishings: 0.0%
	300		Harman International Industries, Inc.		31,152
	300		Whirlpool Corp.		25,590
					56,742

Shares				Value
		Household Products/Wares: 0.1%
	300		Avery Dennison Corp.	$	20,241
	450		Fortune Brands, Inc.		36,405
	1,450		Kimberly-Clark Corp.		96,382
					153,028
		Housewares: 0.0%
	700		Newell Rubbermaid, Inc.		19,943
					19,943
		Insurance: 1.3%
	860	@@	ACE Ltd.		48,882
	1,500		Aflac, Inc.		66,210
	2,360		Allstate Corp.		149,813
	400		AMBAC Financial Group, Inc.		34,256
	7,450		American International Group, Inc.		523,884
	900		AON Corp.		32,112
	1,600		Chubb Corp.		82,816
	420		Cigna Corp.		52,941
	705		Cincinnati Financial Corp.		31,217
	2,200		Genworth Financial, Inc.		72,160
	1,500		Hartford Financial Services Group, Inc.		128,640
	1,044		Lincoln National Corp.		66,388
	1,720		Loews Corp.		68,662
	600		Marsh & McLennan Cos., Inc.		18,852
	350		MBIA, Inc.		24,378
	2,910		Metlife, Inc.		170,904
	290		MGIC Investment Corp.		16,808
	1,050		Principal Financial Group		60,638
	2,900		Progressive Corp.		65,395
	1,860		Prudential Financial, Inc.		151,553
	590		Safeco Corp.		35,736
	2,690		St. Paul Travelers Cos., Inc.		139,369
	450		Torchmark Corp.		28,449
	850		UnumProvident Corp.		17,408
	500	@@	XL Capital Ltd.		35,560
					2,123,031
		Internet: 0.2%
	900	@	Amazon.com, Inc.		36,306
	1,300	@	eBay, Inc.		42,055
	200	@	Google, Inc.		96,984
	3,054	@	Symantec Corp.		64,745
	700	@	VeriSign, Inc.		18,277
					258,367
		Iron/Steel: 0.1%
	1,600		Nucor Corp.		95,760
	620		United States Steel Corp.		46,370
					142,130
		Leisure Time: 0.1%
	230		Brunswick Corp.		7,445
	1,300		Carnival Corp.		63,687
	850		Harley-Davidson, Inc.		62,705
	450		Sabre Holdings Corp.		12,344
					146,181
		Lodging: 0.1%
	1,160		Marriott International, Inc.		52,374
	300		Starwood Hotels & Resorts Worldwide, Inc.		19,251

See Accompanying Notes to Financial Statements
85

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND III  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Lodging (continued)
	610	@	Wyndham Worldwide Corp.	$	19,361
					90,986
		Machinery-Construction & Mining: 0.1%
	1,900		Caterpillar, Inc.		117,857
					117,857
		Machinery-Diversified: 0.1%
	300		Cummins, Inc.		35,976
	300		Deere & Co.		28,800
	450		Rockwell Automation, Inc.		29,286
					94,062
		Media: 0.6%
	3,100		CBS Corp.		92,225
	1,400		Clear Channel Communications, Inc.		49,224
	6,000	@	Comcast Corp.		242,760
	200		EW Scripps Co.		9,772
	700		Gannett Co., Inc.		41,664
	1,410		McGraw-Hill Cos., Inc.		93,977
	130		Meredith Corp.		7,033
	6,800		News Corp., Inc.		140,080
	200	@	Univision Communications, Inc.		7,118
	7,950		Walt Disney Co.		262,748
					946,601
		Mining: 0.1%
	630		Freeport-McMoRan Copper & Gold, Inc.		39,608
	610		Phelps Dodge Corp.		75,030
	100		Vulcan Materials Co.		8,872
					123,510
		Miscellaneous Manufacturing: 1.2%
	2,200		3M Co.		179,212
	300		Cooper Industries Ltd.		27,432
	850		Danaher Corp.		62,152
	600		Dover Corp.		30,180
	900		Eastman Kodak Co.		23,418
	750		Eaton Corp.		57,810
	29,400		General Electric Co.		1,037,232
	3,050		Honeywell International, Inc.		131,089
	1,100		Illinois Tool Works, Inc.		51,920
	900	@@	Ingersoll-Rand Co.		35,109
	560		ITT Corp.		30,212
	600		Leggett & Platt, Inc.		14,268
	600		Parker Hannifin Corp.		50,088
	330		Textron, Inc.		32,159
	5,800	@@	Tyco International Ltd.		175,682
					1,937,963
		Office/Business Equipment: 0.1%
	700		Pitney Bowes, Inc.		32,263
	4,650	@	Xerox Corp.		76,725
					108,988
		Oil & Gas: 2.3%
	1,100		Anadarko Petroleum Corp.		54,296
	368		Apache Corp.		25,734
	9,215		Chevron Corp.		666,429
	4,309		ConocoPhillips		289,996

Shares				Value
	1,200		Devon Energy Corp.	$	88,044
	600		EOG Resources, Inc.		42,318
	25,200		ExxonMobil Corp.		1,935,612
	560		Hess Corp.		28,151
	1,550		Marathon Oil Corp.		146,289
	700	@,@@	Nabors Industries Ltd.		23,632
	300		Noble Corp.		23,175
	2,260		Occidental Petroleum Corp.		113,768
	600		Sunoco, Inc.		40,896
	800	@	Transocean, Inc.		62,360
	2,100		Valero Energy Corp.		115,647
	900		XTO Energy, Inc.		45,540
					3,701,887
		Oil & Gas Services: 0.3%
	900		Baker Hughes, Inc.		66,087
	300		BJ Services Co.		10,131
	4,500		Halliburton Co.		151,830
	500	@	National Oilwell Varco, Inc.		33,255
	3,000		Schlumberger Ltd.		205,440
	400	@	Weatherford International Ltd.		17,964
					484,707
		Packaging & Containers: 0.0%
	290		Ball Corp.		12,400
	300		Bemis Co.		10,239
	600	@	Pactiv Corp.		20,670
	200		Sealed Air Corp.		11,902
					55,211
		Pharmaceuticals: 1.3%
	4,400		Abbott Laboratories		205,304
	150		Allergan, Inc.		17,487
	1,100		AmerisourceBergen Corp.		50,589
	300	@	Barr Pharmaceuticals, Inc.		15,324
	2,300		Bristol-Myers Squibb Co.		57,109
	1,210		Cardinal Health, Inc.		78,190
	1,350		Caremark Rx, Inc.		63,855
	1,100		Eli Lilly & Co.		58,949
	500	@	Express Scripts, Inc.		34,100
	1,250	@	Forest Laboratories, Inc.		60,875
	1,350	@	Gilead Sciences, Inc.		88,992
	420	@	Hospira, Inc.		13,776
	1,150	@	King Pharmaceuticals, Inc.		19,010
	882	@	Medco Health Solutions, Inc.		44,285
	8,400		Merck & Co., Inc.		373,884
	700		Mylan Laboratories		14,203
	20,730		Pfizer, Inc.		569,868
	5,700		Schering-Plough Corp.		125,457
	350	@	Watson Pharmaceuticals, Inc.		8,985
	3,850		Wyeth		185,878
					2,086,120
		Pipelines: 0.0%
	1,700		El Paso Corp.		24,820
	1,500		Williams Cos., Inc.		41,640
					66,460
		Real Estate: 0.0%
	530	@	CB Richard Ellis Group, Inc.		17,453
	602	@	Realogy Corp.		15,706
					33,159

See Accompanying Notes to Financial Statements
86

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND III  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Real Estate Investment Trusts: 0.1%
	250		Apartment Investment & Management Co.	$	14,410
	100		Boston Properties, Inc.		11,705
	980		Equity Office Properties Trust		47,236
	300		Prologis		19,551
	100		Public Storage, Inc.		9,628
	100		Vornado Realty Trust		12,611
					115,141
		Retail: 1.3%
	200	@	Autozone, Inc.		22,722
	900	@	Bed Bath & Beyond, Inc.		34,875
	1,155		Best Buy Co., Inc.		63,490
	750		Circuit City Stores, Inc.		18,720
	1,350		Costco Wholesale Corp.		70,551
	2,400		CVS Corp.		69,048
	350		Darden Restaurants, Inc.		14,053
	750		Family Dollar Stores, Inc.		20,918
	2,684		Federated Department Stores, Inc.		112,970
	2,150		Gap, Inc.		40,248
	2,400		Home Depot, Inc.		91,128
	600		JC Penney Co., Inc.		46,404
	1,600	@	Kohl's Corp.		111,360
	940		Limited Brands, Inc.		29,789
	4,360		Lowe's Cos., Inc.		131,498
	3,550		McDonald's Corp.		148,994
	1,100		Nordstrom, Inc.		53,922
	1,460	@	Office Depot, Inc.		55,276
	300		OfficeMax, Inc.		14,121
	290	@	Sears Holding Corp.		49,712
	2,025		Staples, Inc.		51,577
	2,900	@	Starbucks Corp.		102,341
	2,350		Target Corp.		136,512
	2,200		TJX Cos., Inc.		60,324
	2,840		Walgreen Co.		114,992
	7,100		Wal-Mart Stores, Inc.		327,310
	450		Wendy's International, Inc.		14,657
	850		Yum! Brands, Inc.		52,012
					2,059,524
		Savings & Loans: 0.1%
	2,753		Washington Mutual, Inc.		120,251
					120,251
		Semiconductors: 0.6%
	2,300	@	Advanced Micro Devices, Inc.		49,611
	1,700	@	Altera Corp.		33,813
	1,400		Analog Devices, Inc.		45,528
	4,350		Applied Materials, Inc.		78,213
	1,495	@	Freescale Semiconductor, Inc.		59,695
	16,510		Intel Corp.		352,489
	600		KLA-Tencor Corp.		31,002
	850		Linear Technology Corp.		27,319
	1,200	@	LSI Logic Corp.		12,792
	850		Maxim Integrated Products		26,758
	3,400	@	Micron Technology, Inc.		49,640
	1,450		National Semiconductor Corp.		35,076
	450	@	Novellus Systems, Inc.		14,049
	400	@	Nvidia Corp.		14,796
	400	@	QLogic Corp.		8,900
	1,800		Texas Instruments, Inc.		53,190
	900		Xilinx, Inc.		24,120
					916,991

Shares				Value
		Software: 0.9%
	1,700	@	Adobe Systems, Inc.	$	68,221
	930	@	Autodesk, Inc.		38,297
	1,600		Automatic Data Processing, Inc.		77,168
	1,020	@	BMC Software, Inc.		33,211
	1,500		CA, Inc.		32,550
	450	@	Citrix Systems, Inc.		12,933
	1,650	@	Compuware Corp.		13,844
	920	@	Electronic Arts, Inc.		51,382
	500		Fidelity National Information Services, Inc.		19,950
	2,107		First Data Corp.		53,202
	650	@	Fiserv, Inc.		33,222
	550		IMS Health, Inc.		15,109
	900	@	Intuit, Inc.		28,332
	24,850		Microsoft Corp.		728,851
	900	@	Novell, Inc.		5,652
	11,550	@	Oracle Corp.		219,797
	284	@	Parametric Technology Corp.		5,498
	950		Paychex, Inc.		37,440
					1,474,659
		Telecommunications: 1.6%
	1,100		Alltel Corp.		62,414
	10,956		AT&T, Inc.		371,518
	2,250	@	Avaya, Inc.		28,755
	5,450		BellSouth Corp.		243,016
	600		CenturyTel, Inc.		25,530
	29,350	@	Cisco Systems, Inc.		788,928
	1,000		Citizens Communications Co.		14,170
	500	@	Comverse Technology, Inc.		9,760
	4,300	@	Corning, Inc.		92,708
	401		Embarq Corp.		20,631
	600	@	JDS Uniphase Corp.		11,088
	1,600	@	Juniper Networks, Inc.		34,064
	9,790		Motorola, Inc.		217,044
	4,700		Qualcomm, Inc.		171,973
	4,400	@	Qwest Communications International, Inc.		33,836
	8,924		Sprint Nextel Corp.		174,107
	1,150	@	Tellabs, Inc.		11,546
	8,250		Verizon Communications, Inc.		288,255
	1,310		Windstream Corp.		18,261
					2,617,604
		Textiles: 0.0%
	450		Cintas Corp.		18,990
					18,990
		Toys/Games/Hobbies: 0.0%
	800		Hasbro, Inc.		21,400
	1,300		Mattel, Inc.		28,535
					49,935
		Transportation: 0.2%
	1,000		Burlington Northern Santa Fe Corp.		75,160
	1,300		CSX Corp.		46,618
	850		FedEx Corp.		98,116
	1,200		Norfolk Southern Corp.		59,100
	200		Ryder System, Inc.		10,434
	800		Union Pacific Corp.		72,394
					361,822
			Total Common Stock (Cost $25,950,201)		37,312,627

See Accompanying Notes to Financial Statements
87

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND III  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal Amount	Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 75.9%

		Federal National Mortgage Association: 75.9%
$	127,000,000		5.300%, due 06/05/07	$	123,681,744
			Total U.S. Government Agency Obligations (Cost $123,985,359)		123,681,744
U.S. TREASURY OBLIGATIONS: 0.7%
		U.S. Treasury Principal Only STRIP: 0.7%
	1,146,000		5.060%, due 05/15/07		1,120,578
			Total U.S. Treasury Obligations (Cost $1,120,632)		1,120,578
			Total Long-Term Investments (Cost $151,056,192)		162,114,949
SHORT-TERM INVESTMENTS: 1.0%

	Repurchase Agreement: 1.0%
1,630,000	Morgan Stanley Repurchase Agreement dated 11/30/06, 5.290%, due 12/01/06, $1,630,240 to be received upon repurchase (Collateralized by $1,690,000 Federal National Mortgage Association, 3.750%-5.500%, Market Value plus accrued interest $1,678,640, due 11/09/07-06/19/28)	1,630,000
Total Short-Term Investments (Cost $1,630,000)		1,630,000

Total Investments in Securities (Cost $152,686,192)*	100.5	%	$	163,744,949
Other Assets and Liabilities - Net	(0.5	)		(786,674	)
Net Assets	100.0	%	$	162,958,275

@  Non-income producing security

@@  Foreign Issuer

STRIP  Separate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $154,347,467.

  Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	9,846,381
Gross Unrealized Depreciation		(448,899	)
Net Unrealized Appreciation	$	9,397,482

See Accompanying Notes to Financial Statements
88

  PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IV  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 51.7%
		Advertising: 0.1%
	3,950		Omnicom Group	$	403,532
					403,532
		Aerospace/Defense: 1.2%
	10,500		Boeing Co.		929,565
	7,300		General Dynamics Corp.		546,332
	1,600		Goodrich Corp.		72,000
	2,200		L-3 Communications Holdings, Inc.		180,950
	6,400		Lockheed Martin Corp.		578,880
	4,753		Northrop Grumman Corp.		318,118
	10,152		Raytheon Co.		518,158
	900		Rockwell Collins, Inc.		54,297
	13,420		United Technologies Corp.		865,993
					4,064,293
		Agriculture: 0.9%
	27,700		Altria Group, Inc.		2,332,617
	7,850		Archer-Daniels-Midland Co.		275,535
	2,240		Reynolds American, Inc.		143,898
	2,200		UST, Inc.		123,156
					2,875,206
		Airlines: 0.0%
	10,500		Southwest Airlines Co.		164,955
					164,955
		Apparel: 0.3%
	8,600	@	Coach, Inc.		371,606
	2,370		Jones Apparel Group, Inc.		79,632
	2,380		Liz Claiborne, Inc.		101,745
	3,130		Nike, Inc.		309,714
	1,210		VF Corp.		94,852
					957,549
		Auto Manufacturers: 0.2%
	22,220		Ford Motor Co.		180,649
	2,800		General Motors Corp.		81,844
	4,500		Paccar, Inc.		293,850
					556,343
		Auto Parts & Equipment: 0.1%
	3,100	@	Goodyear Tire & Rubber Co.		52,235
	2,600		Johnson Controls, Inc.		211,458
					263,693
		Banks: 4.0%
	81,692		Bank of America Corp.		4,399,114
	10,150		Bank of New York Co., Inc.		360,731
	6,598		BB&T Corp.		283,780
	4,080		Capital One Financial Corp.		317,750
	2,850		Comerica, Inc.		166,013
	1,000		Commerce Bancorp., Inc.		34,760
	1,800		Compass Bancshares, Inc.		102,852
	6,650		Fifth Third Bancorp.		262,210
	950		First Horizon National Corp.		37,867
	2,900		Huntington Bancshares, Inc.		70,499
	5,400		Keycorp		194,940
	1,200		M&T Bank Corp.		142,368
	3,350		Marshall & Ilsley Corp.		153,397
	5,850		Mellon Financial Corp.		235,346
	9,990		National City Corp.		360,639

Shares				Value
	6,100		North Fork Bancorp., Inc.	$	171,227
	2,650		Northern Trust Corp.		150,944
	3,850		PNC Financial Services Group, Inc.		272,157
	13,088		Regions Financial Corp.		479,675
	4,350		State Street Corp.		270,266
	4,800		SunTrust Banks, Inc.		391,920
	3,884		Synovus Financial Corp.		116,598
	23,500		US Bancorp.		790,540
	34,842		Wachovia Corp.		1,888,088
	44,600		Wells Fargo & Co.		1,571,704
	1,250		Zions Bancorp.		97,800
					13,323,185
		Beverages: 1.1%
	13,800		Anheuser-Busch Cos., Inc.		655,638
	1,410		Brown-Forman Corp.		97,925
	27,000		Coca-Cola Co.		1,264,410
	4,300		Coca-Cola Enterprises, Inc.		87,935
	2,500	@	Constellation Brands, Inc.		69,950
	600		Molson Coors Brewing Co.		42,648
	2,150		Pepsi Bottling Group, Inc.		67,338
	21,810		PepsiCo, Inc.		1,351,566
					3,637,410
		Biotechnology: 0.5%
	15,550	@	Amgen, Inc.		1,104,050
	4,400	@	Biogen Idec, Inc.		229,944
	4,850	@	Celgene Corp.		270,291
	1,300	@	Genzyme Corp.		83,720
	1,300	@	Medimmune, Inc.		42,497
	750	@	Millipore Corp.		51,308
					1,781,810
		Building Materials: 0.1%
	850		American Standard Cos., Inc.		38,089
	5,900		Masco Corp.		169,271
					207,360
		Chemicals: 0.8%
	1,150		Air Products & Chemicals, Inc.		79,511
	900		Ashland, Inc.		60,849
	14,350		Dow Chemical Co.		574,144
	2,500		Ecolab, Inc.		110,875
	13,800		EI DuPont de Nemours & Co.		647,634
	1,200		International Flavors & Fragrances, Inc.		56,532
	8,100		Monsanto Co.		389,367
	4,200		PPG Industries, Inc.		270,060
	4,800		Praxair, Inc.		299,520
	2,300		Rohm & Haas Co.		120,106
	2,250		Sherwin-Williams Co.		140,738
	800		Sigma-Aldrich Corp.		60,888
					2,810,224
		Coal: 0.0%
	3,610		Peabody Energy Corp.		166,096
					166,096
		Commercial Services: 0.4%
	3,200	@	Apollo Group, Inc.		124,128
	2,300	@	Convergys Corp.		55,476
	2,560		Equifax, Inc.		97,254
	4,410		H&R Block, Inc.		105,840

See Accompanying Notes to Financial Statements
89

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IV  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Commercial Services (continued)
	6,760		McKesson Corp.	$	333,944
	1,650	@	Monster Worldwide, Inc.		72,023
	4,300		Moody's Corp.		298,764
	2,300		Robert Half International, Inc.		88,757
	2,500		RR Donnelley & Sons Co.		88,175
	9,028		Western Union Co.		205,838
					1,470,199
		Computers: 2.4%
	1,500	@	Affiliated Computer Services, Inc.		75,825
	1,910	@	Cognizant Technology Solutions Corp.		155,780
	2,550	@	Computer Sciences Corp.		133,110
	51,640	@	Dell, Inc.		1,406,674
	6,850		Electronic Data Systems Corp.		185,909
	27,900	@	EMC Corp.		365,769
	61,650		Hewlett-Packard Co.		2,432,709
	27,200		International Business Machines Corp.		2,500,224
	2,150	@	Lexmark International, Inc.		148,307
	2,900	@	NCR Corp.		124,439
	4,550	@	Network Appliance, Inc.		178,406
	2,500	@	Sandisk Corp.		111,000
	45,100	@	Sun Microsystems, Inc.		244,442
	3,800	@	Unisys Corp.		27,398
					8,089,992
		Cosmetics/Personal Care: 1.0%
	5,900		Avon Products, Inc.		192,576
	6,850		Colgate-Palmolive Co.		445,593
	2,900		Estee Lauder Cos., Inc.		119,741
	42,055		Procter & Gamble Co.		2,640,633
					3,398,543
		Distribution/Wholesale: 0.0%
	1,200		WW Grainger, Inc.		86,832
					86,832
		Diversified Financial Services: 4.7%
	16,050		American Express Co.		942,456
	3,390		Ameriprise Financial, Inc.		183,399
	1,500		Bear Stearns Cos., Inc.		228,720
	12,350		Charles Schwab Corp.		226,499
	520		Chicago Mercantile Exchange Holdings, Inc.		278,512
	4,500		CIT Group, Inc.		234,045
	89,200		Citigroup, Inc.		4,423,428
	8,008		Countrywide Financial Corp.		318,078
	4,600	@	E*Trade Financial Corp.		110,722
	12,850		Fannie Mae		732,836
	1,450		Federated Investors, Inc.		48,111
	2,200		Franklin Resources, Inc.		234,828
	9,200		Freddie Mac		617,872
	5,750		Goldman Sachs Group, Inc.		1,120,100
	2,800		Janus Capital Group, Inc.		56,728
	62,100		JPMorgan Chase & Co.		2,873,988
	7,100		Lehman Brothers Holdings, Inc.		523,057
	11,700		Merrill Lynch & Co., Inc.		1,022,931
	14,350		Morgan Stanley		1,092,896
	5,650		SLM Corp.		258,996
	3,600		T. Rowe Price Group, Inc.		155,988
					15,684,190

Shares				Value
		Electric: 1.5%
	14,400	@	AES Corp.	$	336,528
	2,300	@	Allegheny Energy, Inc.		102,028
	3,300		Ameren Corp.		180,543
	6,550		American Electric Power Co., Inc.		271,891
	3,800		Centerpoint Energy, Inc.		62,130
	5,350	@	CMS Energy Corp.		86,724
	2,850		Constellation Energy Group, Inc.		195,539
	2,900		DTE Energy Co.		136,561
	6,500	@	Dynegy, Inc.		44,135
	5,610		Edison International		257,948
	3,600		Entergy Corp.		328,752
	11,600		Exelon Corp.		704,468
	5,300		FirstEnergy Corp.		317,152
	6,070		PG&E Corp.		278,795
	1,700		Pinnacle West Capital Corp.		83,878
	6,600		PPL Corp.		239,910
	1,400		Progress Energy, Inc.		66,878
	4,000		Public Service Enterprise Group, Inc.		268,880
	11,900		Southern Co.		431,375
	3,400		TECO Energy, Inc.		57,766
	7,940		TXU Corp.		455,677
	6,800		Xcel Energy, Inc.		156,128
					5,063,686
		Electrical Components & Equipment: 0.2%
	5,400		Emerson Electric Co.		468,180
	1,800		Molex, Inc.		57,600
					525,780
		Electronics: 0.3%
	6,800	@	Agilent Technologies, Inc.		216,512
	3,700		Applera Corp. - Applied Biosystems Group		134,828
	3,730		Jabil Circuit, Inc.		105,783
	2,900		PerkinElmer, Inc.		62,843
	3,400		Symbol Technologies, Inc.		50,388
	5,400	@	Thermo Electron Corp.		236,682
	1,650	@	Waters Corp.		82,566
					889,602
		Entertainment: 0.0%
	1,800		International Game Technology		78,804
					78,804
		Environmental Control: 0.1%
	3,400	@	Allied Waste Industries, Inc.		43,112
	9,800		Waste Management, Inc.		358,778
					401,890
		Food: 0.6%
	5,200		Campbell Soup Co.		197,964
	6,950		ConAgra Foods, Inc.		178,615
	1,700	@	Dean Foods Co.		72,794
	7,950		General Mills, Inc.		444,803
	900		Hershey Co.		47,673
	4,050		HJ Heinz Co.		180,023
	3,550		Kellogg Co.		176,719
	9,200		Kroger Co.		197,432
	2,500		McCormick & Co., Inc.		96,800
	5,900		Safeway, Inc.		181,779
	3,751		Sara Lee Corp.		62,192
	2,382		Supervalu, Inc.		81,607

See Accompanying Notes to Financial Statements
90

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IV  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Food (continued)
	1,800		Whole Foods Market, Inc.	$	87,840
					2,006,241
		Forest Products & Paper: 0.2%
	6,400		International Paper Co.		211,840
	2,700		MeadWestvaco Corp.		79,650
	2,250		Plum Creek Timber Co., Inc.		83,835
	2,200		Temple-Inland, Inc.		86,020
	1,200		Weyerhaeuser Co.		77,616
					538,961
		Gas: 0.1%
	2,800		KeySpan Corp.		114,884
	800		Nicor, Inc.		39,640
	4,400		NiSource, Inc.		108,504
	4,400		Sempra Energy		239,800
					502,828
		Hand/Machine Tools: 0.1%
	1,220		Black & Decker Corp.		104,774
	1,300		Snap-On, Inc.		61,750
	1,700		Stanley Works		86,734
					253,258
		Healthcare-Products: 1.5%
	700		Bausch & Lomb, Inc.		33,894
	8,050		Baxter International, Inc.		360,157
	3,280		Becton Dickinson & Co.		235,242
	14,400	@	Boston Scientific Corp.		227,808
	1,200		CR Bard, Inc.		98,748
	38,750		Johnson & Johnson		2,554,013
	15,200		Medtronic, Inc.		792,376
	1,900	@	Patterson Cos., Inc.		70,509
	1,700	@	St. Jude Medical, Inc.		63,359
	4,000		Stryker Corp.		207,440
	3,200	@	Zimmer Holdings, Inc.		233,472
					4,877,018
		Healthcare-Services: 1.1%
	9,820		Aetna, Inc.		405,664
	3,580	@	Coventry Health Care, Inc.		172,305
	3,500	@	Humana, Inc.		189,350
	2,250	@	Laboratory Corp. of America Holdings		159,300
	900		Manor Care, Inc.		42,768
	2,100		Quest Diagnostics		111,657
	30,300		UnitedHealth Group, Inc.		1,487,124
	13,930	@	WellPoint, Inc.		1,054,083
					3,622,251
		Home Builders: 0.0%
	700		Lennar Corp.		36,750
					36,750
		Home Furnishings: 0.1%
	1,500		Harman International Industries, Inc.		155,760
	1,000		Whirlpool Corp.		85,300
					241,060
		Household Products/Wares: 0.2%
	300		Avery Dennison Corp.		20,241
	1,850		Fortune Brands, Inc.		149,665

Shares				Value
	6,100		Kimberly-Clark Corp.	$	405,467
					575,373
		Housewares: 0.0%
	3,800		Newell Rubbermaid, Inc.		108,262
					108,262
		Insurance: 2.9%
	4,050	@@	ACE Ltd.		230,202
	6,500		Aflac, Inc.		286,910
	11,250		Allstate Corp.		714,150
	1,700		AMBAC Financial Group, Inc.		145,588
	34,450		American International Group, Inc.		2,422,524
	4,350		AON Corp.		155,208
	7,460		Chubb Corp.		386,130
	1,780		Cigna Corp.		224,369
	3,141		Cincinnati Financial Corp.		139,083
	9,500		Genworth Financial, Inc.		311,600
	6,900		Hartford Financial Services Group, Inc.		591,744
	3,496		Lincoln National Corp.		222,311
	8,140		Loews Corp.		324,949
	2,900		Marsh & McLennan Cos., Inc.		91,118
	2,300		MBIA, Inc.		160,195
	13,630		Metlife, Inc.		800,490
	1,120		MGIC Investment Corp.		64,915
	4,600		Principal Financial Group		265,650
	12,800		Progressive Corp.		288,640
	8,640		Prudential Financial, Inc.		703,987
	2,620		Safeco Corp.		158,693
	12,430		St. Paul Travelers Cos., Inc.		643,998
	1,200		Torchmark Corp.		75,864
	3,800		UnumProvident Corp.		77,824
	2,200	@@	XL Capital Ltd.		156,464
					9,642,606
		Internet: 0.4%
	4,000	@	Amazon.com, Inc.		161,360
	5,750	@	eBay, Inc.		186,013
	1,100	@	Google, Inc.		533,412
	14,250	@	Symantec Corp.		302,100
	3,000	@	VeriSign, Inc.		78,330
					1,261,215
		Iron/Steel: 0.2%
	7,900		Nucor Corp.		472,815
	3,150		United States Steel Corp.		235,589
					708,404
		Leisure Time: 0.2%
	1,450		Brunswick Corp.		46,937
	5,450		Carnival Corp.		266,996
	3,800		Harley-Davidson, Inc.		280,326
	2,400		Sabre Holdings Corp.		65,832
					660,091
		Lodging: 0.1%
	3,860		Marriott International, Inc.		174,279
	1,200		Starwood Hotels & Resorts Worldwide, Inc.		77,004
	2,680	@	Wyndham Worldwide Corp.		85,063
					336,346

See Accompanying Notes to Financial Statements
91

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IV  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Machinery-Construction & Mining: 0.2%
	8,700		Caterpillar, Inc.	$	539,661
					539,661
		Machinery-Diversified: 0.1%
	1,200		Cummins, Inc.		143,904
	1,100		Deere & Co.		105,600
	2,300		Rockwell Automation, Inc.		149,684
					399,188
		Media: 1.3%
	14,300		CBS Corp.		425,425
	6,100		Clear Channel Communications, Inc.		214,476
	27,700	@	Comcast Corp.		1,120,742
	1,100		EW Scripps Co.		53,746
	2,900		Gannett Co., Inc.		172,608
	6,470		McGraw-Hill Cos., Inc.		431,226
	450		Meredith Corp.		24,345
	31,650		News Corp., Inc.		651,990
	1,100	@	Univision Communications, Inc.		39,149
	37,350		Walt Disney Co.		1,234,418
					4,368,125
		Mining: 0.2%
	2,700		Freeport-McMoRan Copper & Gold, Inc.		169,749
	2,650		Phelps Dodge Corp.		325,950
	1,200		Vulcan Materials Co.		106,464
					602,163
		Miscellaneous Manufacturing: 2.7%
	10,000		3M Co.		814,600
	1,600		Cooper Industries Ltd.		146,304
	2,800		Danaher Corp.		204,736
	2,550		Dover Corp.		128,265
	5,300		Eastman Kodak Co.		137,906
	3,100		Eaton Corp.		238,948
	138,050		General Electric Co.		4,870,404
	14,600		Honeywell International, Inc.		627,508
	5,400		Illinois Tool Works, Inc.		254,880
	4,400	@@	Ingersoll-Rand Co.		171,644
	2,700		ITT Corp.		145,665
	2,500		Leggett & Platt, Inc.		59,450
	2,750		Parker Hannifin Corp.		229,570
	1,930		Textron, Inc.		188,079
	26,700	@@	Tyco International Ltd.		808,743
					9,026,702
		Office/Business Equipment: 0.1%
	3,700		Pitney Bowes, Inc.		170,533
	20,400	@	Xerox Corp.		336,600
					507,133
		Oil & Gas: 5.1%
	5,100		Anadarko Petroleum Corp.		251,736
	1,500		Apache Corp.		104,895
	43,503		Chevron Corp.		3,146,137
	20,001		ConocoPhillips		1,346,067
	5,400		Devon Energy Corp.		396,198
	2,900		EOG Resources, Inc.		204,537
	117,750		ExxonMobil Corp.		9,044,378
	1,080		Hess Corp.		54,292
	7,400		Marathon Oil Corp.		698,412

Shares				Value
	3,200	@,@@	Nabors Industries Ltd.	$	108,032
	1,600		Noble Corp.		123,600
	10,480		Occidental Petroleum Corp.		527,563
	2,000		Sunoco, Inc.		136,320
	3,700	@	Transocean, Inc.		288,415
	9,600		Valero Energy Corp.		528,672
	4,300		XTO Energy, Inc.		217,580
					17,176,834
		Oil & Gas Services: 0.7%
	3,700		Baker Hughes, Inc.		271,691
	1,300		BJ Services Co.		43,901
	21,350		Halliburton Co.		720,349
	2,000	@	National Oilwell Varco, Inc.		133,020
	14,400		Schlumberger Ltd.		986,112
	1,600	@	Weatherford International Ltd.		71,856
					2,226,929
		Packaging & Containers: 0.1%
	2,200		Ball Corp.		94,072
	1,500		Bemis Co.		51,195
	2,700	@	Pactiv Corp.		93,015
	1,400		Sealed Air Corp.		83,314
					321,596
		Pharmaceuticals: 2.8%
	20,200		Abbott Laboratories		942,532
	750		Allergan, Inc.		87,435
	4,160		AmerisourceBergen Corp.		191,318
	1,400	@	Barr Pharmaceuticals, Inc.		71,512
	10,500		Bristol-Myers Squibb Co.		260,715
	5,460		Cardinal Health, Inc.		352,825
	5,250		Caremark Rx, Inc.		248,325
	4,800		Eli Lilly & Co.		257,232
	2,300	@	Express Scripts, Inc.		156,860
	5,750	@	Forest Laboratories, Inc.		280,025
	5,900	@	Gilead Sciences, Inc.		388,928
	1,940	@	Hospira, Inc.		63,632
	4,300	@	King Pharmaceuticals, Inc.		71,079
	3,748	@	Medco Health Solutions, Inc.		188,187
	39,250		Merck & Co., Inc.		1,747,018
	4,800		Mylan Laboratories		97,392
	96,570		Pfizer, Inc.		2,654,709
	26,700		Schering-Plough Corp.		587,667
	1,700	@	Watson Pharmaceuticals, Inc.		43,639
	17,850		Wyeth		861,798
					9,552,828
		Pipelines: 0.1%
	7,500		El Paso Corp.		109,500
	6,500		Williams Cos., Inc.		180,440
					289,940
		Real Estate: 0.0%
	2,500	@	CB Richard Ellis Group, Inc.		82,325
	2,809	@	Realogy Corp.		73,287
					155,612
		Real Estate Investment Trusts: 0.2%
	1,550		Apartment Investment & Management Co.		89,342
	600		Boston Properties, Inc.		70,230
	4,590		Equity Office Properties Trust		221,238
	1,200		Prologis		78,204

See Accompanying Notes to Financial Statements
92

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IV  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Real Estate Investment Trusts (continued)
	1,000		Public Storage, Inc.	$	96,280
	700		Vornado Realty Trust		88,277
					643,571
		Retail: 2.8%
	500	@	Autozone, Inc.		56,805
	4,150	@	Bed Bath & Beyond, Inc.		160,813
	5,550		Best Buy Co., Inc.		305,084
	2,500	@	Big Lots, Inc.		55,775
	2,450		Circuit City Stores, Inc.		61,152
	5,750		Costco Wholesale Corp.		300,495
	10,200		CVS Corp.		293,454
	1,550		Darden Restaurants, Inc.		62,233
	3,250		Family Dollar Stores, Inc.		90,643
	12,534		Federated Department Stores, Inc.		527,556
	11,220		Gap, Inc.		210,038
	11,190		Home Depot, Inc.		424,884
	2,750		JC Penney Co., Inc.		212,685
	7,100	@	Kohl's Corp.		494,160
	4,200		Limited Brands, Inc.		133,098
	20,280		Lowe's Cos., Inc.		611,645
	16,600		McDonald's Corp.		696,702
	4,800		Nordstrom, Inc.		235,296
	6,350	@	Office Depot, Inc.		240,411
	1,200		OfficeMax, Inc.		56,484
	990	@	Sears Holding Corp.		169,706
	8,935		Staples, Inc.		227,574
	13,500	@	Starbucks Corp.		476,415
	11,350		Target Corp.		659,322
	10,400		TJX Cos., Inc.		285,168
	13,500		Walgreen Co.		546,615
	32,600		Wal-Mart Stores, Inc.		1,502,860
	1,750		Wendy's International, Inc.		56,998
	3,150		Yum! Brands, Inc.		192,749
					9,346,820
		Savings & Loans: 0.2%
	12,756		Washington Mutual, Inc.		557,182
					557,182
		Semiconductors: 1.3%
	12,200	@	Advanced Micro Devices, Inc.		263,154
	7,500	@	Altera Corp.		149,175
	6,000		Analog Devices, Inc.		195,120
	18,700		Applied Materials, Inc.		336,226
	6,590	@	Freescale Semiconductor, Inc.		263,139
	76,400		Intel Corp.		1,631,140
	2,700		KLA-Tencor Corp.		139,509
	3,800		Linear Technology Corp.		122,132
	9,000	@	LSI Logic Corp.		95,940
	4,000		Maxim Integrated Products		125,920
	15,100	@	Micron Technology, Inc.		220,460
	3,650		National Semiconductor Corp.		88,294
	2,300	@	Novellus Systems, Inc.		71,806
	1,900	@	Nvidia Corp.		70,281
	3,500	@	QLogic Corp.		77,875
	3,500	@	Teradyne, Inc.		52,150
	8,200		Texas Instruments, Inc.		242,310
	4,500		Xilinx, Inc.		120,600
					4,265,231

Shares				Value
		Software: 2.0%
	7,720	@	Adobe Systems, Inc.	$	309,804
	3,000	@	Autodesk, Inc.		123,540
	7,750		Automatic Data Processing, Inc.		373,783
	4,260	@	BMC Software, Inc.		138,706
	6,500		CA, Inc.		141,050
	2,150	@	Citrix Systems, Inc.		61,791
	8,000	@	Compuware Corp.		67,120
	3,900	@	Electronic Arts, Inc.		217,815
	2,200		Fidelity National Information Services, Inc.		87,780
	9,028		First Data Corp.		227,957
	2,350	@	Fiserv, Inc.		120,109
	3,050		IMS Health, Inc.		83,784
	4,700	@	Intuit, Inc.		147,956
	114,450		Microsoft Corp.		3,356,819
	5,400	@	Novell, Inc.		33,912
	53,460	@	Oracle Corp.		1,017,344
	1,288	@	Parametric Technology Corp.		24,936
	4,900		Paychex, Inc.		193,109
					6,727,315
		Telecommunications: 3.6%
	5,200		Alltel Corp.		295,048
	51,454		AT&T, Inc.		1,744,805
	8,150	@	Avaya, Inc.		104,157
	24,300		BellSouth Corp.		1,083,537
	2,750		CenturyTel, Inc.		117,013
	137,500	@	Cisco Systems, Inc.		3,696,000
	4,300		Citizens Communications Co.		60,931
	2,700	@	Comverse Technology, Inc.		52,704
	20,000	@	Corning, Inc.		431,200
	1,921		Embarq Corp.		98,835
	2,800	@	JDS Uniphase Corp.		51,744
	6,900	@	Juniper Networks, Inc.		146,901
	43,840		Motorola, Inc.		971,933
	21,850		Qualcomm, Inc.		799,492
	19,100	@	Qwest Communications International, Inc.		146,879
	38,620		Sprint Nextel Corp.		753,476
	6,350	@	Tellabs, Inc.		63,754
	38,450		Verizon Communications, Inc.		1,343,443
	5,740		Windstream Corp.		80,016
					12,041,868
		Textiles: 0.0%
	2,150		Cintas Corp.		90,730
					90,730
		Toys/Games/Hobbies: 0.1%
	3,700		Hasbro, Inc.		98,975
	5,350		Mattel, Inc.		117,433
					216,408
		Transportation: 0.5%
	4,950		Burlington Northern Santa Fe Corp.		372,042
	5,840		CSX Corp.		209,422
	4,100		FedEx Corp.		473,263
	5,050		Norfolk Southern Corp.		248,713
	800		Ryder System, Inc.		41,736
	3,650		Union Pacific Corp.		330,375
					1,675,551
			Total Common Stock (Cost $123,286,623)		173,003,225

See Accompanying Notes to Financial Statements
93

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IV  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal Amount	Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 45.0%

		Federal National Mortgage Association: 45.0%
$	157,000,000		5.250%, due 10/05/07	$	150,346,183
			Total U.S. Government Agency Obligations (Cost $152,870,046)		150,346,183
U.S. TREASURY OBLIGATIONS: 3.0%
		U.S. Treasury Principal Only STRIP: 3.0%
	10,398,000		5.020%, due 08/15/07		10,044,010
			Total U.S. Treasury Obligations (Cost $10,049,200)		10,044,010
			Total Long-Term Investments (Cost $286,205,869)		333,393,418
SHORT-TERM INVESTMENTS: 0.7%

	Repurchase Agreement: 0.7%
2,183,000	Morgan Stanley Repurchase Agreement dated 11/30/06, 5.290%, due 12/01/06, $2,183,321 to be received upon repurchase (Collateralized by $2,325,000 Federal National Mortgage Association, 3.550%-5.500%, Market Value plus accrued interest $2,273,540, due 06/17/10-06/19/28)	2,183,000
	Total Short-Term Investments (Cost $2,183,000)	2,183,000

Total Investments in Securities (Cost $288,388,869)*	100.4	%	$	335,576,418
Other Assets and Liabilities - Net	(0.4	)		(1,203,045	)
Net Assets	100.0	%	$	334,373,373

@  Non-income producing security

@@  Foreign Issuer

STRIP  Separate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $290,153,868.

  Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	48,659,074
Gross Unrealized Depreciation		(3,236,524	)
Net Unrealized Appreciation	$	45,422,550

See Accompanying Notes to Financial Statements
94

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND V  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 41.6%
			Advertising: 0.1%
	2,350		Omnicom Group	$	240,076
					240,076
			Aerospace/Defense: 1.0%
	6,900		Boeing Co.		610,857
	4,700		General Dynamics Corp.		351,748
	900		Goodrich Corp.		40,500
	1,450		L-3 Communications Holdings, Inc.		119,263
	4,170		Lockheed Martin Corp.		377,177
	2,717		Northrop Grumman Corp.		181,849
	6,631		Raytheon Co.		338,446
	600		Rockwell Collins, Inc.		36,198
	8,800		United Technologies Corp.		567,864
					2,623,902
			Agriculture: 0.7%
	18,250		Altria Group, Inc.		1,536,833
	5,720		Archer-Daniels-Midland Co.		200,772
	1,180		Reynolds American, Inc.		75,803
	1,300		UST, Inc.		72,774
					1,886,182
			Airlines: 0.0%
	6,800		Southwest Airlines Co.		106,828
					106,828
			Apparel: 0.2%
	5,620	@	Coach, Inc.		242,840
	1,060		Jones Apparel Group, Inc.		35,616
	1,550		Liz Claiborne, Inc.		66,263
	2,040		Nike, Inc.		201,858
	660		VF Corp.		51,737
					598,314
			Auto Manufacturers: 0.1%
	14,180		Ford Motor Co.		115,283
	1,800		General Motors Corp.		52,614
	2,900		Paccar, Inc.		189,370
					357,267
			Auto Parts & Equipment: 0.1%
	1,600	@	Goodyear Tire & Rubber Co.		26,960
	1,550		Johnson Controls, Inc.		126,062
					153,022
			Banks: 3.2%
	53,257		Bank of America Corp.		2,867,889
	6,450		Bank of New York Co., Inc.		229,233
	4,163		BB&T Corp.		179,051
	2,650		Capital One Financial Corp.		206,382
	1,600		Comerica, Inc.		93,200
	1,100		Compass Bancshares, Inc.		62,854
	4,900		Fifth Third Bancorp.		193,207
	1,100		First Horizon National Corp.		43,846
	1,650		Huntington Bancshares, Inc.		40,112
	3,200		Keycorp		115,520
	650		M&T Bank Corp.		77,116
	1,800		Marshall & Ilsley Corp.		82,422
	3,500		Mellon Financial Corp.		140,805
	7,100		National City Corp.		256,310
	3,600		North Fork Bancorp., Inc.		101,052

Shares				Value
	1,600		Northern Trust Corp.	$	91,136
	2,250		PNC Financial Services Group, Inc.		159,053
	8,551		Regions Financial Corp.		313,394
	2,650		State Street Corp.		164,645
	3,150		SunTrust Banks, Inc.		257,198
	2,449		Synovus Financial Corp.		73,519
	15,450		US Bancorp.		519,738
	22,348		Wachovia Corp.		1,211,038
	29,300		Wells Fargo & Co.		1,032,532
	850		Zions Bancorp.		66,504
					8,577,756
			Beverages: 0.9%
	9,000		Anheuser-Busch Cos., Inc.		427,590
	680		Brown-Forman Corp.		47,226
	17,800		Coca-Cola Co.		833,574
	2,550		Coca-Cola Enterprises, Inc.		52,148
	1,500	@	Constellation Brands, Inc.		41,970
	400		Molson Coors Brewing Co.		28,432
	1,750		Pepsi Bottling Group, Inc.		54,810
	14,360		PepsiCo, Inc.		889,889
					2,375,639
			Biotechnology: 0.4%
	10,200	@	Amgen, Inc.		724,200
	2,600	@	Biogen Idec, Inc.		135,876
	3,100	@	Celgene Corp.		172,763
	850	@	Genzyme Corp.		54,740
	800	@	Medimmune, Inc.		26,152
	450	@	Millipore Corp.		30,785
					1,144,516
			Building Materials: 0.1%
	1,400		American Standard Cos., Inc.		62,734
	3,500		Masco Corp.		100,415
					163,149
			Chemicals: 0.7%
	700		Air Products & Chemicals, Inc.		48,398
	600		Ashland, Inc.		40,566
	9,500		Dow Chemical Co.		380,095
	1,600		Ecolab, Inc.		70,960
	9,100		EI DuPont de Nemours & Co.		427,063
	800		International Flavors & Fragrances, Inc.		37,688
	5,300		Monsanto Co.		254,771
	2,750		PPG Industries, Inc.		176,825
	3,150		Praxair, Inc.		196,560
	1,450		Rohm & Haas Co.		75,719
	1,350		Sherwin-Williams Co.		84,443
	500		Sigma-Aldrich Corp.		38,055
					1,831,143
			Coal: 0.0%
	2,340		Peabody Energy Corp.		107,663
					107,663
			Commercial Services: 0.4%
	1,900	@	Apollo Group, Inc.		73,701
	1,500	@	Convergys Corp.		36,180
	1,550		Equifax, Inc.		58,885
	2,600		H&R Block, Inc.		62,400
	4,200		McKesson Corp.		207,480
	950	@	Monster Worldwide, Inc.		41,468

See Accompanying Notes to Financial Statements
95

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND V  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Commercial Services (continued)
	2,800		Moody's Corp.	$	194,544
	1,550		Robert Half International, Inc.		59,815
	1,950		RR Donnelley & Sons Co.		68,777
	5,890		Western Union Co.		134,292
					937,542
			Computers: 2.0%
	900	@	Affiliated Computer Services, Inc.		45,495
	1,240	@	Cognizant Technology Solutions Corp.		101,134
	1,500	@	Computer Sciences Corp.		78,300
	33,530	@	Dell, Inc.		913,357
	4,050		Electronic Data Systems Corp.		109,917
	18,800	@	EMC Corp.		246,468
	40,600		Hewlett-Packard Co.		1,602,076
	17,900		International Business Machines Corp.		1,645,368
	1,350	@	Lexmark International, Inc.		93,123
	2,100	@	NCR Corp.		90,111
	3,240	@	Network Appliance, Inc.		127,040
	1,500	@	Sandisk Corp.		66,600
	26,400	@	Sun Microsystems, Inc.		143,088
	2,000	@	Unisys Corp.		14,420
					5,276,497
			Cosmetics/Personal Care: 0.8%
	3,600		Avon Products, Inc.		117,504
	4,500		Colgate-Palmolive Co.		292,725
	1,500		Estee Lauder Cos., Inc.		61,935
	27,675		Procter & Gamble Co.		1,737,713
					2,209,877
			Distribution/Wholesale: 0.0%
	850		WW Grainger, Inc.		61,506
					61,506
			Diversified Financial Services: 3.8%
	10,600		American Express Co.		622,432
	1,960		Ameriprise Financial, Inc.		106,036
	940		Bear Stearns Cos., Inc.		143,331
	7,900		Charles Schwab Corp.		144,886
	290		Chicago Mercantile Exchange Holdings, Inc.		155,324
	2,950		CIT Group, Inc.		153,430
	58,100		Citigroup, Inc.		2,881,179
	5,298		Countrywide Financial Corp.		210,437
	3,700	@	E*Trade Financial Corp.		89,059
	8,450		Fannie Mae		481,904
	800		Federated Investors, Inc.		26,544
	1,500		Franklin Resources, Inc.		160,110
	6,000		Freddie Mac		402,960
	3,800		Goldman Sachs Group, Inc.		740,240
	1,600		Janus Capital Group, Inc.		32,416
	40,800		JPMorgan Chase & Co.		1,888,224
	4,660		Lehman Brothers Holdings, Inc.		343,302
	7,700		Merrill Lynch & Co., Inc.		673,211
	9,350		Morgan Stanley		712,096
	3,200		SLM Corp.		146,688
	2,200		T. Rowe Price Group, Inc.		95,326
					10,209,135

Shares				Value
			Electric: 1.2%
	9,350	@	AES Corp.	$	218,510
	1,850	@	Allegheny Energy, Inc.		82,066
	2,200		Ameren Corp.		120,362
	4,500		American Electric Power Co., Inc.		186,795
	2,300		Centerpoint Energy, Inc.		37,605
	2,250	@	CMS Energy Corp.		36,473
	1,900		Constellation Energy Group, Inc.		130,359
	1,900		DTE Energy Co.		89,471
	4,300	@	Dynegy, Inc.		29,197
	3,320		Edison International		152,654
	2,400		Entergy Corp.		219,168
	7,600		Exelon Corp.		461,548
	3,650		FirstEnergy Corp.		218,416
	3,550		PG&E Corp.		163,052
	1,100		Pinnacle West Capital Corp.		54,274
	4,300		PPL Corp.		156,305
	900		Progress Energy, Inc.		42,993
	2,550		Public Service Enterprise Group, Inc.		171,411
	8,500		Southern Co.		308,125
	2,200		TECO Energy, Inc.		37,378
	5,260		TXU Corp.		301,871
	4,000		Xcel Energy, Inc.		91,840
					3,309,873
			Electrical Components & Equipment: 0.1%
	3,550		Emerson Electric Co.		307,785
	1,100		Molex, Inc.		35,200
					342,985
			Electronics: 0.2%
	4,450	@	Agilent Technologies, Inc.		141,688
	1,250		Applera Corp. - Applied Biosystems Group		45,550
	1,550		Jabil Circuit, Inc.		43,958
	1,500		PerkinElmer, Inc.		32,505
	2,000		Symbol Technologies, Inc.		29,640
	3,200	@	Thermo Electron Corp.		140,256
	1,100	@	Waters Corp.		55,044
					488,641
			Entertainment: 0.0%
	1,150		International Game Technology		50,347
					50,347
			Environmental Control: 0.1%
	2,200	@	Allied Waste Industries, Inc.		27,896
	6,300		Waste Management, Inc.		230,643
					258,539
			Food: 0.5%
	3,450		Campbell Soup Co.		131,342
	4,050		ConAgra Foods, Inc.		104,085
	1,000	@	Dean Foods Co.		42,820
	5,200		General Mills, Inc.		290,940
	600		Hershey Co.		31,782
	2,550		HJ Heinz Co.		113,348
	2,000		Kellogg Co.		99,560
	6,300		Kroger Co.		135,198
	1,100		McCormick & Co., Inc.		42,592
	3,550		Safeway, Inc.		109,376

See Accompanying Notes to Financial Statements
96

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND V  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Food (continued)
	2,338		Sara Lee Corp.	$	38,764
	632		Supervalu, Inc.		21,652
	1,100		Whole Foods Market, Inc.		53,680
					1,215,139
			Forest Products & Paper: 0.1%
	4,500		International Paper Co.		148,950
	1,500		MeadWestvaco Corp.		44,250
	1,400		Plum Creek Timber Co., Inc.		52,164
	1,800		Temple-Inland, Inc.		70,380
	700		Weyerhaeuser Co.		45,276
					361,020
			Gas: 0.1%
	1,800		KeySpan Corp.		73,854
	400		Nicor, Inc.		19,820
	2,900		NiSource, Inc.		71,514
	2,550		Sempra Energy		138,975
					304,163
			Hand/Machine Tools: 0.1%
	670		Black & Decker Corp.		57,540
	900		Snap-On, Inc.		42,750
	500		Stanley Works		25,510
					125,800
			Healthcare-Products: 1.2%
	500		Bausch & Lomb, Inc.		24,210
	5,700		Baxter International, Inc.		255,018
	1,920		Becton Dickinson & Co.		137,702
	9,200	@	Boston Scientific Corp.		145,544
	1,000		CR Bard, Inc.		82,290
	25,500		Johnson & Johnson		1,680,705
	10,000		Medtronic, Inc.		521,300
	1,200	@	Patterson Cos., Inc.		44,532
	1,150	@	St. Jude Medical, Inc.		42,861
	2,600		Stryker Corp.		134,836
	1,900	@	Zimmer Holdings, Inc.		138,624
					3,207,622
			Healthcare-Services: 0.9%
	6,410		Aetna, Inc.		264,797
	1,935	@	Coventry Health Care, Inc.		93,132
	2,390	@	Humana, Inc.		129,299
	1,500	@	Laboratory Corp. of America Holdings		106,200
	600		Manor Care, Inc.		28,512
	1,300		Quest Diagnostics		69,121
	19,970		UnitedHealth Group, Inc.		980,128
	9,180	@	WellPoint, Inc.		694,651
					2,365,840
			Home Builders: 0.0%
	500		Lennar Corp.		26,250
					26,250
			Home Furnishings: 0.1%
	900		Harman International Industries, Inc.		93,456
	700		Whirlpool Corp.		59,710
					153,166

Shares				Value
			Household Products/Wares: 0.1%
	200		Avery Dennison Corp.	$	13,494
	1,200		Fortune Brands, Inc.		97,080
	3,950		Kimberly-Clark Corp.		262,557
					373,131
			Housewares: 0.0%
	1,950		Newell Rubbermaid, Inc.		55,556
					55,556
			Insurance: 2.3%
	2,860	@@	ACE Ltd.		162,562
	4,050		Aflac, Inc.		178,767
	7,410		Allstate Corp.		470,387
	1,050		AMBAC Financial Group, Inc.		89,922
	22,600		American International Group, Inc.		1,589,232
	2,550		AON Corp.		90,984
	4,880		Chubb Corp.		252,589
	1,300		Cigna Corp.		163,865
	2,084		Cincinnati Financial Corp.		92,280
	6,100		Genworth Financial, Inc.		200,080
	4,450		Hartford Financial Services Group, Inc.		381,632
	2,212		Lincoln National Corp.		140,661
	5,390		Loews Corp.		215,169
	1,900		Marsh & McLennan Cos., Inc.		59,698
	1,200		MBIA, Inc.		83,580
	8,920		Metlife, Inc.		523,872
	650		MGIC Investment Corp.		37,674
	2,900		Principal Financial Group		167,475
	9,080		Progressive Corp.		204,754
	5,700		Prudential Financial, Inc.		464,436
	1,740		Safeco Corp.		105,392
	8,150		St. Paul Travelers Cos., Inc.		422,252
	1,250		Torchmark Corp.		79,025
	3,000		UnumProvident Corp.		61,440
	1,400	@@	XL Capital Ltd.		99,568
					6,337,296
			Internet: 0.3%
	2,400	@	Amazon.com, Inc.		96,816
	3,700	@	eBay, Inc.		119,695
	700	@	Google, Inc.		339,444
	8,369	@	Symantec Corp.		177,423
	1,900	@	VeriSign, Inc.		49,609
					782,987
			Iron/Steel: 0.2%
	5,140		Nucor Corp.		307,629
	2,040		United States Steel Corp.		152,572
					460,201
			Leisure Time: 0.2%
	850		Brunswick Corp.		27,515
	3,500		Carnival Corp.		171,465
	2,550		Harley-Davidson, Inc.		188,114
	1,500		Sabre Holdings Corp.		41,145
					428,239
			Lodging: 0.1%
	3,380		Marriott International, Inc.		152,607
	800		Starwood Hotels & Resorts Worldwide, Inc.		51,336

See Accompanying Notes to Financial Statements
97

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND V  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Lodging (continued)
	1,600	@	Wyndham Worldwide Corp.	$	50,784
					254,727
			Machinery-Construction & Mining: 0.1%
	5,700		Caterpillar, Inc.		353,571
					353,571
			Machinery-Diversified: 0.1%
	750		Cummins, Inc.		89,940
	700		Deere & Co.		67,200
	1,600		Rockwell Automation, Inc.		104,128
					261,268
			Media: 1.1%
	9,325		CBS Corp.		277,419
	3,900		Clear Channel Communications, Inc.		137,124
	18,200	@	Comcast Corp.		736,372
	600		EW Scripps Co.		29,316
	1,900		Gannett Co., Inc.		113,088
	4,170		McGraw-Hill Cos., Inc.		277,931
	550		Meredith Corp.		29,755
	20,550		News Corp., Inc.		423,330
	700		Tribune Co.		22,260
	600	@	Univision Communications, Inc.		21,354
	24,600		Walt Disney Co.		813,030
					2,880,979
			Mining: 0.1%
	1,800		Freeport-McMoRan Copper & Gold, Inc.		113,166
	1,740		Phelps Dodge Corp.		214,020
	300		Vulcan Materials Co.		26,616
					353,802
			Miscellaneous Manufacturing: 2.2%
	6,600		3M Co.		537,636
	750		Cooper Industries Ltd.		68,580
	2,250		Danaher Corp.		164,520
	1,550		Dover Corp.		77,965
	3,400		Eastman Kodak Co.		88,468
	2,000		Eaton Corp.		154,160
	89,950		General Electric Co.		3,173,436
	9,600		Honeywell International, Inc.		412,608
	3,800		Illinois Tool Works, Inc.		179,360
	2,600	@@	Ingersoll-Rand Co.		101,426
	1,600		ITT Corp.		86,320
	1,500		Leggett & Platt, Inc.		35,670
	1,600		Parker Hannifin Corp.		133,568
	1,400		Textron, Inc.		136,430
	17,500	@@	Tyco International Ltd.		530,075
					5,880,222
			Office/Business Equipment: 0.1%
	1,500		Pitney Bowes, Inc.		69,135
	14,450	@	Xerox Corp.		238,425
					307,560
			Oil & Gas: 4.1%
	3,300		Anadarko Petroleum Corp.		162,888
	920		Apache Corp.		64,336
	28,261		Chevron Corp.		2,043,836
	13,147		ConocoPhillips		884,793

Shares				Value
	3,300		Devon Energy Corp.	$	242,121
	1,650		EOG Resources, Inc.		116,375
	76,550		ExxonMobil Corp.		5,879,806
	1,500		Hess Corp.		75,405
	4,820		Marathon Oil Corp.		454,912
	1,900	@,@@	Nabors Industries Ltd.		64,144
	1,000		Noble Corp.		77,250
	6,900		Occidental Petroleum Corp.		347,346
	1,600		Sunoco, Inc.		109,056
	2,400	@	Transocean, Inc.		187,080
	6,300		Valero Energy Corp.		346,941
	2,600		XTO Energy, Inc.		131,560
					11,187,849
			Oil & Gas Services: 0.5%
	2,400		Baker Hughes, Inc.		176,232
	800		BJ Services Co.		27,016
	14,000		Halliburton Co.		472,360
	1,300	@	National Oilwell Varco, Inc.		86,463
	9,400		Schlumberger Ltd.		643,712
	1,000	@	Weatherford International Ltd.		44,910
					1,450,693
			Packaging & Containers: 0.1%
	1,000		Ball Corp.		42,760
	800		Bemis Co.		27,304
	1,100	@	Pactiv Corp.		37,895
	800		Sealed Air Corp.		47,608
					155,567
			Pharmaceuticals: 2.3%
	13,300		Abbott Laboratories		620,578
	450		Allergan, Inc.		52,461
	3,100		AmerisourceBergen Corp.		142,569
	800	@	Barr Pharmaceuticals, Inc.		40,864
	6,800		Bristol-Myers Squibb Co.		168,844
	3,240		Cardinal Health, Inc.		209,369
	3,580		Caremark Rx, Inc.		169,334
	3,100		Eli Lilly & Co.		166,129
	1,900	@	Express Scripts, Inc.		129,580
	3,750	@	Forest Laboratories, Inc.		182,625
	3,950	@	Gilead Sciences, Inc.		260,384
	1,270	@	Hospira, Inc.		41,656
	2,680	@	King Pharmaceuticals, Inc.		44,300
	2,260	@	Medco Health Solutions, Inc.		113,475
	25,500		Merck & Co., Inc.		1,135,005
	3,100		Mylan Laboratories		62,899
	63,490		Pfizer, Inc.		1,745,340
	17,400		Schering-Plough Corp.		382,974
	1,150	@	Watson Pharmaceuticals, Inc.		29,521
	11,700		Wyeth		564,876
					6,262,783
			Pipelines: 0.1%
	4,800		El Paso Corp.		70,080
	4,150		Williams Cos., Inc.		115,204
					185,284
			Real Estate: 0.0%
	1,620	@	CB Richard Ellis Group, Inc.		53,347
	1,615	@	Realogy Corp.		42,135
					95,482

See Accompanying Notes to Financial Statements
98

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND V  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Real Estate Investment Trusts: 0.1%
	950		Apartment Investment & Management Co.	$	54,758
	300		Boston Properties, Inc.		35,115
	2,940		Equity Office Properties Trust		141,708
	800		Prologis		52,136
	300		Public Storage, Inc.		28,884
	400		Vornado Realty Trust		50,444
					363,045
			Retail: 2.3%
	400	@	Autozone, Inc.		45,444
	2,400	@	Bed Bath & Beyond, Inc.		93,000
	3,585		Best Buy Co., Inc.		197,067
	1,500	@	Big Lots, Inc.		33,465
	2,150		Circuit City Stores, Inc.		53,664
	3,700		Costco Wholesale Corp.		193,362
	7,200		CVS Corp.		207,144
	1,900		Darden Restaurants, Inc.		76,285
	2,050		Family Dollar Stores, Inc.		57,175
	8,092		Federated Department Stores, Inc.		340,592
	7,190		Gap, Inc.		134,597
	7,270		Home Depot, Inc.		276,042
	1,850		JC Penney Co., Inc.		143,079
	4,950	@	Kohl's Corp.		344,520
	2,700		Limited Brands, Inc.		85,563
	13,260		Lowe's Cos., Inc.		399,922
	10,800		McDonald's Corp.		453,276
	3,000		Nordstrom, Inc.		147,060
	3,850	@	Office Depot, Inc.		145,761
	700		OfficeMax, Inc.		32,949
	1,200		RadioShack Corp.		21,036
	650	@	Sears Holding Corp.		111,423
	5,710		Staples, Inc.		145,434
	8,850	@	Starbucks Corp.		312,317
	7,450		Target Corp.		432,771
	6,750		TJX Cos., Inc.		185,085
	8,780		Walgreen Co.		355,502
	21,400		Wal-Mart Stores, Inc.		986,540
	1,570		Wendy's International, Inc.		51,135
	2,050		Yum! Brands, Inc.		125,440
					6,186,650
			Savings & Loans: 0.1%
	8,362		Washington Mutual, Inc.		365,252
					365,252
			Semiconductors: 1.0%
	6,400	@	Advanced Micro Devices, Inc.		138,048
	4,750	@	Altera Corp.		94,478
	3,800		Analog Devices, Inc.		123,576
	12,900		Applied Materials, Inc.		231,942
	3,554	@	Freescale Semiconductor, Inc.		141,911
	50,300		Intel Corp.		1,073,905
	1,700		KLA-Tencor Corp.		87,839
	2,300		Linear Technology Corp.		73,922
	5,900	@	LSI Logic Corp.		62,894
	2,400		Maxim Integrated Products		75,552
	10,800	@	Micron Technology, Inc.		157,680
	2,350		National Semiconductor Corp.		56,847
	1,550	@	Novellus Systems, Inc.		48,391
	1,200	@	Nvidia Corp.		44,388
	2,200	@	QLogic Corp.		48,950

Shares				Value
	2,300	@	Teradyne, Inc.	$	34,270
	5,300		Texas Instruments, Inc.		156,615
	2,600		Xilinx, Inc.		69,680
					2,720,888
			Software: 1.6%
	4,690	@	Adobe Systems, Inc.		188,210
	2,550	@	Autodesk, Inc.		105,009
	4,550		Automatic Data Processing, Inc.		219,447
	2,600	@	BMC Software, Inc.		84,656
	3,800		CA, Inc.		82,460
	2,150	@	Citrix Systems, Inc.		61,791
	4,050	@	Compuware Corp.		33,980
	2,350	@	Electronic Arts, Inc.		131,248
	1,410		Fidelity National Information Services, Inc.		56,259
	5,890		First Data Corp.		148,723
	1,550	@	Fiserv, Inc.		79,221
	1,500		IMS Health, Inc.		41,205
	2,700	@	Intuit, Inc.		84,996
	75,200		Microsoft Corp.		2,205,616
	2,600	@	Novell, Inc.		16,328
	35,140	@	Oracle Corp.		668,714
	1,580	@	Parametric Technology Corp.		30,589
	2,800		Paychex, Inc.		110,348
					4,348,800
			Telecommunications: 2.9%
	3,400		Alltel Corp.		192,916
	33,736		AT&T, Inc.		1,143,988
	5,400	@	Avaya, Inc.		69,012
	15,800		BellSouth Corp.		704,522
	1,500		CenturyTel, Inc.		63,825
	90,400	@	Cisco Systems, Inc.		2,429,952
	2,600		Citizens Communications Co.		36,842
	1,600	@	Comverse Technology, Inc.		31,232
	13,550	@	Corning, Inc.		292,138
	1,185		Embarq Corp.		60,968
	1,800	@	JDS Uniphase Corp.		33,264
	4,400	@	Juniper Networks, Inc.		93,676
	28,780		Motorola, Inc.		638,053
	14,350		Qualcomm, Inc.		525,067
	12,200	@	Qwest Communications International, Inc.		93,818
	26,002		Sprint Nextel Corp.		507,299
	3,100	@	Tellabs, Inc.		31,124
	25,250		Verizon Communications, Inc.		882,235
	3,723		Windstream Corp.		51,899
					7,881,830
			Textiles: 0.0%
	1,500		Cintas Corp.		63,300
					63,300
			Toys/Games/Hobbies: 0.1%
	2,150		Hasbro, Inc.		57,513
	3,150		Mattel, Inc.		69,143
					126,656
			Transportation: 0.4%
	3,150		Burlington Northern Santa Fe Corp.		236,754
	3,240		CSX Corp.		116,186
	2,700		FedEx Corp.		311,661

See Accompanying Notes to Financial Statements
99

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND V  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares			Value
		Transportation (continued)
	3,250	Norfolk Southern Corp.	$	160,063
	500	Ryder System, Inc.		26,085
	2,150	Union Pacific Corp.		194,592
				1,045,341
Total Common Stock (Cost $101,838,094)				112,238,358
Principal Amount			Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 54.9%
		Federal National Mortgage Association: 54.9%
$	157,000,000	5.100%, due 01/22/08		148,308,323
				148,308,323
Total U.S. Government Agency Obligations (Cost $151,235,544)				148,308,323
U.S. TREASURY OBLIGATIONS: 2.9%
		U.S. Treasury Principal Only STRIP: 2.9%
	8,203,000	4.910%, due 11/15/07		7,834,382
				7,834,382
Total U.S. Treasury Obligations (Cost $7,839,154)				7,834,382
Total Long-Term Investments (Cost $260,912,792)				268,381,063
SHORT-TERM INVESTMENTS: 1.0%
Repurchase Agreement: 1.0%

	2,779,000	Morgan Stanley Repurchase Agreement dated 11/30/06, 5.290%, due 12/01/06, $2,779,408 to be received upon repurchase (Collateralized by $2,915,000 Federal National Mortgage Association, 2.600%-3.550%, Market Value plus accrued interest $2,875,155, due 12/20/07-06/17/10)	2,779,000
Total Short-Term Investments (Cost $2,779,000)			2,779,000

Total Investments in Securities (Cost $263,691,792)*	100.4	%	$	271,160,063
Other Assets and Liabilities - Net	(0.4	)		(1,029,957	)
Net Assets	100.0	%	$	270,130,106

@  Non-income producing security

@@  Foreign Issuer

STRIP  Separate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $265,659,329.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	9,899,661
Gross Unrealized Depreciation		(4,398,927	)
Net Unrealized Appreciation	$	5,500,734

See Accompanying Notes to Financial Statements
100

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VI  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 39.3%
		Advertising: 0.1%
	2,150		Omnicom Group	$	219,644
					219,644
		Aerospace/Defense: 0.9%
	5,800		Boeing Co.		513,474
	4,000		General Dynamics Corp.		299,360
	900		Goodrich Corp.		40,500
	1,200		L-3 Communications Holdings, Inc.		98,700
	3,530		Lockheed Martin Corp.		319,289
	2,527		Northrop Grumman Corp.		169,132
	5,541		Raytheon Co.		282,813
	550		Rockwell Collins, Inc.		33,182
	7,350		United Technologies Corp.		474,296
					2,230,746
		Agriculture: 0.7%
	15,300		Altria Group, Inc.		1,288,413
	4,860		Archer-Daniels-Midland Co.		170,586
	1,320		Reynolds American, Inc.		84,797
	1,200		UST, Inc.		67,176
					1,610,972
		Airlines: 0.0%
	5,800		Southwest Airlines Co.		91,118
					91,118
		Apparel: 0.2%
	4,650	@	Coach, Inc.		200,927
	950		Jones Apparel Group, Inc.		31,920
	700		Liz Claiborne, Inc.		29,925
	1,650		Nike, Inc.		163,268
	650		VF Corp.		50,954
					476,994
		Auto Manufacturers: 0.1%
	16,000		Ford Motor Co.		130,080
	1,500		General Motors Corp.		43,845
	2,500		Paccar, Inc.		163,250
					337,175
		Auto Parts & Equipment: 0.1%
	1,450	@	Goodyear Tire & Rubber Co.		24,433
	1,450		Johnson Controls, Inc.		117,929
					142,362
		Banks: 3.0%
	44,565		Bank of America Corp.		2,399,825
	5,550		Bank of New York Co., Inc.		197,247
	3,554		BB&T Corp.		152,858
	2,250		Capital One Financial Corp.		175,230
	1,600		Comerica, Inc.		93,200
	1,000		Compass Bancshares, Inc.		57,140
	4,050		Fifth Third Bancorp.		159,692
	900		First Horizon National Corp.		35,874
	1,600		Huntington Bancshares, Inc.		38,896
	3,000		Keycorp		108,300
	550		M&T Bank Corp.		65,252
	1,800		Marshall & Ilsley Corp.		82,422
	2,600		Mellon Financial Corp.		104,598
	5,460		National City Corp.		197,106
	3,500		North Fork Bancorp., Inc.		98,245

Shares				Value
	1,500		Northern Trust Corp.	$	85,440
	2,100		PNC Financial Services Group, Inc.		148,449
	7,214		Regions Financial Corp.		264,393
	2,400		State Street Corp.		149,112
	2,700		SunTrust Banks, Inc.		220,455
	2,089		Synovus Financial Corp.		62,712
	13,000		US Bancorp.		437,320
	18,967		Wachovia Corp.		1,027,822
	24,600		Wells Fargo & Co.		866,904
	750		Zions Bancorp.		58,680
					7,287,172
		Beverages: 0.8%
	7,600		Anheuser-Busch Cos., Inc.		361,076
	590		Brown-Forman Corp.		40,976
	14,850		Coca-Cola Co.		695,426
	2,500		Coca-Cola Enterprises, Inc.		51,125
	1,300	@	Constellation Brands, Inc.		36,374
	300		Molson Coors Brewing Co.		21,324
	1,150		Pepsi Bottling Group, Inc.		36,018
	11,990		PepsiCo, Inc.		743,020
					1,985,339
		Biotechnology: 0.4%
	8,550	@	Amgen, Inc.		607,050
	2,500	@	Biogen Idec, Inc.		130,650
	2,660	@	Celgene Corp.		148,242
	700	@	Genzyme Corp.		45,080
	700	@	Medimmune, Inc.		22,883
	400	@	Millipore Corp.		27,364
					981,269
		Building Materials: 0.1%
	450		American Standard Cos., Inc.		20,165
	3,250		Masco Corp.		93,243
					113,408
		Chemicals: 0.7%
	600		Air Products & Chemicals, Inc.		41,484
	500		Ashland, Inc.		33,805
	7,900		Dow Chemical Co.		316,079
	1,300		Ecolab, Inc.		57,655
	7,600		EI DuPont de Nemours & Co.		356,668
	900		International Flavors & Fragrances, Inc.		42,399
	4,480		Monsanto Co.		215,354
	2,110		PPG Industries, Inc.		135,673
	2,650		Praxair, Inc.		165,360
	1,450		Rohm & Haas Co.		75,719
	1,450		Sherwin-Williams Co.		90,698
	400		Sigma-Aldrich Corp.		30,444
					1,561,338
		Coal: 0.0%
	1,980		Peabody Energy Corp.		91,100
					91,100
		Commercial Services: 0.3%
	1,700	@	Apollo Group, Inc.		65,943
	1,400	@	Convergys Corp.		33,768
	1,500		Equifax, Inc.		56,985
	2,500		H&R Block, Inc.		60,000
	3,710		McKesson Corp.		183,274

See Accompanying Notes to Financial Statements
101

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Commercial Services (continued)
	950	@	Monster Worldwide, Inc.	$	41,468
	2,300		Moody's Corp.		159,804
	1,050		Robert Half International, Inc.		40,520
	1,650		RR Donnelley & Sons Co.		58,196
	4,917		Western Union Co.		112,108
					812,066
		Computers: 1.9%
	800	@	Affiliated Computer Services, Inc.		40,440
	1,050	@	Cognizant Technology Solutions Corp.		85,638
	1,300	@	Computer Sciences Corp.		67,860
	28,340	@	Dell, Inc.		771,982
	3,850		Electronic Data Systems Corp.		104,489
	16,750	@	EMC Corp.		219,593
	33,950		Hewlett-Packard Co.		1,339,667
	15,000		International Business Machines Corp.		1,378,800
	1,150	@	Lexmark International, Inc.		79,327
	1,700	@	NCR Corp.		72,947
	2,580	@	Network Appliance, Inc.		101,162
	1,300	@	Sandisk Corp.		57,720
	25,400	@	Sun Microsystems, Inc.		137,668
	2,200	@	Unisys Corp.		15,862
					4,473,155
		Cosmetics/Personal Care: 0.8%
	3,400		Avon Products, Inc.		110,976
	3,800		Colgate-Palmolive Co.		247,190
	1,600		Estee Lauder Cos., Inc.		66,064
	23,116		Procter & Gamble Co.		1,451,454
					1,875,684
		Distribution/Wholesale: 0.0%
	600		WW Grainger, Inc.		43,416
					43,416
		Diversified Financial Services: 3.6%
	8,900		American Express Co.		522,608
	1,980		Ameriprise Financial, Inc.		107,118
	1,040		Bear Stearns Cos., Inc.		158,579
	6,650		Charles Schwab Corp.		121,961
	250		Chicago Mercantile Exchange Holdings, Inc.		133,900
	2,500		CIT Group, Inc.		130,025
	48,700		Citigroup, Inc.		2,415,033
	4,468		Countrywide Financial Corp.		177,469
	2,600	@	E*Trade Financial Corp.		62,582
	7,050		Fannie Mae		402,062
	700		Federated Investors, Inc.		23,226
	1,200		Franklin Resources, Inc.		128,088
	5,000		Freddie Mac		335,800
	3,200		Goldman Sachs Group, Inc.		623,360
	1,600		Janus Capital Group, Inc.		32,416
	34,200		JPMorgan Chase & Co.		1,582,776
	3,920		Lehman Brothers Holdings, Inc.		288,786
	6,500		Merrill Lynch & Co., Inc.		568,295
	7,850		Morgan Stanley		597,856
	3,050		SLM Corp.		139,812
	2,000		T. Rowe Price Group, Inc.		86,660
					8,638,412

Shares				Value
		Electric: 1.2%
	7,910	@	AES Corp.	$	184,857
	1,300	@	Allegheny Energy, Inc.		57,668
	1,800		Ameren Corp.		98,478
	3,750		American Electric Power Co., Inc.		155,663
	2,400		Centerpoint Energy, Inc.		39,240
	2,750	@	CMS Energy Corp.		44,578
	1,600		Constellation Energy Group, Inc.		109,776
	1,600		DTE Energy Co.		75,344
	3,600	@	Dynegy, Inc.		24,444
	3,120		Edison International		143,458
	2,000		Entergy Corp.		182,640
	6,400		Exelon Corp.		388,672
	3,100		FirstEnergy Corp.		185,504
	3,100		PG&E Corp.		142,383
	1,000		Pinnacle West Capital Corp.		49,340
	3,600		PPL Corp.		130,860
	800		Progress Energy, Inc.		38,216
	2,350		Public Service Enterprise Group, Inc.		157,967
	7,100		Southern Co.		257,375
	1,900		TECO Energy, Inc.		32,281
	4,400		TXU Corp.		252,516
	3,750		Xcel Energy, Inc.		86,100
					2,837,360
		Electrical Components & Equipment: 0.1%
	3,000		Emerson Electric Co.		260,100
	1,100		Molex, Inc.		35,200
					295,300
		Electronics: 0.2%
	3,650	@	Agilent Technologies, Inc.		116,216
	1,700		Applera Corp. - Applied Biosystems Group		61,948
	1,450		Jabil Circuit, Inc.		41,122
	1,500		PerkinElmer, Inc.		32,505
	1,700		Symbol Technologies, Inc.		25,194
	2,950	@	Thermo Electron Corp.		129,299
	1,000	@	Waters Corp.		50,040
					456,324
		Entertainment: 0.0%
	1,050		International Game Technology		45,969
					45,969
		Environmental Control: 0.1%
	1,900	@	Allied Waste Industries, Inc.		24,092
	5,400		Waste Management, Inc.		197,694
					221,786
		Food: 0.5%
	2,850		Campbell Soup Co.		108,500
	4,050		ConAgra Foods, Inc.		104,085
	1,000	@	Dean Foods Co.		42,820
	4,350		General Mills, Inc.		243,383
	500		Hershey Co.		26,485
	2,200		HJ Heinz Co.		97,790
	1,950		Kellogg Co.		97,071
	5,250		Kroger Co.		112,665
	1,050		McCormick & Co., Inc.		40,656

See Accompanying Notes to Financial Statements
102

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Food (continued)
	3,800		Safeway, Inc.	$	117,078
	2,025		Sara Lee Corp.		33,575
	531		Supervalu, Inc.		18,192
	1,100		Whole Foods Market, Inc.		53,680
					1,095,980
		Forest Products & Paper: 0.1%
	3,600		International Paper Co.		119,160
	1,500		MeadWestvaco Corp.		44,250
	1,200		Plum Creek Timber Co., Inc.		44,712
	1,100		Temple-Inland, Inc.		43,010
	600		Weyerhaeuser Co.		38,808
					289,940
		Gas: 0.1%
	1,500		KeySpan Corp.		61,545
	350		Nicor, Inc.		17,343
	2,400		NiSource, Inc.		59,184
	2,450		Sempra Energy		133,525
					271,597
		Hand/Machine Tools: 0.0%
	600		Black & Decker Corp.		51,528
	300		Snap-On, Inc.		14,250
	800		Stanley Works		40,816
					106,594
		Healthcare-Products: 1.1%
	400		Bausch & Lomb, Inc.		19,368
	4,750		Baxter International, Inc.		212,515
	1,920		Becton Dickinson & Co.		137,702
	7,800	@	Boston Scientific Corp.		123,396
	650		CR Bard, Inc.		53,489
	21,350		Johnson & Johnson		1,407,179
	8,400		Medtronic, Inc.		437,892
	1,000	@	Patterson Cos., Inc.		37,110
	900	@	St. Jude Medical, Inc.		33,543
	2,200		Stryker Corp.		114,092
	1,900	@	Zimmer Holdings, Inc.		138,624
					2,714,910
		Healthcare-Services: 0.8%
	5,360		Aetna, Inc.		221,422
	1,665	@	Coventry Health Care, Inc.		80,136
	2,050	@	Humana, Inc.		110,905
	1,050	@	Laboratory Corp. of America Holdings		74,340
	500		Manor Care, Inc.		23,760
	1,100		Quest Diagnostics		58,487
	16,660		UnitedHealth Group, Inc.		817,673
	7,640	@	WellPoint, Inc.		578,119
					1,964,842
		Home Builders: 0.0%
	400		Lennar Corp.		21,000
					21,000
		Home Furnishings: 0.1%
	700		Harman International Industries, Inc.		72,688
	600		Whirlpool Corp.		51,180
					123,868

Shares				Value
		Household Products/Wares: 0.1%
	200		Avery Dennison Corp.	$	13,494
	950		Fortune Brands, Inc.		76,855
	3,300		Kimberly-Clark Corp.		219,351
					309,700
		Housewares: 0.0%
	2,200		Newell Rubbermaid, Inc.		62,678
					62,678
		Insurance: 2.2%
	2,320	@@	ACE Ltd.		131,869
	3,650		Aflac, Inc.		161,111
	6,210		Allstate Corp.		394,211
	1,000		AMBAC Financial Group, Inc.		85,640
	18,900		American International Group, Inc.		1,329,048
	2,600		AON Corp.		92,768
	4,080		Chubb Corp.		211,181
	1,120		Cigna Corp.		141,176
	1,364		Cincinnati Financial Corp.		60,398
	5,700		Genworth Financial, Inc.		186,960
	3,750		Hartford Financial Services Group, Inc.		321,600
	1,882		Lincoln National Corp.		119,676
	4,470		Loews Corp.		178,442
	1,600		Marsh & McLennan Cos., Inc.		50,272
	1,050		MBIA, Inc.		73,133
	7,510		Metlife, Inc.		441,062
	750		MGIC Investment Corp.		43,470
	2,450		Principal Financial Group		141,488
	6,940		Progressive Corp.		156,497
	4,760		Prudential Financial, Inc.		387,845
	1,180		Safeco Corp.		71,473
	6,810		St. Paul Travelers Cos., Inc.		352,826
	750		Torchmark Corp.		47,415
	2,200		UnumProvident Corp.		45,056
	1,200	@@	XL Capital Ltd.		85,344
					5,309,961
		Internet: 0.3%
	2,300	@	Amazon.com, Inc.		92,782
	3,150	@	eBay, Inc.		101,903
	600	@	Google, Inc.		290,952
	8,088	@	Symantec Corp.		171,466
	1,600	@	VeriSign, Inc.		41,776
					698,879
		Iron/Steel: 0.2%
	4,320		Nucor Corp.		258,552
	1,700		United States Steel Corp.		127,143
					385,695
		Leisure Time: 0.2%
	900		Brunswick Corp.		29,133
	3,350		Carnival Corp.		164,117
	1,750		Harley-Davidson, Inc.		129,098
	1,300		Sabre Holdings Corp.		35,659
					358,007
		Lodging: 0.1%
	2,400		Marriott International, Inc.		108,360
	650		Starwood Hotels & Resorts Worldwide, Inc.		41,711

See Accompanying Notes to Financial Statements
103

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Lodging (continued)
	1,320	@	Wyndham Worldwide Corp.	$	41,897
					191,968
		Machinery-Construction & Mining: 0.1%
	4,800		Caterpillar, Inc.		297,744
					297,744
		Machinery-Diversified: 0.1%
	600		Cummins, Inc.		71,952
	600		Deere & Co.		57,600
	1,110		Rockwell Automation, Inc.		72,239
					201,791
		Media: 1.0%
	7,850		CBS Corp.		233,538
	3,300		Clear Channel Communications, Inc.		116,028
	15,300	@	Comcast Corp.		619,038
	600		EW Scripps Co.		29,316
	1,600		Gannett Co., Inc.		95,232
	3,550		McGraw-Hill Cos., Inc.		236,608
	500		Meredith Corp.		27,050
	17,400		News Corp., Inc.		358,440
	600		Tribune Co.		19,080
	600	@	Univision Communications, Inc.		21,354
	20,600		Walt Disney Co.		680,830
					2,436,514
		Mining: 0.1%
	1,500		Freeport-McMoRan Copper & Gold, Inc.		94,305
	1,490		Phelps Dodge Corp.		183,270
	600		Vulcan Materials Co.		53,232
					330,807
		Miscellaneous Manufacturing: 2.0%
	5,450		3M Co.		443,957
	600		Cooper Industries Ltd.		54,864
	1,550		Danaher Corp.		113,336
	1,450		Dover Corp.		72,935
	2,900		Eastman Kodak Co.		75,458
	1,850		Eaton Corp.		142,598
	75,250		General Electric Co.		2,654,820
	8,100		Honeywell International, Inc.		348,138
	3,100		Illinois Tool Works, Inc.		146,320
	2,500	@@	Ingersoll-Rand Co.		97,525
	1,200		ITT Corp.		64,740
	1,300		Leggett & Platt, Inc.		30,914
	1,500		Parker Hannifin Corp.		125,220
	850		Textron, Inc.		82,833
	14,700	@@	Tyco International Ltd.		445,263
					4,898,921
		Office/Business Equipment: 0.1%
	1,550		Pitney Bowes, Inc.		71,440
	12,200	@	Xerox Corp.		201,300
					272,740
		Oil & Gas: 3.9%
	3,100		Anadarko Petroleum Corp.		153,016
	850		Apache Corp.		59,441
	23,893		Chevron Corp.		1,727,942
	11,064		ConocoPhillips		744,607

Shares				Value
	2,900		Devon Energy Corp.	$	212,773
	1,700		EOG Resources, Inc.		119,901
	64,650		ExxonMobil Corp.		4,965,767
	600		Hess Corp.		30,162
	4,100		Marathon Oil Corp.		386,958
	2,300	@,@@	Nabors Industries Ltd.		77,648
	900		Noble Corp.		69,525
	5,800		Occidental Petroleum Corp.		291,972
	1,300		Sunoco, Inc.		88,608
	2,000	@	Transocean, Inc.		155,900
	5,250		Valero Energy Corp.		289,118
	2,500		XTO Energy, Inc.		126,500
					9,499,838
		Oil & Gas Services: 0.5%
	2,000		Baker Hughes, Inc.		146,860
	700		BJ Services Co.		23,639
	11,750		Halliburton Co.		396,445
	1,100	@	National Oilwell Varco, Inc.		73,161
	7,900		Schlumberger Ltd.		540,992
	800	@	Weatherford International Ltd.		35,928
					1,217,025
		Packaging & Containers: 0.1%
	950		Ball Corp.		40,622
	700		Bemis Co.		23,891
	1,500	@	Pactiv Corp.		51,675
	700		Sealed Air Corp.		41,657
					157,845
		Pharmaceuticals: 2.2%
	11,100		Abbott Laboratories		517,926
	450		Allergan, Inc.		52,461
	2,280		AmerisourceBergen Corp.		104,857
	800	@	Barr Pharmaceuticals, Inc.		40,864
	5,800		Bristol-Myers Squibb Co.		144,014
	3,000		Cardinal Health, Inc.		193,860
	2,860		Caremark Rx, Inc.		135,278
	2,600		Eli Lilly & Co.		139,334
	1,300	@	Express Scripts, Inc.		88,660
	3,200	@	Forest Laboratories, Inc.		155,840
	3,300	@	Gilead Sciences, Inc.		217,536
	1,000	@	Hospira, Inc.		32,800
	2,950	@	King Pharmaceuticals, Inc.		48,764
	2,099	@	Medco Health Solutions, Inc.		105,391
	21,550		Merck & Co., Inc.		959,191
	1,700		Mylan Laboratories		34,493
	53,200		Pfizer, Inc.		1,462,468
	14,650		Schering-Plough Corp.		322,447
	1,050	@	Watson Pharmaceuticals, Inc.		26,954
	9,800		Wyeth		473,144
					5,256,282
		Pipelines: 0.1%
	4,100		El Paso Corp.		59,860
	3,550		Williams Cos., Inc.		98,548
					158,408
		Real Estate: 0.0%
	1,370	@	CB Richard Ellis Group, Inc.		45,114
	1,313	@	Realogy Corp.		34,256
					79,370

See Accompanying Notes to Financial Statements
104

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Real Estate Investment Trusts: 0.1%
	900		Apartment Investment & Management Co.	$	51,876
	300		Boston Properties, Inc.		35,115
	2,480		Equity Office Properties Trust		119,536
	600		Prologis		39,102
	200		Public Storage, Inc.		19,256
	400		Vornado Realty Trust		50,444
					315,329
		Retail: 2.1%
	300	@	Autozone, Inc.		34,083
	1,950	@	Bed Bath & Beyond, Inc.		75,563
	2,965		Best Buy Co., Inc.		162,986
	1,300	@	Big Lots, Inc.		29,003
	1,700		Circuit City Stores, Inc.		42,432
	3,150		Costco Wholesale Corp.		164,619
	5,800		CVS Corp.		166,866
	850		Darden Restaurants, Inc.		34,128
	1,750		Family Dollar Stores, Inc.		48,808
	6,712		Federated Department Stores, Inc.		282,508
	6,050		Gap, Inc.		113,256
	6,140		Home Depot, Inc.		233,136
	1,450		JC Penney Co., Inc.		112,143
	4,100	@	Kohl's Corp.		285,360
	2,650		Limited Brands, Inc.		83,979
	11,100		Lowe's Cos., Inc.		334,776
	9,150		McDonald's Corp.		384,026
	2,600		Nordstrom, Inc.		127,452
	3,500	@	Office Depot, Inc.		132,510
	600		OfficeMax, Inc.		28,242
	1,000		RadioShack Corp.		17,530
	590	@	Sears Holding Corp.		101,138
	4,850		Staples, Inc.		123,530
	7,400	@	Starbucks Corp.		261,146
	6,250		Target Corp.		363,063
	5,650		TJX Cos., Inc.		154,923
	7,420		Walgreen Co.		300,436
	17,950		Wal-Mart Stores, Inc.		827,495
	1,300		Wendy's International, Inc.		42,341
	1,750		Yum! Brands, Inc.		107,083
					5,174,561
		Savings & Loans: 0.1%
	7,062		Washington Mutual, Inc.		308,468
					308,468
		Semiconductors: 1.0%
	6,000	@	Advanced Micro Devices, Inc.		129,420
	4,400	@	Altera Corp.		87,516
	3,250		Analog Devices, Inc.		105,690
	10,150		Applied Materials, Inc.		182,497
	3,577	@	Freescale Semiconductor, Inc.		142,830
	42,030		Intel Corp.		897,341
	1,500		KLA-Tencor Corp.		77,505
	2,200		Linear Technology Corp.		70,708
	5,000	@	LSI Logic Corp.		53,300
	2,200		Maxim Integrated Products		69,256
	8,000	@	Micron Technology, Inc.		116,800
	2,000		National Semiconductor Corp.		48,380
	900	@	Novellus Systems, Inc.		28,098
	1,000	@	Nvidia Corp.		36,990
	1,900	@	QLogic Corp.		42,275

Shares				Value
	1,900	@	Teradyne, Inc.	$	28,310
	4,500		Texas Instruments, Inc.		132,975
	2,500		Xilinx, Inc.		67,000
					2,316,891
		Software: 1.5%
	3,890	@	Adobe Systems, Inc.		156,106
	1,520	@	Autodesk, Inc.		62,594
	4,050		Automatic Data Processing, Inc.		195,332
	2,450	@	BMC Software, Inc.		79,772
	3,750		CA, Inc.		81,375
	1,100	@	Citrix Systems, Inc.		31,614
	3,850	@	Compuware Corp.		32,302
	2,200	@	Electronic Arts, Inc.		122,870
	1,200		Fidelity National Information Services, Inc.		47,880
	4,917		First Data Corp.		124,154
	1,600	@	Fiserv, Inc.		81,776
	1,550		IMS Health, Inc.		42,579
	2,600	@	Intuit, Inc.		81,848
	63,000		Microsoft Corp.		1,847,790
	2,400	@	Novell, Inc.		15,072
	29,420	@	Oracle Corp.		559,863
	672	@	Parametric Technology Corp.		13,010
	2,750		Paychex, Inc.		108,378
					3,684,315
		Telecommunications: 2.7%
	2,800		Alltel Corp.		158,872
	28,362		AT&T, Inc.		961,755
	5,700	@	Avaya, Inc.		72,846
	13,200		BellSouth Corp.		588,588
	1,300		CenturyTel, Inc.		55,315
	75,650	@	Cisco Systems, Inc.		2,033,437
	2,500		Citizens Communications Co.		35,425
	1,350	@	Comverse Technology, Inc.		26,352
	11,350	@	Corning, Inc.		244,706
	1,275		Embarq Corp.		65,599
	1,500	@	JDS Uniphase Corp.		27,720
	3,700	@	Juniper Networks, Inc.		78,773
	24,090		Motorola, Inc.		534,075
	12,050		Qualcomm, Inc.		440,910
	10,400	@	Qwest Communications International, Inc.		79,976
	21,900		Sprint Nextel Corp.		427,269
	2,700	@	Tellabs, Inc.		27,108
	21,100		Verizon Communications, Inc.		737,234
	3,123		Windstream Corp.		43,535
					6,639,495
		Textiles: 0.0%
	1,350		Cintas Corp.		56,970
					56,970
		Toys/Games/Hobbies: 0.1%
	1,700		Hasbro, Inc.		45,475
	3,100		Mattel, Inc.		68,045
					113,520
		Transportation: 0.4%
	2,650		Burlington Northern Santa Fe Corp.		199,174
	3,180		CSX Corp.		114,035
	2,200		FedEx Corp.		253,946

See Accompanying Notes to Financial Statements
105

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Transportation (continued)
	2,700		Norfolk Southern Corp.	$	132,975
	500		Ryder System, Inc.		26,085
	1,750		Union Pacific Corp.		158,410
					884,625
Total Common Stock (Cost $85,571,284)					95,035,187
Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 56.8%
		Federal National Mortgage Association: 37.5%
$	97,000,000		5.030%, due 04/22/08		90,596,836
					90,596,836
		Other U.S. Government Agencies: 19.3%
	50,000,000		Federal Agricultural Mortgage Corp., 5.030%, due 04/22/08		46,699,400
					46,699,400
Total U.S. Government Agency Obligations (Cost $140,556,783)					137,296,236
U.S. TREASURY OBLIGATIONS: 3.3%
		U.S. Treasury Principal Only STRIP: 3.3%
	8,580,000		4.740%, due 02/15/08		8,107,903
					8,107,903
Total U.S. Treasury Obligations (Cost $8,096,686)					8,107,903
Total Long-Term Investments (Cost $234,224,753)					240,439,326
SHORT-TERM INVESTMENTS: 1.0%

		Repurchase Agreement: 1.0%
	2,359,000	Morgan Stanley Repurchase Agreement dated 11/30/06, 5.290%, due 12/01/06, $2,359,347 to be received upon repurchase (Collateralized by $2,440,000 Federal National Mortgage Association, 4.000%, Market Value plus accrued interest $2,437,606, due 02/22/08)	2,359,000
Total Short-Term Investments (Cost $2,359,000)			2,359,000

Total Investments in Securities (Cost $236,583,753)*	100.4	%	$	242,798,326
Other Assets and Liabilities - Net	(0.4	)		(936,060	)
Net Assets	100.0	%	$	241,862,266

@  Non-income producing security

@@  Foreign Issuer

STRIP  Separate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $237,835,864.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	9,669,031
Gross Unrealized Depreciation		(4,706,569	)
Net Unrealized Appreciation	$	4,962,462

See Accompanying Notes to Financial Statements
106

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VII  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 37.4%
		Advertising: 0.1%
	1,050		Omnicom Group	$	107,268
					107,268
		Aerospace/Defense: 0.9%
	2,700		Boeing Co.		239,031
	1,900		General Dynamics Corp.		142,196
	400		Goodrich Corp.		18,000
	550		L-3 Communications Holdings, Inc.		45,238
	1,670		Lockheed Martin Corp.		151,052
	1,065		Northrop Grumman Corp.		71,280
	2,570		Raytheon Co.		131,173
	200		Rockwell Collins, Inc.		12,066
	3,450		United Technologies Corp.		222,629
					1,032,665
		Agriculture: 0.6%
	7,150		Altria Group, Inc.		602,102
	2,250		Archer-Daniels-Midland Co.		78,975
	540		Reynolds American, Inc.		34,690
	500		UST, Inc.		27,990
					743,757
		Airlines: 0.0%
	2,700		Southwest Airlines Co.		42,417
					42,417
		Apparel: 0.2%
	1,910	@	Coach, Inc.		82,531
	500		Jones Apparel Group, Inc.		16,800
	339		Liz Claiborne, Inc.		14,492
	630		Nike, Inc.		62,339
	210		VF Corp.		16,462
					192,624
		Auto Manufacturers: 0.1%
	5,550		Ford Motor Co.		45,122
	700		General Motors Corp.		20,461
	1,100		Paccar, Inc.		71,830
					137,413
		Auto Parts & Equipment: 0.1%
	500	@	Goodyear Tire & Rubber Co.		8,425
	700		Johnson Controls, Inc.		56,931
					65,356
		Banks: 2.8%
	20,771		Bank of America Corp.		1,118,518
	2,450		Bank of New York Co., Inc.		87,073
	1,834		BB&T Corp.		78,880
	950		Capital One Financial Corp.		73,986
	750		Comerica, Inc.		43,688
	300		Commerce Bancorp., Inc.		10,428
	450		Compass Bancshares, Inc.		25,713
	1,700		Fifth Third Bancorp.		67,031
	250		First Horizon National Corp.		9,965
	750		Huntington Bancshares, Inc.		18,233
	1,150		Keycorp		41,515
	300		M&T Bank Corp.		35,592
	850		Marshall & Ilsley Corp.		38,922
	1,250		Mellon Financial Corp.		50,288
	2,770		National City Corp.		99,997

Shares				Value
	1,500		North Fork Bancorp., Inc.	$	42,105
	550		Northern Trust Corp.		31,328
	900		PNC Financial Services Group, Inc.		63,621
	3,317		Regions Financial Corp.		121,568
	1,100		State Street Corp.		68,343
	1,250		SunTrust Banks, Inc.		102,063
	944		Synovus Financial Corp.		28,339
	6,050		US Bancorp.		203,522
	8,714		Wachovia Corp.		472,212
	11,400		Wells Fargo & Co.		401,736
	300		Zions Bancorp.		23,472
					3,358,138
		Beverages: 0.8%
	3,550		Anheuser-Busch Cos., Inc.		168,661
	380		Brown-Forman Corp.		26,391
	6,950		Coca-Cola Co.		325,469
	1,350		Coca-Cola Enterprises, Inc.		27,608
	600	@	Constellation Brands, Inc.		16,788
	200		Molson Coors Brewing Co.		14,216
	600		Pepsi Bottling Group, Inc.		18,792
	5,570		PepsiCo, Inc.		345,173
					943,098
		Biotechnology: 0.4%
	4,000	@	Amgen, Inc.		284,000
	1,200	@	Biogen Idec, Inc.		62,712
	1,210	@	Celgene Corp.		67,433
	300	@	Genzyme Corp.		19,320
	300	@	Medimmune, Inc.		9,807
	200	@	Millipore Corp.		13,682
					456,954
		Building Materials: 0.0%
	200		American Standard Cos., Inc.		8,962
	1,250		Masco Corp.		35,863
					44,825
		Chemicals: 0.6%
	300		Air Products & Chemicals, Inc.		20,742
	200		Ashland, Inc.		13,522
	3,650		Dow Chemical Co.		146,037
	600		Ecolab, Inc.		26,610
	3,500		EI DuPont de Nemours & Co.		164,255
	400		International Flavors & Fragrances, Inc.		18,844
	2,120		Monsanto Co.		101,908
	1,000		PPG Industries, Inc.		64,300
	1,250		Praxair, Inc.		78,000
	600		Rohm & Haas Co.		31,332
	700		Sherwin-Williams Co.		43,785
	200		Sigma-Aldrich Corp.		15,222
					724,557
		Coal: 0.0%
	920		Peabody Energy Corp.		42,329
					42,329
		Commercial Services: 0.3%
	800	@	Apollo Group, Inc.		31,032
	600	@	Convergys Corp.		14,472
	650		Equifax, Inc.		24,694
	1,300		H&R Block, Inc.		31,200

See Accompanying Notes to Financial Statements
107

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Commercial Services (continued)
	1,680		McKesson Corp.	$	82,992
	450	@	Monster Worldwide, Inc.		19,643
	1,100		Moody's Corp.		76,428
	500		Robert Half International, Inc.		19,295
	250		RR Donnelley & Sons Co.		8,818
	2,649		Western Union Co.		60,397
					368,971
		Computers: 1.8%
	400	@	Affiliated Computer Services, Inc.		20,220
	480	@	Cognizant Technology Solutions Corp.		39,149
	650	@	Computer Sciences Corp.		33,930
	13,150	@	Dell, Inc.		358,206
	1,950		Electronic Data Systems Corp.		52,923
	7,800	@	EMC Corp.		102,258
	15,800		Hewlett-Packard Co.		623,468
	7,000		International Business Machines Corp.		643,440
	550	@	Lexmark International, Inc.		37,939
	700	@	NCR Corp.		30,037
	1,050	@	Network Appliance, Inc.		41,171
	700	@	Sandisk Corp.		31,080
	11,200	@	Sun Microsystems, Inc.		60,704
	1,200	@	Unisys Corp.		8,652
					2,083,177
		Cosmetics/Personal Care: 0.7%
	1,300		Avon Products, Inc.		42,432
	1,650		Colgate-Palmolive Co.		107,333
	700		Estee Lauder Cos., Inc.		28,903
	10,783		Procter & Gamble Co.		677,065
					855,733
		Distribution/Wholesale: 0.0%
	350		WW Grainger, Inc.		25,326
					25,326
		Diversified Financial Services: 3.4%
	4,100		American Express Co.		240,752
	740		Ameriprise Financial, Inc.		40,034
	450		Bear Stearns Cos., Inc.		68,616
	3,900		Charles Schwab Corp.		71,526
	110		Chicago Mercantile Exchange Holdings, Inc.		58,916
	1,200		CIT Group, Inc.		62,412
	22,700		Citigroup, Inc.		1,125,693
	2,098		Countrywide Financial Corp.		83,333
	1,400	@	E*Trade Financial Corp.		33,698
	3,250		Fannie Mae		185,348
	350		Federated Investors, Inc.		11,613
	550		Franklin Resources, Inc.		58,707
	2,300		Freddie Mac		154,468
	1,500		Goldman Sachs Group, Inc.		292,200
	800		Janus Capital Group, Inc.		16,208
	15,900		JPMorgan Chase & Co.		735,852
	1,820		Lehman Brothers Holdings, Inc.		134,079
	3,000		Merrill Lynch & Co., Inc.		262,290
	3,700		Morgan Stanley		281,792
	1,300		SLM Corp.		59,592
	900		T. Rowe Price Group, Inc.		38,997
					4,016,126

Shares				Value
		Electric: 1.1%
	3,720	@	AES Corp.	$	86,936
	650	@	Allegheny Energy, Inc.		28,834
	800		Ameren Corp.		43,768
	1,750		American Electric Power Co., Inc.		72,643
	1,150		Centerpoint Energy, Inc.		18,803
	900	@	CMS Energy Corp.		14,589
	750		Constellation Energy Group, Inc.		51,458
	700		DTE Energy Co.		32,963
	1,700	@	Dynegy, Inc.		11,543
	1,220		Edison International		56,096
	900		Entergy Corp.		82,188
	3,000		Exelon Corp.		182,190
	1,400		FirstEnergy Corp.		83,776
	1,500		PG&E Corp.		68,895
	400		Pinnacle West Capital Corp.		19,736
	1,700		PPL Corp.		61,795
	300		Progress Energy, Inc.		14,331
	1,050		Public Service Enterprise Group, Inc.		70,581
	3,300		Southern Co.		119,625
	900		TECO Energy, Inc.		15,291
	2,060		TXU Corp.		118,223
	1,900		Xcel Energy, Inc.		43,624
					1,297,888
		Electrical Components & Equipment: 0.1%
	1,350		Emerson Electric Co.		117,045
	500		Molex, Inc.		16,000
					133,045
		Electronics: 0.2%
	1,200	@	Agilent Technologies, Inc.		38,208
	700		Applera Corp. - Applied Biosystems Group		25,508
	700		Jabil Circuit, Inc.		19,852
	400		PerkinElmer, Inc.		8,668
	800		Symbol Technologies, Inc.		11,856
	300		Tektronix, Inc.		9,168
	1,400	@	Thermo Electron Corp.		61,362
	450	@	Waters Corp.		22,518
					197,140
		Entertainment: 0.0%
	450		International Game Technology		19,701
					19,701
		Environmental Control: 0.1%
	900	@	Allied Waste Industries, Inc.		11,412
	2,500		Waste Management, Inc.		91,525
					102,937
		Food: 0.4%
	1,350		Campbell Soup Co.		51,395
	1,950		ConAgra Foods, Inc.		50,115
	500	@	Dean Foods Co.		21,410
	2,000		General Mills, Inc.		111,900
	200		Hershey Co.		10,594
	1,000		HJ Heinz Co.		44,450
	950		Kellogg Co.		47,291
	2,450		Kroger Co.		52,577

See Accompanying Notes to Financial Statements
108

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Food (continued)
	400		McCormick & Co., Inc.	$	15,488
	1,550		Safeway, Inc.		47,756
	963		Sara Lee Corp.		15,967
	636		Supervalu, Inc.		21,789
	400		Whole Foods Market, Inc.		19,520
					510,252
		Forest Products & Paper: 0.1%
	1,600		International Paper Co.		52,960
	500		MeadWestvaco Corp.		14,750
	550		Plum Creek Timber Co., Inc.		20,493
	600		Temple-Inland, Inc.		23,460
	300		Weyerhaeuser Co.		19,404
					131,067
		Gas: 0.1%
	700		KeySpan Corp.		28,721
	200		Nicor, Inc.		9,910
	1,100		NiSource, Inc.		27,126
	1,100		Sempra Energy		59,950
					125,707
		Hand/Machine Tools: 0.0%
	290		Black & Decker Corp.		24,905
	300		Snap-On, Inc.		14,250
	350		Stanley Works		17,857
					57,012
		Healthcare-Products: 1.1%
	200		Bausch & Lomb, Inc.		9,684
	2,200		Baxter International, Inc.		98,428
	790		Becton Dickinson & Co.		56,659
	3,600	@	Boston Scientific Corp.		56,952
	400		CR Bard, Inc.		32,916
	9,950		Johnson & Johnson		655,805
	3,900		Medtronic, Inc.		203,307
	500	@	Patterson Cos., Inc.		18,555
	450	@	St. Jude Medical, Inc.		16,772
	1,000		Stryker Corp.		51,860
	700	@	Zimmer Holdings, Inc.		51,072
					1,252,010
		Healthcare-Services: 0.8%
	2,550		Aetna, Inc.		105,341
	825	@	Coventry Health Care, Inc.		39,707
	860	@	Humana, Inc.		46,526
	450	@	Laboratory Corp. of America Holdings		31,860
	200		Manor Care, Inc.		9,504
	600		Quest Diagnostics		31,902
	7,730		UnitedHealth Group, Inc.		379,388
	3,550	@	WellPoint, Inc.		268,629
					912,857
		Home Builders: 0.0%
	200		Lennar Corp.		10,500
					10,500
		Home Furnishings: 0.1%
	400		Harman International Industries, Inc.		41,536
	300		Whirlpool Corp.		25,590
					67,126

Shares				Value
		Household Products/Wares: 0.1%
	100		Avery Dennison Corp.	$	6,747
	500		Fortune Brands, Inc.		40,450
	1,450		Kimberly-Clark Corp.		96,382
					143,579
		Housewares: 0.0%
	1,100		Newell Rubbermaid, Inc.		31,339
					31,339
		Insurance: 2.1%
	1,130	@@	ACE Ltd.		64,229
	1,700		Aflac, Inc.		75,038
	2,900		Allstate Corp.		184,092
	450		AMBAC Financial Group, Inc.		38,538
	8,800		American International Group, Inc.		618,816
	900		AON Corp.		32,112
	1,900		Chubb Corp.		98,344
	560		Cigna Corp.		70,588
	692		Cincinnati Financial Corp.		30,642
	2,400		Genworth Financial, Inc.		78,720
	1,750		Hartford Financial Services Group, Inc.		150,080
	888		Lincoln National Corp.		56,468
	2,050		Loews Corp.		81,836
	800		Marsh & McLennan Cos., Inc.		25,136
	500		MBIA, Inc.		34,825
	3,440		Metlife, Inc.		202,031
	350		MGIC Investment Corp.		20,286
	1,250		Principal Financial Group		72,188
	3,600		Progressive Corp.		81,180
	2,220		Prudential Financial, Inc.		180,886
	600		Safeco Corp.		36,342
	3,220		St. Paul Travelers Cos., Inc.		166,828
	350		Torchmark Corp.		22,127
	1,150		UnumProvident Corp.		23,552
	500	@@	XL Capital Ltd.		35,560
					2,480,444
		Internet: 0.3%
	1,000	@	Amazon.com, Inc.		40,340
	1,400	@	eBay, Inc.		45,290
	300	@	Google, Inc.		145,476
	3,050	@	Symantec Corp.		64,660
	800	@	VeriSign, Inc.		20,888
					316,654
		Iron/Steel: 0.2%
	2,060		Nucor Corp.		123,291
	820		United States Steel Corp.		61,328
					184,619
		Leisure Time: 0.1%
	400		Brunswick Corp.		12,948
	1,550		Carnival Corp.		75,935
	800		Harley-Davidson, Inc.		59,016
	550		Sabre Holdings Corp.		15,087
					162,986
		Lodging: 0.1%
	1,180		Marriott International, Inc.		53,277
	350		Starwood Hotels & Resorts Worldwide, Inc.		22,460

See Accompanying Notes to Financial Statements
109

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Lodging (continued)
	630	@	Wyndham Worldwide Corp.	$	19,996
					95,733
		Machinery-Construction & Mining: 0.1%
	2,200		Caterpillar, Inc.		136,466
					136,466
		Machinery-Diversified: 0.1%
	350		Cummins, Inc.		41,972
	300		Deere & Co.		28,800
	500		Rockwell Automation, Inc.		32,540
					103,312
		Media: 1.0%
	3,625		CBS Corp.		107,844
	1,500		Clear Channel Communications, Inc.		52,740
	7,100	@	Comcast Corp.		287,266
	400		EW Scripps Co.		19,544
	700		Gannett Co., Inc.		41,664
	1,890		McGraw-Hill Cos., Inc.		125,969
	100		Meredith Corp.		5,410
	8,050		News Corp., Inc.		165,830
	300		Tribune Co.		9,540
	700	@	Univision Communications, Inc.		24,913
	9,600		Walt Disney Co.		317,280
					1,158,000
		Mining: 0.1%
	650		Freeport-McMoRan Copper & Gold, Inc.		40,866
	670		Phelps Dodge Corp.		82,410
	100		Vulcan Materials Co.		8,872
					132,148
		Miscellaneous Manufacturing: 2.0%
	2,550		3M Co.		207,723
	400		Cooper Industries Ltd.		36,576
	850		Danaher Corp.		62,152
	800		Dover Corp.		40,240
	1,100		Eastman Kodak Co.		28,622
	800		Eaton Corp.		61,664
	35,050		General Electric Co.		1,236,564
	3,800		Honeywell International, Inc.		163,324
	1,400		Illinois Tool Works, Inc.		66,080
	1,200	@@	Ingersoll-Rand Co.		46,812
	500		ITT Corp.		26,975
	700		Leggett & Platt, Inc.		16,646
	700		Parker Hannifin Corp.		58,436
	500		Textron, Inc.		48,725
	6,800	@@	Tyco International Ltd.		205,972
					2,306,511
		Office/Business Equipment: 0.1%
	850		Pitney Bowes, Inc.		39,177
	5,700	@	Xerox Corp.		94,050
					133,227
		Oil & Gas: 3.7%
	1,400		Anadarko Petroleum Corp.		69,104
	400		Apache Corp.		27,972
	11,071		Chevron Corp.		800,655

Shares				Value
	5,132		ConocoPhillips	$	345,384
	1,400		Devon Energy Corp.		102,718
	900		EOG Resources, Inc.		63,477
	30,100		ExxonMobil Corp.		2,311,981
	250		Hess Corp.		12,568
	1,900		Marathon Oil Corp.		179,322
	900	@,@@	Nabors Industries Ltd.		30,384
	400		Noble Corp.		30,900
	2,700		Occidental Petroleum Corp.		135,918
	500		Sunoco, Inc.		34,080
	900	@	Transocean, Inc.		70,155
	2,500		Valero Energy Corp.		137,675
	1,100		XTO Energy, Inc.		55,660
					4,407,953
		Oil & Gas Services: 0.5%
	900		Baker Hughes, Inc.		66,087
	400		BJ Services Co.		13,508
	5,450		Halliburton Co.		183,883
	500	@	National Oilwell Varco, Inc.		33,255
	3,700		Schlumberger Ltd.		253,376
	400	@	Weatherford International Ltd.		17,964
					568,073
		Packaging & Containers: 0.1%
	300		Ball Corp.		12,828
	400		Bemis Co.		13,652
	500	@	Pactiv Corp.		17,225
	400		Sealed Air Corp.		23,804
					67,509
		Pharmaceuticals: 2.1%
	5,200		Abbott Laboratories		242,632
	250		Allergan, Inc.		29,145
	1,120		AmerisourceBergen Corp.		51,509
	400	@	Barr Pharmaceuticals, Inc.		20,432
	2,700		Bristol-Myers Squibb Co.		67,041
	1,400		Cardinal Health, Inc.		90,468
	1,480		Caremark Rx, Inc.		70,004
	1,200		Eli Lilly & Co.		64,308
	600	@	Express Scripts, Inc.		40,920
	1,450	@	Forest Laboratories, Inc.		70,615
	1,550	@	Gilead Sciences, Inc.		102,176
	170	@	Hospira, Inc.		5,576
	1,310	@	King Pharmaceuticals, Inc.		21,654
	891	@	Medco Health Solutions, Inc.		44,737
	10,000		Merck & Co., Inc.		445,100
	900		Mylan Laboratories		18,261
	24,700		Pfizer, Inc.		679,003
	6,800		Schering-Plough Corp.		149,668
	450	@	Watson Pharmaceuticals, Inc.		11,552
	4,600		Wyeth		222,088
					2,446,889
		Pipelines: 0.1%
	1,900		El Paso Corp.		27,740
	1,650		Williams Cos., Inc.		45,804
					73,544
		Real Estate: 0.0%
	630	@	CB Richard Ellis Group, Inc.		20,746
	702	@	Realogy Corp.		18,315
					39,061

See Accompanying Notes to Financial Statements
110

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Real Estate Investment Trusts: 0.1%
	350		Apartment Investment & Management Co.	$	20,174
	200		Boston Properties, Inc.		23,410
	1,180		Equity Office Properties Trust		56,876
	300		Prologis		19,551
	200		Public Storage, Inc.		19,256
	200		Vornado Realty Trust		25,222
					164,489
		Retail: 2.1%
	300	@	Autozone, Inc.		34,083
	1,100	@	Bed Bath & Beyond, Inc.		42,625
	1,440		Best Buy Co., Inc.		79,157
	600	@	Big Lots, Inc.		13,386
	650		Circuit City Stores, Inc.		16,224
	1,600		Costco Wholesale Corp.		83,616
	2,800		CVS Corp.		80,556
	450		Darden Restaurants, Inc.		18,068
	850		Family Dollar Stores, Inc.		23,707
	3,172		Federated Department Stores, Inc.		133,509
	3,100		Gap, Inc.		58,032
	2,870		Home Depot, Inc.		108,974
	700		JC Penney Co., Inc.		54,138
	1,950	@	Kohl's Corp.		135,720
	1,000		Limited Brands, Inc.		31,690
	5,200		Lowe's Cos., Inc.		156,832
	4,250		McDonald's Corp.		178,373
	1,200		Nordstrom, Inc.		58,824
	1,450	@	Office Depot, Inc.		54,897
	300		OfficeMax, Inc.		14,121
	500		RadioShack Corp.		8,765
	330	@	Sears Holding Corp.		56,569
	2,225		Staples, Inc.		56,671
	3,450	@	Starbucks Corp.		121,751
	2,950		Target Corp.		171,366
	2,600		TJX Cos., Inc.		71,292
	3,410		Walgreen Co.		138,071
	8,350		Wal-Mart Stores, Inc.		384,935
	600		Wendy's International, Inc.		19,542
	800		Yum! Brands, Inc.		48,952
					2,454,446
		Savings & Loans: 0.1%
	3,291		Washington Mutual, Inc.		143,751
					143,751
		Semiconductors: 0.9%
	2,500	@	Advanced Micro Devices, Inc.		53,925
	2,100	@	Altera Corp.		41,769
	1,150		Analog Devices, Inc.		37,398
	4,650		Applied Materials, Inc.		83,607
	1,394	@	Freescale Semiconductor, Inc.		55,662
	19,600		Intel Corp.		418,460
	700		KLA-Tencor Corp.		36,169
	1,100		Linear Technology Corp.		35,354
	1,500	@	LSI Logic Corp.		15,990
	1,150		Maxim Integrated Products		36,202
	3,700	@	Micron Technology, Inc.		54,020
	1,300		National Semiconductor Corp.		31,447
	700	@	Novellus Systems, Inc.		21,854
	500	@	Nvidia Corp.		18,495
	900	@	QLogic Corp.		20,025

Shares				Value
	900	@	Teradyne, Inc.	$	13,410
	2,100		Texas Instruments, Inc.		62,055
	1,200		Xilinx, Inc.		32,160
					1,068,002
		Software: 1.4%
	1,870	@	Adobe Systems, Inc.		75,043
	880	@	Autodesk, Inc.		36,238
	1,900		Automatic Data Processing, Inc.		91,637
	1,150	@	BMC Software, Inc.		37,444
	1,350		CA, Inc.		29,295
	600	@	Citrix Systems, Inc.		17,244
	2,140	@	Compuware Corp.		17,955
	1,050	@	Electronic Arts, Inc.		58,643
	550		Fidelity National Information Services, Inc.		21,945
	2,649		First Data Corp.		66,887
	500	@	Fiserv, Inc.		25,555
	700		IMS Health, Inc.		19,229
	1,300	@	Intuit, Inc.		40,924
	29,300		Microsoft Corp.		859,369
	1,450	@	Novell, Inc.		9,106
	13,680	@	Oracle Corp.		260,330
	296	@	Parametric Technology Corp.		5,731
	1,000		Paychex, Inc.		39,410
					1,711,985
		Telecommunications: 2.6%
	1,300		Alltel Corp.		73,762
	13,186		AT&T, Inc.		447,137
	2,650	@	Avaya, Inc.		33,867
	6,200		BellSouth Corp.		276,458
	500		CenturyTel, Inc.		21,275
	35,200	@	Cisco Systems, Inc.		946,176
	1,200		Citizens Communications Co.		17,004
	700	@	Comverse Technology, Inc.		13,664
	5,300	@	Corning, Inc.		114,268
	548		Embarq Corp.		28,195
	700	@	JDS Uniphase Corp.		12,936
	1,700	@	Juniper Networks, Inc.		36,193
	11,220		Motorola, Inc.		248,747
	5,650		Qualcomm, Inc.		206,734
	4,800	@	Qwest Communications International, Inc.		36,912
	10,168		Sprint Nextel Corp.		198,378
	1,900	@	Tellabs, Inc.		19,076
	9,850		Verizon Communications, Inc.		344,159
	1,410		Windstream Corp.		19,655
					3,094,596
		Textiles: 0.0%
	650		Cintas Corp.		27,430
					27,430
		Toys/Games/Hobbies: 0.1%
	1,000		Hasbro, Inc.		26,750
	1,500		Mattel, Inc.		32,925
					59,675
		Transportation: 0.4%
	1,250		Burlington Northern Santa Fe Corp.		93,950
	1,560		CSX Corp.		55,942
	1,000		FedEx Corp.		115,430

See Accompanying Notes to Financial Statements
111

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Transportation (continued)
	1,450		Norfolk Southern Corp.	$	71,413
	200		Ryder System, Inc.		10,434
	900		Union Pacific Corp.		81,444
					428,613
Total Common Stock (Cost $39,870,923)					44,199,010
Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 58.4%
		Federal National Mortgage Association: 58.4%
$	49,500,000		4.990%, due 06/26/08		45,855,414
	25,000,000		5.010%, due 05/15/08		23,275,525
					69,130,939
Total U.S. Government Agency Obligations (Cost $71,575,734)					69,130,939
U.S. TREASURY OBLIGATIONS: 4.1%
		U.S. Treasury Principal Only STRIP: 4.1%
	5,178,000		4.740%, due 05/15/08		4,840,819
					4,840,819
Total U.S. Treasury Obligations (Cost $4,825,796)					4,840,819
Total Long-Term Investments (Cost $116,272,453)					118,170,768
SHORT-TERM INVESTMENTS: 0.8%

		Repurchase Agreement: 0.8%
	942,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $942,138 to be received upon repurchase (Collateralized by $934,000 Federal National Mortgage Association, 5.250%, Market Value plus accrued interest $961,733, due 06/15/08)	942,000
Total Short-Term Investments (Cost $942,000)			942,000

Total Investments in Securities (Cost $117,214,453)*	100.7	%	$	119,112,768
Other Assets and Liabilities - Net	(0.7	)		(833,397	)
Net Assets	100.0	%	$	118,279,371

@  Non-income producing security

@@  Foreign Issuer

STRIP  Separate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $117,826,498.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	4,363,944
Gross Unrealized Depreciation		(3,077,674	)
Net Unrealized Appreciation	$	1,286,270

See Accompanying Notes to Financial Statements
112

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VIII  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 42.6%
		Advertising: 0.1%
	720		Omnicom Group	$	73,555
					73,555
		Aerospace/Defense: 1.0%
	1,920		Boeing Co.		169,978
	1,330		General Dynamics Corp.		99,537
	350		Goodrich Corp.		15,750
	450		L-3 Communications Holdings, Inc.		37,013
	1,190		Lockheed Martin Corp.		107,636
	847		Northrop Grumman Corp.		56,690
	1,704		Raytheon Co.		86,972
	170		Rockwell Collins, Inc.		10,256
	2,450		United Technologies Corp.		158,099
					741,931
		Agriculture: 0.7%
	5,040		Altria Group, Inc.		424,418
	1,600		Archer-Daniels-Midland Co.		56,160
	440		Reynolds American, Inc.		28,266
	350		UST, Inc.		19,593
					528,437
		Airlines: 0.0%
	1,950		Southwest Airlines Co.		30,635
					30,635
		Apparel: 0.2%
	1,510	@	Coach, Inc.		65,247
	470		Jones Apparel Group, Inc.		15,792
	210		Liz Claiborne, Inc.		8,978
	620		Nike, Inc.		61,349
	60		VF Corp.		4,703
					156,069
		Auto Manufacturers: 0.1%
	3,980		Ford Motor Co.		32,357
	500		General Motors Corp.		14,615
	675		Paccar, Inc.		44,078
					91,050
		Auto Parts & Equipment: 0.1%
	400	@	Goodyear Tire & Rubber Co.		6,740
	520		Johnson Controls, Inc.		42,292
					49,032
		Banks: 3.3%
	14,733		Bank of America Corp.		793,372
	1,790		Bank of New York Co., Inc.		63,617
	1,171		BB&T Corp.		50,365
	710		Capital One Financial Corp.		55,295
	540		Comerica, Inc.		31,455
	200		Commerce Bancorp., Inc.		6,952
	300		Compass Bancshares, Inc.		17,142
	1,400		Fifth Third Bancorp.		55,202
	260		First Horizon National Corp.		10,364
	430		Huntington Bancshares, Inc.		10,453
	850		Keycorp		30,685
	200		M&T Bank Corp.		23,728
	620		Marshall & Ilsley Corp.		28,390
	890		Mellon Financial Corp.		35,805
	1,980		National City Corp.		71,478

Shares				Value
	1,000		North Fork Bancorp., Inc.	$	28,070
	460		Northern Trust Corp.		26,202
	760		PNC Financial Services Group, Inc.		53,724
	2,401		Regions Financial Corp.		87,997
	850		State Street Corp.		52,811
	870		SunTrust Banks, Inc.		71,036
	738		Synovus Financial Corp.		22,155
	4,290		US Bancorp.		144,316
	6,269		Wachovia Corp.		339,717
	8,120		Wells Fargo & Co.		286,149
	290		Zions Bancorp.		22,690
					2,419,170
		Beverages: 0.9%
	2,510		Anheuser-Busch Cos., Inc.		119,250
	270		Brown-Forman Corp.		18,752
	4,940		Coca-Cola Co.		231,340
	840		Coca-Cola Enterprises, Inc.		17,178
	450	@	Constellation Brands, Inc.		12,591
	100		Molson Coors Brewing Co.		7,108
	470		Pepsi Bottling Group, Inc.		14,720
	4,010		PepsiCo, Inc.		248,500
					669,439
		Biotechnology: 0.4%
	2,870	@	Amgen, Inc.		203,770
	750	@	Biogen Idec, Inc.		39,195
	850	@	Celgene Corp.		47,371
	250	@	Genzyme Corp.		16,100
	200	@	Medimmune, Inc.		6,538
	150	@	Millipore Corp.		10,262
					323,236
		Building Materials: 0.1%
	120		American Standard Cos., Inc.		5,377
	1,120		Masco Corp.		32,133
					37,510
		Chemicals: 0.7%
	250		Air Products & Chemicals, Inc.		17,285
	200		Ashland, Inc.		13,522
	2,630		Dow Chemical Co.		105,226
	400		Ecolab, Inc.		17,740
	2,500		EI DuPont de Nemours & Co.		117,325
	270		International Flavors & Fragrances, Inc.		12,720
	1,500		Monsanto Co.		72,105
	600		PPG Industries, Inc.		38,580
	810		Praxair, Inc.		50,544
	380		Rohm & Haas Co.		19,844
	450		Sherwin-Williams Co.		28,148
	200		Sigma-Aldrich Corp.		15,222
					508,261
		Coal: 0.0%
	650		Peabody Energy Corp.		29,907
					29,907
		Commercial Services: 0.4%
	450	@	Apollo Group, Inc.		17,456
	400	@	Convergys Corp.		9,648
	420		Equifax, Inc.		15,956
	820		H&R Block, Inc.		19,680
	1,190		McKesson Corp.		58,786

See Accompanying Notes to Financial Statements
113

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VIII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Commercial Services (continued)
	350	@	Monster Worldwide, Inc.	$	15,278
	810		Moody's Corp.		56,279
	450		Robert Half International, Inc.		17,366
	550		RR Donnelley & Sons Co.		19,399
	1,897		Western Union Co.		43,252
					273,100
		Computers: 2.0%
	300	@	Affiliated Computer Services, Inc.		15,165
	340	@	Cognizant Technology Solutions Corp.		27,730
	400	@	Computer Sciences Corp.		20,880
	9,350	@	Dell, Inc.		254,694
	1,250		Electronic Data Systems Corp.		33,925
	5,290	@	EMC Corp.		69,352
	11,260		Hewlett-Packard Co.		444,320
	5,000		International Business Machines Corp.		459,600
	380	@	Lexmark International, Inc.		26,212
	450	@	NCR Corp.		19,310
	810	@	Network Appliance, Inc.		31,760
	450	@	Sandisk Corp.		19,980
	7,450	@	Sun Microsystems, Inc.		40,379
	800	@	Unisys Corp.		5,768
					1,469,075
		Cosmetics/Personal Care: 0.8%
	1,000		Avon Products, Inc.		32,640
	1,290		Colgate-Palmolive Co.		83,915
	450		Estee Lauder Cos., Inc.		18,581
	7,679		Procter & Gamble Co.		482,164
					617,300
		Distribution/Wholesale: 0.0%
	150		WW Grainger, Inc.		10,854
					10,854
		Diversified Financial Services: 3.8%
	2,880		American Express Co.		169,114
	596		Ameriprise Financial, Inc.		32,244
	280		Bear Stearns Cos., Inc.		42,694
	2,700		Charles Schwab Corp.		49,518
	80		Chicago Mercantile Exchange Holdings, Inc.		42,848
	800		CIT Group, Inc.		41,608
	16,090		Citigroup, Inc.		797,903
	1,510		Countrywide Financial Corp.		59,977
	800	@	E*Trade Financial Corp.		19,256
	2,350		Fannie Mae		134,021
	120		Federated Investors, Inc.		3,982
	420		Franklin Resources, Inc.		44,831
	1,650		Freddie Mac		110,814
	1,020		Goldman Sachs Group, Inc.		198,696
	450		Janus Capital Group, Inc.		9,117
	11,250		JPMorgan Chase & Co.		520,650
	1,280		Lehman Brothers Holdings, Inc.		94,298
	2,130		Merrill Lynch & Co., Inc.		186,226
	2,580		Morgan Stanley		196,493
	920		SLM Corp.		42,173
	750		T. Rowe Price Group, Inc.		32,498
					2,828,961

Shares				Value
		Electric: 1.3%
	2,600	@	AES Corp.	$	60,762
	450	@	Allegheny Energy, Inc.		19,962
	600		Ameren Corp.		32,826
	1,090		American Electric Power Co., Inc.		45,246
	800		Centerpoint Energy, Inc.		13,080
	900	@	CMS Energy Corp.		14,589
	500		Constellation Energy Group, Inc.		34,305
	500		DTE Energy Co.		23,545
	1,200	@	Dynegy, Inc.		8,148
	910		Edison International		41,842
	700		Entergy Corp.		63,924
	2,150		Exelon Corp.		130,570
	970		FirstEnergy Corp.		58,045
	1,040		PG&E Corp.		47,767
	350		Pinnacle West Capital Corp.		17,269
	1,230		PPL Corp.		44,711
	300		Progress Energy, Inc.		14,331
	800		Public Service Enterprise Group, Inc.		53,776
	2,350		Southern Co.		85,188
	600		TECO Energy, Inc.		10,194
	1,330		TXU Corp.		76,329
	1,220		Xcel Energy, Inc.		28,011
					924,420
		Electrical Components & Equipment: 0.1%
	970		Emerson Electric Co.		84,099
	350		Molex, Inc.		11,200
					95,299
		Electronics: 0.2%
	1,250	@	Agilent Technologies, Inc.		39,800
	450		Applera Corp. - Applied Biosystems Group		16,398
	420		Jabil Circuit, Inc.		11,911
	340		PerkinElmer, Inc.		7,368
	600		Symbol Technologies, Inc.		8,892
	1,120	@	Thermo Electron Corp.		49,090
	300	@	Waters Corp.		15,012
					148,471
		Entertainment: 0.0%
	350		International Game Technology		15,323
					15,323
		Environmental Control: 0.1%
	600	@	Allied Waste Industries, Inc.		7,608
	1,760		Waste Management, Inc.		64,434
					72,042
		Food: 0.5%
	1,000		Campbell Soup Co.		38,070
	1,150		ConAgra Foods, Inc.		29,555
	350	@	Dean Foods Co.		14,987
	1,350		General Mills, Inc.		75,533
	200		Hershey Co.		10,594
	700		HJ Heinz Co.		31,115
	570		Kellogg Co.		28,375
	1,700		Kroger Co.		36,482
	400		McCormick & Co., Inc.		15,488
	1,300		Safeway, Inc.		40,053
	688		Sara Lee Corp.		11,407

See Accompanying Notes to Financial Statements
114

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VIII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Food (continued)
	165		Supervalu, Inc.	$	5,653
	350		Whole Foods Market, Inc.		17,080
					354,392
		Forest Products & Paper: 0.1%
	1,100		International Paper Co.		36,410
	450		MeadWestvaco Corp.		13,275
	450		Plum Creek Timber Co., Inc.		16,767
	450		Temple-Inland, Inc.		17,595
	300		Weyerhaeuser Co.		19,404
					103,451
		Gas: 0.1%
	500		KeySpan Corp.		20,515
	100		Nicor, Inc.		4,955
	800		NiSource, Inc.		19,728
	770		Sempra Energy		41,965
					87,163
		Hand/Machine Tools: 0.1%
	260		Black & Decker Corp.		22,329
	90		Snap-On, Inc.		4,275
	280		Stanley Works		14,286
					40,890
		Healthcare-Products: 1.2%
	1,610		Baxter International, Inc.		72,031
	630		Becton Dickinson & Co.		45,184
	2,650	@	Boston Scientific Corp.		41,923
	290		CR Bard, Inc.		23,864
	7,140		Johnson & Johnson		470,597
	2,800		Medtronic, Inc.		145,964
	300	@	Patterson Cos., Inc.		11,133
	290	@	St. Jude Medical, Inc.		10,808
	700		Stryker Corp.		36,302
	550	@	Zimmer Holdings, Inc.		40,128
					897,934
		Healthcare-Services: 0.9%
	1,790		Aetna, Inc.		73,945
	625	@	Coventry Health Care, Inc.		30,081
	670	@	Humana, Inc.		36,247
	400	@	Laboratory Corp. of America Holdings		28,320
	200		Manor Care, Inc.		9,504
	430		Quest Diagnostics		22,863
	5,500		UnitedHealth Group, Inc.		269,940
	2,590	@	WellPoint, Inc.		195,985
					666,885
		Home Furnishings: 0.1%
	300		Harman International Industries, Inc.		31,152
	200		Whirlpool Corp.		17,060
					48,212
		Household Products/Wares: 0.2%
	50		Avery Dennison Corp.		3,374
	400		Fortune Brands, Inc.		32,360
	1,150		Kimberly-Clark Corp.		76,441
					112,175

Shares				Value
		Housewares: 0.0%
	750		Newell Rubbermaid, Inc.	$	21,368
					21,368
		Insurance: 2.4%
	790	@@	ACE Ltd.		44,904
	1,170		Aflac, Inc.		51,644
	2,030		Allstate Corp.		128,864
	320		AMBAC Financial Group, Inc.		27,405
	6,320		American International Group, Inc.		444,422
	850		AON Corp.		30,328
	1,410		Chubb Corp.		72,982
	390		Cigna Corp.		49,160
	456		Cincinnati Financial Corp.		20,192
	1,900		Genworth Financial, Inc.		62,320
	1,250		Hartford Financial Services Group, Inc.		107,200
	682		Lincoln National Corp.		43,368
	1,510		Loews Corp.		60,279
	500		Marsh & McLennan Cos., Inc.		15,710
	420		MBIA, Inc.		29,253
	2,420		Metlife, Inc.		142,127
	270		MGIC Investment Corp.		15,649
	860		Principal Financial Group		49,665
	2,290		Progressive Corp.		51,640
	1,590		Prudential Financial, Inc.		129,553
	410		Safeco Corp.		24,834
	2,260		St. Paul Travelers Cos., Inc.		117,091
	280		Torchmark Corp.		17,702
	850		UnumProvident Corp.		17,408
	400	@@	XL Capital Ltd.		28,448
					1,782,148
		Internet: 0.3%
	650	@	Amazon.com, Inc.		26,221
	1,010	@	eBay, Inc.		32,674
	250	@	Google, Inc.		121,230
	2,317	@	Symantec Corp.		49,120
	600	@	VeriSign, Inc.		15,666
					244,911
		Iron/Steel: 0.2%
	1,400		Nucor Corp.		83,790
	560		United States Steel Corp.		41,882
					125,672
		Leisure Time: 0.2%
	270		Brunswick Corp.		8,740
	1,000		Carnival Corp.		48,990
	670		Harley-Davidson, Inc.		49,426
	450		Sabre Holdings Corp.		12,344
					119,500
		Lodging: 0.1%
	940		Marriott International, Inc.		42,441
	390		Starwood Hotels & Resorts Worldwide, Inc.		25,026
	466	@	Wyndham Worldwide Corp.		14,791
					82,258
					Machinery-Construction & Mining: 0.1%
	1,550		Caterpillar, Inc.		96,147
					96,147

See Accompanying Notes to Financial Statements
115

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VIII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Machinery-Diversified: 0.1%
	220		Cummins, Inc.	$	26,382
	250		Deere & Co.		24,000
	420		Rockwell Automation, Inc.		27,334
					77,716
		Media: 1.1%
	2,600		CBS Corp.		77,350
	1,100		Clear Channel Communications, Inc.		38,676
	5,050	@	Comcast Corp.		204,323
	200		EW Scripps Co.		9,772
	500		Gannett Co., Inc.		29,760
	1,300		McGraw-Hill Cos., Inc.		86,645
	140		Meredith Corp.		7,574
	5,800		News Corp., Inc.		119,480
	200		Tribune Co.		6,360
	450	@	Univision Communications, Inc.		16,016
	6,990		Walt Disney Co.		231,020
					826,976
		Mining: 0.1%
	490		Freeport-McMoRan Copper & Gold, Inc.		30,806
	460		Phelps Dodge Corp.		56,580
	60		Vulcan Materials Co.		5,323
					92,709
		Miscellaneous Manufacturing: 2.2%
	1,850		3M Co.		150,701
	190		Cooper Industries Ltd.		17,374
	650		Danaher Corp.		47,528
	450		Dover Corp.		22,635
	950		Eastman Kodak Co.		24,719
	650		Eaton Corp.		50,102
	25,050		General Electric Co.		883,764
	2,630		Honeywell International, Inc.		113,037
	960		Illinois Tool Works, Inc.		45,312
	710	@@	Ingersoll-Rand Co.		27,697
	390		ITT Corp.		21,041
	450		Leggett & Platt, Inc.		10,701
	540		Parker Hannifin Corp.		45,079
	360		Textron, Inc.		35,082
	4,900	@@	Tyco International Ltd.		148,421
					1,643,193
		Office/Business Equipment: 0.1%
	550		Pitney Bowes, Inc.		25,350
	3,710	@	Xerox Corp.		61,215
					86,565
		Oil & Gas: 4.2%
	1,020		Anadarko Petroleum Corp.		50,347
	320		Apache Corp.		22,378
	7,871		Chevron Corp.		569,231
	3,674		ConocoPhillips		247,260
	960		Devon Energy Corp.		70,435
	530		EOG Resources, Inc.		37,381
	21,400		ExxonMobil Corp.		1,643,734
	220		Hess Corp.		11,059
	1,350		Marathon Oil Corp.		127,413
	750	@,@@	Nabors Industries Ltd.		25,320
	300		Noble Corp.		23,175
	1,760		Occidental Petroleum Corp.		88,598

Shares				Value
	470		Sunoco, Inc.	$	32,035
	650	@	Transocean, Inc.		50,668
	1,800		Valero Energy Corp.		99,126
	750		XTO Energy, Inc.		37,950
					3,136,110
		Oil & Gas Services: 0.6%
	750		Baker Hughes, Inc.		55,073
	300		BJ Services Co.		10,131
	3,850		Halliburton Co.		129,899
	400	@	National Oilwell Varco, Inc.		26,604
	2,600		Schlumberger Ltd.		178,048
	300	@	Weatherford International Ltd.		13,473
					413,228
		Packaging & Containers: 0.1%
	430		Ball Corp.		18,387
	300		Bemis Co.		10,239
	450	@	Pactiv Corp.		15,503
	290		Sealed Air Corp.		17,258
					61,387
		Pharmaceuticals: 2.4%
	3,700		Abbott Laboratories		172,642
	140		Allergan, Inc.		16,321
	780		AmerisourceBergen Corp.		35,872
	250	@	Barr Pharmaceuticals, Inc.		12,770
	1,900		Bristol-Myers Squibb Co.		47,177
	950		Cardinal Health, Inc.		61,389
	1,020		Caremark Rx, Inc.		48,246
	900		Eli Lilly & Co.		48,231
	490	@	Express Scripts, Inc.		33,418
	1,070	@	Forest Laboratories, Inc.		52,109
	1,100	@	Gilead Sciences, Inc.		72,512
	150	@	Hospira, Inc.		4,920
	890	@	King Pharmaceuticals, Inc.		14,712
	670	@	Medco Health Solutions, Inc.		33,641
	7,160		Merck & Co., Inc.		318,692
	850		Mylan Laboratories		17,247
	17,520		Pfizer, Inc.		481,625
	4,900		Schering-Plough Corp.		107,849
	350	@	Watson Pharmaceuticals, Inc.		8,985
	3,200		Wyeth		154,496
					1,742,854
		Pipelines: 0.1%
	1,400		El Paso Corp.		20,440
	1,170		Williams Cos., Inc.		32,479
					52,919
		Real Estate: 0.0%
	450	@	CB Richard Ellis Group, Inc.		14,819
	502	@	Realogy Corp.		13,097
					27,916
		Real Estate Investment Trusts: 0.1%
	300		Apartment Investment & Management Co.		17,292
	100		Boston Properties, Inc.		11,705
	790		Equity Office Properties Trust		38,078
	200		Prologis		13,034
	100		Public Storage, Inc.		9,628
	100		Vornado Realty Trust		12,611
					102,348

See Accompanying Notes to Financial Statements
116

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VIII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Retail: 2.4%
	200	@	Autozone, Inc.	$	22,722
	690	@	Bed Bath & Beyond, Inc.		26,738
	1,020		Best Buy Co., Inc.		56,069
	400	@	Big Lots, Inc.		8,924
	400		Circuit City Stores, Inc.		9,984
	1,270		Costco Wholesale Corp.		66,370
	1,950		CVS Corp.		56,102
	390		Darden Restaurants, Inc.		15,659
	550		Family Dollar Stores, Inc.		15,340
	2,298		Federated Department Stores, Inc.		96,723
	2,180		Gap, Inc.		40,810
	1,990		Home Depot, Inc.		75,560
	550		JC Penney Co., Inc.		42,537
	1,350	@	Kohl's Corp.		93,960
	770		Limited Brands, Inc.		24,401
	3,630		Lowe's Cos., Inc.		109,481
	3,010		McDonald's Corp.		126,330
	830		Nordstrom, Inc.		40,687
	1,150	@	Office Depot, Inc.		43,539
	200		OfficeMax, Inc.		9,414
	200	@	Sears Holding Corp.		34,284
	1,610		Staples, Inc.		41,007
	2,420	@	Starbucks Corp.		85,402
	2,100		Target Corp.		121,989
	1,880		TJX Cos., Inc.		51,550
	2,450		Walgreen Co.		99,201
	5,940		Wal-Mart Stores, Inc.		273,834
	480		Wendy's International, Inc.		15,634
	720		Yum! Brands, Inc.		44,057
					1,748,308
		Savings & Loans: 0.1%
	2,342		Washington Mutual, Inc.		102,299
					102,299
		Semiconductors: 1.0%
	1,850	@	Advanced Micro Devices, Inc.		39,905
	1,320	@	Altera Corp.		26,255
	1,070		Analog Devices, Inc.		34,796
	3,400		Applied Materials, Inc.		61,132
	975	@	Freescale Semiconductor, Inc.		38,932
	13,880		Intel Corp.		296,338
	500		KLA-Tencor Corp.		25,835
	680		Linear Technology Corp.		21,855
	1,600	@	LSI Logic Corp.		17,056
	710		Maxim Integrated Products		22,351
	2,750	@	Micron Technology, Inc.		40,150
	1,090		National Semiconductor Corp.		26,367
	450	@	Novellus Systems, Inc.		14,049
	300	@	Nvidia Corp.		11,097
	550	@	QLogic Corp.		12,238
	600	@	Teradyne, Inc.		8,940
	1,460		Texas Instruments, Inc.		43,143
	750		Xilinx, Inc.		20,100
					760,539
		Software: 1.7%
	1,310	@	Adobe Systems, Inc.		52,570
	580	@	Autodesk, Inc.		23,884
	1,310		Automatic Data Processing, Inc.		63,181
	760	@	BMC Software, Inc.		24,746
	1,270		CA, Inc.		27,559

Shares				Value
	440	@	Citrix Systems, Inc.	$	12,646
	1,320	@	Compuware Corp.		11,075
	620	@	Electronic Arts, Inc.		34,627
	400		Fidelity National Information Services, Inc.		15,960
	1,897		First Data Corp.		47,899
	390	@	Fiserv, Inc.		19,933
	430		IMS Health, Inc.		11,812
	960	@	Intuit, Inc.		30,221
	20,850		Microsoft Corp.		611,531
	1,130	@	Novell, Inc.		7,096
	9,680	@	Oracle Corp.		184,210
	462	@	Parametric Technology Corp.		8,944
	870		Paychex, Inc.		34,287
					1,222,181
		Telecommunications: 3.0%
	950		Alltel Corp.		53,903
	9,322		AT&T, Inc.		316,109
	1,550	@	Avaya, Inc.		19,809
	4,350		BellSouth Corp.		193,967
	340		CenturyTel, Inc.		14,467
	25,000	@	Cisco Systems, Inc.		672,000
	750		Citizens Communications Co.		10,628
	390	@	Comverse Technology, Inc.		7,613
	3,800	@	Corning, Inc.		81,928
	351		Embarq Corp.		18,059
	500	@	JDS Uniphase Corp.		9,240
	1,200	@	Juniper Networks, Inc.		25,548
	7,970		Motorola, Inc.		176,695
	3,940		Qualcomm, Inc.		144,165
	3,500	@	Qwest Communications International, Inc.		26,915
	6,935		Sprint Nextel Corp.		135,302
	1,290	@	Tellabs, Inc.		12,952
	7,000		Verizon Communications, Inc.		244,580
	1,061		Windstream Corp.		14,790
					2,178,670
		Textiles: 0.0%
	440		Cintas Corp.		18,568
					18,568
		Toys/Games/Hobbies: 0.1%
	710		Hasbro, Inc.		18,993
	950		Mattel, Inc.		20,853
					39,846
		Transportation: 0.4%
	890		Burlington Northern Santa Fe Corp.		66,892
	1,080		CSX Corp.		38,729
	710		FedEx Corp.		81,955
	930		Norfolk Southern Corp.		45,803
	650		Union Pacific Corp.		58,803
					292,182
Total Common Stock (Cost $28,355,933)					31,522,697

See Accompanying Notes to Financial Statements
117

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND VIII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 54.1%
		Federal Home Loan Mortgage Corporation: 54.1%
$	44,200,000		4.930%, due 12/22/08	$	40,025,487
					40,025,487
Total U.S. Government Agency Obligations (Cost $41,039,276)					40,025,487
		U.S. TREASURY OBLIGATIONS: 3.1%
		U.S. Treasury Principal Only STRIP: 3.1%
	2,555,000		4.620%, due 11/15/08		2,338,471
					2,338,471
Total U.S. Treasury Obligations (Cost $2,327,645)					2,338,471
Total Long-Term Investments (Cost $71,722,854)					73,886,655
SHORT-TERM INVESTMENTS: 0.9%

		Repurchase Agreement: 0.9%
	656,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $656,096 to be received upon repurchase (Collateralized by $650,000 Federal National Mortgage Association, 5.250%, Market Value plus accrued interest $669,300, due 06/15/08)				656,000
Total Short-Term Investments (Cost $656,000)						656,000
Total Investments in Securities (Cost $72,378,854)*			100.7	%	$	74,542,655
Other Assets and Liabilities - Net			(0.7	)		(547,110	)
Net Assets			100.0	%	$	73,995,545

@  Non-income producing security

@@  Foreign Issuer

STRIP  Separate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $72,918,650.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	3,099,712
Gross Unrealized Depreciation		(1,475,707	)
Net Unrealized Appreciation	$	1,624,005

See Accompanying Notes to Financial Statements
118

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IX  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 47.3%
		Advertising: 0.1%
	600		Omnicom Group	$	61,296
					61,296
		Aerospace/Defense: 1.1%
	1,550		Boeing Co.		137,222
	1,050		General Dynamics Corp.		78,582
	300		Goodrich Corp.		13,500
	350		L-3 Communications Holdings, Inc.		28,788
	950		Lockheed Martin Corp.		85,928
	665		Northrop Grumman Corp.		44,508
	1,509		Raytheon Co.		77,019
	150		Rockwell Collins, Inc.		9,050
	2,000		United Technologies Corp.		129,060
					603,657
		Agriculture: 0.8%
	4,150		Altria Group, Inc.		349,472
	1,160		Archer-Daniels-Midland Co.		40,716
	300		Reynolds American, Inc.		19,272
	300		UST, Inc.		16,794
					426,254
		Airlines: 0.0%
	1,550		Southwest Airlines Co.		24,351
					24,351
		Apparel: 0.2%
	1,180	@	Coach, Inc.		50,988
	250		Jones Apparel Group, Inc.		8,400
	250		Liz Claiborne, Inc.		10,688
	350		Nike, Inc.		34,633
	120		VF Corp.		9,407
					114,116
		Auto Manufacturers: 0.2%
	3,300		Ford Motor Co.		26,829
	400		General Motors Corp.		11,692
	200	@	Navistar International Corp.		6,398
	650		Paccar, Inc.		42,445
					87,364
		Auto Parts & Equipment: 0.1%
	600	@	Goodyear Tire & Rubber Co.		10,110
	350		Johnson Controls, Inc.		28,466
					38,576
		Banks: 3.6%
	12,172		Bank of America Corp.		655,462
	1,500		Bank of New York Co., Inc.		53,310
	986		BB&T Corp.		42,408
	650		Capital One Financial Corp.		50,622
	450		Comerica, Inc.		26,213
	300		Compass Bancshares, Inc.		17,142
	1,000		Fifth Third Bancorp.		39,430
	250		First Horizon National Corp.		9,965
	450		Huntington Bancshares, Inc.		10,940
	750		Keycorp		27,075
	150		M&T Bank Corp.		17,796
	450		Marshall & Ilsley Corp.		20,606
	800		Mellon Financial Corp.		32,184
	1,500		National City Corp.		54,150

Shares				Value
	900		North Fork Bancorp., Inc.	$	25,263
	400		Northern Trust Corp.		22,784
	550		PNC Financial Services Group, Inc.		38,880
	1,958		Regions Financial Corp.		71,761
	700		State Street Corp.		43,491
	700		SunTrust Banks, Inc.		57,155
	585		Synovus Financial Corp.		17,562
	3,500		US Bancorp.		117,740
	5,223		Wachovia Corp.		283,034
	6,700		Wells Fargo & Co.		236,108
	200		Zions Bancorp.		15,648
					1,986,729
		Beverages: 1.0%
	2,100		Anheuser-Busch Cos., Inc.		99,771
	170		Brown-Forman Corp.		11,807
	4,050		Coca-Cola Co.		189,662
	700		Coca-Cola Enterprises, Inc.		14,315
	400	@	Constellation Brands, Inc.		11,192
	100		Molson Coors Brewing Co.		7,108
	350		Pepsi Bottling Group, Inc.		10,962
	3,340		PepsiCo, Inc.		206,980
					551,797
		Biotechnology: 0.5%
	2,300	@	Amgen, Inc.		163,300
	600	@	Biogen Idec, Inc.		31,356
	700	@	Celgene Corp.		39,011
	250	@	Genzyme Corp.		16,100
	200	@	Medimmune, Inc.		6,538
	100	@	Millipore Corp.		6,841
					263,146
		Building Materials: 0.1%
	150		American Standard Cos., Inc.		6,722
	900		Masco Corp.		25,821
					32,543
		Chemicals: 0.8%
	150		Air Products & Chemicals, Inc.		10,371
	100		Ashland, Inc.		6,761
	2,150		Dow Chemical Co.		86,022
	100		Eastman Chemical Co.		5,938
	400		Ecolab, Inc.		17,740
	2,100		EI DuPont de Nemours & Co.		98,553
	300	@	Hercules, Inc.		5,589
	200		International Flavors & Fragrances, Inc.		9,422
	1,240		Monsanto Co.		59,607
	630		PPG Industries, Inc.		40,509
	750		Praxair, Inc.		46,800
	300		Rohm & Haas Co.		15,666
	350		Sherwin-Williams Co.		21,893
	100		Sigma-Aldrich Corp.		7,611
					432,482
		Coal: 0.0%
	540		Peabody Energy Corp.		24,845
					24,845
		Commercial Services: 0.4%
	500	@	Apollo Group, Inc.		19,395
	400	@	Convergys Corp.		9,648
	400		Equifax, Inc.		15,196

See Accompanying Notes to Financial Statements
119

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IX  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Commercial Services (continued)
	600		H&R Block, Inc.	$	14,400
	1,020		McKesson Corp.		50,388
	300	@	Monster Worldwide, Inc.		13,095
	600		Moody's Corp.		41,688
	100		Robert Half International, Inc.		3,859
	200		RR Donnelley & Sons Co.		7,054
	1,400		Western Union Co.		31,920
					206,643
		Computers: 2.2%
	250	@	Affiliated Computer Services, Inc.		12,638
	280	@	Cognizant Technology Solutions Corp.		22,837
	450	@	Computer Sciences Corp.		23,490
	7,720	@	Dell, Inc.		210,293
	1,000		Electronic Data Systems Corp.		27,140
	4,650	@	EMC Corp.		60,962
	9,250		Hewlett-Packard Co.		365,005
	4,150		International Business Machines Corp.		381,468
	300	@	Lexmark International, Inc.		20,694
	450	@	NCR Corp.		19,310
	710	@	Network Appliance, Inc.		27,839
	400	@	Sandisk Corp.		17,760
	6,700	@	Sun Microsystems, Inc.		36,314
	600	@	Unisys Corp.		4,326
					1,230,076
		Cosmetics/Personal Care: 0.9%
	900		Avon Products, Inc.		29,376
	1,000		Colgate-Palmolive Co.		65,050
	300		Estee Lauder Cos., Inc.		12,387
	6,343		Procter & Gamble Co.		398,277
					505,090
		Distribution/Wholesale: 0.0%
	100		WW Grainger, Inc.		7,236
					7,236
		Diversified Financial Services: 4.3%
	2,450		American Express Co.		143,864
	530		Ameriprise Financial, Inc.		28,673
	240		Bear Stearns Cos., Inc.		36,595
	2,100		Charles Schwab Corp.		38,514
	70		Chicago Mercantile Exchange Holdings, Inc.		37,492
	650		CIT Group, Inc.		33,807
	13,200		Citigroup, Inc.		654,588
	1,170		Countrywide Financial Corp.		46,472
	700	@	E*Trade Financial Corp.		16,849
	1,900		Fannie Mae		108,357
	250		Federated Investors, Inc.		8,295
	350		Franklin Resources, Inc.		37,359
	1,400		Freddie Mac		94,024
	900		Goldman Sachs Group, Inc.		175,320
	500		Janus Capital Group, Inc.		10,130
	9,300		JPMorgan Chase & Co.		430,404
	1,040		Lehman Brothers Holdings, Inc.		76,617
	1,800		Merrill Lynch & Co., Inc.		157,374
	2,150		Morgan Stanley		163,744
	800		SLM Corp.		36,672
	500		T. Rowe Price Group, Inc.		21,665
					2,356,815

Shares				Value
		Electric: 1.4%
	2,150	@	AES Corp.	$	50,246
	400	@	Allegheny Energy, Inc.		17,744
	500		Ameren Corp.		27,355
	950		American Electric Power Co., Inc.		39,435
	750		Centerpoint Energy, Inc.		12,263
	490	@	CMS Energy Corp.		7,943
	450		Constellation Energy Group, Inc.		30,875
	400		DTE Energy Co.		18,836
	1,000	@	Dynegy, Inc.		6,790
	800		Edison International		36,784
	500		Entergy Corp.		45,660
	1,700		Exelon Corp.		103,241
	820		FirstEnergy Corp.		49,069
	850		PG&E Corp.		39,041
	300		Pinnacle West Capital Corp.		14,802
	1,000		PPL Corp.		36,350
	200		Progress Energy, Inc.		9,554
	650		Public Service Enterprise Group, Inc.		43,693
	1,800		Southern Co.		65,250
	500		TECO Energy, Inc.		8,495
	1,180		TXU Corp.		67,720
	1,000		Xcel Energy, Inc.		22,960
					754,106
		Electrical Components & Equipment: 0.1%
	800		Emerson Electric Co.		69,360
	300		Molex, Inc.		9,600
					78,960
		Electronics: 0.2%
	750	@	Agilent Technologies, Inc.		23,880
	500		Applera Corp. - Applied Biosystems Group		18,220
	450		Jabil Circuit, Inc.		12,762
	400		PerkinElmer, Inc.		8,668
	500		Symbol Technologies, Inc.		7,410
	200		Tektronix, Inc.		6,112
	800	@	Thermo Electron Corp.		35,064
	300	@	Waters Corp.		15,012
					127,128
		Entertainment: 0.0%
	300		International Game Technology		13,134
					13,134
		Environmental Control: 0.1%
	500	@	Allied Waste Industries, Inc.		6,340
	1,450		Waste Management, Inc.		53,085
					59,425
		Food: 0.5%
	650		Campbell Soup Co.		24,746
	1,000		ConAgra Foods, Inc.		25,700
	300	@	Dean Foods Co.		12,846
	1,200		General Mills, Inc.		67,140
	100		Hershey Co.		5,297
	800		HJ Heinz Co.		35,560
	450		Kellogg Co.		22,401
	1,450		Kroger Co.		31,117
	200		McCormick & Co., Inc.		7,744
	800		Safeway, Inc.		24,648

See Accompanying Notes to Financial Statements
120

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IX  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Food (continued)
	600		Sara Lee Corp.	$	9,948
	159		Supervalu, Inc.		5,447
	300		Whole Foods Market, Inc.		14,640
					287,234
		Forest Products & Paper: 0.1%
	900		International Paper Co.		29,790
	400		MeadWestvaco Corp.		11,800
	350		Plum Creek Timber Co., Inc.		13,041
	300		Temple-Inland, Inc.		11,730
	200		Weyerhaeuser Co.		12,936
					79,297
		Gas: 0.1%
	400		KeySpan Corp.		16,412
	100		Nicor, Inc.		4,955
	700		NiSource, Inc.		17,262
	700		Sempra Energy		38,150
					76,779
		Hand/Machine Tools: 0.0%
	110		Black & Decker Corp.		9,447
	100		Snap-On, Inc.		4,750
	200		Stanley Works		10,204
					24,401
		Healthcare-Products: 1.4%
	100		Bausch & Lomb, Inc.		4,842
	1,350		Baxter International, Inc.		60,399
	480		Becton Dickinson & Co.		34,426
	2,100	@	Boston Scientific Corp.		33,222
	250		CR Bard, Inc.		20,573
	5,800		Johnson & Johnson		382,278
	2,300		Medtronic, Inc.		119,899
	300	@	Patterson Cos., Inc.		11,133
	250	@	St. Jude Medical, Inc.		9,318
	600		Stryker Corp.		31,116
	500	@	Zimmer Holdings, Inc.		36,480
					743,686
		Healthcare-Services: 1.0%
	1,370		Aetna, Inc.		56,595
	550	@	Coventry Health Care, Inc.		26,472
	610	@	Humana, Inc.		33,001
	350	@	Laboratory Corp. of America Holdings		24,780
	100		Manor Care, Inc.		4,752
	400		Quest Diagnostics		21,268
	4,550		UnitedHealth Group, Inc.		223,314
	2,060	@	WellPoint, Inc.		155,880
					546,062
		Home Furnishings: 0.1%
	200		Harman International Industries, Inc.		20,768
	200		Whirlpool Corp.		17,060
					37,828
		Household Products/Wares: 0.2%
	100		Avery Dennison Corp.		6,747
	300		Fortune Brands, Inc.		24,270
	950		Kimberly-Clark Corp.		63,147
					94,164

Shares				Value
		Housewares: 0.0%
	600		Newell Rubbermaid, Inc.	$	17,094
					17,094
		Insurance: 2.7%
	640	@@	ACE Ltd.		36,378
	900		Aflac, Inc.		39,726
	1,660		Allstate Corp.		105,377
	300		AMBAC Financial Group, Inc.		25,692
	5,150		American International Group, Inc.		362,148
	600		AON Corp.		21,408
	1,080		Chubb Corp.		55,901
	300		Cigna Corp.		37,815
	403		Cincinnati Financial Corp.		17,845
	1,500		Genworth Financial, Inc.		49,200
	1,050		Hartford Financial Services Group, Inc.		90,048
	614		Lincoln National Corp.		39,044
	1,190		Loews Corp.		47,505
	400		Marsh & McLennan Cos., Inc.		12,568
	350		MBIA, Inc.		24,378
	2,040		Metlife, Inc.		119,809
	200		MGIC Investment Corp.		11,592
	750		Principal Financial Group		43,313
	1,940		Progressive Corp.		43,747
	1,350		Prudential Financial, Inc.		109,998
	400		Safeco Corp.		24,228
	1,850		St. Paul Travelers Cos., Inc.		95,849
	300		Torchmark Corp.		18,966
	550		UnumProvident Corp.		11,264
	400	@@	XL Capital Ltd.		28,448
					1,472,247
		Internet: 0.4%
	500	@	Amazon.com, Inc.		20,170
	900	@	eBay, Inc.		29,115
	200	@	Google, Inc.		96,984
	1,787	@	Symantec Corp.		37,884
	500	@	VeriSign, Inc.		13,055
					197,208
		Iron/Steel: 0.2%
	1,200		Nucor Corp.		71,820
	450		United States Steel Corp.		33,656
					105,476
		Leisure Time: 0.2%
	250		Brunswick Corp.		8,093
	800		Carnival Corp.		39,192
	500		Harley-Davidson, Inc.		36,885
	300		Sabre Holdings Corp.		8,229
					92,399
		Lodging: 0.1%
	740		Marriott International, Inc.		33,411
	150		Starwood Hotels & Resorts Worldwide, Inc.		9,626
	350	@	Wyndham Worldwide Corp.		11,109
					54,146
		Machinery-Construction & Mining: 0.2%
	1,300		Caterpillar, Inc.		80,639
					80,639

See Accompanying Notes to Financial Statements
121

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IX  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Machinery-Diversified: 0.1%
	150		Cummins, Inc.	$	17,988
	200		Deere & Co.		19,200
	400		Rockwell Automation, Inc.		26,032
					63,220
		Media: 1.2%
	2,125		CBS Corp.		63,219
	900		Clear Channel Communications, Inc.		31,644
	4,100	@	Comcast Corp.		165,886
	200		EW Scripps Co.		9,772
	500		Gannett Co., Inc.		29,760
	930		McGraw-Hill Cos., Inc.		61,985
	100		Meredith Corp.		5,410
	4,750		News Corp., Inc.		97,850
	200		Tribune Co.		6,360
	200	@	Univision Communications, Inc.		7,118
	5,750		Walt Disney Co.		190,038
					669,042
		Mining: 0.2%
	450		Freeport-McMoRan Copper & Gold, Inc.		28,292
	410		Phelps Dodge Corp.		50,430
	150		Vulcan Materials Co.		13,308
					92,030
		Miscellaneous Manufacturing: 2.5%
	1,550		3M Co.		126,263
	300		Cooper Industries Ltd.		27,432
	550		Danaher Corp.		40,216
	500		Dover Corp.		25,150
	800		Eastman Kodak Co.		20,816
	500		Eaton Corp.		38,540
	20,600		General Electric Co.		726,768
	2,200		Honeywell International, Inc.		94,556
	700		Illinois Tool Works, Inc.		33,040
	550	@@	Ingersoll-Rand Co.		21,456
	400		ITT Corp.		21,580
	400		Leggett & Platt, Inc.		9,512
	400		Parker Hannifin Corp.		33,392
	250		Textron, Inc.		24,363
	4,000	@@	Tyco International Ltd.		121,160
					1,364,244
		Office/Business Equipment: 0.1%
	450		Pitney Bowes, Inc.		20,741
	3,300	@	Xerox Corp.		54,450
					75,191
		Oil & Gas: 4.7%
	700		Anadarko Petroleum Corp.		34,552
	250		Apache Corp.		17,483
	6,544		Chevron Corp.		473,262
	2,999		ConocoPhillips		201,833
	800		Devon Energy Corp.		58,696
	500		EOG Resources, Inc.		35,265
	17,550		ExxonMobil Corp.		1,347,980
	150		Hess Corp.		7,541
	1,100		Marathon Oil Corp.		103,818
	500	@,@@	Nabors Industries Ltd.		16,880
	200		Noble Corp.		15,450
	1,600		Occidental Petroleum Corp.		80,544

Shares				Value
	400		Sunoco, Inc.	$	27,264
	500	@	Transocean, Inc.		38,975
	1,450		Valero Energy Corp.		79,852
	600		XTO Energy, Inc.		30,360
					2,569,755
		Oil & Gas Services: 0.6%
	600		Baker Hughes, Inc.		44,058
	200		BJ Services Co.		6,754
	3,200		Halliburton Co.		107,968
	300	@	National Oilwell Varco, Inc.		19,953
	2,100		Schlumberger Ltd.		143,808
	200	@	Weatherford International Ltd.		8,982
					331,523
		Packaging & Containers: 0.1%
	200		Ball Corp.		8,552
	200		Bemis Co.		6,826
	500	@	Pactiv Corp.		17,225
	200		Sealed Air Corp.		11,902
					44,505
		Pharmaceuticals: 2.6%
	3,000		Abbott Laboratories		139,980
	100		Allergan, Inc.		11,658
	660		AmerisourceBergen Corp.		30,353
	200	@	Barr Pharmaceuticals, Inc.		10,216
	1,600		Bristol-Myers Squibb Co.		39,728
	790		Cardinal Health, Inc.		51,050
	830		Caremark Rx, Inc.		39,259
	800		Eli Lilly & Co.		42,872
	400	@	Express Scripts, Inc.		27,280
	900	@	Forest Laboratories, Inc.		43,830
	900	@	Gilead Sciences, Inc.		59,328
	150	@	Hospira, Inc.		4,920
	730	@	King Pharmaceuticals, Inc.		12,067
	600	@	Medco Health Solutions, Inc.		30,126
	5,850		Merck & Co., Inc.		260,384
	500		Mylan Laboratories		10,145
	14,600		Pfizer, Inc.		401,354
	3,950		Schering-Plough Corp.		86,940
	300	@	Watson Pharmaceuticals, Inc.		7,701
	2,700		Wyeth		130,356
					1,439,547
		Pipelines: 0.1%
	1,100		El Paso Corp.		16,060
	950		Williams Cos., Inc.		26,372
					42,432
		Real Estate: 0.0%
	370	@	CB Richard Ellis Group, Inc.		12,184
	401	@	Realogy Corp.		10,462
					22,646
		Real Estate Investment Trusts: 0.2%
	250		Apartment Investment & Management Co.		14,410
	100		Boston Properties, Inc.		11,705
	700		Equity Office Properties Trust		33,740
	200		Prologis		13,034
	100		Public Storage, Inc.		9,628
	100		Vornado Realty Trust		12,611
					95,128

See Accompanying Notes to Financial Statements
122

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IX  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Retail: 2.6%
	100	@	Autozone, Inc.	$	11,361
	450	@	Bed Bath & Beyond, Inc.		17,438
	820		Best Buy Co., Inc.		45,075
	400	@	Big Lots, Inc.		8,924
	350		Circuit City Stores, Inc.		8,736
	950		Costco Wholesale Corp.		49,647
	1,600		CVS Corp.		46,032
	310		Darden Restaurants, Inc.		12,447
	500		Family Dollar Stores, Inc.		13,945
	1,866		Federated Department Stores, Inc.		78,540
	1,850		Gap, Inc.		34,632
	1,710		Home Depot, Inc.		64,929
	550		JC Penney Co., Inc.		42,537
	1,100	@	Kohl's Corp.		76,560
	650		Limited Brands, Inc.		20,599
	3,000		Lowe's Cos., Inc.		90,480
	2,500		McDonald's Corp.		104,925
	800		Nordstrom, Inc.		39,216
	950	@	Office Depot, Inc.		35,967
	200		OfficeMax, Inc.		9,414
	300		RadioShack Corp.		5,259
	130	@	Sears Holding Corp.		22,285
	1,340		Staples, Inc.		34,130
	2,050	@	Starbucks Corp.		72,345
	1,750		Target Corp.		101,658
	1,550		TJX Cos., Inc.		42,501
	2,030		Walgreen Co.		82,195
	4,850		Wal-Mart Stores, Inc.		223,585
	250		Wendy's International, Inc.		8,143
	550		Yum! Brands, Inc.		33,655
					1,437,160
		Savings & Loans: 0.2%
	1,970		Washington Mutual, Inc.		86,050
					86,050
		Semiconductors: 1.1%
	1,600	@	Advanced Micro Devices, Inc.		34,512
	1,150	@	Altera Corp.		22,874
	700		Analog Devices, Inc.		22,764
	2,800		Applied Materials, Inc.		50,344
	1,008	@	Freescale Semiconductor, Inc.		40,249
	11,440		Intel Corp.		244,244
	400		KLA-Tencor Corp.		20,668
	550		Linear Technology Corp.		17,677
	1,400	@	LSI Logic Corp.		14,924
	550		Maxim Integrated Products		17,314
	2,450	@	Micron Technology, Inc.		35,770
	500		National Semiconductor Corp.		12,095
	250	@	Novellus Systems, Inc.		7,805
	300	@	Nvidia Corp.		11,097
	500	@	QLogic Corp.		11,125
	500	@	Teradyne, Inc.		7,450
	1,250		Texas Instruments, Inc.		36,938
	600		Xilinx, Inc.		16,080
					623,930
		Software: 1.8%
	1,020	@	Adobe Systems, Inc.		40,933
	380	@	Autodesk, Inc.		15,648
	1,150		Automatic Data Processing, Inc.		55,465
	590	@	BMC Software, Inc.		19,210

Shares				Value
	850		CA, Inc.	$	18,445
	450	@	Citrix Systems, Inc.		12,933
	1,150	@	Compuware Corp.		9,649
	650	@	Electronic Arts, Inc.		36,303
	320		Fidelity National Information Services, Inc.		12,768
	1,400		First Data Corp.		35,350
	400	@	Fiserv, Inc.		20,444
	450		IMS Health, Inc.		12,362
	600	@	Intuit, Inc.		18,888
	17,300		Microsoft Corp.		507,409
	900	@	Novell, Inc.		5,652
	8,010	@	Oracle Corp.		152,430
	180	@	Parametric Technology Corp.		3,485
	750		Paychex, Inc.		29,558
					1,006,932
		Telecommunications: 3.3%
	800		Alltel Corp.		45,392
	7,805		AT&T, Inc.		264,668
	1,300	@	Avaya, Inc.		16,614
	3,500		BellSouth Corp.		156,065
	300		CenturyTel, Inc.		12,765
	20,550	@	Cisco Systems, Inc.		552,384
	600		Citizens Communications Co.		8,502
	400	@	Comverse Technology, Inc.		7,808
	3,050	@	Corning, Inc.		65,758
	325		Embarq Corp.		16,721
	400	@	JDS Uniphase Corp.		7,392
	1,000	@	Juniper Networks, Inc.		21,290
	6,530		Motorola, Inc.		144,770
	3,300		Qualcomm, Inc.		120,747
	2,800	@	Qwest Communications International, Inc.		21,532
	6,009		Sprint Nextel Corp.		117,236
	900	@	Tellabs, Inc.		9,036
	5,700		Verizon Communications, Inc.		199,158
	906		Windstream Corp.		12,630
					1,800,468
		Textiles: 0.0%
	200		Cintas Corp.		8,440
					8,440
		Toys/Games/Hobbies: 0.1%
	500		Hasbro, Inc.		13,375
	750		Mattel, Inc.		16,463
					29,838
		Transportation: 0.5%
	750		Burlington Northern Santa Fe Corp.		56,370
	1,000		CSX Corp.		35,860
	600		FedEx Corp.		69,258
	850		Norfolk Southern Corp.		41,863
	100		Ryder System, Inc.		5,217
	550		Union Pacific Corp.		49,786
					258,354
Total Common Stock (Cost $23,223,055)					25,954,864

See Accompanying Notes to Financial Statements
123

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND IX  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 49.9%
		Federal Home Loan Mortgage Corporation: 49.9%
$	30,700,000		4.900%, due 04/21/09	$	27,384,247
					27,384,247
Total U.S. Government Agency Obligations (Cost $27,995,784)					27,384,247
		U.S. TREASURY OBLIGATIONS: 2.0%
		U.S. Treasury Principal Only STRIP: 2.0%
	1,235,000		4.580%, due 02/15/09		1,118,820
					1,118,820
Total U.S. Treasury Obligations (Cost $1,118,913)					1,118,820
Total Long-Term Investments (Cost $52,337,752)					54,457,931
SHORT-TERM INVESTMENTS: 1.4%

		Repurchase Agreement: 1.4%
	782,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $782,115 to be received upon repurchase (Collateralized by $775,000 Federal National Mortgage Association, 5.250%, Market Value plus accrued interest $798,012, due 06/15/08)				782,000
Total Short-Term Investments (Cost $782,000)						782,000
Total Investments in Securities (Cost $53,119,752)*			100.6	%	$	55,239,931
Other Assets and Liabilities - Net			(0.6	)		(342,243	)
Net Assets			100.0	%	$	54,897,688

@  Non-income producing security

@@  Foreign Issuer

STRIP  Separate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $53,464,462.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	2,745,934
Gross Unrealized Depreciation		(970,465	)
Net Unrealized Appreciation	$	1,775,469

See Accompanying Notes to Financial Statements
124

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND X  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 50.3%
		Advertising: 0.1%
	507		Omnicom Group	$	51,795
					51,795
		Aerospace/Defense: 1.2%
	1,415		Boeing Co.		125,270
	998		General Dynamics Corp.		74,690
	250		Goodrich Corp.		11,250
	300		L-3 Communications Holdings, Inc.		24,675
	839		Lockheed Martin Corp.		75,888
	647		Northrop Grumman Corp.		43,304
	1,323		Raytheon Co.		67,526
	149		Rockwell Collins, Inc.		8,989
	1,798		United Technologies Corp.		116,025
					547,617
		Agriculture: 0.8%
	3,676		Altria Group, Inc.		309,556
	1,025		Archer-Daniels-Midland Co.		35,978
	334		Reynolds American, Inc.		21,456
	300		UST, Inc.		16,794
					383,784
		Airlines: 0.0%
	1,400		Southwest Airlines Co.		21,994
					21,994
		Apparel: 0.3%
	1,220	@	Coach, Inc.		52,716
	303		Jones Apparel Group, Inc.		10,181
	261		Liz Claiborne, Inc.		11,158
	368		Nike, Inc.		36,414
	133		VF Corp.		10,426
					120,895
		Auto Manufacturers: 0.2%
	3,950		Ford Motor Co.		32,114
	400		General Motors Corp.		11,692
	550		Paccar, Inc.		35,915
					79,721
		Auto Parts & Equipment: 0.1%
	379	@	Goodyear Tire & Rubber Co.		6,386
	380		Johnson Controls, Inc.		30,905
					37,291
		Banks: 3.8%
	10,814		Bank of America Corp.		582,334
	1,228		Bank of New York Co., Inc.		43,643
	856		BB&T Corp.		36,817
	574		Capital One Financial Corp.		44,703
	437		Comerica, Inc.		25,455
	250		Compass Bancshares, Inc.		14,285
	900		Fifth Third Bancorp.		35,487
	120		First Horizon National Corp.		4,783
	398		Huntington Bancshares, Inc.		9,675
	752		Keycorp		27,147
	121		M&T Bank Corp.		14,355
	495		Marshall & Ilsley Corp.		22,666
	778		Mellon Financial Corp.		31,299
	1,378		National City Corp.		49,746
	900		North Fork Bancorp., Inc.		25,263

Shares				Value
	371		Northern Trust Corp.	$	21,132
	479		PNC Financial Services Group, Inc.		33,861
	1,598		Regions Financial Corp.		58,567
	602		State Street Corp.		37,402
	675		SunTrust Banks, Inc.		55,114
	532		Synovus Financial Corp.		15,971
	3,118		US Bancorp.		104,890
	4,628		Wachovia Corp.		250,791
	5,926		Wells Fargo & Co.		208,832
	200		Zions Bancorp.		15,648
					1,769,866
		Beverages: 1.1%
	1,842		Anheuser-Busch Cos., Inc.		87,513
	113		Brown-Forman Corp.		7,848
	3,602		Coca-Cola Co.		168,682
	662		Coca-Cola Enterprises, Inc.		13,538
	350	@	Constellation Brands, Inc.		9,793
	100		Molson Coors Brewing Co.		7,108
	359		Pepsi Bottling Group, Inc.		11,244
	2,915		PepsiCo, Inc.		180,643
					486,369
		Biotechnology: 0.5%
	2,127	@	Amgen, Inc.		151,017
	600	@	Biogen Idec, Inc.		31,356
	650	@	Celgene Corp.		36,225
	197	@	Genzyme Corp.		12,687
	200	@	Medimmune, Inc.		6,538
	97	@	Millipore Corp.		6,636
					244,459
		Building Materials: 0.1%
	121		American Standard Cos., Inc.		5,422
	668		Masco Corp.		19,165
					24,587
		Chemicals: 0.8%
	152		Air Products & Chemicals, Inc.		10,509
	100		Ashland, Inc.		6,761
	1,948		Dow Chemical Co.		77,939
	100		Eastman Chemical Co.		5,938
	400		Ecolab, Inc.		17,740
	1,850		EI DuPont de Nemours & Co.		86,821
	188		International Flavors & Fragrances, Inc.		8,857
	1,088		Monsanto Co.		52,300
	525		PPG Industries, Inc.		33,758
	615		Praxair, Inc.		38,376
	301		Rohm & Haas Co.		15,718
	312		Sherwin-Williams Co.		19,516
	100		Sigma-Aldrich Corp.		7,611
					381,844
		Coal: 0.0%
	480		Peabody Energy Corp.		22,085
					22,085
		Commercial Services: 0.4%
	400	@	Apollo Group, Inc.		15,516
	300	@	Convergys Corp.		7,236
	332		Equifax, Inc.		12,613
	606		H&R Block, Inc.		14,544

See Accompanying Notes to Financial Statements
125

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND X  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Commercial Services (continued)
	901		McKesson Corp.	$	44,509
	250	@	Monster Worldwide, Inc.		10,913
	544		Moody's Corp.		37,797
	295		Robert Half International, Inc.		11,384
	129		RR Donnelley & Sons Co.		4,550
	1,219		Western Union Co.		27,793
					186,855
		Computers: 2.4%
	250	@	Affiliated Computer Services, Inc.		12,638
	250	@	Cognizant Technology Solutions Corp.		20,390
	379	@	Computer Sciences Corp.		19,784
	6,836	@	Dell, Inc.		186,213
	950		Electronic Data Systems Corp.		25,783
	3,760	@	EMC Corp.		49,294
	8,189		Hewlett-Packard Co.		323,138
	3,638		International Business Machines Corp.		334,405
	203	@	Lexmark International, Inc.		14,003
	396	@	NCR Corp.		16,992
	584	@	Network Appliance, Inc.		22,899
	400	@	Sandisk Corp.		17,760
	6,200	@	Sun Microsystems, Inc.		33,604
	666	@	Unisys Corp.		4,802
					1,081,705
		Cosmetics/Personal Care: 1.0%
	800		Avon Products, Inc.		26,112
	925		Colgate-Palmolive Co.		60,171
	300		Estee Lauder Cos., Inc.		12,387
	5,597		Procter & Gamble Co.		351,436
					450,106
		Distribution/Wholesale: 0.0%
	165		WW Grainger, Inc.		11,939
					11,939
		Diversified Financial Services: 4.5%
	2,166		American Express Co.		127,188
	453		Ameriprise Financial, Inc.		24,507
	199		Bear Stearns Cos., Inc.		30,344
	1,950		Charles Schwab Corp.		35,763
	60		Chicago Mercantile Exchange Holdings, Inc.		32,136
	600		CIT Group, Inc.		31,206
	11,880		Citigroup, Inc.		589,129
	1,130		Countrywide Financial Corp.		44,884
	650	@	E*Trade Financial Corp.		15,646
	1,718		Fannie Mae		97,978
	99		Federated Investors, Inc.		3,285
	273		Franklin Resources, Inc.		29,140
	1,200		Freddie Mac		80,592
	780		Goldman Sachs Group, Inc.		151,944
	400		Janus Capital Group, Inc.		8,104
	8,300		JPMorgan Chase & Co.		384,124
	938		Lehman Brothers Holdings, Inc.		69,102
	1,553		Merrill Lynch & Co., Inc.		135,779
	1,890		Morgan Stanley		143,942
	745		SLM Corp.		34,151
	500		T. Rowe Price Group, Inc.		21,665
					2,090,609

Shares				Value
		Electric: 1.5%
	1,938	@	AES Corp.	$	45,291
	275	@	Allegheny Energy, Inc.		12,199
	400		Ameren Corp.		21,884
	907		American Electric Power Co., Inc.		37,650
	700		Centerpoint Energy, Inc.		11,445
	392	@	CMS Energy Corp.		6,354
	423		Constellation Energy Group, Inc.		29,022
	400		DTE Energy Co.		18,836
	900	@	Dynegy, Inc.		6,111
	791		Edison International		36,370
	450		Entergy Corp.		41,094
	1,550		Exelon Corp.		94,132
	763		FirstEnergy Corp.		45,658
	754		PG&E Corp.		34,631
	200		Pinnacle West Capital Corp.		9,868
	858		PPL Corp.		31,188
	200		Progress Energy, Inc.		9,554
	550		Public Service Enterprise Group, Inc.		36,971
	1,600		Southern Co.		58,000
	400		TECO Energy, Inc.		6,796
	1,076		TXU Corp.		61,752
	907		Xcel Energy, Inc.		20,825
					675,631
		Electrical Components & Equipment: 0.2%
	754		Emerson Electric Co.		65,372
	300		Molex, Inc.		9,600
					74,972
		Electronics: 0.2%
	892	@	Agilent Technologies, Inc.		28,401
	444		Applera Corp. - Applied Biosystems Group		16,179
	424		Jabil Circuit, Inc.		12,025
	284		PerkinElmer, Inc.		6,154
	400		Symbol Technologies, Inc.		5,928
	683	@	Thermo Electron Corp.		29,936
	290	@	Waters Corp.		14,512
					113,135
		Entertainment: 0.0%
	200		International Game Technology		8,756
					8,756
		Environmental Control: 0.1%
	400	@	Allied Waste Industries, Inc.		5,072
	1,252		Waste Management, Inc.		45,836
					50,908
		Food: 0.5%
	700		Campbell Soup Co.		26,649
	971		ConAgra Foods, Inc.		24,955
	300	@	Dean Foods Co.		12,846
	1,030		General Mills, Inc.		57,629
	100		Hershey Co.		5,297
	532		HJ Heinz Co.		23,647
	429		Kellogg Co.		21,356
	1,175		Kroger Co.		25,216
	291		McCormick & Co., Inc.		11,268
	700		Safeway, Inc.		21,567
	493		Sara Lee Corp.		8,174

See Accompanying Notes to Financial Statements
126

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND X  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Food (continued)
	116		Supervalu, Inc.	$	3,974
	200		Whole Foods Market, Inc.		9,760
					252,338
		Forest Products & Paper: 0.2%
	900		International Paper Co.		29,790
	425		MeadWestvaco Corp.		12,538
	296		Plum Creek Timber Co., Inc.		11,029
	338		Temple-Inland, Inc.		13,216
	150		Weyerhaeuser Co.		9,702
					76,275
		Gas: 0.1%
	400		KeySpan Corp.		16,412
	135		Nicor, Inc.		6,689
	600		NiSource, Inc.		14,796
	565		Sempra Energy		30,793
					68,690
		Hand/Machine Tools: 0.1%
	98		Black & Decker Corp.		8,416
	148		Snap-On, Inc.		7,030
	185		Stanley Works		9,439
					24,885
		Healthcare-Products: 1.4%
	100		Bausch & Lomb, Inc.		4,842
	1,119		Baxter International, Inc.		50,064
	454		Becton Dickinson & Co.		32,561
	1,950	@	Boston Scientific Corp.		30,849
	207		CR Bard, Inc.		17,034
	5,202		Johnson & Johnson		342,864
	2,000		Medtronic, Inc.		104,260
	200	@	Patterson Cos., Inc.		7,422
	238	@	St. Jude Medical, Inc.		8,870
	500		Stryker Corp.		25,930
	400	@	Zimmer Holdings, Inc.		29,184
					653,880
		Healthcare-Services: 1.1%
	1,168		Aetna, Inc.		48,250
	515	@	Coventry Health Care, Inc.		24,787
	502	@	Humana, Inc.		27,158
	300	@	Laboratory Corp. of America Holdings		21,240
	200		Manor Care, Inc.		9,504
	304		Quest Diagnostics		16,164
	4,048		UnitedHealth Group, Inc.		198,676
	1,868	@	WellPoint, Inc.		141,352
					487,131
		Home Builders: 0.0%
	100		Lennar Corp.		5,250
					5,250
		Home Furnishings: 0.1%
	200		Harman International Industries, Inc.		20,768
	170		Whirlpool Corp.		14,501
					35,269
		Household Products/Wares: 0.2%
	100		Avery Dennison Corp.		6,747

Shares				Value
	278		Fortune Brands, Inc.	$	22,490
	837		Kimberly-Clark Corp.		55,635
					84,872
		Housewares: 0.0%
	618		Newell Rubbermaid, Inc.		17,607
					17,607
		Insurance: 2.8%
	612	@@	ACE Ltd.		34,786
	886		Aflac, Inc.		39,108
	1,494		Allstate Corp.		94,839
	267		AMBAC Financial Group, Inc.		22,866
	4,599		American International Group, Inc.		323,402
	550		AON Corp.		19,624
	992		Chubb Corp.		51,346
	218		Cigna Corp.		27,479
	431		Cincinnati Financial Corp.		19,085
	1,400		Genworth Financial, Inc.		45,920
	876		Hartford Financial Services Group, Inc.		75,126
	597		Lincoln National Corp.		37,963
	963		Loews Corp.		38,443
	400		Marsh & McLennan Cos., Inc.		12,568
	197		MBIA, Inc.		13,721
	1,861		Metlife, Inc.		109,297
	187		MGIC Investment Corp.		10,839
	608		Principal Financial Group		35,112
	1,738		Progressive Corp.		39,192
	1,173		Prudential Financial, Inc.		95,576
	318		Safeco Corp.		19,261
	1,680		St. Paul Travelers Cos., Inc.		87,041
	177		Torchmark Corp.		11,190
	710		UnumProvident Corp.		14,541
	300	@@	XL Capital Ltd.		21,336
					1,299,661
		Internet: 0.4%
	600	@	Amazon.com, Inc.		24,204
	816	@	eBay, Inc.		26,398
	150	@	Google, Inc.		72,738
	1,959	@	Symantec Corp.		41,531
	400	@	VeriSign, Inc.		10,444
					175,315
		Iron/Steel: 0.2%
	1,052		Nucor Corp.		62,962
	383		United States Steel Corp.		28,645
					91,607
		Leisure Time: 0.2%
	188		Brunswick Corp.		6,086
	757		Carnival Corp.		37,085
	512		Harley-Davidson, Inc.		37,770
	354		Sabre Holdings Corp.		9,710
					90,651
		Lodging: 0.1%
	532		Marriott International, Inc.		24,020
	204		Starwood Hotels & Resorts Worldwide, Inc.		13,091
	329	@	Wyndham Worldwide Corp.		10,442
					47,553

See Accompanying Notes to Financial Statements
127

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND X  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Machinery-Construction & Mining: 0.2%
	1,150		Caterpillar, Inc.	$	71,335
					71,335
		Machinery-Diversified: 0.1%
	106		Cummins, Inc.		12,712
	200		Deere & Co.		19,200
	266		Rockwell Automation, Inc.		17,311
					49,223
		Media: 1.3%
	1,922		CBS Corp.		57,180
	800		Clear Channel Communications, Inc.		28,128
	3,700	@	Comcast Corp.		149,702
	200		EW Scripps Co.		9,772
	450		Gannett Co., Inc.		26,784
	1,002		McGraw-Hill Cos., Inc.		66,783
	95		Meredith Corp.		5,140
	4,200		News Corp., Inc.		86,520
	150	@	Univision Communications, Inc.		5,339
	4,970		Walt Disney Co.		164,259
					599,607
		Mining: 0.2%
	400		Freeport-McMoRan Copper & Gold, Inc.		25,148
	390		Phelps Dodge Corp.		47,970
	152		Vulcan Materials Co.		13,485
					86,603
		Miscellaneous Manufacturing: 2.6%
	1,370		3M Co.		111,600
	113		Cooper Industries Ltd.		10,333
	425		Danaher Corp.		31,076
	353		Dover Corp.		17,756
	700		Eastman Kodak Co.		18,214
	496		Eaton Corp.		38,232
	18,355		General Electric Co.		647,564
	1,959		Honeywell International, Inc.		84,198
	728		Illinois Tool Works, Inc.		34,362
	528	@@	Ingersoll-Rand Co.		20,597
	280		ITT Corp.		15,106
	400		Leggett & Platt, Inc.		9,512
	318		Parker Hannifin Corp.		26,547
	237		Textron, Inc.		23,096
	3,500	@@	Tyco International Ltd.		106,015
					1,194,208
		Office/Business Equipment: 0.1%
	359		Pitney Bowes, Inc.		16,546
	2,894	@	Xerox Corp.		47,751
					64,297
		Oil & Gas: 5.0%
	754		Anadarko Petroleum Corp.		37,217
	248		Apache Corp.		17,343
	5,747		Chevron Corp.		415,623
	2,651		ConocoPhillips		178,412
	724		Devon Energy Corp.		53,120
	426		EOG Resources, Inc.		30,046
	15,667		ExxonMobil Corp.		1,203,382
	330		Hess Corp.		16,589

Shares				Value
	976		Marathon Oil Corp.	$	92,115
	500	@,@@	Nabors Industries Ltd.		16,880
	200		Noble Corp.		15,450
	1,380		Occidental Petroleum Corp.		69,469
	374		Sunoco, Inc.		25,492
	500	@	Transocean, Inc.		38,975
	1,278		Valero Energy Corp.		70,379
	600		XTO Energy, Inc.		30,360
					2,310,852
		Oil & Gas Services: 0.7%
	500		Baker Hughes, Inc.		36,715
	200		BJ Services Co.		6,754
	2,800		Halliburton Co.		94,472
	300	@	National Oilwell Varco, Inc.		19,953
	1,950		Schlumberger Ltd.		133,536
	200	@	Weatherford International Ltd.		8,982
					300,412
		Packaging & Containers: 0.1%
	260		Ball Corp.		11,118
	200		Bemis Co.		6,826
	300	@	Pactiv Corp.		10,335
	197		Sealed Air Corp.		11,723
					40,002
		Pharmaceuticals: 2.8%
	2,750		Abbott Laboratories		128,315
	93		Allergan, Inc.		10,842
	580		AmerisourceBergen Corp.		26,674
	200	@	Barr Pharmaceuticals, Inc.		10,216
	1,400		Bristol-Myers Squibb Co.		34,762
	758		Cardinal Health, Inc.		48,982
	811		Caremark Rx, Inc.		38,360
	700		Eli Lilly & Co.		37,513
	330	@	Express Scripts, Inc.		22,506
	809	@	Forest Laboratories, Inc.		39,398
	824	@	Gilead Sciences, Inc.		54,318
	115	@	Hospira, Inc.		3,772
	644	@	King Pharmaceuticals, Inc.		10,645
	574	@	Medco Health Solutions, Inc.		28,821
	5,239		Merck & Co., Inc.		233,188
	400		Mylan Laboratories		8,116
	13,006		Pfizer, Inc.		357,535
	3,550		Schering-Plough Corp.		78,136
	250	@	Watson Pharmaceuticals, Inc.		6,418
	2,344		Wyeth		113,168
					1,291,685
		Pipelines: 0.1%
	1,000		El Paso Corp.		14,600
	829		Williams Cos., Inc.		23,013
					37,613
		Real Estate: 0.0%
	330	@	CB Richard Ellis Group, Inc.		10,867
	401	@	Realogy Corp.		10,462
					21,329
		Real Estate Investment Trusts: 0.2%
	200		Apartment Investment & Management Co.		11,528
	100		Boston Properties, Inc.		11,705
	560		Equity Office Properties Trust		26,992

See Accompanying Notes to Financial Statements
128

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND X  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Real Estate Investment Trusts (continued)
	200		Prologis	$	13,034
	50		Public Storage, Inc.		4,814
	100		Vornado Realty Trust		12,611
					80,684
		Retail: 2.7%
	100	@	Autozone, Inc.		11,361
	428	@	Bed Bath & Beyond, Inc.		16,585
	739		Best Buy Co., Inc.		40,623
	300	@	Big Lots, Inc.		6,693
	393		Circuit City Stores, Inc.		9,809
	786		Costco Wholesale Corp.		41,076
	1,400		CVS Corp.		40,278
	191		Darden Restaurants, Inc.		7,669
	500		Family Dollar Stores, Inc.		13,945
	1,572		Federated Department Stores, Inc.		66,165
	1,568		Gap, Inc.		29,353
	1,462		Home Depot, Inc.		55,512
	492		JC Penney Co., Inc.		38,051
	950	@	Kohl's Corp.		66,120
	582		Limited Brands, Inc.		18,444
	2,662		Lowe's Cos., Inc.		80,286
	2,252		McDonald's Corp.		94,516
	648		Nordstrom, Inc.		31,765
	812	@	Office Depot, Inc.		30,742
	200		OfficeMax, Inc.		9,414
	130	@	Sears Holding Corp.		22,285
	1,167		Staples, Inc.		29,723
	1,842	@	Starbucks Corp.		65,004
	1,501		Target Corp.		87,193
	1,330		TJX Cos., Inc.		36,469
	1,743		Walgreen Co.		70,574
	4,360		Wal-Mart Stores, Inc.		200,996
	339		Wendy's International, Inc.		11,041
	446		Yum! Brands, Inc.		27,291
					1,258,983
		Savings & Loans: 0.2%
	1,737		Washington Mutual, Inc.		75,872
					75,872
		Semiconductors: 1.2%
	1,400	@	Advanced Micro Devices, Inc.		30,198
	1,070	@	Altera Corp.		21,282
	699		Analog Devices, Inc.		22,731
	2,482		Applied Materials, Inc.		44,626
	897	@	Freescale Semiconductor, Inc.		35,817
	10,071		Intel Corp.		215,016
	400		KLA-Tencor Corp.		20,668
	503		Linear Technology Corp.		16,166
	650	@	LSI Logic Corp.		6,929
	612		Maxim Integrated Products		19,266
	2,000	@	Micron Technology, Inc.		29,200
	507		National Semiconductor Corp.		12,264
	300	@	Novellus Systems, Inc.		9,366
	300	@	Nvidia Corp.		11,097
	466	@	QLogic Corp.		10,369
	500	@	Teradyne, Inc.		7,450
	1,133		Texas Instruments, Inc.		33,480
	600		Xilinx, Inc.		16,080
					562,005

Shares				Value
		Software: 2.0%
	924	@	Adobe Systems, Inc.	$	37,080
	342	@	Autodesk, Inc.		14,084
	1,013		Automatic Data Processing, Inc.		48,857
	664	@	BMC Software, Inc.		21,620
	931		CA, Inc.		20,203
	396	@	Citrix Systems, Inc.		11,381
	1,159	@	Compuware Corp.		9,724
	508	@	Electronic Arts, Inc.		28,372
	300		Fidelity National Information Services, Inc.		11,970
	1,219		First Data Corp.		30,780
	289	@	Fiserv, Inc.		14,771
	337		IMS Health, Inc.		9,257
	756	@	Intuit, Inc.		23,799
	15,337		Microsoft Corp.		449,834
	697	@	Novell, Inc.		4,377
	7,086	@	Oracle Corp.		134,847
	308	@	Parametric Technology Corp.		5,963
	673		Paychex, Inc.		26,523
					903,442
		Telecommunications: 3.5%
	700		Alltel Corp.		39,718
	6,884		AT&T, Inc.		233,436
	1,383	@	Avaya, Inc.		17,675
	3,210		BellSouth Corp.		143,134
	280		CenturyTel, Inc.		11,914
	18,401	@	Cisco Systems, Inc.		494,619
	600		Citizens Communications Co.		8,502
	400	@	Comverse Technology, Inc.		7,808
	2,746	@	Corning, Inc.		59,204
	312		Embarq Corp.		16,052
	400	@	JDS Uniphase Corp.		7,392
	900	@	Juniper Networks, Inc.		19,161
	5,789		Motorola, Inc.		128,342
	2,924		Qualcomm, Inc.		106,989
	2,600	@	Qwest Communications International, Inc.		19,994
	5,140		Sprint Nextel Corp.		100,281
	1,057	@	Tellabs, Inc.		10,612
	5,045		Verizon Communications, Inc.		176,258
	806		Windstream Corp.		11,236
					1,612,327
		Textiles: 0.0%
	211		Cintas Corp.		8,904
					8,904
		Toys/Games/Hobbies: 0.1%
	355		Hasbro, Inc.		9,496
	776		Mattel, Inc.		17,033
					26,529
		Transportation: 0.5%
	622		Burlington Northern Santa Fe Corp.		46,750
	660		CSX Corp.		23,668
	585		FedEx Corp.		67,527
	775		Norfolk Southern Corp.		38,169
	100		Ryder System, Inc.		5,217
	450		Union Pacific Corp.		40,734
					222,065
Total Common Stock (Cost $20,806,309)					23,145,884

See Accompanying Notes to Financial Statements
129

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND X  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal Amount				Value
U.S. TREASURY OBLIGATIONS: 49.0%
		U.S. Treasury Principal Only STRIP: 49.0%
$	25,444,000		Discount Note, due 08/15/09	$	22,545,827
					22,545,827
Total U.S. Treasury Obligations (Cost $22,396,210)					22,545,827
Total Long-Term Investments (Cost $43,202,519)					45,691,711
SHORT-TERM INVESTMENTS: 1.0%

		Repurchase Agreement: 1.0%
	443,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $443,065 to be received upon repurchase (Collateralized by $439,000 Federal National Mortgage Association, 5.250%, Market Value plus accrued interest $452,035, due 06/15/08)				443,000
Total Short-Term Investments (Cost $443,000)						443,000
Total Investments in Securities (Cost $43,645,519)*			100.3	%	$	46,134,711
Other Assets and Liabilities - Net			(0.3	)		(133,884	)
Net Assets			100.0	%	$	46,000,827

@  Non-income producing security

@@  Foreign Issuer

STRIP  Separate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $43,914,645.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	2,554,217
Gross Unrealized Depreciation		(334,151	)
Net Unrealized Appreciation	$	2,220,066

See Accompanying Notes to Financial Statements
130

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XI  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 46.9%
		Advertising: 0.1%
	307		Omnicom Group	$	31,363
					31,363
		Aerospace/Defense: 1.1%
	849		Boeing Co.		75,162
	604		General Dynamics Corp.		45,203
	150		Goodrich Corp.		6,750
	160		L-3 Communications Holdings, Inc.		13,160
	526		Lockheed Martin Corp.		47,577
	374		Northrop Grumman Corp.		25,032
	842		Raytheon Co.		42,976
	55		Rockwell Collins, Inc.		3,318
	1,098		United Technologies Corp.		70,854
					330,032
		Agriculture: 0.8%
	2,319		Altria Group, Inc.		195,283
	732		Archer-Daniels-Midland Co.		25,693
	166		Reynolds American, Inc.		10,664
	200		UST, Inc.		11,196
					242,836
		Airlines: 0.0%
	850		Southwest Airlines Co.		13,354
					13,354
		Apparel: 0.3%
	716	@	Coach, Inc.		30,938
	162		Jones Apparel Group, Inc.		5,443
	83		Liz Claiborne, Inc.		3,548
	278		Nike, Inc.		27,508
	104		VF Corp.		8,153
					75,590
		Auto Manufacturers: 0.2%
	2,433		Ford Motor Co.		19,780
	250		General Motors Corp.		7,308
	120	@	Navistar International Corp.		3,839
	375		Paccar, Inc.		24,488
					55,415
		Auto Parts & Equipment: 0.1%
	323	@	Goodyear Tire & Rubber Co.		5,443
	202		Johnson Controls, Inc.		16,429
					21,872
		Banks: 3.6%
	6,721		Bank of America Corp.		361,926
	827		Bank of New York Co., Inc.		29,392
	530		BB&T Corp.		22,795
	366		Capital One Financial Corp.		28,504
	253		Comerica, Inc.		14,737
	100		Commerce Bancorp., Inc.		3,476
	120		Compass Bancshares, Inc.		6,857
	550		Fifth Third Bancorp.		21,687
	62		First Horizon National Corp.		2,471
	250		Huntington Bancshares, Inc.		6,078
	401		Keycorp		14,476
	107		M&T Bank Corp.		12,694
	298		Marshall & Ilsley Corp.		13,645
	427		Mellon Financial Corp.		17,178

Shares				Value
	871		National City Corp.	$	31,443
	500		North Fork Bancorp., Inc.		14,035
	217		Northern Trust Corp.		12,360
	311		PNC Financial Services Group, Inc.		21,985
	1,064		Regions Financial Corp.		38,996
	375		State Street Corp.		23,299
	411		SunTrust Banks, Inc.		33,558
	306		Synovus Financial Corp.		9,186
	1,925		US Bancorp.		64,757
	2,838		Wachovia Corp.		153,791
	3,658		Wells Fargo & Co.		128,908
	126		Zions Bancorp.		9,858
					1,098,092
		Beverages: 1.0%
	1,129		Anheuser-Busch Cos., Inc.		53,639
	87		Brown-Forman Corp.		6,042
	2,193		Coca-Cola Co.		102,698
	398		Coca-Cola Enterprises, Inc.		8,139
	250	@	Constellation Brands, Inc.		6,995
	50		Molson Coors Brewing Co.		3,554
	224		Pepsi Bottling Group, Inc.		7,016
	1,812		PepsiCo, Inc.		112,290
					300,373
		Biotechnology: 0.5%
	1,284	@	Amgen, Inc.		91,164
	400	@	Biogen Idec, Inc.		20,904
	400	@	Celgene Corp.		22,292
	97	@	Genzyme Corp.		6,247
	100	@	Medimmune, Inc.		3,269
	59	@	Millipore Corp.		4,036
					147,912
		Building Materials: 0.1%
	79		American Standard Cos., Inc.		3,540
	450		Masco Corp.		12,911
					16,451
		Chemicals: 0.8%
	96		Air Products & Chemicals, Inc.		6,637
	100		Ashland, Inc.		6,761
	1,193		Dow Chemical Co.		47,732
	50		Eastman Chemical Co.		2,969
	200		Ecolab, Inc.		8,870
	1,150		EI DuPont de Nemours & Co.		53,970
	146		International Flavors & Fragrances, Inc.		6,878
	664		Monsanto Co.		31,918
	322		PPG Industries, Inc.		20,705
	410		Praxair, Inc.		25,584
	207		Rohm & Haas Co.		10,810
	211		Sherwin-Williams Co.		13,198
	100		Sigma-Aldrich Corp.		7,611
					243,643
		Coal: 0.0%
	290		Peabody Energy Corp.		13,343
					13,343
		Commercial Services: 0.4%
	200	@	Apollo Group, Inc.		7,758
	200	@	Convergys Corp.		4,824

See Accompanying Notes to Financial Statements
131

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Commercial Services (continued)
	236		Equifax, Inc.	$	8,966
	420		H&R Block, Inc.		10,080
	570		McKesson Corp.		28,158
	130	@	Monster Worldwide, Inc.		5,675
	352		Moody's Corp.		24,457
	201		Robert Half International, Inc.		7,757
	87		RR Donnelley & Sons Co.		3,068
	733		Western Union Co.		16,712
					117,455
		Computers: 2.2%
	130	@	Affiliated Computer Services, Inc.		6,572
	150	@	Cognizant Technology Solutions Corp.		12,234
	204	@	Computer Sciences Corp.		10,649
	4,271	@	Dell, Inc.		116,342
	534		Electronic Data Systems Corp.		14,493
	2,511	@	EMC Corp.		32,919
	5,070		Hewlett-Packard Co.		200,062
	2,237		International Business Machines Corp.		205,625
	169	@	Lexmark International, Inc.		11,658
	238	@	NCR Corp.		10,213
	444	@	Network Appliance, Inc.		17,409
	200	@	Sandisk Corp.		8,880
	3,800	@	Sun Microsystems, Inc.		20,596
	381	@	Unisys Corp.		2,747
					670,399
		Cosmetics/Personal Care: 0.9%
	450		Avon Products, Inc.		14,688
	549		Colgate-Palmolive Co.		35,712
	250		Estee Lauder Cos., Inc.		10,323
	3,495		Procter & Gamble Co.		219,451
					280,174
		Distribution/Wholesale: 0.0%
	98		WW Grainger, Inc.		7,091
					7,091
		Diversified Financial Services: 4.2%
	1,335		American Express Co.		78,391
	217		Ameriprise Financial, Inc.		11,740
	130		Bear Stearns Cos., Inc.		19,822
	1,200		Charles Schwab Corp.		22,008
	40		Chicago Mercantile Exchange Holdings, Inc.		21,424
	298		CIT Group, Inc.		15,499
	7,364		Citigroup, Inc.		365,181
	638		Countrywide Financial Corp.		25,341
	450	@	E*Trade Financial Corp.		10,832
	1,041		Fannie Mae		59,368
	57		Federated Investors, Inc.		1,891
	163		Franklin Resources, Inc.		17,399
	750		Freddie Mac		50,370
	493		Goldman Sachs Group, Inc.		96,036
	250		Janus Capital Group, Inc.		5,065
	5,100		JPMorgan Chase & Co.		236,028
	604		Lehman Brothers Holdings, Inc.		44,497
	971		Merrill Lynch & Co., Inc.		84,895
	1,185		Morgan Stanley		90,250
	451		SLM Corp.		20,674
	220		T. Rowe Price Group, Inc.		9,533
					1,286,244

Shares				Value
		Electric: 1.4%
	1,208	@	AES Corp.	$	28,231
	244	@	Allegheny Energy, Inc.		10,824
	250		Ameren Corp.		13,678
	559		American Electric Power Co., Inc.		23,204
	420		Centerpoint Energy, Inc.		6,867
	260	@	CMS Energy Corp.		4,215
	262		Constellation Energy Group, Inc.		17,976
	250		DTE Energy Co.		11,773
	550	@	Dynegy, Inc.		3,735
	394		Edison International		18,116
	300		Entergy Corp.		27,396
	950		Exelon Corp.		57,694
	463		FirstEnergy Corp.		27,706
	442		PG&E Corp.		20,301
	150		Pinnacle West Capital Corp.		7,401
	556		PPL Corp.		20,211
	100		Progress Energy, Inc.		4,777
	342		Public Service Enterprise Group, Inc.		22,989
	1,050		Southern Co.		38,063
	300		TECO Energy, Inc.		5,097
	668		TXU Corp.		38,337
	510		Xcel Energy, Inc.		11,710
					420,301
		Electrical Components & Equipment: 0.1%
	427		Emerson Electric Co.		37,021
	150		Molex, Inc.		4,800
					41,821
		Electronics: 0.2%
	556	@	Agilent Technologies, Inc.		17,703
	278		Applera Corp. - Applied Biosystems Group		10,130
	274		Jabil Circuit, Inc.		7,771
	195		PerkinElmer, Inc.		4,226
	250		Symbol Technologies, Inc.		3,705
	100		Tektronix, Inc.		3,056
	481	@	Thermo Electron Corp.		21,082
	154	@	Waters Corp.		7,706
					75,379
		Entertainment: 0.0%
	170		International Game Technology		7,443
					7,443
		Environmental Control: 0.1%
	300	@	Allied Waste Industries, Inc.		3,804
	779		Waste Management, Inc.		28,519
					32,323
		Food: 0.5%
	416		Campbell Soup Co.		15,837
	549		ConAgra Foods, Inc.		14,109
	150	@	Dean Foods Co.		6,423
	680		General Mills, Inc.		38,046
	100		Hershey Co.		5,297
	450		HJ Heinz Co.		20,003
	241		Kellogg Co.		11,997
	728		Kroger Co.		15,623
	192		McCormick & Co., Inc.		7,434
	507		Safeway, Inc.		15,621
	313		Sara Lee Corp.		5,190

See Accompanying Notes to Financial Statements
132

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Food (continued)
	61		Supervalu, Inc.	$	2,090
	150		Whole Foods Market, Inc.		7,320
					164,990
		Forest Products & Paper: 0.2%
	550		International Paper Co.		18,205
	222		MeadWestvaco Corp.		6,549
	177		Plum Creek Timber Co., Inc.		6,595
	196		Temple-Inland, Inc.		7,664
	100		Weyerhaeuser Co.		6,468
					45,481
		Gas: 0.1%
	250		KeySpan Corp.		10,258
	75		Nicor, Inc.		3,716
	350		NiSource, Inc.		8,631
	317		Sempra Energy		17,277
					39,882
		Hand/Machine Tools: 0.0%
	62		Black & Decker Corp.		5,325
	92		Snap-On, Inc.		4,370
	59		Stanley Works		3,010
					12,705
		Healthcare-Products: 1.3%
	682		Baxter International, Inc.		30,513
	276		Becton Dickinson & Co.		19,795
	1,200	@	Boston Scientific Corp.		18,984
	93		CR Bard, Inc.		7,653
	3,207		Johnson & Johnson		211,373
	1,250		Medtronic, Inc.		65,163
	150	@	Patterson Cos., Inc.		5,567
	146	@	St. Jude Medical, Inc.		5,441
	350		Stryker Corp.		18,151
	300	@	Zimmer Holdings, Inc.		21,888
					404,528
		Healthcare-Services: 1.0%
	844		Aetna, Inc.		34,866
	260	@	Coventry Health Care, Inc.		12,514
	298	@	Humana, Inc.		16,122
	181	@	Laboratory Corp. of America Holdings		12,815
	100		Manor Care, Inc.		4,752
	212		Quest Diagnostics		11,272
	2,476		UnitedHealth Group, Inc.		121,522
	1,156	@	WellPoint, Inc.		87,475
					301,338
		Home Furnishings: 0.1%
	100		Harman International Industries, Inc.		10,384
	90		Whirlpool Corp.		7,677
					18,061
		Household Products/Wares: 0.2%
	50		Avery Dennison Corp.		3,374
	182		Fortune Brands, Inc.		14,724
	514		Kimberly-Clark Corp.		34,166
					52,264

Shares				Value
		Housewares: 0.0%
	358		Newell Rubbermaid, Inc.	$	10,199
					10,199
		Insurance: 2.6%
	365	@@	ACE Ltd.		20,747
	547		Aflac, Inc.		24,145
	923		Allstate Corp.		58,592
	142		AMBAC Financial Group, Inc.		12,161
	2,842		American International Group, Inc.		199,849
	420		AON Corp.		14,986
	540		Chubb Corp.		27,950
	164		Cigna Corp.		20,672
	197		Cincinnati Financial Corp.		8,723
	850		Genworth Financial, Inc.		27,880
	563		Hartford Financial Services Group, Inc.		48,283
	291		Lincoln National Corp.		18,505
	648		Loews Corp.		25,868
	250		Marsh & McLennan Cos., Inc.		7,855
	183		MBIA, Inc.		12,746
	1,136		Metlife, Inc.		66,717
	105		MGIC Investment Corp.		6,086
	423		Principal Financial Group		24,428
	1,032		Progressive Corp.		23,272
	733		Prudential Financial, Inc.		59,725
	210		Safeco Corp.		12,720
	1,050		St. Paul Travelers Cos., Inc.		54,401
	152		Torchmark Corp.		9,609
	403		UnumProvident Corp.		8,253
	200	@@	XL Capital Ltd.		14,224
					808,397
		Internet: 0.4%
	350	@	Amazon.com, Inc.		14,119
	466	@	eBay, Inc.		15,075
	100	@	Google, Inc.		48,492
	1,196	@	Symantec Corp.		25,355
	250	@	VeriSign, Inc.		6,528
					109,569
		Iron/Steel: 0.2%
	630		Nucor Corp.		37,706
	236		United States Steel Corp.		17,650
					55,356
		Leisure Time: 0.2%
	158		Brunswick Corp.		5,114
	445		Carnival Corp.		21,801
	295		Harley-Davidson, Inc.		21,762
	203		Sabre Holdings Corp.		5,568
					54,245
		Lodging: 0.1%
	332		Marriott International, Inc.		14,990
	83		Starwood Hotels & Resorts Worldwide, Inc.		5,326
	225	@	Wyndham Worldwide Corp.		7,142
					27,458
		Machinery-Construction & Mining: 0.1%
	700		Caterpillar, Inc.		43,421
					43,421

See Accompanying Notes to Financial Statements
133

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Machinery-Diversified: 0.1%
	104		Cummins, Inc.	$	12,472
	100		Deere & Co.		9,600
	201		Rockwell Automation, Inc.		13,081
					35,153
		Media: 1.2%
	1,151		CBS Corp.		34,242
	500		Clear Channel Communications, Inc.		17,580
	2,350	@	Comcast Corp.		95,081
	100		EW Scripps Co.		4,886
	250		Gannett Co., Inc.		14,880
	508		McGraw-Hill Cos., Inc.		33,858
	54		Meredith Corp.		2,921
	2,630		News Corp., Inc.		54,178
	100		Tribune Co.		3,180
	200	@	Univision Communications, Inc.		7,118
	3,079		Walt Disney Co.		101,761
					369,685
		Mining: 0.2%
	250		Freeport-McMoRan Copper & Gold, Inc.		15,718
	220		Phelps Dodge Corp.		27,060
	93		Vulcan Materials Co.		8,251
					51,029
		Miscellaneous Manufacturing: 2.4%
	837		3M Co.		68,182
	77		Cooper Industries Ltd.		7,041
	238		Danaher Corp.		17,403
	253		Dover Corp.		12,726
	350		Eastman Kodak Co.		9,107
	289		Eaton Corp.		22,276
	11,363		General Electric Co.		400,887
	1,206		Honeywell International, Inc.		51,834
	418		Illinois Tool Works, Inc.		19,730
	320	@@	Ingersoll-Rand Co.		12,483
	236		ITT Corp.		12,732
	250		Leggett & Platt, Inc.		5,945
	233		Parker Hannifin Corp.		19,451
	157		Textron, Inc.		15,300
	2,200	@@	Tyco International Ltd.		66,638
					741,735
		Office/Business Equipment: 0.1%
	253		Pitney Bowes, Inc.		11,661
	1,819	@	Xerox Corp.		30,014
					41,675
		Oil & Gas: 4.7%
	470		Anadarko Petroleum Corp.		23,199
	134		Apache Corp.		9,371
	3,577		Chevron Corp.		258,689
	1,649		ConocoPhillips		110,978
	437		Devon Energy Corp.		32,063
	238		EOG Resources, Inc.		16,786
	9,698		ExxonMobil Corp.		744,903
	204		Hess Corp.		10,255
	597		Marathon Oil Corp.		56,345
	300	@,@@	Nabors Industries Ltd.		10,128
	150		Noble Corp.		11,588
	876		Occidental Petroleum Corp.		44,098

Shares				Value
	186		Sunoco, Inc.	$	12,678
	300	@	Transocean, Inc.		23,385
	782		Valero Energy Corp.		43,065
	300		XTO Energy, Inc.		15,180
					1,422,711
		Oil & Gas Services: 0.6%
	350		Baker Hughes, Inc.		25,701
	100		BJ Services Co.		3,377
	1,730		Halliburton Co.		58,370
	150	@	National Oilwell Varco, Inc.		9,977
	1,200		Schlumberger Ltd.		82,176
	150	@	Weatherford International Ltd.		6,737
					186,338
		Packaging & Containers: 0.1%
	140		Ball Corp.		5,986
	150		Bemis Co.		5,120
	250	@	Pactiv Corp.		8,613
	116		Sealed Air Corp.		6,903
					26,622
		Pharmaceuticals: 2.6%
	1,650		Abbott Laboratories		76,989
	81		Allergan, Inc.		9,443
	376		AmerisourceBergen Corp.		17,292
	150	@	Barr Pharmaceuticals, Inc.		7,662
	850		Bristol-Myers Squibb Co.		21,106
	433		Cardinal Health, Inc.		27,980
	459		Caremark Rx, Inc.		21,711
	450		Eli Lilly & Co.		24,116
	192	@	Express Scripts, Inc.		13,094
	448	@	Forest Laboratories, Inc.		21,818
	526	@	Gilead Sciences, Inc.		34,674
	162	@	Hospira, Inc.		5,314
	375	@	King Pharmaceuticals, Inc.		6,199
	363	@	Medco Health Solutions, Inc.		18,226
	3,234		Merck & Co., Inc.		143,945
	400		Mylan Laboratories		8,116
	7,904		Pfizer, Inc.		217,281
	2,200		Schering-Plough Corp.		48,422
	90	@	Watson Pharmaceuticals, Inc.		2,310
	1,454		Wyeth		70,199
					795,897
		Pipelines: 0.1%
	600		El Paso Corp.		8,760
	537		Williams Cos., Inc.		14,907
					23,667
		Real Estate: 0.0%
	200	@	CB Richard Ellis Group, Inc.		6,586
	250	@	Realogy Corp.		6,523
					13,109
		Real Estate Investment Trusts: 0.2%
	120		Apartment Investment & Management Co.		6,917
	50		Boston Properties, Inc.		5,853
	370		Equity Office Properties Trust		17,834
	100		Prologis		6,517
	100		Public Storage, Inc.		9,628
	50		Vornado Realty Trust		6,306
					53,055

See Accompanying Notes to Financial Statements
134

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Retail: 2.6%
	50	@	Autozone, Inc.	$	5,681
	245	@	Bed Bath & Beyond, Inc.		9,494
	429		Best Buy Co., Inc.		23,582
	200	@	Big Lots, Inc.		4,462
	208		Circuit City Stores, Inc.		5,192
	474		Costco Wholesale Corp.		24,771
	850		CVS Corp.		24,455
	162		Darden Restaurants, Inc.		6,504
	250		Family Dollar Stores, Inc.		6,973
	1,046		Federated Department Stores, Inc.		44,026
	1,042		Gap, Inc.		19,506
	923		Home Depot, Inc.		35,046
	251		JC Penney Co., Inc.		19,412
	640	@	Kohl's Corp.		44,544
	428		Limited Brands, Inc.		13,563
	1,656		Lowe's Cos., Inc.		49,945
	1,382		McDonald's Corp.		58,003
	424		Nordstrom, Inc.		20,784
	529	@	Office Depot, Inc.		20,028
	100		OfficeMax, Inc.		4,707
	150		RadioShack Corp.		2,630
	90	@	Sears Holding Corp.		15,428
	721		Staples, Inc.		18,364
	1,130	@	Starbucks Corp.		39,878
	945		Target Corp.		54,895
	845		TJX Cos., Inc.		23,170
	1,113		Walgreen Co.		45,065
	2,661		Wal-Mart Stores, Inc.		122,672
	157		Wendy's International, Inc.		5,113
	307		Yum! Brands, Inc.		18,785
					786,678
		Savings & Loans: 0.2%
	1,046		Washington Mutual, Inc.		45,689
					45,689
		Semiconductors: 1.1%
	900	@	Advanced Micro Devices, Inc.		19,413
	678	@	Altera Corp.		13,485
	503		Analog Devices, Inc.		16,358
	1,516		Applied Materials, Inc.		27,258
	538	@	Freescale Semiconductor, Inc.		21,482
	6,252		Intel Corp.		133,480
	200		KLA-Tencor Corp.		10,334
	357		Linear Technology Corp.		11,474
	750	@	LSI Logic Corp.		7,995
	350		Maxim Integrated Products		11,018
	1,250	@	Micron Technology, Inc.		18,250
	320		National Semiconductor Corp.		7,741
	200	@	Novellus Systems, Inc.		6,244
	180	@	Nvidia Corp.		6,658
	238	@	QLogic Corp.		5,296
	300	@	Teradyne, Inc.		4,470
	657		Texas Instruments, Inc.		19,414
	350		Xilinx, Inc.		9,380
					349,750
		Software: 1.8%
	640	@	Adobe Systems, Inc.		25,683
	220	@	Autodesk, Inc.		9,060
	630		Automatic Data Processing, Inc.		30,385
	323	@	BMC Software, Inc.		10,517

Shares				Value
	496		CA, Inc.	$	10,763
	230	@	Citrix Systems, Inc.		6,610
	564	@	Compuware Corp.		4,732
	361	@	Electronic Arts, Inc.		20,162
	200		Fidelity National Information Services, Inc.		7,980
	733		First Data Corp.		18,508
	167	@	Fiserv, Inc.		8,535
	214		IMS Health, Inc.		5,879
	360	@	Intuit, Inc.		11,333
	9,490		Microsoft Corp.		278,315
	415	@	Novell, Inc.		2,606
	4,367	@	Oracle Corp.		83,104
	132	@	Parametric Technology Corp.		2,556
	318		Paychex, Inc.		12,532
					549,260
		Telecommunications: 3.3%
	450		Alltel Corp.		25,533
	4,211		AT&T, Inc.		142,795
	838	@	Avaya, Inc.		10,710
	2,000		BellSouth Corp.		89,180
	171		CenturyTel, Inc.		7,276
	11,427	@	Cisco Systems, Inc.		307,158
	400		Citizens Communications Co.		5,668
	208	@	Comverse Technology, Inc.		4,060
	1,655	@	Corning, Inc.		35,682
	184		Embarq Corp.		9,467
	250	@	JDS Uniphase Corp.		4,620
	550	@	Juniper Networks, Inc.		11,710
	3,606		Motorola, Inc.		79,945
	1,810		Qualcomm, Inc.		66,228
	1,550	@	Qwest Communications International, Inc.		11,920
	3,294		Sprint Nextel Corp.		64,266
	395	@	Tellabs, Inc.		3,966
	3,162		Verizon Communications, Inc.		110,480
	453		Windstream Corp.		6,315
					996,979
		Textiles: 0.0%
	118		Cintas Corp.		4,980
					4,980
		Toys/Games/Hobbies: 0.1%
	224		Hasbro, Inc.		5,992
	464		Mattel, Inc.		10,185
					16,177
		Transportation: 0.4%
	376		Burlington Northern Santa Fe Corp.		28,260
	488		CSX Corp.		17,500
	317		FedEx Corp.		36,591
	410		Norfolk Southern Corp.		20,193
	280		Union Pacific Corp.		25,346
					127,890
Total Common Stock (Cost $12,838,117)					14,314,879

See Accompanying Notes to Financial Statements
135

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XI  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 51.0%
		Federal National Mortgage Association: 51.0%
$	17,800,000		5.000%, due 09/15/09	$	15,589,703
					15,589,703
Total U.S. Government Agency Obligations (Cost $16,084,441)					15,589,703
		U.S. TREASURY OBLIGATIONS: 1.8%
		U.S. Treasury Principal Only STRIP: 1.8%
	620,000		4.460%, due 11/15/09		544,218
					544,218
Total U.S. Treasury Obligations (Cost $540,789)					544,218
Total Long-Term Investments (Cost $29,463,347)					30,448,800
SHORT-TERM INVESTMENTS: 0.9%

		Repurchase Agreement: 0.9%
	278,000	Morgan Stanley Repurchase Agreement dated 11/30/06, 5.290%, due 12/01/06, $278,041 to be received upon repurchase (Collateralized by $290,000 Federal National Mortgage Association, 4.000%-5.200%, Market Value plus accrued interest $292,226, due 02/22/08-06/02/08)	278,000
Total Short-Term Investments (Cost $278,000)			278,000

Total Investments in Securities (Cost $29,741,347)*	100.6	%	$	30,726,800
Other Assets and Liabilities - Net	(0.6	)		(180,045	)
Net Assets	100.0	%	$	30,546,755

@  Non-income producing security

@@  Foreign Issuer

STRIP  Separate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $29,885,316.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	1,555,767
Gross Unrealized Depreciation		(714,283	)
Net Unrealized Appreciation	$	841,484

See Accompanying Notes to Financial Statements
136

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XII  AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares					Value
COMMON STOCK: 42.2%
		Advertising: 0.1%
			150	Omnicom Group	$	15,324
						15,324
		Aerospace/Defense: 1.0%
	399			Boeing Co.		35,323
	272			General Dynamics Corp.		20,356
	70			Goodrich Corp.		3,150
	81			L-3 Communications Holdings, Inc.		6,662
	239			Lockheed Martin Corp.		21,618
	175			Northrop Grumman Corp.		11,713
	385			Raytheon Co.		19,650
	39			Rockwell Collins, Inc.		2,353
	510			United Technologies Corp.		32,910
						153,735
		Agriculture: 0.7%
	1,051			Altria Group, Inc.		88,505
	328			Archer-Daniels-Midland Co.		11,513
	92			Reynolds American, Inc.		5,910
	80			UST, Inc.		4,478
						110,406
		Airlines: 0.0%
	400			Southwest Airlines Co.		6,284
						6,284
		Apparel: 0.2%
	310	@		Coach, Inc.		13,395
	82			Jones Apparel Group, Inc.		2,755
	43			Liz Claiborne, Inc.		1,838
	118			Nike, Inc.		11,676
	44			VF Corp.		3,449
						33,113
		Auto Manufacturers: 0.1%
	824			Ford Motor Co.		6,699
	100			General Motors Corp.		2,923
	165			Paccar, Inc.		10,775
						20,397
		Auto Parts & Equipment: 0.1%
	74	@		Goodyear Tire & Rubber Co.		1,247
	88			Johnson Controls, Inc.		7,157
						8,404
		Banks: 3.2%
	3,061			Bank of America Corp.		164,835
	377			Bank of New York Co., Inc.		13,399
	247			BB&T Corp.		10,623
	156			Capital One Financial Corp.		12,149
	114			Comerica, Inc.		6,641
	40			Commerce Bancorp., Inc.		1,390
	71			Compass Bancshares, Inc.		4,057
	280			Fifth Third Bancorp.		11,040
	32			First Horizon National Corp.		1,276
	107			Huntington Bancshares, Inc.		2,601
	181			Keycorp		6,534
	35			M&T Bank Corp.		4,152
	131			Marshall & Ilsley Corp.		5,998
	208			Mellon Financial Corp.		8,368
	408			National City Corp.		14,729
	240			North Fork Bancorp., Inc.		6,737

Shares					Value
			81	Northern Trust Corp.	$	4,614
	152			PNC Financial Services Group, Inc.		10,745
	498			Regions Financial Corp.		18,252
	161			State Street Corp.		10,003
	179			SunTrust Banks, Inc.		14,615
	142			Synovus Financial Corp.		4,263
	887			US Bancorp.		29,839
	1,288			Wachovia Corp.		69,797
	1,684			Wells Fargo & Co.		59,344
	44			Zions Bancorp.		3,443
						499,444
		Beverages: 0.9%
	523			Anheuser-Busch Cos., Inc.		24,848
	45			Brown-Forman Corp.		3,125
	1,022			Coca-Cola Co.		47,860
	204			Coca-Cola Enterprises, Inc.		4,172
	90	@		Constellation Brands, Inc.		2,518
	20			Molson Coors Brewing Co.		1,422
	115			Pepsi Bottling Group, Inc.		3,602
	824			PepsiCo, Inc.		51,063
						138,610
		Biotechnology: 0.4%
	590	@		Amgen, Inc.		41,890
	150	@		Biogen Idec, Inc.		7,839
	190	@		Celgene Corp.		10,589
	45	@		Genzyme Corp.		2,898
	50	@		Medimmune, Inc.		1,635
	30	@		Millipore Corp.		2,052
						66,903
		Building Materials: 0.1%
	37			American Standard Cos., Inc.		1,658
	179			Masco Corp.		5,136
						6,794
		Chemicals: 0.7%
	40			Air Products & Chemicals, Inc.		2,766
	30			Ashland, Inc.		2,028
	547			Dow Chemical Co.		21,885
	90			Ecolab, Inc.		3,992
	520			EI DuPont de Nemours & Co.		24,404
	34			International Flavors & Fragrances, Inc.		1,602
	302			Monsanto Co.		14,517
	154			PPG Industries, Inc.		9,902
	184			Praxair, Inc.		11,482
	86			Rohm & Haas Co.		4,491
	93			Sherwin-Williams Co.		5,817
	30			Sigma-Aldrich Corp.		2,283
						105,169
		Coal: 0.0%
	130			Peabody Energy Corp.		5,981
						5,981
		Commercial Services: 0.4%
	120	@		Apollo Group, Inc.		4,655
	90	@		Convergys Corp.		2,171
	109			Equifax, Inc.		4,141
	140			H&R Block, Inc.		3,360
	259			McKesson Corp.		12,795
	70	@		Monster Worldwide, Inc.		3,056
	164			Moody's Corp.		11,395
	102			Robert Half International, Inc.		3,936

See Accompanying Notes to Financial Statements
137

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares					Value
		Commercial Services (continued)
			46	RR Donnelley & Sons Co.	$	1,622
	331			Western Union Co.		7,547
						54,678
		Computers: 2.0%
	50	@		Affiliated Computer Services, Inc.		2,528
	70	@		Cognizant Technology Solutions Corp.		5,709
	79	@		Computer Sciences Corp.		4,124
	1,945	@		Dell, Inc.		52,982
	228			Electronic Data Systems Corp.		6,188
	1,165	@		EMC Corp.		15,273
	2,336			Hewlett-Packard Co.		92,179
	1,027			International Business Machines Corp.		94,402
	76	@		Lexmark International, Inc.		5,242
	106	@		NCR Corp.		4,548
	207	@		Network Appliance, Inc.		8,116
	100	@		Sandisk Corp.		4,440
	1,740	@		Sun Microsystems, Inc.		9,431
	244	@		Unisys Corp.		1,759
						306,921
		Cosmetics/Personal Care: 0.8%
	200			Avon Products, Inc.		6,528
	260			Colgate-Palmolive Co.		16,913
	110			Estee Lauder Cos., Inc.		4,542
	1,595			Procter & Gamble Co.		100,150
						128,133
		Distribution/Wholesale: 0.0%
	51			WW Grainger, Inc.		3,690
						3,690
		Diversified Financial Services: 3.8%
	610			American Express Co.		35,819
	114			Ameriprise Financial, Inc.		6,167
	57			Bear Stearns Cos., Inc.		8,691
	524			Charles Schwab Corp.		9,610
	20			Chicago Mercantile Exchange Holdings, Inc.		10,712
	172			CIT Group, Inc.		8,946
	3,348			Citigroup, Inc.		166,027
	310			Countrywide Financial Corp.		12,313
	220	@		E*Trade Financial Corp.		5,295
	486			Fannie Mae		27,717
	29			Federated Investors, Inc.		962
	79			Franklin Resources, Inc.		8,432
	350			Freddie Mac		23,506
	217			Goldman Sachs Group, Inc.		42,272
	120			Janus Capital Group, Inc.		2,431
	2,350			JPMorgan Chase & Co.		108,758
	264			Lehman Brothers Holdings, Inc.		19,449
	445			Merrill Lynch & Co., Inc.		38,906
	544			Morgan Stanley		41,431
	210			SLM Corp.		9,626
	142			T. Rowe Price Group, Inc.		6,153
						593,223
		Electric: 1.3%
	544	@		AES Corp.		12,713
	123	@		Allegheny Energy, Inc.		5,456
	120			Ameren Corp.		6,565

Shares					Value
			254	American Electric Power Co., Inc.	$	10,544
	240			Centerpoint Energy, Inc.		3,924
	130	@		CMS Energy Corp.		2,107
	109			Constellation Energy Group, Inc.		7,478
	110			DTE Energy Co.		5,180
	250	@		Dynegy, Inc.		1,698
	196			Edison International		9,012
	140			Entergy Corp.		12,785
	440			Exelon Corp.		26,721
	217			FirstEnergy Corp.		12,985
	225			PG&E Corp.		10,334
	70			Pinnacle West Capital Corp.		3,454
	244			PPL Corp.		8,869
	50			Progress Energy, Inc.		2,389
	164			Public Service Enterprise Group, Inc.		11,024
	490			Southern Co.		17,763
	130			TECO Energy, Inc.		2,209
	302			TXU Corp.		17,332
	289			Xcel Energy, Inc.		6,635
						197,177
		Electrical Components & Equipment: 0.1%
	203			Emerson Electric Co.		17,600
	80			Molex, Inc.		2,560
						20,160
		Electronics: 0.2%
	258	@		Agilent Technologies, Inc.		8,215
	141			Applera Corp. - Applied Biosystems Group		5,138
	79			Jabil Circuit, Inc.		2,240
	99			PerkinElmer, Inc.		2,145
	130			Symbol Technologies, Inc.		1,927
	213	@		Thermo Electron Corp.		9,336
	78	@		Waters Corp.		3,903
						32,904
		Entertainment: 0.0%
	70			International Game Technology		3,065
						3,065
		Environmental Control: 0.1%
	130	@		Allied Waste Industries, Inc.		1,648
	371			Waste Management, Inc.		13,582
						15,230
		Food: 0.5%
	197			Campbell Soup Co.		7,500
	290			ConAgra Foods, Inc.		7,453
	80	@		Dean Foods Co.		3,426
	304			General Mills, Inc.		17,009
	30			Hershey Co.		1,589
	169			HJ Heinz Co.		7,512
	145			Kellogg Co.		7,218
	342			Kroger Co.		7,339
	98			McCormick & Co., Inc.		3,795
	198			Safeway, Inc.		6,100
	136			Sara Lee Corp.		2,255
	88			Supervalu, Inc.		3,015
	60			Whole Foods Market, Inc.		2,928
						77,139

See Accompanying Notes to Financial Statements
138

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Forest Products & Paper: 0.1%
	250		International Paper Co.	$	8,275
	78		MeadWestvaco Corp.		2,301
	85		Plum Creek Timber Co., Inc.		3,167
	80		Temple-Inland, Inc.		3,128
	40		Weyerhaeuser Co.		2,587
					19,458
		Gas: 0.1%
	100		KeySpan Corp.		4,103
	38		Nicor, Inc.		1,883
	160		NiSource, Inc.		3,946
	162		Sempra Energy		8,829
					18,761
		Hand/Machine Tools: 0.1%
	47		Black & Decker Corp.		4,036
	47		Snap-On, Inc.		2,233
	41		Stanley Works		2,092
					8,361
		Healthcare-Products: 1.2%
	30		Bausch & Lomb, Inc.		1,453
	324		Baxter International, Inc.		14,496
	112		Becton Dickinson & Co.		8,033
	530	@	Boston Scientific Corp.		8,385
	43		CR Bard, Inc.		3,538
	1,471		Johnson & Johnson		96,954
	580		Medtronic, Inc.		30,235
	70	@	Patterson Cos., Inc.		2,598
	67	@	St. Jude Medical, Inc.		2,497
	150		Stryker Corp.		7,779
	110	@	Zimmer Holdings, Inc.		8,026
					183,994
		Healthcare-Services: 0.9%
	372		Aetna, Inc.		15,367
	140	@	Coventry Health Care, Inc.		6,738
	136	@	Humana, Inc.		7,358
	72	@	Laboratory Corp. of America Holdings		5,098
	40		Manor Care, Inc.		1,901
	88		Quest Diagnostics		4,679
	1,146		UnitedHealth Group, Inc.		56,246
	524	@	WellPoint, Inc.		39,651
					137,038
		Home Builders: 0.0%
	30		Lennar Corp.		1,575
					1,575
		Home Furnishings: 0.1%
	40		Harman International Industries, Inc.		4,154
	40		Whirlpool Corp.		3,412
					7,566
		Household Products/Wares: 0.1%
	10		Avery Dennison Corp.		675
	72		Fortune Brands, Inc.		5,825
	227		Kimberly-Clark Corp.		15,089
					21,589

Shares					Value
		Housewares: 0.0%
			122	Newell Rubbermaid, Inc.	$	3,476
						3,476
		Insurance: 2.4%
	140	@@		ACE Ltd.		7,958
	249			Aflac, Inc.		10,991
	424			Allstate Corp.		26,916
	72			AMBAC Financial Group, Inc.		6,166
	1,304			American International Group, Inc.		91,697
	140			AON Corp.		4,995
	282			Chubb Corp.		14,596
	60			Cigna Corp.		7,563
	100			Cincinnati Financial Corp.		4,428
	390			Genworth Financial, Inc.		12,792
	256			Hartford Financial Services Group, Inc.		21,955
	134			Lincoln National Corp.		8,521
	283			Loews Corp.		11,297
	110			Marsh & McLennan Cos., Inc.		3,456
	63			MBIA, Inc.		4,388
	518			Metlife, Inc.		30,422
	54			MGIC Investment Corp.		3,130
	185			Principal Financial Group		10,684
	474			Progressive Corp.		10,689
	324			Prudential Financial, Inc.		26,400
	92			Safeco Corp.		5,572
	467			St. Paul Travelers Cos., Inc.		24,195
	47			Torchmark Corp.		2,971
	205			UnumProvident Corp.		4,198
	80	@@		XL Capital Ltd.		5,690
						361,670
		Internet: 0.3%
	160	@		Amazon.com, Inc.		6,454
	218	@		eBay, Inc.		7,052
	40	@		Google, Inc.		19,397
	454	@		Symantec Corp.		9,625
	120	@		VeriSign, Inc.		3,133
						45,661
		Iron/Steel: 0.2%
	298			Nucor Corp.		17,835
	119			United States Steel Corp.		8,900
						26,735
		Leisure Time: 0.2%
	80			Brunswick Corp.		2,590
	229			Carnival Corp.		11,219
	121			Harley-Davidson, Inc.		8,926
	89			Sabre Holdings Corp.		2,441
						25,176
		Lodging: 0.1%
	168			Marriott International, Inc.		7,585
	44			Starwood Hotels & Resorts Worldwide, Inc.		2,823
	96	@		Wyndham Worldwide Corp.		3,047
						13,455
		Machinery-Construction & Mining: 0.1%
	330			Caterpillar, Inc.		20,470
						20,470

See Accompanying Notes to Financial Statements
139

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares					Value
		Machinery-Diversified: 0.1%
			47	Cummins, Inc.	$	5,636
	40			Deere & Co.		3,840
	98			Rockwell Automation, Inc.		6,378
						15,854
		Media: 1.1%
	535			CBS Corp.		15,916
	220			Clear Channel Communications, Inc.		7,735
	1,050	@		Comcast Corp.		42,483
	50			EW Scripps Co.		2,443
	110			Gannett Co., Inc.		6,547
	1	@		Idearc, Inc.		21
	240			McGraw-Hill Cos., Inc.		15,996
	27			Meredith Corp.		1,461
	1,198			News Corp., Inc.		24,679
	40	@		Univision Communications, Inc.		1,424
	1,416			Walt Disney Co.		46,799
						165,504
		Mining: 0.2%
	100			Freeport-McMoRan Copper & Gold, Inc.		6,287
	100			Phelps Dodge Corp.		12,300
	43			Vulcan Materials Co.		3,815
						22,402
		Miscellaneous Manufacturing: 2.2%
	377			3M Co.		30,710
	65			Cooper Industries Ltd.		5,944
	107			Danaher Corp.		7,824
	119			Dover Corp.		5,986
	160			Eastman Kodak Co.		4,163
	126			Eaton Corp.		9,712
	5,179			General Electric Co.		182,715
	552			Honeywell International, Inc.		23,725
	206			Illinois Tool Works, Inc.		9,723
	144	@@		Ingersoll-Rand Co.		5,617
	80			ITT Corp.		4,316
	100			Leggett & Platt, Inc.		2,378
	98			Parker Hannifin Corp.		8,181
	60			Textron, Inc.		5,847
	1,010	@@		Tyco International Ltd.		30,593
						337,434
		Office/Business Equipment: 0.1%
	99			Pitney Bowes, Inc.		4,563
	838	@		Xerox Corp.		13,827
						18,390
		Oil & Gas: 4.2%
	206			Anadarko Petroleum Corp.		10,168
	60			Apache Corp.		4,196
	1,642			Chevron Corp.		118,749
	756			ConocoPhillips		50,879
	201			Devon Energy Corp.		14,747
	96			EOG Resources, Inc.		6,771
	4,435			ExxonMobil Corp.		340,652
	40			Hess Corp.		2,011
	282			Marathon Oil Corp.		26,615
	160	@,@@		Nabors Industries Ltd.		5,402
	60			Noble Corp.		4,635
	400			Occidental Petroleum Corp.		20,136

Shares					Value
			66	Sunoco, Inc.	$	4,499
	140	@		Transocean, Inc.		10,913
	364			Valero Energy Corp.		20,045
	140			XTO Energy, Inc.		7,084
						647,502
		Oil & Gas Services: 0.5%
	140			Baker Hughes, Inc.		10,280
	50			BJ Services Co.		1,689
	804			Halliburton Co.		27,127
	70	@		National Oilwell Varco, Inc.		4,656
	540			Schlumberger Ltd.		36,979
	60	@		Weatherford International Ltd.		2,695
						83,426
		Packaging & Containers: 0.1%
	71			Ball Corp.		3,036
	60			Bemis Co.		2,048
	100	@		Pactiv Corp.		3,445
	59			Sealed Air Corp.		3,511
						12,040
		Pharmaceuticals: 2.4%
	770			Abbott Laboratories		35,928
	32			Allergan, Inc.		3,731
	182			AmerisourceBergen Corp.		8,370
	60	@		Barr Pharmaceuticals, Inc.		3,065
	400			Bristol-Myers Squibb Co.		9,932
	204			Cardinal Health, Inc.		13,182
	228			Caremark Rx, Inc.		10,784
	180			Eli Lilly & Co.		9,646
	108	@		Express Scripts, Inc.		7,366
	215	@		Forest Laboratories, Inc.		10,471
	233	@		Gilead Sciences, Inc.		15,359
	33	@		Hospira, Inc.		1,082
	181	@		King Pharmaceuticals, Inc.		2,992
	134	@		Medco Health Solutions, Inc.		6,728
	1,485			Merck & Co., Inc.		66,097
	120			Mylan Laboratories		2,435
	3,657			Pfizer, Inc.		100,522
	1,010			Schering-Plough Corp.		22,230
	70	@		Watson Pharmaceuticals, Inc.		1,797
	671			Wyeth		32,396
						364,113
		Pipelines: 0.1%
	280			El Paso Corp.		4,088
	244			Williams Cos., Inc.		6,773
						10,861
		Real Estate: 0.0%
	90	@		CB Richard Ellis Group, Inc.		2,964
	110	@		Realogy Corp.		2,870
						5,834
		Real Estate Investment Trusts: 0.1%
	60			Apartment Investment & Management Co.		3,458
	20			Boston Properties, Inc.		2,341
	170			Equity Office Properties Trust		8,194
	40			Prologis		2,607
	20			Public Storage, Inc.		1,926
	20			Vornado Realty Trust		2,522
						21,048

See Accompanying Notes to Financial Statements
140

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
		Retail: 2.3%
	20	@	Autozone, Inc.	$	2,272
	161	@	Bed Bath & Beyond, Inc.		6,239
	209		Best Buy Co., Inc.		11,489
	90	@	Big Lots, Inc.		2,008
	111		Circuit City Stores, Inc.		2,771
	214		Costco Wholesale Corp.		11,184
	410		CVS Corp.		11,796
	58		Darden Restaurants, Inc.		2,329
	122		Family Dollar Stores, Inc.		3,403
	458		Federated Department Stores, Inc.		19,277
	410		Gap, Inc.		7,675
	422		Home Depot, Inc.		16,023
	111		JC Penney Co., Inc.		8,585
	280	@	Kohl's Corp.		19,488
	198		Limited Brands, Inc.		6,275
	764		Lowe's Cos., Inc.		23,042
	629		McDonald's Corp.		26,399
	180		Nordstrom, Inc.		8,824
	238	@	Office Depot, Inc.		9,011
	60		OfficeMax, Inc.		2,824
	70		RadioShack Corp.		1,227
	40	@	Sears Holding Corp.		6,857
	329		Staples, Inc.		8,380
	514	@	Starbucks Corp.		18,139
	437		Target Corp.		25,385
	388		TJX Cos., Inc.		10,639
	506		Walgreen Co.		20,488
	1,231		Wal-Mart Stores, Inc.		56,749
	80		Wendy's International, Inc.		2,606
	117		Yum! Brands, Inc.		7,159
					358,543
		Savings & Loans: 0.1%
	487		Washington Mutual, Inc.		21,272
					21,272
		Semiconductors: 1.0%
	410	@	Advanced Micro Devices, Inc.		8,844
	303	@	Altera Corp.		6,027
	186		Analog Devices, Inc.		6,049
	690		Applied Materials, Inc.		12,406
	207	@	Freescale Semiconductor, Inc.		8,266
	2,892		Intel Corp.		61,744
	100		KLA-Tencor Corp.		5,167
	152		Linear Technology Corp.		4,885
	280	@	LSI Logic Corp.		2,985
	136		Maxim Integrated Products		4,281
	550	@	Micron Technology, Inc.		8,030
	133		National Semiconductor Corp.		3,217
	90	@	Novellus Systems, Inc.		2,810
	70	@	Nvidia Corp.		2,589
	120	@	QLogic Corp.		2,670
	130	@	Teradyne, Inc.		1,937
	312		Texas Instruments, Inc.		9,220
	170		Xilinx, Inc.		4,556
					155,683
		Software: 1.6%
	260	@	Adobe Systems, Inc.		10,434
	132	@	Autodesk, Inc.		5,436
	281		Automatic Data Processing, Inc.		13,553
	155	@	BMC Software, Inc.		5,047
	204		CA, Inc.		4,427

Shares				Value
	117	@	Citrix Systems, Inc.	$	3,363
	298	@	Compuware Corp.		2,500
	129	@	Electronic Arts, Inc.		7,205
	100		Fidelity National Information Services, Inc.		3,990
	331		First Data Corp.		8,358
	86	@	Fiserv, Inc.		4,395
	90		IMS Health, Inc.		2,472
	184	@	Intuit, Inc.		5,792
	4,331		Microsoft Corp.		127,028
	261	@	Novell, Inc.		1,639
	2,022	@	Oracle Corp.		38,479
	64	@	Parametric Technology Corp.		1,239
	148		Paychex, Inc.		5,833
					251,190
		Telecommunications: 3.0%
	190		Alltel Corp.		10,781
	1,950		AT&T, Inc.		66,125
	389	@	Avaya, Inc.		4,971
	910		BellSouth Corp.		40,577
	87		CenturyTel, Inc.		3,702
	5,204	@	Cisco Systems, Inc.		139,884
	190		Citizens Communications Co.		2,692
	101	@	Comverse Technology, Inc.		1,972
	778	@	Corning, Inc.		16,774
	82		Embarq Corp.		4,219
	110	@	JDS Uniphase Corp.		2,033
	260	@	Juniper Networks, Inc.		5,535
	1,663		Motorola, Inc.		36,869
	832		Qualcomm, Inc.		30,443
	710	@	Qwest Communications International, Inc.		5,460
	1,501		Sprint Nextel Corp.		29,285
	301	@	Tellabs, Inc.		3,022
	1,455		Verizon Communications, Inc.		50,838
	211		Windstream Corp.		2,941
					458,123
		Textiles: 0.0%
	61		Cintas Corp.		2,574
					2,574
		Toys/Games/Hobbies: 0.1%
	124		Hasbro, Inc.		3,317
	256		Mattel, Inc.		5,619
					8,936
		Transportation: 0.4%
	182		Burlington Northern Santa Fe Corp.		13,679
	188		CSX Corp.		6,742
	158		FedEx Corp.		18,238
	185		Norfolk Southern Corp.		9,111
	30		Ryder System, Inc.		1,565
	123		Union Pacific Corp.		11,134
					60,469
Total Common Stock (Cost $5,895,132)					6,519,067

See Accompanying Notes to Financial Statements
141

PORTFOLIO OF INVESTMENTS
ING PRINCIPAL PROTECTION FUND XII  AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 30.0%
		Federal National Mortgage Association: 30.0%
$	2,697,000		4.810%, due 11/15/09	$	2,347,237
	2,651,000		4.950%, due 01/15/10		2,291,047
					4,638,284
Total U.S. Government Agency Obligations (Cost $4,749,066)					4,638,284
		U.S. TREASURY OBLIGATIONS: 27.2%
		U.S. Treasury Principal Only STRIP: 27.2%
	4,834,000		4.690%, due 02/15/10		4,192,664
					4,192,664
Total U.S. Treasury Obligations (Cost $4,211,583)					4,192,664
Total Long-Term Investments (Cost $14,855,781)					15,350,015
SHORT-TERM INVESTMENTS: 0.8%

		Repurchase Agreement: 0.8%
	120,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $120,018 to be received upon repurchase (Collateralized by $119,000 Federal National Mortgage Association, 5.250%, Market Value plus accr ued interest $122,533, due 06/15/08)	120,000
Total Short-Term Investments (Cost $120,000)			120,000

Total Investments in Securities (Cost $14,975,781)*	100.2	%	$	15,470,015
Other Assets and Liabilities - Net	(0.2	)		(27,195	)
Net Assets	100.0	%	$	15,442,820

@  Non-income producing security

@@  Foreign Issuer

STRIP  Seperate Trading of Registered Interest and Principal of Securities

*  Cost for federal income tax purposes is $15,086,848.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	597,343
Gross Unrealized Depreciation		(214,176	)
Net Unrealized Appreciation	$	383,167

See Accompanying Notes to Financial Statements
142

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

Section 15(c) of the Investment Company Act of 1940 (the "1940 Act") provides that, after an initial period, the Principal Protection Funds' existing investment advisory and sub-advisory contracts remain in effect only if the Board of Trustees (the "Board") of ING Equity Trust, including a majority of the Trustees who have no direct or indirect interest in the advisory and sub-advisory contracts, and who are not "interested persons" of the Funds, as such term is defined under the 1940 Act (the "Independent Trustees"), annually review and renew them. In this regard, at a meeting held on November 9, 2006 the Board, including a majority of the Independent Trustees, considered whether to renew the investment advisory contracts (the "Advisory Contracts") between ING Investments, LLC (the "Adviser") and the Funds and the sub-advisory contracts ("Sub-Advisory Contracts") with ING Investment Management Co. ("ING IM" or the "Sub-Adviser").

The Independent Trustees also held separate meetings on October 12, 2006 and November 7, 2006 to consider renewals of the Advisory Contracts and Sub-Advisory Contracts. Thus, references herein to factors considered and determinations made by the Independent Trustees include, as applicable, factors considered and determinations made on those earlier dates.

At the November 9, 2006 meeting, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Funds. In reaching these decisions, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual review process. The Board's determination took into account a number of factors that its members believed, in light of the legal advice furnished to them by Kirkpatrick & Lockhart Preston Gates Ellis LLP ("K&L Gates"), their independent legal counsel, and their own business judgment, to be relevant. Further, while the Advisory Contracts and Sub-Advisory Contracts for all the Funds were considered at the same Board meeting, the Trustees considered each Fund's advisory and sub-advisory relationships separately.

Provided below is an overview of the Board's contract approval process in general, as well as a discussion of certain of the specific factors the Board considered at the November 9, 2006 meeting. While the Board gave its attention to the information furnished, at its request, that was most relevant to its consideration, discussed below are a number of the primary factors relevant to the Board's consideration as to whether to renew the Advisory and Sub-Advisory Contracts for the one-year period ending November 30, 2007. Each Trustee may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Funds' advisory and sub-advisory arrangements.

Overview of the Contract Renewal and Approval Process

In 2003, the Independent Trustees determined to undertake steps to further enhance the process under which the Board determines whether to renew existing advisory and sub-advisory arrangements for the funds in the ING Funds complex, including ING Equity Trust's existing Advisory and Sub-Advisory Contracts, and to approve new advisory and sub-advisory arrangements. Among these measures, the Board: retained the services of an independent consultant with experience in the mutual fund industry to assist the Independent Trustees in working with the personnel employed by the Adviser or its affiliates who administer the Funds ("Management") to identify the types of information presented to the Board to inform its deliberations with respect to advisory and sub-advisory relationships; established the format in which the information requested by the Board is provided to the Board; and determined the process for reviewing such information in connection with the Advisory and Sub-Advisory Contract renewal process. The end result was the implementation of the current process relied upon by the Board to review and analyze information in connection with the annual renewal of the Funds' Advisory and Sub-Advisory Contracts, as well as its review and approval of new advisory relationships.

Since the foregoing approval and renewal process was implemented, the Board regularly has reviewed and refined the process. In addition, the Board established a Contracts Committee and two Investment Review Committees, including the International Equity/Balanced/Fixed-Income Funds Investment Review Committee (the "I/B/F IRC"). The type and format of the information provided to the Board or its counsel to inform its approval and annual review and renewal process has been codified in the Funds' "15(c) Methodology Guide" (the "Methodology Guide"). The Methodology Guide was developed under the direction of the Independent Trustees, and sets out a written blueprint under which the Independent Trustees request certain information necessary to facilitate a thorough and informed review in connection with the annual Advisory and Sub-Advisory Contract renewal process. Management provides Fund-specific information to the Independent Trustees based on t he Methodology Guide through "Fund Analysis and Comparison Tables" or "FACT" sheets prior to the Independent Trustees' review of

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Advisory and Sub-Advisory Contracts. In 2005, the Independent Trustees retained an independent firm to verify and test the accuracy of certain of this information for a representative sample of Funds in the ING Funds complex. The Independent Trustees have determined to conduct such testing periodically.

As part of a regular on-going process, the Board's Contracts Committee recommends or considers recommendations from Management for refinements and other changes to the Methodology Guide and other aspects of the review process, and the Board's Investment Review Committees, including the I/B/F IRC, review benchmarks used to assess the performance of each Fund. The I/B/F IRC also meets regularly with the Adviser and periodically with the Sub-Adviser. The I/B/F IRC may apply a heightened level of scrutiny in cases where performance has lagged a Fund's relevant benchmark and/or peer group of investment companies.

The Board employed its process for reviewing contracts when considering the renewals of the Advisory and Sub-Advisory Contracts that would be effective through November 30, 2007. A number of the Board's primary considerations and conclusions resulting from this process are discussed below.

Nature, Extent and Quality of Service

In determining whether to approve the Advisory Contracts and Sub-Advisory Contracts for the Funds for the year ending November 30, 2007, the Independent Trustees received and evaluated such information as they deemed necessary regarding the nature, extent and quality of services provided to the Funds by the Adviser and ING IM. This included information regarding the Adviser and ING IM provided throughout the year at regular Board meetings, as well as information furnished for the November 9, 2006 Board meeting, which was held specifically to consider contract renewals for the period ending November 30, 2007. In addition, the Board's Independent Trustees also held meetings on October 12 and November 7, prior to the November 9, 2006 meeting of the full Board, to consider the annual renewal of the Advisory and Sub-Advisory Contracts.

The materials requested by and provided to the Board and/or to K&L Gates prior to the November 2006 Board meeting included the following items: (1) FACT sheets for each Fund that provided information about the performance and expenses of the Fund, the performance of the Fund's fixed income benchmark (Lehman Brothers 1-3 Government Index) and its equity benchmark (S&P 500^® Composite Stock Price Index), and the expenses of other similarly managed funds in a selected peer group ("Selected Peer Group"), as well as information about the Fund's investment portfolio, objectives and strategies; (2) the Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which benchmarks and Selected Peer Groups were selected and how profitability was determined; (3) responses from the Adviser and ING IM to a detailed series of questions posed by K&L Gates; (4) copies of each form of Advisory Contract and Sub-Advisory Contract; (5) copies of the Forms ADV for the Adviser and ING IM; (6) financial statements for the Adviser and ING IM; (7) drafts of narrative summaries addressing key factors the Board customarily considers in evaluating the renewals of Advisory Contracts and Sub-Advisory Contracts, including a written analysis for each Fund of how the Fund's performance compares to its designated benchmarks and its fees compare to the fees of the funds in its Selected Peer Group; and (8) other information relevant to the Board's evaluations.

For each Fund, its Class A shares were used for purposes of certain comparisons to the Fund's fixed income benchmark (Lehman Brothers 1-3 Government Index) and its equity benchmark (S&P 500^® Composite Stock Price Index) for all periods presented.

In arriving at its conclusions with respect to the Advisory Contracts, the Board was mindful of the "manager-of-managers" platform of the ING Funds. The Board noted the resources that the Adviser has committed to the Board and the I/B/F IRC to assist the Board and members of the I/B/F IRC with their assessment of the investment performance of the Funds on an ongoing basis throughout the year. This includes the appointment of a Chief Investment Risk Officer and his staff, who report directly to the Board and who have developed attribution analyses and other metrics used by the Investment Review Committees, including the I/B/F IRC, to analyze the key factors underlying investment performance for the Funds.

The Board also noted the techniques used by the Adviser to monitor the performance of ING IM and took note of the pro-active approach that the Adviser, working in cooperation with the I/B/F IRC, has taken to advocate or recommend, when it believed appropriate, changes intended to assist in improving the performance of the Funds.

In considering the Funds' Advisory Contracts, the Board also considered the extent of benefits provided to the Funds' shareholders, beyond advisory services, from being part of the ING family of Funds. This

144

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

includes, in most cases, the right to exchange or transfer investments, without a sales charge, between the same class of shares of such Funds or among Funds available on a product platform, and the wide variety in the types of Funds available for exchange or transfer. The Board also took into account the Adviser's extensive efforts in recent years to reduce the expenses of the ING Funds through re-negotiated arrangements with the ING Funds' service providers.

Further, the Board received periodic reports showing that the investment policies and restrictions for each Fund were consistently complied with and other periodic reports covering matters such as compliance by the Adviser's and ING IM's personnel with codes of ethics. The Board considered reports from the Funds' Chief Compliance Officer ("CCO") evaluating the regulatory compliance systems of the Adviser and ING IM and procedures reasonably designed by them to assure compliance with the federal securities laws, including those related to late trading and market timing, best execution, fair value pricing, proxy voting procedures, and trade allocation, among others. The Board considered the implementation by the Adviser and ING IM of enhanced compliance policies and procedures in response to SEC rule changes and other regulatory initiatives. The Board also took into account the CCO's annual and periodic reports with respect to service provider compliance and his recommendations regarding service providers' compliance programs. In this regard, the Board also considered the policies and procedures developed by the CCO in consultation with the Board's Compliance Committee that guide the CCO's compliance oversight function.

The Board reviewed the level of staffing, quality and experience of each Fund's portfolio management team. The Board took into account the respective resources and reputations of the Adviser and ING IM, and evaluated the ability of the Adviser and the Sub-Adviser to attract and retain qualified investment advisory personnel. The Board also considered the adequacy of the resources committed to the Funds (and other relevant funds in the ING Funds complex) by the Adviser and ING IM, and whether those resources are commensurate with the needs of the Funds and are appropriate to attempt to sustain expected levels of performance, compliance, and other needs.

Based on their deliberations and the materials presented to them, the Board concluded that the advisory and related services provided by the Adviser and ING IM are appropriate in light of the Funds' operations, the competitive landscape of the investment company business, and investor needs, and that the nature and quality of the overall services provided by the Adviser and ING IM were appropriate.

Fund Performance

In assessing advisory and sub-advisory relationships, the Board placed emphasis on the investment performance of each Fund, taking into account the importance of such performance to Fund shareholders. While the Board considered the performance reports and discussions with portfolio managers at Board and Committee meetings during the year, particular attention in assessing performance was given to the Fund FACT sheets furnished in advance of the November meeting of the Independent Trustees. The FACT sheet prepared for each Fund included its investment performance compared to the Lehman Brothers 1-3 Government Index and the S&P 500 Composite Stock Price Index. The Board's findings specific to each Fund's performance are discussed under "Fund-by-Fund Analysis," below.

Economies of Scale

In considering the reasonableness of advisory fees, the Board considered whether economies of scale will be realized by the Adviser as a Fund grows larger and the extent to which this is reflected in the level of management fee rates charged. In this regard, the Board noted that the Funds do not have breakpoint discounts on advisory fees, but do benefit from waivers to or reimbursements of advisory or other fees. The Board considered the extent to which economies of scale could effectively be realized through such waivers, reimbursements, or expense reductions.

Information about Services to Other Clients

The Board requested, and if received considered, information about the nature of services and fee rates offered by the Adviser and ING IM to other clients, including other registered investment companies and institutional accounts. When rates offered to other clients differed materially from those charged to the Funds, the Board considered the underlying rationale provided by the Adviser and/or ING IM for these differences. The Board also noted that the fee rates charged to the Funds and similar institutional clients may differ materially due to the different services and additional regulatory overlay associated with registered investment companies, such as the Funds.

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Fee Rates and Profitability

The Board reviewed and considered each contractual investment advisory fee rate, combined with the administrative fee rate, payable by each Fund to the Adviser. The Board also considered the contractual sub-advisory fee rates payable by the Adviser to ING IM for sub-advisory services. In addition, the Board reviewed and took into account existing and proposed fee waivers and expense limitations applicable to the fees payable by the Funds.

The Board considered the fee structures of the Funds as they relate to the services provided under the Contracts, and the potential fall-out benefits to the Adviser and ING IM, and their respective affiliates, from their association with the Funds. For each Fund, the Board determined that the fees payable to the Adviser and ING IM are reasonable for the services that each performs, which were considered in light of the nature and quality of the services that each has performed and is expected to perform through the year ending November 30, 2007.

For each Fund, the Board considered information on revenues, costs and profits realized by the Adviser, which was prepared by Management in accordance with the allocation methodology (including assumptions) specified in the Methodology Guide. In analyzing the profitability of the Adviser in connection with its services to a Fund, the Board took into account the sub-advisory fee rate payable by the Adviser to ING IM. The Board also considered information that it requested and was provided by Management with respect to the profitability of service providers affiliated with the Adviser, as well as information provided respect to ING IM's profitability.

The Board determined that it had requested and received sufficient information to gain a reasonable understanding regarding the Adviser's and ING IM's profitability. The Board also recognized that profitability analysis is not an exact science and there is no uniform methodology for determining profitability for this purpose. In this context, the Board realized that Management's calculations regarding its costs incurred in establishing the infrastructure necessary for the Funds' operations may not be fully reflected in the expenses allocated to each Fund in determining profitability, and that the information presented may not portray all of the costs borne by Management nor capture Management's entrepreneurial risk associated with offering and managing a mutual fund complex in today's regulatory environment.

Based on the information on revenues, costs, and profitability considered by the Board, after considering the factors described in this section, as well as any remedial actions requested by the Independent Trustees and agreed to by the Adviser, the Board concluded that the profits, if any, realized by the Adviser and ING IM were not excessive.

Fund-by-Fund Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 2006 meeting in relation to renewing each Fund's current Advisory Contract and its Sub-Advisory Contract for the year ending November 30, 2007. These specific factors are in addition to those considerations discussed above.

In each case, the performance of the Fund's fixed income and equity components was compared to its fixed income and equity benchmarks, respectively. Each Fund's management fees and expense ratios were compared to the fees and expense ratios of the funds in its Selected Peer Group. In analyzing performance data for each Principal Protection Fund, the Board noted the difficulty of identifying a peer group of comparable mutual funds given the unique nature of each Fund, including the interest rate and market environment in place at the time the Fund commenced operations.

ING Index Plus LargeCap Equity Fund (formerly, ING Principal Protection Fund)

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component outperformed its fixed income benchmark for the most recent calendar quarter and year-to-date periods, but underperformed its fixed income benchmark for the one- and three-year periods; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to

146

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group.

In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that (1) the Fund's expense ratio is more favorable due to the attractive rate that the Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement; and (2) in October 2006, in connection with the start of the Fund's Index Plus Large Cap period, the Fund's management fee will be reduced.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Principal Protection Fund II

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund II, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for the one- and three-year periods, but outperformed for the most recent calendar quarter and year-to-date periods; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund II, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund II, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive principa l guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that the Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Principal Protection Fund III

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund III, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund III, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund III, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive principal guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund that invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate th at the Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

ING Principal Protection Fund IV

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund IV, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund IV, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund IV, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive principa l guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that the Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Principal Protection Fund V

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund V, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund V, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund V, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

principal guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that th e Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Principal Protection Fund VI

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund VI, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund VI, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund VI, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive principa l guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that th e Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement.

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Principal Protection Fund VII

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund VII, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund VII, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund VII, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive princi pal guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that th e Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund VIII, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixe d income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund VIII, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including

151

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

the expense ratio to be borne by shareholders) of ING Principal Protection Fund VIII, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is equal to the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive principal guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.< /font>

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that th e Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions. During this renewal process, different Board members may have give n different weight to different individual factors and related conclusions.

ING Principal Protection Fund VIII

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund VIII, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund VIII, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund VIII, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is equal to the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive p rincipal guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent

152

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that the Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Principal Protection Fund IX

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund IX, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund IX, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund IX, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and equal to the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations th at: (1) the Fund's expense ratio is more favorable due to the attractive principal guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that th e Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MB IA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for

153

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Principal Protection Fund X

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund X, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund X, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund X, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and equal to the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive p rincipal guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the F und's expense ratio is more favorable due to the attractive rate that the Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MB IA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Principal Protection Fund XI

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund Xl, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund Xl, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund Xl, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is equal to the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense

154

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive principal guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that th e Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MB IA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Principal Protection Fund XII

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund XII, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund's fixed income component underperformed its fixed income benchmark for all periods presented; and (2) the Fund's equity component underperformed its equity benchmark for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Principal Protection Fund XII, the Board considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Principal Protection Fund XII, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is equal to the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing the Fund's management fee and expense ratio, the Board took into account Management's representations that: (1) the Fund's expense ratio is more favorable due to the attractive pri ncipal guarantee that the Adviser was able to negotiate with the entity guaranteeing the Fund's Guaranteed Amount; and (2) the Adviser bears the risk of reduced fee revenue resulting from redemptions during the Guarantee Period, a period of time during which there are no sales of Fund shares.

In analyzing the Fund's performance, the Board noted Management's representations that, unlike more conventional mutual funds, during its Guarantee Period the Fund's primary focus is preserving at least the principal amount of the Fund at the inception of the Guarantee Period while at the same time participating in equity markets to the extent consistent with that focus, and this can cause its performance to differ from the performance it may have attained had the Fund invested solely in equities or solely in fixed income instruments without regard to principal protection. The Board also considered that the extent to which the Fund is able to participate in upward movements of the equity markets is affected by a number of factors, including interest rates and the performance of its equity component. The Board also took into account

155

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Management's representations that the Fund's expense ratio is more favorable due to the attractive rate that the Adviser was able to negotiate with MBIA for the principal guarantee, reflecting, in part, MBIA's high degree of confidence in the Adviser's ability to manage the Fund in a manner consistent with MBIA's requirements under its guarantee agreement.

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

156

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ING Funds Distributor, LLC offers the funds listed below. Before investing in a fund, shareholders should carefully review the fund's prospectus. Investors may obtain a copy of a prospectus of any ING Fund by calling (800) 992-0180 or by going to www.ingfunds.com.

Domestic Equity and Income Funds

ING Balanced Fund

ING Growth and Income Fund

ING Real Estate Fund

Domestic Equity Growth Funds

ING 130/30 Fundamental Research Fund

ING Disciplined LargeCap Fund

ING Fundamental Research Fund

ING Growth Fund

ING LargeCap Growth Fund

ING MidCap Opportunities Fund

ING Opportunistic LargeCap Fund

ING SmallCap Opportunities Fund

ING Small Company Fund

Domestic Equity Index Funds

ING Index Plus LargeCap Fund

ING Index Plus MidCap Fund

ING Index Plus SmallCap Fund

Domestic Equity Value Funds

ING Financial Services Fund

ING LargeCap Value Fund

ING MagnaCap Fund

ING MidCap Value Fund

ING SmallCap Value Fund

ING SmallCap Value Choice Fund

ING Value Choice Fund

Fixed-Income Funds

ING GNMA Income Fund

ING High Yield Bond Fund

ING Intermediate Bond Fund

ING National Tax-Exempt Bond Fund

Global Equity Funds

ING Global Equity Dividend Fund

ING Global Natural Resources Fund

ING Global Real Estate Fund

ING Global Science and Technology Fund

ING Global Value Choice Fund

International Equity Funds

ING Emerging Countries Fund

ING Foreign Fund

ING Greater China Fund

ING Index Plus International Equity Fund

ING International Fund

ING International Capital Appreciation Fund

ING International Growth Fund

ING International Real Estate Fund

ING International SmallCap Fund

ING International Value Fund

ING International Value Choice Fund

ING Russia Fund

Global and International Fixed-Income Funds

ING Emerging Markets Fixed Income Fund

ING Global Bond Fund

International Fund-of-Funds

ING Diversified International Fund

Loan Participation Fund

ING Senior Income Fund

Money Market Funds*

ING Aeltus Money Market Fund

ING Classic Money Market Fund

Strategic Allocation Funds

ING Strategic Allocation Conservative Fund

ING Strategic Allocation Growth Fund

ING Strategic Allocation Moderate Fund

*  An investment in a Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

Investment Adviser

ING Investments, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

Administrator

ING Funds Services, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

Transfer Agent

DST Systems, Inc.
P.O. Box 419368
Kansas City, Missouri 64141

Custodian

The Bank of New York
One Wall Street,
New York, New York 10286

Legal Counsel

Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006

For more complete information, or to obtain a prospectus on any ING fund, please call your Investment Professional or ING Funds Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully before investing. Consider the fund's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this information and other information about the funds. Check with your Investment Professional to determine which funds are available for sale within their firm. Not all funds are available for sale at all firms.

PRSAR-UDEPPFABCQ     (1106-011007)

OMB APPROVAL
OMB Number: 3235-0570
Expires: September 30, 2007
Estimated average burden hours per response: 19.3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05629

ING Investment Funds, Inc.

(Exact name of registrant as specified in charter)

7337 E. Doubletree Ranch Rd., Scottsdale, AZ 85258
(Address of principal executive offices)      (Zip code)

CT Corporation System, 300 E. Lombard Street, Baltimore, MD 21201
(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-992-0180

Date of fiscal year end:       May 31

Date of reporting period:       June 1, 2006 to November 30, 2006

Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):

Funds

Semi-Annual Report

November 30, 2006

Classes A, B, C, I, M, O and Q

Domestic Equity and Income Fund

•  ING Real Estate Fund

Domestic Equity Growth Funds

•  ING Disciplined LargeCap Fund

•  ING Fundamental Research Fund

•  ING LargeCap Growth Fund

•  ING MidCap Opportunities Fund

•  ING Opportunistic LargeCap Fund

•  ING SmallCap Opportunities Fund

Domestic Equity Value Funds

•  ING Financial Services Fund

•  ING LargeCap Value Fund

•  ING MagnaCap Fund

•  ING MidCap Value Fund

•  ING MidCap Value Choice Fund

•  ING SmallCap Value Fund

•  ING SmallCap Value Choice Fund

 E-Delivery Sign-up – details inside

This report is submitted for general information to shareholders of the ING Funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the funds’ investment objectives, risks, charges, expenses and other information. This information should be read carefully.

TABLE OF CONTENTS

President’s Letter	1
Market Perspective	2
Portfolio Managers’ Reports	4
Shareholder Expense Examples	32
Statements of Assets and Liabilities	38
Statements of Operations	46
Statements of Changes in Net Assets	50
Financial Highlights	57
Notes to Financial Statements	90
Portfolios of Investments	114
Advisory Contract Approval Discussion	140

Go Paperless with E-Delivery!

Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs.

Just go to www.ingfunds.com, click on the E-Delivery icon from the home page, follow the directions and complete the quick 5 Steps to Enroll.

You will be notified by e-mail when these communications become available on the internet. Documents that are not available on the internet will continue to be sent by mail.

(THIS PAGE INTENTIONALLY LEFT BLANK)

PRESIDENT’S LETTER

Dear Shareholder,

In its recent meetings, the Federal Reserve Board (the “Fed”) ceased its two-year trend of raising interest rates. That trend — a string of 17 consecutive interest rate hikes — was seen by many analysts as a sign that the Fed was concerned about containing inflation.

Now, the Fed is choosing to neither raise nor lower interest rates, which puts us in the midst of what economists refer to as a “plateau.” Historically, there have been six similar plateaus since 1982 and during four of those periods the Standard & Poors 500^® Composite Stock Price Index (“S&P 500^® Index”) rose significantly during plateau periods.

It has been an interesting — if not unpredictable — year for equity investors. In May of 2006, the S&P 500^® Index hit a five-year high that surprised many at the time because we were in a climate of slumping housing prices and escalating interest rates. This was followed by a slight correction and market drift for a couple of months. A strong rally has been experienced in the second half of the year driven in part by the dollar decline and the more stable interest rate environment. Many economists believe that these conditions will be positive for the stock market for the next twelve months.

Whatever the future holds, we at ING Funds continue to work hard to provide you, the investor, with an array of investment choices that enable you to build a smart and diversified portfolio. We also continue to expand and improve our customer service department to ensure that your needs are met promptly and that we indeed continue to make attaining your future goals easier.

On behalf of everyone here at ING Funds, I thank you for your continued support.

Sincerely,

Shaun P. Mathews

President

ING Funds

December 18, 2006

The views expressed in the President’s Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and ING Funds disclaims any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for an ING Fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any ING Fund. Reference to specific company securities should not be construed as recommendations or investment advice.

For more complete information, or to obtain a prospectus on any ING fund, please call your Investment Professional or ING Funds Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully before investing. Consider the fund’s investment objectives, risks, charges and expenses. The prospectus contains this information and other information about the fund. Check with your Investment Professional to determine which funds are available for sale within their firm. Not all funds are available for sale at all firms.

1

MARKET PERSPECTIVE:      SIX MONTHS ENDED NOVEMBER 30, 2006

In our report for the last fiscal year, we described how, three weeks before it ended, investors suddenly took fright that inflation fighting central bankers would raise interest rates by too much and strangle global growth. We asked whether the sharp correction was just that, or the start of something big. In the end it proved to be the former, but it was not until nearly mid-October that the May 9, 2006 high was recaptured, with most markets adding to their gains from there. For the first six months ended November 30, 2006, global stocks according to the Morgan Stanley Capital International (“MSCI”) World Index^SM(1) with net reinvested dividends rose 10.9%. In currencies, the dollar was mixed, gaining 2.8% against the yen, but losing 3.4% against the euro and 5.2% to the pound sterling after these currencies surged in late November.

U.S. equities in the form of the Standard & Poors 500^® Composite Stock Price Index (“S&P 500^® Index”)⁽²⁾, returned 11.3% including dividends for the six months ended November 30, 2006. Stocks had actually become cheaper in the last 12 months as corporate profits had been rising faster than prices. However, for a time, investors seemed only to have eyes for interest rates. After sixteen consecutive interest rate increases since June 2004, a barrage of hawkish rhetoric from the Federal Open Market Committee (“FOMC”) in May had sent stocks reeling. The problem was that the economy was already cooling, evidenced especially by a slumping housing market that had driven much of the consumer spending in the last few years, spending that was now also under threat from record oil prices. By June 13, 2006, the market had fallen by 7.7% from its highest level. However, the seventeenth interest rate increase on June 29, 2006, was accompanied by balanced language, reviving hopes that the FOMC might at last be finished raising interest rates. A tentative recovery was interrupted when renewed conflict in the Middle East sent the price of a barrel of oil to another all-time peak on July 14, 2006. Nevertheless, peace of sorts ultimately returned and as summer driving demand and the hurricane damage threat subsided, the oil prices dropped as much as 27% from their pinnacle and spent much of November below $60 per barrel. The FOMC indeed refrained from raising interest rates on August 8 and again took no action in September and October, although its members frequently felt the need to remind us that inflation was still uncomfortably elevated. Housing data continued to deteriorate and in October new and existing home prices were falling at the fastest rate in decades, while the stock of unsold homes rose through November. Gross Domestic Product (“GDP”) growth in the third calendar quarter slowed to 2.2% and Wal-Mart reported its first decline in same store sales in over ten years. So in the face of all this gloom, why were stocks in a clear up-trend to a six-year high by the last days of November? For one thing, the pull back in oil prices promised to leave more money in the pockets of consumers. Interest rates were now falling fast at the long end, which made stocks look relatively more attractive and raised the present value of future corporate profits. Speaking of which, corporate profits registered their thirteenth straight quarter of double-digit year-over-year growth and for the economy as a whole, reached 12.44% of GDP, the biggest share since the 1950s. Despite the worrying news, equity investors saw this market as a glass that was distinctly half-full.

The main international markets also advanced, based on MSCI indices in local currencies including net dividends. Sustained growth and an end to inflation had pushed Japan to almost a 15-year high in April. As in the U.S., stocks had been falling as the fiscal year started, on U.S. interest rate fears combined with signals from the Bank of Japan, followed by the reality on July 14, that local interest rates would rise for the first time in six years. The economic data were still mostly positive, but getting past their prime. By the end of November, household spending was falling fast and the government lowered its evaluation of the economy for the first time in nearly two years. For the six months, the market rose 3.8%. European ex UK markets had been supported by broadly based mergers and acquisitions amid clear signs of improving growth and employment. However, from their May 9 top, events in the U.S. and a 25 basis point increase in euro interest rates as inflation remained stubbornly above 2%, sent stocks down 6.9% by mid-June. From there however, markets turned around smartly, even as the European Central Bank raised rates on two more occasions. Business confidence was strong and unemployment fell to the lowest level in five years. Merger and acquisition activity rolled on, heartening investors while suggesting that stocks were not particularly expensive. For the half-year, markets touched January 2001 levels and added 11.8% for the six months ended November 30, 2006. UK equities had been boosted by the large acquisition-prone financial sector, as well as the sizeable energy and vibrant materials sectors. The

2

MARKET PERSPECTIVE:      SIX MONTHS ENDED NOVEMBER 30, 2006

reversal in the latter two exacerbated the global retrenchment brought on by interest rate worries after May 9 and UK stocks sank 9.3% by mid-June. As in Japan and the Eurozone, the Bank of England raised rates, twice to 5%, as inflation climbed above target, GDP growth returned to trend, and housing prices, an important demand generator, continued their recovery. This re-energized investors and led again by financials, the market surpassed its best levels of 2006, revisited those of December 2000 and finished up 7.7% for the half-year.

⁽¹⁾ The MSCI World^® Index is an unmanaged index that measures the performance of over 1,400 securities listed on exchanges in the U.S., Europe, Canada, Australia, New Zealand and the Far East.

⁽²⁾ The Standard & Poor’s 500^® Composite Stock Price Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

All indices are unmanaged and investors cannot invest directly in an index.

Past performance does not guarantee future results. The performance quoted represents past performance. Investment return and principal value of an investment will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The Funds’ performance is subject to change since the period’s end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.ingfunds.com to obtain performance data current to the most recent month end.

Market Perspective reflects the views of the ING Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.

3

ING REAL ESTATE FUND

PORTFOLIO MANAGERS’ REPORT

The ING Real Estate Fund (the “Fund”) seeks total return consisting of long-term capital appreciation and current income. The Fund is managed by T. Ritson Ferguson, CFA and Joseph P. Smith, CFA, Portfolio Managers, of ING Clarion Real Estate Securities L.P. — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 27.23% compared to the Morgan Stanley Capital International U.S. REIT Index (“MSCI U.S. REIT^® Index”), which returned 28.57%, for the same period.

Portfolio Specifics: During the last six months the Fund underperformed its benchmark due primarily to unfavorable property sector allocation and the drag on performance of our modest cash position. In a market that rose over 28%, our cash position which averaged just over 1.5% accounted for half of the shortfall of our net performance versus the benchmark. An underweight in the health care sector, which rose 34.4% in the period and an overweight in the hotel sector, which rose 19.3%, were main components of the Fund’s negative sector allocation effects. On the positive side, our overweight in the office sector, which was the second best performing sector, up 34.6%, helped

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

performance. Security selection was a slightly positive contributor for the period. Our selections in the office and mall sectors were significantly positive contributors during the period. In the office sector we benefited from the privatization of several large holdings at premium prices including Trizec Hahn and CarrAmerica. In the mall sector, our decision to eliminate our position in Mills Corporation, which fell (31)%, was clearly a good one. Unfortunately, our holdings in the hotel sector hurt relative performance. In particular, our investment in Starwood Lodging, which fell (4.9)% over the last six months despite delivering positive operating growth, hurt the fund’s performance. Our overall performance for the trailing twelve months is in the top quartile relative to the Lipper Median for all real estate funds for the same period.

Current Strategy and Outlook: Overall, 2006 has proven to be yet another good year for real estate stocks. Returns lately have been well above historical averages and have exceeded the returns for the broader equity market for several years. We expect real estate stock returns in 2007 to return to more normal levels. There is still an enormous amount of capital looking to invest in real estate. During the last two years there have been many REIT takeovers by private equity firms, suggesting that REITs are not overvalued relative to private market real estate values.

We are overweight the apartment and office property sectors, which we expect to benefit the most from an environment of positive economic growth and stable to mildly rising interest rates. We have reduced our exposure to the retail and the industrial sectors. REITs still offer an attractive source of high current income relative to other equities. Earnings growth is positive and accelerating. Given our outlook for continued economic growth and historically low interest rates, we look for continued positive returns from an actively managed portfolio of real estate stocks.

Top Ten Holdings

as of November 30, 2006

(as a percent of net assets)

     Simon Property Group, Inc. 6.5%     

     Boston Properties, Inc. 5.2%     

     Equity Office Properties Trust 5.0%     

     Prologis 4.9%     

     Archstone-Smith Trust 4.7%     

     Vornado Realty Trust 4.5%     

     Equity Residential 4.1%     

     Host Hotels & Resorts, Inc. 4.1%     

     Public Storage, Inc. 4.0%     

     AvalonBay Communities, Inc. 3.8%     

Portfolio holdings are subject to change daily.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

4

ING REAL ESTATE FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
								Since Inception			Since Inception			Since Inception			Since Inception			Since Inception
								of Class A			of Class B			of Class C			of Class I			of Class O
		1 Year			5 Year			December 20, 2002			November 20, 2002			January 17, 2003			December 31, 1996			September 15, 2004
Including Sales Charge:
	Class A(1)		30.81	%		—			28.62	%		—			—			—			—
	Class B(2)		32.81	%		—			—			28.82	%		—			—			—
	Class C(3)		36.78	%		—			—			—			30.90	%		—			—
	Class I		39.24	%		25.16	%		—			—			—			15.66	%		—
	Class O		38.79	%		—			—			—			—			—			32.69	%
Excluding Sales Charge:
	Class A		38.79	%		—			30.56	%		—			—			—			—
	Class B		37.81	%		—			—			29.05	%		—			—			—
	Class C		37.78	%		—			—			—			30.90	%		—			—
	Class I		39.24	%		25.16	%		—			—			—			15.66	%		—
	Class O		38.79	%		—			—			—			—			—			32.69	%
	MSCI U.S. REIT® Index(4)		38.30	%		24.29	%		29.96	%(5)		29.52	%(6)		31.66	%(7)		14.69	%(8)		29.43	%(9)

The table above illustrates the total return of ING Real Estate Fund against the index indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 2% for the 1 year and since inception returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾The MSCI U.S. REIT^® Index is a free float-adjusted market capitalization weighted index that is comprised of equity real estate investment trusts that are included in the MSCI U.S. Investable Market 2500 Index (with the exception of specialty REITs that do not generate a majority of their revenue and income from real estate rental and leasing obligations). The index represents approximately 85% of the U.S. REIT market.

⁽⁵⁾Since inception for the index is shown from January 1, 2003.

⁽⁶⁾Since inception for the index is shown from December 1, 2002.

⁽⁷⁾Since inception for the index is shown from February 1, 2003.

⁽⁸⁾Since inception for the index is shown from January 1, 1997.

⁽⁹⁾Since inception for the index is shown from September 1, 2004.

5

ING DISCIPLINED LARGECAP FUND

PORTFOLIO MANAGERS’ REPORT

The ING Disciplined LargeCap Fund (the “Fund”) seeks capital appreciation. The Fund is managed by Omar Aguilar, Ph.D. and Vincent Costa⁽¹⁾, Portfolio Managers, of ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 10.85% compared to Standard & Poor’s 500^® Composite Stock Price Index (“S&P 500^® Index”), which returned 11.33% for the same period.

Portfolio Specifics: During the period, the Fund’s relative performance benefited from both sector allocations and security selection. An underweight position in industrials and overweight position in consumer staples and consumer discretionary helped. Superior security selection in telecommunication services, information technology and consumer discretionary also benefited the Fund. By contrast, underweight positions in telecommunication services, information technology and utilities acted as a drag during the period. The Fund also gave up some of the gains it accumulated in consumer staples and industrials as security selection in these sectors was unfavorable.

An overweight position in Cisco Systems, Inc. a supplier of data-networking equipment and software, was one of the main contributors to performance. The company introduced a high-end video conferencing product, which many believe will become a

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

billion dollar business in five to seven years. It also acquired some key companies during the period. After the company reported better-than-expected earnings for the first quarter, several analysts upgraded the stock and raised price estimates for the company. Bell South Corp., another overweight position, helped the Fund. The company’s stock moved higher as merger talks with AT&T, Inc. stimulated buyers. The firm’s third-quarter profit rose 30%, which included profits from its stake in Cingular Wireless.

By comparison, an underweight position in Apple Computer, a personal computer, software, peripherals and portable digital music player manufacturer, hurt the Fund’s relative returns. The stock performed well as profits rose 27% due to strong sales of its iPod digital music player and record shipments of its Macintosh computer. Shares also rose in anticipation of the new iPod phone technology.

An underweight position in Verizon Communications, Inc., a telecommunications and internet company, also detracted from relative performance. The company reported a 2.8% rise in its third-quarter profits as it added new wireless customers. Shares rose as the company showed increased faith in its investment in fiber networks. The company believes its overall investment in fiber optics will generate a positive contribution to earnings by financial year 2008.

Current Strategy and Outlook: Our research builds a portfolio with fundamental characteristics that we believe will translate into a performance advantage over the benchmark. The Fund is structured to capitalize on what we believe are high-quality companies with superior business momentum, earnings growth and attractive valuations.

As of November 30, 2006, the Fund was overweight financials, energy and consumer discretionary and underweight consumer staples and information technology. However, our sector exposures are a function of individual stock selection and by design quite close to the S&P 500^® Index.

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     ExxonMobil Corp. 4.6%     

     General Electric Co. 2.9%     

     Citigroup, Inc. 2.8%     

     Bank of America Corp. 2.8%     

     JPMorgan Chase & Co. 2.0%     

     Cisco Systems, Inc. 1.9%     

     Microsoft Corp. 1.9%     

     Chevron Corp. 1.8%     

     International Business Machines Corp. 1.7%     

     Procter & Gamble Co. 1.5%     

*
Excludes short-term investments related to securities lending
collateral.

Portfolio holdings are subject to change daily.

⁽¹⁾ Effective December 31, 2006, Douglas Cotè resigned as portfolio manager to the Fund and was replaced by Vincent Costa.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

6

ING DISCIPLINED LARGECAP FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
								Since Inception
								of Class A, B and C
		1 Year			5 Year			December 30, 1998
Including Sales Charge:
	Class A(1)		5.94	%		3.80	%		1.17	%
	Class B(2)		6.41	%		3.94	%		1.19	%
	Class C(3)		10.41	%		4.28	%		1.19	%
Excluding Sales Charge:
	Class A		12.37	%		5.04	%		1.92	%
	Class B		11.41	%		4.28	%		1.19	%
	Class C		11.41	%		4.28	%		1.19	%
	S&P 500® Index(4)		14.23	%		6.08	%		3.28	%(5)

The table above illustrates the total return of ING Disciplined LargeCap Fund against the index indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 2% for the 1 year and 5 year returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾Since inception performance for index is shown from January 1, 1999.

Prior to August 1, 2001, the Fund was managed by a different sub-adviser.

7

ING FUNDAMENTAL RESEARCH FUND

PORTFOLIO MANAGERS’ REPORT

The ING Fundamental Research Fund (the “Fund”) seeks to maximize total return. The Fund is managed by Christopher Corapi, Portfolio Manager, of ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 8.17% compared to Standard & Poor’s 500^® Composite Stock Price Index (“S&P 500^® Index”), which returned 11.33%, for the same period.

Portfolio Specifics: The Fund benefited from favorable stock selection in telecommunication services and financials. In financials, our position in the insurance industry had the largest positive impact on performance. By contrast, the Fund underperformed its benchmark largely due to weak stock selection in technology and energy. Our energy holdings were hurt by a sharp and unanticipated sell off in crude and natural gas during the third quarter as cooler weather allowed natural gas inventories to build, and the Gulf of Mexico was untouched by severe weather for the first time in several years.

Our decision not to own Sprint Nextel Corp. had a positive impact on relative performance. The stock struggled for the majority of this year due to concerns over the company’s integration with Nextel. In addition, our position in AT&T, Inc. continued to appreciate as the company benefited from improved wireline performance and expectations of margin recovery at Cingular Wireless. Axis Capital Holdings Ltd., a global insurance and reinsurance company, was another position that aided performance. The company reported better-than-expected second-quarter results and was also a beneficiary of the mild hurricane season. We sold out of our position in October as the stock had reached our price target.

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

By comparison, Yahoo!, Inc. and Motorola, Inc. were two technology names that had a negative impact on performance. In the third quarter, Yahoo!, Inc. was hurt by weakness in search and brand advertising and concerns over the delayed launch of Panama, a new search system. Due to a lack of positive catalysts for the stock we decided to replace it with Google, Inc. which we believe to be a better long-term investment in the on-line advertising space. Motorola’s stock declined as mobile phone sales in the third quarter failed to meet the Street’s expectations. We believe that this sell off was an overreaction to a short term inventory issue with one of its customers and should not impact fourth-quarter results. Within energy, our investment in Evergreen Energy, a company with a potentially revolutionary coal cleaning process, underperformed as management failed to deliver on performance milestones that we viewed were well within their reach. We are in the process of eliminating our position.

Current Strategy and Outlook: Currently, the Fund is positioned in companies that we believe have strong or improving competitive positions, robust end markets and/or superior capital allocation opportunities. Furthermore, we believe each stock possesses an attractive valuation and a clear catalyst to improve it. Top holdings include Altria Group, Inc., Motorola, Inc., General Cable Corp., Cooper Industries Ltd., AT&T, Inc. (mentioned above), and St. Jude Medical, Inc.

After years of underperformance, Motorola has managed an impressive turnaround through product innovation, cost cutting and divestures. We expect continued revenue growth going forward due to a solid product

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     ExxonMobil Corp. 3.2%     

     Microsoft Corp. 2.9%     

     Altria Group, Inc. 2.8%     

     American International Group, Inc. 2.6%     

     AT&T, Inc. 2.5%     

     Citigroup, Inc. 2.5%     

     Bank of America Corp. 2.4%     

     General Electric Co. 2.3%     

     Procter & Gamble Co. 2.2%     

     Motorola, Inc. 2.1%     

*
Excludes short-term investments related to repurchase
agreement.

Portfolio holdings are subject to change daily.

lineup and strong global demand for handsets. In addition, Motorola we believe should benefit from a weak product portfolio offered by its competitors, particularly Nokia, which will not be rectified in time for the holiday season. We believe that there is substantial upside for Altria due to its attractive and stable yield. Additionally, the recent ease in litigation risk should allow the company’s planned break-up to occur sooner than expected. We also continue to favor electrical equipment companies including General Cable Corp. and Cooper Industries Ltd. who are beneficiaries of spending by utility companies on energy infrastructure. Finally, we see significant upside potential in St. Jude Medical as their robust product line should allow them to continue to gain share in the implantable cardioverter defibrillator (“IDC”) market. IDC devices are used to treat patients with irregular heartbeats and heart failure.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

8

ING FUNDAMENTAL RESEARCH FUND

PORTFOLIO MANAGERS’ REPORT

Cumulative Total Returns for the Periods Ended November 30, 2006
		Since Inception			Since Inception			Since Inception			Since Inception
		of Class A			of Class B			of Class C			of Class I
		December 28, 2005			February 6, 2006			April 17, 2006			July 18, 2006
Including Sales Charge:
	Class A(1)		3.58	%		—			—			—
	Class B(2)		—			2.49	%		—			—
	Class C(3)		—			—			4.92	%		—
	Class I		—			—			—			12.59	%
Excluding Sales Charge:
	Class A		9.90	%		—			—			—
	Class B		—			7.49	%		—			—
	Class C		—			—			5.92	%		—
	Class I		—			—			—			12.59	%
	S&P 500® Index(4)		14.19	%(5)		11.25	%(6)		8.13	%(7)		10.50	%(8)

The table above illustrates the total return of ING Fundamental Research Fund against the index indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% for the since inception return.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the since inception return.

⁽⁴⁾The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾Since inception performance for index is shown from December 28, 2005.

⁽⁶⁾Since inception performance for index is shown from February 1, 2006.

⁽⁷⁾Since inception performance for index is shown from May 1, 2006.

⁽⁸⁾Since inception performance for index is shown from August 1, 2006.

9

ING LARGECAP GROWTH FUND

PORTFOLIO MANAGERS’ REPORT

The ING LargeCap Growth Fund (the “Fund”) seeks long-term capital appreciation. The Fund is managed by Andrew J. Schilling and John A. Boselli, Portfolio Managers at Wellington Management Company, LLP — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 6.87% compared to the Russell 1000^® Growth Index and the Russell 1000^® Index, which returned 9.29% and 11.09%, respectively, for the same period.

Portfolio Specifics: Equity markets posted a strong return for the period. US large cap equities performed well, up 11.1% as measured by the Russell 1000^® Index, and, in a change of leadership, outpaced smaller companies as the small cap Russell 2000 rose 9.7%. Value stocks continued to lead their growth oriented peers, with the broad market Russell 3000 Value finishing ahead of the Russell 3000 Growth by nearly four percentage points. Every sector in the Russell 1000^® Growth but one finished with positive returns, led by technology which was up by 14.6%, utilities which were up by 12.7%, and financials which were up by 12.1%. The lone negative sector was energy, which fell 0.3% in aggregate.

Poor security selection was the main source of underperformance for the period, focused predominately in the technology, energy, and consumer staples sectors. Allocations to sectors, which are primarily a result of bottom-up stock selection, had a negligible effect. The top three

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

detractors on a relative basis were Marvell Technology Group Ltd., Microsoft Corp., and Commerce Bancorp., Inc. Global semiconductor company Marvell Technology Group Ltd. declined on weak earnings and lowered guidance. We eliminated our position due to decelerating growth and lowered expectations in the disk drive business. Shares in regional bank Commerce Bancorp., Inc. fell when the company warned that earnings would fall short of expectations due to spread compression between long and short rates, which hurt profitability on deposits. Relative performance was also hurt by not holding Microsoft during a period when the software giant benefited from strong revenues and a $40 billion share buyback initiative. Communication equipment company Qualcomm, Inc. was a significant detractor on an absolute basis. The company’s stock underperformed on lower near-term growth prospects and legal uncertainties.

Several stocks served to partially offset this underperformance. Top relative performers included Adobe Systems and Network Appliance, Inc. Stock in graphic design and publishing software company Adobe rose sharply as the November launch of Acrobat 8 signaled the start of a new product cycle. We expect sales to strengthen with the release of Creative Suite 3, which combines Adobe products with those of recently acquired Macromedia. Data management firm Network Appliance benefited from a healthy storage spending environment where sales of the company’s mid-range storage solution remained strong. On an absolute basis, networking systems giant Cisco was the top contributor. The company reported better than expected earnings as enterprise and service provider revenues improved.

Current Strategy and Outlook: Our investment approach is very much a “bottom-up” process; we pick one stock at a time based upon the attractiveness of each company’s valuation and fundamentals. Greater-than-benchmark exposure to financials includes top-10 positions in world

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     Medtronic, Inc. 4.3%     

     Network Appliance, Inc. 3.6%     

     Boeing Co. 3.6%     

     UBS AG 3.5%     

     Cisco Systems, Inc. 3.4%     

     Franklin Resources, Inc. 3.4%     

     UnitedHealth Group, Inc. 3.1%     

     Google, Inc. 2.9%     

     Adobe Systems, Inc. 2.8%     

     Schering-Plough Corp. 2.7%     

*
Excludes short-term investments related to securities lending
collateral.

Portfolio holdings are subject to change daily.

class wealth manager UBS and asset manager Franklin Resources. While our relative weight in the sector remains high, exposure was reduced by eliminating Legg Mason and scaling back our position in Countrywide Financial Corp., while establishing a comparatively smaller position in State Street. We are also overweight industrials stocks, driven by positions in Boeing Co., General Dynamics Corp., and Fluor Corp. We have neutralized exposure to the energy sector, eliminating Peabody Energy Corp. and Petro-Canada and reducing a position in Cameco Corp. We are underweight consumer-related sectors broadly as they remain relatively unattractive, in our view. In consumer discretionary, the prospects for retailers are not encouraging given an expected consumer spending slowdown. On the consumer staples side, stocks are relatively expensive given their growth prospects.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

10

ING LARGECAP GROWTH FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
								Since Inception			Since Inception
								of Class A, B, C and Q			of Class I
		1 Year			5 Year			July 21, 1997			January 8, 2002
Including Sales Charge:
	Class A(1)		(1.29	)%		(0.49	)%		5.39	%		—
	Class B(2)		(0.92	)%		(0.33	)%		5.37	%		—
	Class C(3)		3.09	%		0.06	%		5.36	%		—
	Class I		5.23	%		—			—			0.36	%
	Class Q		4.96	%		0.97	%		6.30	%		—
Excluding Sales Charge:
	Class A		4.73	%		0.70	%		6.05	%		—
	Class B		4.08	%		0.07	%		5.37	%		—
	Class C		4.09	%		0.06	%		5.36	%		—
	Class I		5.23	%		—			—			0.36	%
	Class Q		4.96	%		0.97	%		6.30	%		—
	Russell 1000® Growth Index(4)		8.36	%		2.58	%		2.86	%(6)		2.67	%(7)
	Russell 1000® Index(5)		14.16	%		6.78	%		6.26	%(6)		6.67	%(7)

The table above illustrates the total return of ING LargeCap Growth Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 2% for the 1 year and 5 year returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾The Russell 1000^® Growth Index is an unmanaged index that measures the performance of those Russell 1000^® Index companies with higher price-to-book ratios and forecasted growth.

⁽⁵⁾The Russell 1000^® Index is an unmanaged, comprehensive large-cap index measuring the performance of the largest 1,000 U.S. incorporated companies.

⁽⁶⁾Since inception performance for index is shown from August 1, 1997.

⁽⁷⁾Since inception performance for index is shown from January 1, 2002.

Prior to October 1, 2000 the Fund was managed by a different sub-adviser.

11

ING MIDCAP OPPORTUNITIES FUND

PORTFOLIO MANAGERS’ REPORT

The ING MidCap Opportunities Fund (the “Fund”) seeks long-term capital appreciation. The Fund is managed by Richard Welsh and Jeff Bianchi, Portfolio Managers of ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 3.16% compared to the Russell Midcap^® Growth Index and the Russell Midcap^® Index, which returned 8.43% and 10.08%, respectively, for the same period.

Portfolio Specifics: Unfavorable stock selection in the health care, information technology, and financials sectors acted as the primary drag on relative performance during the period. Turning to the Fund’s individual security selection, a position in Hospira, Inc., a medical supply company, which was spun off by Abbott Laboratories in 2004, hurt the Fund. The company reduced earnings guidance for 2007 due to softer demand for its drug pump and announced the delay of an injectable antibiotic launch. We eliminated the position as a consequence. Citrix Systems, a supplier of access information software and services, also lagged as it reported disappointing third quarter 2006 results due to weak licensing growth in its core presentation products. A

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

position in Investment Technology Group, Inc. (“ITG”), which provides online trading services to institutions and brokerages, also acted as a drag during the period. ITG’s fiscal third quarter earnings missed consensus estimates due to the biggest decline in U.S. share trading in three years. The company also revised expectations lower for its European and Asian operations.

Luxury retailer Coach was the best-performing stock during the period. Coach, Inc.’s fiscal first quarter 2006 sales and earnings benefited from new style introductions, resulting in a positive earnings surprise. In addition, profit expectations were revised higher based on its new style features, accelerated store openings, and the introduction of higher priced items for the holiday season. Veritas DGC, Inc., a seismic data collection company for energy companies, also added to the Fund’s performance. The company agreed to be purchased by France-based Geophysique. Fiscal first quarter earnings results exceeded expectations by a wide margin due to stronger-than-expected demand. Lastly, our position in Adobe Systems benefited from the anticipated launch of a range of new products.

Current Strategy and Outlook: We believe that economic growth will continue, albeit at a moderate pace and that inflation will remain in check. Both will be favorable for equity valuations, in our view. Consistent with an economy transitioning to slower growth, we are focusing intently on companies whose business momentum prospects are both attractive and reasonably certain. We continue our focus on stocks with above average business momentum, market recognition and appropriate valuations.

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     Coach, Inc. 4.5%     

     Roper Industries, Inc. 2.8%     

     Cameron International Corp. 2.6%     

     Nordstrom, Inc. 2.3%     

     Gildan Activewear, Inc. 2.3%     

     Dun & Bradstreet Corp. 2.2%     

     Harman International Industries, Inc. 2.1%     

     Adobe Systems, Inc. 2.1%     

     Akamai Technologies, Inc. 2.0%     

     NII Holdings, Inc. 2.0%     

*
Excludes short-term investments related to repurchase
agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

12

ING MIDCAP OPPORTUNITIES FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Total Returns for the Periods Ended November 30, 2006
								Since Inception			Since Inception
								of Class A, B, C and I			of Class Q
		1 Year			5 Year			August 20, 1998			April 4, 2000
Including Sales Charge:
	Class A(1)		3.30	%		4.89	%		8.90	%		—
	Class B(2)		3.76	%		5.08	%		8.94	%		—
	Class C(3)		7.73	%		5.40	%		8.90	%		—
	Class I		10.00	%		6.57	%		10.09	%		—
	Class Q		9.75	%		6.34	%		—			(3.66	)%
Excluding Sales Charge:
	Class A		9.59	%		6.15	%		9.68	%		—
	Class B		8.76	%		5.41	%		8.94	%		—
	Class C		8.73	%		5.40	%		8.90	%		—
	Class I		10.00	%		6.57	%		10.09	%		—
	Class Q		9.75	%		6.34	%		—			(3.66	)%
	Russell Midcap® Growth Index(4)		12.88	%		9.22	%		9.86	%(6)		(2.05	)%(7)
	Russell Midcap® Index(5)		16.47	%		13.77	%		13.25	%(6)		8.29	%(7)

The table above illustrates the total return of ING MidCap Opportunities Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 2% for the 1 year and 5 year returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾The Russell Midcap^® Growth Index is an unmanaged index that measures the performance of those companies included in the Russell Midcap^® Index with relatively higher price-to-book ratios and higher forecasted growth values.

⁽⁵⁾The Russell Midcap^® Index is an unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000^® Index, which represents approximately 26% of the total market capitalization of the Russell 1000^® Index.

⁽⁶⁾Since inception performance for index is shown from September 1, 1998.

⁽⁷⁾Since inception performance for index is shown from April 1, 2000.

13

ING OPPORTUNISTIC LARGECAP FUND

PORTFOLIO MANAGERS’ REPORT

The ING Opportunistic LargeCap Fund (the “Fund”) seeks capital appreciation. The Fund is managed by Omar Aguilar, Ph.D., Portfolio Manager, of ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 8.38% compared to the Russell 1000^® Growth Index, which returned 9.29%, for the same period.

Portfolio Specifics: During the period, sector allocation was unfavorable, which hurt the Fund. A significant overweight position in energy acted as the biggest drag from an allocation perspective. Unfavorable weightings in information technology, utilities and industrials also were a drag on the Fund. On a positive note, an overweight position in financials and underweight position in consumer staples benefited the Fund.

Overall, security selection was positive during the period and almost completely offset the unfavorable effects of our sector allocations. Security selection in energy, consumer discretionary, industrials and information technology particularly benefited the Fund during the period. By comparison, selection in financials and health care produced negative relative results.

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

Turning to the portfolio’s individual security positions, an overweight position in BMC Software, Inc. (“BMC”), an independent software vendor, was one of the main contributors to performance during the period. BMC’s share price jumped as the technology sector in general performed well. In November, the company reported higher-than-expected quarterly revenue and reiterated its upward earnings guidance for 2007. Some analysts upgraded BMC to neutral from underperform, boosting the stock further. Analysts noted that the stabilizing of revenue, combined with the company’s cost-cutting measures, lead to less downside risk to earnings estimates.

Continental Airlines, Inc. a U.S. air carrier, helped the Fund as air traffic rose during the period. The company’s stock also gained as the company’s chief executive said he would consider a merger, if necessary, to maintain competitiveness.

By contrast, an underweight position in Microsoft Corp. hurt the Fund as the company’s stock strengthened during the period. In addition, the stock gained in anticipation of future sales of new products including its digital music player Zune, and its new windows platform Vista. Several acquisitions and strategic alliances were also

Top Ten Holdings

as of November 30, 2006

(as a percent of net assets)

     Prudential Financial, Inc. 2.9%     

     ExxonMobil Corp. 2.9%     

     BMC Software, Inc. 2.8%     

     AmerisourceBergen Corp. 2.7%     

     Raytheon Co. 2.7%     

     Phillips-Van Heusen 2.7%     

     General Mills, Inc. 2.6%     

     Guess ?, Inc. 2.6%     

     McGraw-Hill Cos., Inc. 2.5%     

     Chubb Corp. 2.5%     

Portfolio holdings are subject to change daily.

announced during the period. The company also initiated a large share buyback program.

Another detractor was an overweight position in Biovail Corporation, Canada’s largest publicly traded drug maker. The company reported a third-quarter loss of U.S. $56.5 million, resulting from costs related to the halting of work on a blood-pressure treatment.

Current Strategy and Outlook: Our research builds a portfolio with fundamental characteristics that we believe will translate into a performance advantage over the benchmark. The Fund is structured to capitalize on high-quality companies with superior business momentum, growing earnings and attractive valuations.

As of November 30, 2006, the Fund was overweight consumer discretionary and financials and underweight information technology, health care, and industrials. However, our sector exposures are a function of individual stock selection and by design quite close to the Russell 1000^® Growth Index.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

14

ING OPPORTUNISTIC LARGECAP FUND

PORTFOLIO MANAGERS’ REPORT

Cumulative Total Returns for the Periods Ended November 30, 2006
		Since Inception			Since Inception			Since Inception
		of Class A			of Class B			of Class C
		December 28, 2005			April 5, 2006			April 27, 2006
Including Sales Charge:
	Class A(1)		2.36	%		—			—
	Class B(2)		—			(3.59	)%		—
	Class C(3)		—			—			1.96	%
Excluding Sales Charge:
	Class A		8.60	%		—			—
	Class B		—			1.41	%		—
	Class C		—			—			2.96	%
	Russell 1000® Growth Index(4)		8.71	%(5)		5.44	%(6)		5.59	%(7)

The table above illustrates the total return of ING Opportunistic LargeCap Fund against the index indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% for the since inception return.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the since inception return.

⁽⁴⁾The Russell 1000^® Growth Index is an index that measures the performance of those Russell 1000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

⁽⁵⁾Since inception performance for index is shown from January 1, 2006.

⁽⁶⁾Since inception performance for index is shown from April 1, 2006.

⁽⁷⁾Since inception performance for index is shown from May 1, 2006.

15

ING SMALLCAP OPPORTUNITIES FUND

PORTFOLIO MANAGERS’ REPORT

The ING SmallCap Opportunities Fund (the “Fund”) seeks capital appreciation. The Fund is managed by Steve Salopek, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 5.71% compared to the Russell 2000^® Growth Index and the Russell 2000^® Index, which returned 7.18% and 9.72%, respectively, for the same period.

Portfolio Specifics: Positive stock selection in the materials and financials sectors contributed most to relative returns. By comparison, stock selection in the health care and technology sectors detracted the most from relative performance versus the benchmarks.

On an individual security basis, Albemarle Corp. and Crocs, Inc. added significantly to the Fund’s performance over the period. Albemarle, a catalyst and specialty chemicals company, has improved its businesses in both of these areas. Crocs, a footwear manufacturer, also beat estimates and raised expectations for the last several quarters.

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

By comparison, Chemed Corp. and HealthExtras, Inc. were two of the largest detractors from performance over the period. Chemed is primarily a hospice provider with meaningful exposure to Medicare reimbursement. The company lowered guidance as a result of Medicare caps on revenue in certain markets and was unable to offset these losses through cost reductions. HealthExtras, Inc. is a mid-market pharmacy benefit management company. The company lowered expectations for the year, as a large contract it was awarded by the state of Maryland has yet to be finalized due to an appeal brought by the previous provider. We continue to own the stock because we believe the delay in the initiation of this contract should not have a significant impact on the company’s valuation.

Current Strategy and Outlook: We remain underweight in sectors heavily reliant on consumer spending, such as retail and consumer durables. Although the impact of rising interest rates and gas prices has been somewhat alleviated, we believe that weakness in the housing market and the absence of mortgage equity withdrawals will continue to be a headwind. Within the capital goods area, we have positioned the Fund away from deeply cyclical companies as we expect some moderation in the rate of economic growth. We are

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     Ansys, Inc. 1.4%     

     Valueclick, Inc. 1.4%     

     NewAlliance Bancshares, Inc. 1.3%     

     Psychiatric Solutions, Inc. 1.2%     

     Micros Systems, Inc. 1.2%     

     UAP Holding Corp. 1.2%     

     Albemarle Corp. 1.1%     

     Toro Co. 1.1%     

     Entegris, Inc. 1.1%     

     Pediatrix Medical Group, Inc. 1.1%     

*
Excludes short-term investments related to repurchase
agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

likely to increase our weighting in the consumer services sector, especially in companies that show stable growth despite a moderating economy.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

16

ING SMALLCAP OPPORTUNITIES FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
											Since Inception			Since Inception
											of Class I			of Class Q
		1 Year			5 Year			10 Year			April 1, 1999			April 4, 2000
Including Sales Charge:
	Class A(1)		5.93	%		0.11	%		6.22	%		—			—
	Class B(2)		6.56	%		0.19	%		6.10	%		—			—
	Class C(3)		10.59	%		0.58	%		6.08	%		—			—
	Class I		12.98	%		1.75	%		—			5.12	%		—
	Class Q		12.63	%		1.46	%		—			—			(6.76	)%
Excluding Sales Charge:
	Class A		12.40	%		1.30	%		6.85	%		—			—
	Class B		11.56	%		0.58	%		6.10	%		—			—
	Class C		11.59	%		0.58	%		6.08	%		—			—
	Class I		12.98	%		1.75	%		—			5.12	%		—
	Class Q		12.63	%		1.46	%		—			—			(6.76	)%
	Russell 2000® Growth Index(4)		13.45	%		8.28	%		5.11	%		4.83	%		(1.52	)%(6)
	Russell 2000® Index(5)		17.43	%		12.65	%		9.68	%		10.68	%		7.16	%(6)

The table above illustrates the total return of ING SmallCap Opportunities Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 2% for the 1 year and 5 year returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾The Russell 2000^® Growth Index is an unmanaged index that measures the performance of securities of smaller U.S. companies with greater than average growth orientation.

⁽⁵⁾The Russell 2000^® Index is an index that measures the performance of securities of small U.S. companies.

⁽⁶⁾Since inception performance for index is shown from April 1, 2000.

17

ING FINANCIAL SERVICES FUND

PORTFOLIO MANAGERS’ REPORT

The ING Financial Services Fund (the “Fund”) seeks long-term capital appreciation. The Fund is managed by Robert M. Kloss and Steven L. Rayner, Portfolio Managers, of ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 10.42% compared to Standard & Poor’s 500 Financials Index (“S&P 500 Financials Index”) and the Standard & Poor’s 500^® Composite Stock Price Index (“S&P 500 Index”), which returned 10.62% and 11.33%, respectively, for the same period.

Portfolio Specifics: The U.S. Federal Reserve Board’s (the “Fed”) August decision to pause after raising short term interest rates 17 consecutive times helped the equity markets and financial stocks in particular. A procession of mixed economic results also heightened speculation that the Fed will cut short-term rates some time in 2007. However, the continued deterioration of the housing sector created uncertainty as to when the Fed could possibly cut rates. While the deterioration of this sector has already taken its toll on select areas of the economy, it has yet to spill over more broadly. Gross domestic product growth forecasts have come down, and still imply that the U.S. economy is headed for a soft landing. With the Fed on hold, the yield curve has remained flat or inverted, acting as a headwind for spread-based income.

Turning to the portfolio, over the past six months we have shifted the Fund’s tilt from economically-sensitive stocks to a more defensive stance. The flat yield curve and credit concerns have kept us underweight bank stocks, though we remain alert for opportunities if and when the Fed begins to ease

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

its monetary policy. Capital markets stocks, including brokers, asset managers, and trust banks, were some of the largest contributors to performance during the period, as strong stock selection outpaced the effect of allocations to these sub-sectors. A relatively benign hurricane season also meant that insurance stocks helped the portfolio. Also, a number of our life insurance stocks produced solid earnings and proved more resilient to spread pressures compared to the banking group. Our underweight banking position continued to be a positive, as the group underperformed financials as a whole during the period.

By comparison, an underweight position in real estate investment trusts (“REITs”) hurt the Fund. As consolidation activity in the richly-valued marketplace continued to attract new money to the sector, our valuation-driven underweight position acted as a drag even though the REIT names we owned performed well. The consumer finance sub-group performed poorly, and though we maintained a neutral weight our individual stock selections were hurt by credit concerns.

On an individual security basis, brokerage holdings Merrill Lynch & Co., Inc., Morgan Stanley, and Goldman Sachs Group, Inc. benefited from supportive capital markets including trading, merger and acquisition, and security issuance activity during the period. Strong equity markets and increased fund flows contributed to performance of asset managers Affiliated Managers Group and Franklin Resources, Inc. Capital markets and transaction flow exposure also aided our positions in JP Morgan Chase and Bank of New York. Strong pricing and a lack of catastrophes proved helpful for property/casualty holdings Axis Capital Holdings, Ltd., Endurance Specialty Holdings Ltd., and St. Paul Travelers Cos., Inc. Positions in commercial banks Wells Fargo & Co., Bank of America Corp., and US Bancorp also helped the Fund, as did a position in “REITs”, KKR Financial and Douglas Emmett.

Top Ten Holdings

as of November 30, 2006

(as a percent of net assets)

     Citigroup, Inc. 5.7%     

     Bank of America Corp. 5.6%     

     American International Group, Inc. 4.7%     

     JPMorgan Chase & Co. 4.7%     

     Wells Fargo & Co. 4.6%     

     US Bancorp. 3.8%     

     Wachovia Corp. 3.3%     

     Affiliated Managers Group, Inc. 3.2%     

     Bank of New York Co., Inc. 3.1%     

     Merrill Lynch & Co., Inc. 3.1%     

Portfolio holdings are subject to change daily.

By contrast, a position in Life/ Health insurer Conseco, Inc. acted as a drag on performance as the company did not earn the debt rating upgrade we expected, and its stock declined after a weak quarter. This prompted us to sell the position. Credit card giant Capital One Financial Corp. also fell on concerns surrounding consumer credit and the company’s pending acquisition of North Fork Bank. We continue to like the stock and believe investors will be well-rewarded as North Fork is integrated and the market gains respect for the company’s more stable risk profile. A position in health insurer Aflac also acted as a drag as the company reported weak sales in their key Japanese market.

Current Strategy and Outlook: As the year progressed, we saw an increase in risk levels for many areas in financials, and reacted by positioning the Fund more defensively. This included reducing our overweight position in brokerages, toning down our property and casualty insurance allocation, and eliminating positions in companies with weaker balance sheets.

In the face of the flat yield curve and credit concerns, we remain underweight the banking sector, though recent price underperformance and the possibility of the Fed easing in 2007 make us somewhat more positive on this segment. We have also maintained our REIT underweight, though we continue to scour the group for opportunities that meet our valuation parameters.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

18

ING FINANCIAL SERVICES FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
											Since Inception			Since Inception			Since Inception
											of Class B			of Class C			of Class O
		1 Year			5 Year			10 Year			October 20, 1997			August 24, 2004			September 15, 2004
Including Sales Charge:
	Class A(1)		6.96	%		8.97	%		12.95	%		—			—			—
	Class B(2)		7.65	%		9.16	%		—			7.15	%		—			—
	Class C(3)		11.77	%		—			—			—			13.97	%		—
	Class O		13.51	%		—			—			—			—			13.74	%
Excluding Sales Charge:
	Class A		13.48	%		10.27	%		13.62	%		—			—			—
	Class B		12.65	%		9.44	%		—			7.15	%		—			—
	Class C		12.77	%		—			—			—			13.97	%		—
	Class O		13.51	%		—			—			—			—			13.74	%
	S&P 500 Financials Index(4)		15.03	%		9.14	%		11.13	%		9.04	%(6)		12.66	%(7)		13.62	%(8)
	S&P 500® Index (5)		14.23	%		6.08	%		8.05	%		6.46	%(6)		13.24	%(7)		13.22	%(8)

The table above illustrates the total return of ING Financial Services Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 2% for the 1 year and 5 year returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾The S&P 500 Financials Index is a capitalization-weighted index of all stocks designed to measure the performance of the financial sector of the S&P 500^® Index.

⁽⁵⁾The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁶⁾Since inception performance for index is shown from November 1, 1997.

⁽⁷⁾Since inception performance for index is shown from September 1, 2004.

⁽⁸⁾Since inception performance for index is shown from October 1, 2004.

19

ING LARGECAP VALUE FUND

PORTFOLIO MANAGERS’ REPORT

The ING LargeCap Value Fund (the “Fund”) seeks long-term capital appreciation. The Fund is managed by Brandes Investment Partners, L.P. (“Brandes”), the Sub-Adviser. Brandes’ Large Cap Investment Committee is responsible for making the day-to-day investment decisions for the Fund and Glenn R. Carlson, CFA, Chief Executive Officer, Brent V. Woods, CFA, Managing Director, William Pickering, CFA, Director, Amelia Maccoun Morris, CFA, Director and Douglas C. Edman, CFA, Director are five members that comprise Brandes’ Large Cap Investment Committee.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 16.29% compared to the Russell 1000^® Value Index and the Russell 1000^® Index, which returned 12.92% and 11.09%, respectively, for the same period.

Portfolio Specifics: On an absolute basis, gains for the Fund’s holdings in the diversified telecom services and pharmaceuticals industries made positive contributions to returns. Top performers from these industries included BellSouth (diversified telecom services), AT&T, Inc. (diversified telecom services), and Merck (pharmaceuticals). The Fund’s positions in the food & staples retailing, computers & peripherals, and automobiles industries also tended to advance. While most holdings registered gains in the

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

period, select positions declined, such as Micron Technology (semiconductors & semiconductor equipment) and Tenet Healthcare (health care providers & services).

On a relative basis, stock selection in the diversified telecom services, food & staples retailing, and insurance industries and the Fund’s overweight exposure to the computers & peripherals, diversified telecom services, and pharmaceuticals industries, were the main reasons for the Fund’s outperformance relative to the benchmarks. Keep in mind industry allocations are the residual of the manager’s company-by-company analysis. Conversely, stock selection and a lower allocation to the oil, gas, & consumable fuels industry than the indices weighed on relative performance.

Current Strategy and Outlook: During the period, we sold several positions as their market prices advanced toward our estimate of their fair values. We used the proceeds to purchase shares of new holdings at prices that we consider attractive.

As a result of buying and selling, as well as changes in the prices of holdings, many of the Fund’s industry exposures shifted. For example, exposure to the commercial banking industry increased, while exposure to the diversified telecom services and pharmaceuticals industries declined. As of the end of the period, the Fund retains its greatest exposure to the pharmaceuticals industry.

Keep in mind that industry exposures are the direct result of

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     Lucent Technologies, Inc. 3.9%     

     Ford Motor Co. 3.9%     

     Intel Corp. 3.2%     

     General Motors Corp. 3.2%     

     Gannett Co., Inc. 3.2%     

     Dell, Inc. 3.2%     

     Pfizer, Inc. 3.1%     

     Eastman Kodak Co. 3.0%     

     H&R Block, Inc. 3.0%     

     Boston Scientific Corp. 2.9%     

*
Excludes short-term investments related to U.S. government
agency obligations.

Portfolio holdings are subject to change daily.

purchase and sell decisions made on a bottom-up, company-by-company basis. While we continue to monitor short-term events in U.S. equity markets, our investment philosophy focuses on company-by-company analysis. We take a long-term perspective and believe that none or very little of the short-term “market news” provides useful information to investors. Instead, we remain focused on purchasing large-cap stocks at discounts to our estimates of their intrinsic values. We believe that this approach will provide patient investors with favorable returns over the long term.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

20

ING LARGECAP VALUE FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
					Since Inception			Since Inception			Since Inception
					of Class A and B			of Class C			of Class I
		1 Year			February 2, 2004			February 3, 2004			August 2, 2004
Including Sales Charge:
	Class A(1)		18.48	%		7.46	%		—			—
	Class B(2)		19.77	%		7.99	%		—			—
	Class C(3)		23.77	%		—			9.07	%		—
	Class I		26.10	%		—			—			13.64	%
Excluding Sales Charge:
	Class A		25.69	%		9.74	%		—			—
	Class B		24.77	%		8.91	%		—			—
	Class C		24.77	%		—			9.07	%		—
	Class I		26.10	%		—			—			13.64	%
	Russell 1000® Value Index(4)		20.30	%		14.44	%(6)		14.44	%(6)		17.44	%(7)
	Russell 1000® Index(5)		14.16	%		10.43	%(6)		10.43	%(6)		13.85	%(7)

The table above illustrates the total return of ING LargeCap Value Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

Performance table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 3% for the 1 year and since inception returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1%.

⁽⁴⁾The Russell 1000^® Value Index is an unmanaged index that measures the performance of those Russell 1000 securities with lower price-to-book ratios and lower forecasted growth values.

⁽⁵⁾The Russell 1000^® Index measures the performance of the largest 1,000 U.S. incorporated companies.

⁽⁶⁾Since inception performance for the index is shown from February 1, 2004.

⁽⁷⁾Since inception performance for the index is shown from August 1, 2004.

21

ING MAGNACAP FUND

PORTFOLIO MANAGERS’ REPORT

The ING MagnaCap Fund (the “Fund”) seeks growth of capital, with dividend income as a secondary consideration. The Fund is managed by Scott Lewis, Senior Portfolio Manager, of ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 10.09% compared to the Russell 1000^® Value Index and the Standard & Poor’s 500^® Composite Stock Price Index (“S&P 500^® Index”), which returned 12.92% and 11.33%, respectively, for the same period.

Portfolio Specifics: The Fund benefited from favorable stock selection in telecommunication services and, to a lesser extent, technology. Within the telecom sector, our decision to underweight Sprint Nextel and overweight AT&T, Inc. had a positive impact on relative performance. Sprint Nextel Corp. struggled for much of this year over concerns about the company’s integration with Nextel. Taking advantage of price weakness in September we initiated a position in the company. Over the past three months the stock has performed well due to the company’s successful launch of a faster cellular internet service. Our position in AT&T, Inc. continued to appreciate as the company benefited from improved wireline performance and margin recovery at Cingular Wireless.

By contrast, the Fund’s holdings in the energy sector acted as the biggest drag. A sharp and unanticipated sell off in crude oil and natural gas

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

occurred during the third quarter as cooler weather allowed natural gas inventories to build and the Gulf of Mexico was untouched by severe weather for the first time in several years. Our investment in Evergreen Energy, Inc., a company with a potentially revolutionary coal cleaning process, underperformed as management proved incapable of delivering performance milestones previously thought to be achievable. Other energy holdings that detracted from performance include Peabody Energy Corp. and Weatherford International Ltd.

On an industry level, the Fund was also hurt by its underweight position in real estate investment trusts (“REITs”), a segment that soared over 27% in the past six months. While we continue to believe REITs are generally overvalued, based on their multi-year outperformance and relative yield versus Treasury’s, we identified a few stocks that we believe have reasonable valuations and good prospects for 2007 and increased our position in the industry.

As of the end of the reporting period, we believe the Fund was positioned in companies that have strong or improving competitive positions, robust end markets and/or superior capital allocation opportunities. Furthermore, in our opinion the valuations are attractive and most have clear catalysts that suggest improvement is possible. A few of the Fund’s largest positions include Peabody Coal, Union Pacific Corp., Newfield Exploration Co., Plains Exploration & Production Co., Bank of New York, and Hudson City Bancorp, Inc.

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     ExxonMobil Corp. 4.8%     

     Bank of America Corp. 3.9%     

     Altria Group, Inc. 3.8%     

     Pfizer, Inc. 3.3%     

     JPMorgan Chase & Co. 3.3%     

     AT&T, Inc. 3.2%     

     Citigroup, Inc. 2.7%     

     Wells Fargo & Co. 2.6%     

     Procter & Gamble Co. 2.5%     

     Newfield Exploration Co. 2.2%     

*
Excludes short-term investments related to repurchase
agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

Current Strategy and Outlook: We believe there is meaningful upside in our holdings of Peabody Coal and Union Pacific Corporation, as both will continue to play important roles in the development of the Powder River Basin in Wyoming. This region contains one of the largest coal deposits in the world, and mining there will continue to expand as underground mines in Appalachia increasingly become cost prohibitive. We also continue to favor independent exploration and production concerns including Plains Exploration and Newfield Exploration who either have high-yielding energy reserves or the ability to discover such in an economic fashion. The Bank of New York, which recently acquired Mellon Financial Corp., is trading at a meaningful discount to competitors Northern Trust Corp. and State Street Corp. We believe that once this transaction is complete, and integration between the two is successful, this valuation gap will close. We believe the combined company will achieve greater synergies than is currently expected. Hudson City Bancorp, Inc., another regional bank holding company, is in our view poised to outperform as the significant excess capital it has put to work could benefit from an expected steepening of the yield curve and a possible U.S. Federal Reserve Board rate hike by mid-2007.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

22

ING MAGNACAP FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
											Since Inception			Since Inception
											of Class C			of Class I
		1 Year			5 Year			10 Year			June 1, 1999			March 4, 2003
Including Sales Charge:
	Class A(1)		8.12	%		4.74	%		5.81	%		—			—
	Class B(2)		8.83	%		4.88	%		5.67	%		—			—
	Class C(3)		12.82	%		5.20	%		—			2.03	%		—
	Class I		15.04	%		—			—			—			18.05	%
	Class M(4)		10.11	%		4.73	%		5.58	%		—			—
Excluding Sales Charge:
	Class A		14.72	%		5.99	%		6.44	%		—			—
	Class B		13.83	%		5.21	%		5.67	%		—			—
	Class C		13.82	%		5.20	%		—			2.03	%		—
	Class I		15.04	%		—			—			—			18.05	%
	Class M		14.10	%		5.48	%		5.95	%		—			—
	Russell 1000® Value Index(5)		20.30	%		10.89	%		10.61	%		6.64	%		20.96	%(7)
	S&P 500® Index(6)		14.23	%		6.08	%		8.05	%		2.60	%		16.66	%(7)

The table above illustrates the total return of ING MagnaCap Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 2% for the 1 year and 5 year returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾Reflects deduction of the maximum Class M sales charge of 3.50%.

⁽⁵⁾The Russell 1000^® Value Index is an unmanaged index that measures the performance of those Russell 1000 securities with lower price-to-book ratios and lower forecasted growth values.

⁽⁶⁾The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁷⁾Since inception performance for index is shown from March 1, 2003.

23

ING MIDCAP VALUE FUND

PORTFOLIO MANAGERS’ REPORT

ING MidCap Value Fund (the “Fund”) seeks long-term capital appreciation. The Fund is managed by Brandes Investment Partners, L.P. (“Brandes”), the Sub-Adviser. Brandes’ Mid Cap Investment Committee, comprised of Charles H. Brandes, CFA, Chairman, Barbara Kyrillos, Senior Analyst, Kenneth Little, CFA, Director, R. Erickson Cox, CFA, Senior Analyst and Ted Kim, CFA, Senior Analyst, is responsible for making the day-to-day investment decisions for the Fund.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 8.12% compared to the Russell Midcap^® Value Index and the Russell Midcap^® Index, which returned 11.86% and 10.08%, respectively, for the same period.

Portfolio Specifics: Advances among the Fund’s positions in the auto components industry drove positive performance during the period. Top performing positions from this industry included Goodyear Tire & Rubber Co., Lear Corp., and Delphi Financial Group. Securities in the communications equipment, IT services, and food & staples retailing industries also tended to make positive contributions to returns. Holdings from these industries that experienced the greatest share appreciation included UTStarcom, Inc. (communications equipment), BISYS Group, Inc. (IT services), and Safeway, Inc. (food & staples retailing). Outside of these industries, other contributors to the Fund’s return included Deluxe Corporation (commercial services & supplies), Cincinnati Bell, Inc. (diversified telecom services), and Agere Systems (semiconductors & semiconductor equipment).

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

Conversely, declines for positions in the electronic equipment & instruments industry weighed on the period’s results. Share price weakness among holdings within this industry, such as Sanmina, Kemet Corp., and Solectron Corp. were among the most significant detractors to performance. Other stock specific declines, such as W Holding Company, Inc. (thrifts & mortgage finance), Dana Corp. (auto components), and Tenet Healthcare Corp. (health care providers & services), also negatively impacted results.

On a relative basis, the Fund benefited from excess returns attributed to a combination of stock selection and an overweight exposure to the auto components industry, relative to the benchmarks. Relative performance also benefited from the Fund’s larger allocation and stock selection within the communications equipment industry. However, the Fund’s overweighting to the electronic equipment & instruments and food products industries relative to the benchmarks, as well as stock selection within these industries, adversely impacted relative performance. Keep in mind that industry exposures are the result of our individual security selection — not top-down industry forecasts.

Current Strategy and Outlook: During the six-month period ended November 30, 2006, we sold several positions as their market prices advanced toward our estimate of their fair values. We used the proceeds to purchase shares of new holdings at prices that we consider attractive.

Stock-specific purchases and sales, as well as changes in the prices of holdings, shifted the portfolios’ industry exposures modestly during the period. For

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     Tenet Healthcare Corp. 4.6%     

     Chemtura Corp. 4.3%     

     Solectron Corp. 4.3%     

     ArvinMeritor, Inc. 4.1%     

     Unisys Corp. 3.8%     

     Goodyear Tire & Rubber Co. 3.6%     

     Lear Corp. 3.4%     

     Sanmina-SCI Corp. 3.4%     

     Huntsman Corp. 3.1%     

     Delphi Corp. 3.0%     

*
Excludes short-term investments related to securities lending
collateral.

Portfolio holdings are subject to change daily.

example, exposure to the auto components industry rose as a result of appreciation. Meanwhile, the sale of select holdings within the food & staples retailing, computers & peripherals, and semiconductors & semiconductor equipment industries reduced exposure in these areas. The Fund retains its greatest exposure to the auto components industry as of the end of the period.

Keep in mind that industry exposures are the direct result of purchase and sell decisions made on a bottom-up, company-by-company basis. While we continue to monitor short-term events in U.S. equity markets, our investment philosophy focuses on company-by-company analysis. We take a long-term perspective and believe that none or very little of the short-term “market news” provides useful information to investors. Instead, we remain focused on purchasing mid-cap stocks at discounts to our estimates of their intrinsic values. We believe that this approach will provide patient investors with favorable returns over the long term.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

24

ING MIDCAP VALUE FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
					Since Inception			Since Inception			Since Inception			Since Inception
					of Class A			of Class B and C			of Class I			of Class Q
		1 Year			February 1, 2002			February 4, 2002			March 4, 2002			April 17, 2002
Including Sales Charge:
	Class A(1)		9.13	%		6.06	%		—			—			—
	Class B(2)		10.03	%		—			6.60	%		—			—
	Class C(3)		13.91	%		—			6.93	%		—			—
	Class I		16.03	%		—			—			7.52	%		—
	Class Q		15.79	%		—			—			—			6.59	%
Excluding Sales Charge:
	Class A		15.75	%		7.37	%		—			—			—
	Class B		14.86	%		—			6.92	%		—			—
	Class C		14.88	%		—			6.93	%		—			—
	Class I		16.03	%		—			—			7.52	%		—
	Class Q		15.79	%		—			—			—			6.59	%
	Russell Midcap® Value Index(4)		20.16	%		15.99	%		15.99	%(6)		15.90	%(7)		15.28	%(8)
	Russell Midcap® Index (5)		16.47	%		13.49	%		13.49	%(6)		14.00	%(7)		13.58	%(8)

The table above illustrates the total return of ING MidCap Value Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 2% for the 1 year and since inception returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾The Russell Midcap^® Value Index is an unmanaged index that measures the performance of those Russell MidCap companies with lower price-to-book ratios and lower forecasted growth values.

⁽⁵⁾The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which represents approximately 26% of the total market capitalization of the Russell 1000^® Index.

⁽⁶⁾Since inception performance for index is shown from February 1, 2002.

⁽⁷⁾Since inception performance for index is shown from March 1, 2002.

⁽⁸⁾Since inception performance for index is shown from May 1, 2002.

25

ING MIDCAP VALUE CHOICE FUND

PORTFOLIO MANAGERS’ REPORT

The ING MidCap Value Choice Fund⁽¹⁾ (the “Fund”) seeks long-term capital appreciation. The Fund is managed by David B. Iben, CFA, Chief Investment Officer and Managing Director of Tradewinds NWQ Global Investors, LLC — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 11.91% compared to the Russell Midcap^® Value Index, which returned 11.88% for the same period.

Portfolio Specifics: For the six months ended November 30, 2006, absolute gains were driven primarily by the Fund’s holdings in the materials sectors. Relative returns were enhanced by a combination of the Fund’s heavily overweight position and stock selection within the sector. Mining companies performed particularly well as worldwide demand for commodities continued to increase. Several of our mining investments, including Apex Silver Mines Ltd., Newcrest Mining Ltd. and Ivanhoe Mines Ltd., registered double digit gains. In the producer durables sector, agricultural equipment manufacturer AGCO Corp. was also a top performer. As noted in a previous fund commentary, the agricultural industry lagged the market in 2005 and currently continues to work its way out of a cyclical bottom. Utilities worldwide performed well on receding fears of higher interest rates. The Fund’s holdings in the utilities sector, notably

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

Companhia de Saneamento and Puget Energy, Inc., also contributed to positive performance. In the transportation sector, shipping company Stolt Nielsen SA was first bought in July after the share price significantly declined due to market uncertainty over excess short-term capacity and legal risk from an anti-trust case. With resolution of the anti-trust case and increased demand for its shipping services, the share price rebounded to become another one of the Fund’s top performers over the period. Our significant underweighting in financials, including under exposure to REITS, had a negative impact. Over all, the largest detractors from performance were two Japanese consumer finance companies, Acom Co Ltd. and Promise Co Ltd., which were also added to the Fund in July. Regulatory changes and legal challenges have caused the prices of these stocks to plummet and they are among the market’s worst-performing stocks this year. However, these companies are now trading significantly below book value and we find the risk/reward profile compelling.

Current Strategy and Outlook: Looking ahead, the contrarian side of us worries that “what can’t last forever — won’t.” Corporate profit margins in the world’s largest economies are at all-time highs and economic theory dictates that they must retreat. Three years of rising federal funds rates and the current malaise in the housing market suggests that this inevitability may happen sooner rather than later.

Yet, over the longer-term, the economies of China, India, Brazil and other developing countries, should experience robust and sustainable growth, albeit with periodic downturns. We continue to find value in the securities of companies who meet the consumption needs of these growth markets. We believe the Fund is well positioned in food, agriculture, energy, commodities and materials companies worldwide and should benefit from these ongoing global developments.

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     Tyson Foods, Inc. 4.0%     

     Apex Silver Mines Ltd. 3.4%     

     Anglogold Ashanti Ltd. ADR 3.1%     

     AGCO Corp. 2.9%     

     Newcrest Mining Ltd. ADR 2.6%     

     Lihir Gold Ltd. 2.5%     

     Puget Energy, Inc. 2.4%     

     Smithfield Foods, Inc. 2.2%     

     Bowater, Inc. 2.0%     

     Alumina Ltd. ADR 1.9%     

*
Excludes short-term investments related to U.S. government
agency obligations and securities lending collateral.

Portfolio holdings are subject to change daily.

⁽¹⁾ Effective December 15, 2006, the Fund changed its name to ING Value Choice Fund and also changed its principal investment strategies.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

26

ING MIDCAP VALUE CHOICE FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
					Since Inception			Since Inception			Since Inception
					of Class A and B			of Class C			of Class I
		1 Year			February 1, 2005			February 7, 2005			September 15, 2005
Including Sales Charge:
	Class A(1)		24.01	%		21.86	%		—			—
	Class B(2)		25.57	%		23.20	%		—			—
	Class C(3)		29.64	%		—			25.68	%		—
	Class I		32.05	%		—			—			29.50	%
Excluding Sales Charge:
	Class A		31.62	%		25.88	%		—			—
	Class B		30.57	%		25.03	%		—			—
	Class C		30.64	%		—			25.68	%		—
	Class I		32.05	%		—			—			29.50	%
	Russell Midcap® Value Index(4)		20.16	%		18.85	%		18.85	%(6)		17.41	%(7)
	Russell Midcap® Index(5)		16.47	%		16.90	%		16.90	%(6)		15.23	%(7)

The table above illustrates the total return of ING MidCap Value Choice Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 4% for the 1 year and since inception returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the since inception return.

⁽⁴⁾The Russell Midcap^® Value Index is an unmanaged index that measures the performance of Russell MidCap companies with lower price-to-book ratios and lower forecasted growth values.

⁽⁵⁾The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which represents approximately 26% of the total market capitalization of the Russell 1000^® Index.

⁽⁶⁾Since inception performance for index is shown from February 1, 2005.

⁽⁷⁾Since inception performance for index is shown from October 1, 2005.

27

ING SMALLCAP VALUE FUND

PORTFOLIO MANAGERS’ REPORT

The ING SmallCap Value Fund (the “Fund”) seeks long-term capital appreciation. The Fund is managed by Brandes Investment Partners, L.P. (“Brandes”), the Sub-Adviser. Brandes’ Small Cap Investment Committee, comprised of William Pickering, CFA, Director, Robert J. Gallagher, CFA, Director, Jeffrey Meyer, CFA, Director, Luiz G. Sauerbronn, Senior Analyst and Richard Birchmeir, CFA, Senior Analyst, is responsible for making the day-to-day investment decisions for the Fund.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 3.26% compared to the Russell 2000^® Value Index and the Russell 2000^® Index, which returned 12.21% and 9.72%, respectively, for the same period.

Portfolio Specifics: Gains for the Fund’s holdings in the auto components and communications equipment industries contributed to the Fund’s positive results for the period. Top performers from these industries included Lear (auto components), Goodyear Tire & Rubber Co. (auto components), and UTStarcom, com. (communications equipment). Positions outside of these industries also made positive contributions to returns, including Agere Systems (semiconductors & semiconductor equipment), K2 (leisure equipment & products), and Innospec (chemicals).

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

Declines for the Fund’s holdings in the food products, automobiles, and machinery industries weighed heaviest on the period’s performance. Positions such as Interstate Bakeries (food products), National R.V. Holdings (automobiles), and Tecumseh Products (machinery) were among the positions in these industries enduring share price declines. Stock-specific declines for positions such as Kemet (electronic equipment & instruments), ESS Technology (semiconductors & semiconductor equipment), and Winn-Dixie Stores (food & staples retailing) also negatively impacted overall Fund performance.

On a relative basis, overweight exposure to the food products and machinery industries, coupled with unfavorable stock selection within these industries, negatively impacted performance relative to the benchmarks. The Fund’s larger allocation to the automobiles industry, relative to the benchmarks, also weighed upon relative returns. However the Fund’s stock selection within the communications equipment industry and overweight exposure to the auto components industry, relative to the benchmarks, proved beneficial to relative results.

Current Strategy and Outlook: During the six-month period ended November 30, 2006, we sold several positions as their market prices advanced toward our estimate of their fair values. We used the

Top Ten Holdings

as of November 30, 2006

(as a percent of net assets)

     ArvinMeritor, Inc. 4.5%     

     Tecumseh Products Co. 4.1%     

     Visteon Corp. 3.8%     

     Superior Industries International 3.6%     

     Lear Corp. 3.5%     

     Agere Systems, Inc. 3.5%     

     American Axle & Manufacturing Holdings, Inc. 3.3%     

     Adaptec, Inc. 3.2%     

     Gateway, Inc. 3.0%     

     Goodyear Tire & Rubber Co. 2.9%     

Portfolio holdings are subject to change daily.

proceeds to purchase shares of new holdings at prices that we consider attractive.

As a result of buying and selling, as well as changes in the prices of holdings, many of the Fund’s industry exposures shifted. For example, exposure to the chemicals industry decreased as a result of select sales, while new purchases drove up the Fund’s allocation in the machinery industry. Share price appreciation also increased exposure to the auto components industry, which remains the Fund’s greatest industry exposure as of the end of the period.

Keep in mind that industry exposures are the direct result of purchase and sell decisions made on a bottom-up, company-by-company basis. While we continue to monitor short-term events in U.S. equity markets, our investment philosophy focuses on company-by-company analysis. We take a long-term perspective and believe that none or very little of the short-term “market news” provides useful information to investors. Instead, we remain focused on purchasing small-cap stocks at discounts to our estimate of their intrinsic values. We believe that this approach will provide patient investors with favorable returns over the long term.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

28

ING SMALLCAP VALUE FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
					Since Inception			Since Inception			Since Inception			Since Inception			Since Inception
					of Class A			of Class B			of Class C			of Class I			of Class Q
		1 Year			February 1, 2002			February 4, 2002			February 7, 2002			March 6, 2002			April 30, 2002
Including Sales Charge:
	Class A(1)		0.40	%		9.39	%		—			—			—			—
	Class B(2)		1.75	%		—			10.01	%		—			—			—
	Class C(3)		4.95	%		—			—			10.52	%		—			—
	Class I		6.82	%		—			—			—			10.65	%		—
	Class Q		6.68	%		—			—			—			—			9.25	%
Excluding Sales Charge:
	Class A		6.51	%		10.74	%		—			—			—			—
	Class B		5.73	%		—			10.30	%		—			—			—
	Class C		5.74	%		—			—			10.52	%		—			—
	Class I		6.82	%		—			—			—			10.65	%		—
	Class Q		6.68	%		—			—			—			—			9.25	%
	Russell 2000® Value Index(4)		21.47	%		15.42	%		15.42	%(6)		15.42	%(6)		15.56	%(7)		13.50	%(8)
	Russell 2000® Index(5)		17.43	%		11.97	%		11.97	%(6)		11.97	%(6)		12.85	%(7)		11.23	%(8)

The table above illustrates the total return of ING SmallCap Value Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 2% for the 1 year and since inception return, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾The Russell 2000^® Value Index is an unmanaged index that measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

⁽⁵⁾The Russell 2000^® Index is an unmanaged index that measures the performance of securities of small U.S. companies.

⁽⁶⁾Since inception performance for index is shown from February 1, 2002.

⁽⁷⁾Since inception performance for index is shown from March 1, 2002.

⁽⁸⁾Since inception performance for index is shown from May 1, 2002.

29

ING SMALLCAP VALUE CHOICE FUND

PORTFOLIO MANAGERS’ REPORT

The ING SmallCap Value Choice Fund (the “Fund”) seeks long-term capital appreciation. The Fund is managed by Phyllis G. Thomas, CFA, Managing Director, of NWQ Investment Management Company, LLC (“NWQ”) — the Sub-Adviser.

Performance: For the six months ended November 30, 2006, the Fund’s Class A shares, excluding sales charges, provided a total return of 6.09% compared to the Russell 2000^® Value Index and the Russell 2000^® Index, which returned 12.21% and 9.72%, respectively, for the same period.

Portfolio Specifics: The Fund’s performance was positive on an absolute basis but disappointing compared to the Russell 2000^® Value benchmark in the last six months.

In the six month period, relative performance was impacted by sector weightings, but was primarily a function of stock selection. The Fund was underweight and had unfavorable stock selection in the financials and technology sectors. Stock selection in the overweighted materials sector hurt performance. On a positive note, overweighted positions in the auto, energy and producer durables sectors and strong stock selection contributed positively to the Fund’s returns. The largest positive contributions were generated by holdings in General Cable Corp., Sauer-Danfoss, Inc., Buckeye Technologies, Inc., and Sappi Ltd. The four largest

Industry Allocation

as of November 30, 2006

(as a percent of net assets)

Portfolio holdings are subject to change daily.

negative contributors were Gibraltar Industries, Inc., Quantum Corp., Albany International Corp., and Griffon Corp. Gibraltar Industries, Inc.’s stock has declined reflecting exposure to residential housing. The company’s revenues are primarily from the replacement market, however, and it continues to make excellent acquisitions. The stock offers excellent risk/reward. Quantum Corp. stock declined on the company’s acquisition of ADIC. After persistent rumors of a takeover of Quantum Corp., shareholders were disappointed. We are pleased with the selection of ADIC’s CFO as CFO of the combined company, and with the renewed focus on execution of new product strategies and cost cutting. We believe that the stock is undervalued. While Albany International Corp.’s revenues have been under pressure, reflecting a consolidation of paper machines in Europe and North America, the company has been gaining share and has entered the growing Asian market. In the short term, however, some renewed price competition in Europe has depressed the stock. The growth in Asia combined with additional restructuring and cost cutting should improve the earning power of this well managed company. Deeply undervalued, in our opinion, Griffon Corp. stock has suffered from short term execution issues in their specialty chemical operations. These problems are fixable, and we continue to believe that management is working to optimize the value of the company either through a sale of the company, or an IPO or spin off of its aerospace operation.

Top Ten Holdings*

as of November 30, 2006

(as a percent of net assets)

     Griffon Corp. 4.0%     

     Casey’s General Stores, Inc. 4.0%     

     Sauer-Danfoss, Inc. 3.6%     

     Warren Resources, Inc. 3.2%     

     Sappi Ltd. ADR 3.1%     

     General Cable Corp. 3.1%     

     Wausau Paper Corp. 3.1%     

     Kennametal, Inc. 3.1%     

     Bowater, Inc. 2.9%     

     Gibraltar Industries, Inc. 2.9%     

     *  Excludes short-term investments related to U.S. government

agency obligations.

Portfolio holdings are subject to change daily.

Current Strategy and Outlook: Despite ongoing concerns about tightening monetary policy, there are few signs of any impact on credit availability for corporate borrowers. Global money continues to grow rapidly supporting economic expansion. In this environment, small cap companies can borrow to fund growth. Thus, despite virtual unanimity among stock market strategists that large cap stocks will significantly outperform small, this has not occurred. Recognizing that it will eventually become more difficult for small companies to borrow, NWQ continues to stress test every stock by using conservative growth assumptions and higher discount rates in our valuation work to minimize the Fund’s downside risk. Using these rigorous inputs, we are still finding mispriced stocks to buy.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in sales charges and fees associated with each class.

30

ING SMALLCAP VALUE CHOICE FUND

PORTFOLIO MANAGERS’ REPORT

Average Annual Returns for the Periods Ended November 30, 2006
					Since Inception			Since Inception			Since Inception
					of Class A and B			of Class C			of Class I
		1 Year			February 1, 2005			February 2, 2005			June 9, 2005
Including Sales Charge:
	Class A(1)		13.87	%		13.59	%		—			—
	Class B(2)		15.05	%		14.55	%		—			—
	Class C(3)		18.91	%		—			16.24	%		—
	Class I		21.25	%		—			—			23.96	%
Excluding Sales Charge:
	Class A		20.86	%		17.33	%		—			—
	Class B		20.05	%		16.49	%		—			—
	Class C		19.91	%		—			16.24	%		—
	Class I		21.25	%		—			—			23.96	%
	Russell 2000® Value Index(4)		21.47	%		16.99	%		16.99	%(6)		20.73	%(7)
	Russell 2000® Index(5)		17.43	%		14.76	%		14.76	%(6)		18.95	%(7)

The table above illustrates the total return of ING SmallCap Value Choice Fund against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

⁽¹⁾Reflects deduction of the maximum Class A sales charge of 5.75%.

⁽²⁾Reflects deduction of the Class B deferred sales charge of 5% and 4% for the 1 year and since inception returns, respectively.

⁽³⁾Reflects deduction of the Class C deferred sales charge of 1% for the since inception returns.

⁽⁴⁾The Russell 2000^® Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

⁽⁵⁾The Russell 2000^® Index is an unmanaged index that measures the performance of securities of small U.S. companies.

⁽⁶⁾Since inception performance for index is shown from February 1, 2005.

⁽⁷⁾Since inception performance for index is shown from June 1, 2005.

31

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b–1) fees; and other Fund expenses. These Examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2006 to November 30, 2006.

Actual Expenses

The first section of the table shown, “Actual Fund Return,” provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second section of the table shown, “Hypothetical 5% Return,” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning		Ending					Expenses Paid
	Account		Account		Annualized			During the
	Value		Value		Expense			Six Months Ended
ING Real Estate Fund	June 1, 2006		November 30, 2006		Ratio			November 30, 2006*
Actual Fund Return
Class A	$	1,000.00	$	1,272.30		1.18	%	$	6.72
Class B		1,000.00		1,268.40		1.93			10.98
Class C		1,000.00		1,268.10		1.93			10.97
Class I		1,000.00		1,274.10		0.89			5.07
Class O		1,000.00		1,272.90		1.13			6.44
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,019.15		1.18	%	$	5.97
Class B		1,000.00		1,015.39		1.93			9.75
Class C		1,000.00		1,015.39		1.93			9.75
Class I		1,000.00		1,020.61		0.89			4.51
Class O		1,000.00		1,019.40		1.13			5.72

*  Expenses are equal to each Fund’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

32

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

		Beginning		Ending					Expenses Paid
		Account		Account		Annualized			During the
		Value		Value		Expense			Six Months Ended
ING Disciplined LargeCap Fund		June 1, 2006		November 30, 2006		Ratio			November 30, 2006*
	Actual Fund Return
	Class A	$	1,000.00	$	1,108.50		1.36	%	$	7.19
	Class B		1,000.00		1,102.70		2.11			11.12
	Class C		1,000.00		1,103.90		2.11			11.13
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,018.25		1.36	%	$	6.88
	Class B		1,000.00		1,014.49		2.11			10.66
	Class C		1,000.00		1,014.49		2.11			10.66
ING Fundamental Research Fund
	Actual Fund Return
	Class A	$	1,000.00	$	1,081.70		1.25	%	$	6.52
	Class B		1,000.00		1,078.10		2.00			10.42
	Class C		1,000.00		1,079.10		2.00			10.42
	Class I(a)		1,000.00		1,125.90		0.88			4.69
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,018.80		1.25	%	$	6.33
	Class B		1,000.00		1,015.04		2.00			10.10
	Class C		1,000.00		1,015.04		2.00			10.10
	Class I		1,000.00		1,020.66		0.88			4.46
ING LargeCap Growth Fund
	Actual Fund Return
	Class A	$	1,000.00	$	1,068.70		1.43	%	$	7.42
	Class B		1,000.00		1,065.70		2.08			10.77
	Class C		1,000.00		1,065.40		2.08			10.77
	Class I		1,000.00		1,071.30		0.96			4.98
	Class Q		1,000.00		1,069.90		1.21			6.28
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,017.90		1.43	%	$	7.23
	Class B		1,000.00		1,014.64		2.08			10.50
	Class C		1,000.00		1,014.64		2.08			10.50
	Class I		1,000.00		1,020.26		0.96			4.86
	Class Q		1,000.00		1,019.00		1.21			6.12

*  Expenses are equal to each Fund’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year (except “Actual Fund Return” information for ING Fundamental Research Fund, which reflects the 134-day period due to its Class I inception date of July 18, 2006).

(a)  Commencement of operations for Class I on July 18, 2006.

33

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

		Beginning		Ending					Expenses Paid
		Account		Account		Annualized			During the
		Value		Value		Expense			Six Months Ended
ING MidCap Opportunities Fund		June 1, 2006		November 30, 2006		Ratio			November 30, 2006*
	Actual Fund Return
	Class A	$	1,000.00	$	1,031.60		1.25	%	$	6.37
	Class B		1,000.00		1,027.80		2.00			10.17
	Class C		1,000.00		1,028.00		2.00			10.17
	Class I		1,000.00		1,033.90		0.79			4.03
	Class Q		1,000.00		1,033.20		1.04			5.30
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,018.80		1.25	%	$	6.33
	Class B		1,000.00		1,015.04		2.00			10.10
	Class C		1,000.00		1,015.04		2.00			10.10
	Class I		1,000.00		1,021.11		0.79			4.00
	Class Q		1,000.00		1,019.85		1.04			5.27
ING Opportunistic LargeCap Fund
	Actual Fund Return
	Class A	$	1,000.00	$	1,083.80		1.25	%	$	6.53
	Class B		1,000.00		1,078.90		2.00			10.42
	Class C		1,000.00		1,077.90		2.00			10.42
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,018.80		1.25	%	$	6.33
	Class B		1,000.00		1,015.04		2.00			10.10
	Class C		1,000.00		1,015.04		2.00			10.10
ING SmallCap Opportunities Fund
	Actual Fund Return
	Class A	$	1,000.00	$	1,057.10		1.50	%	$	7.74
	Class B		1,000.00		1,053.10		2.25			11.58
	Class C		1,000.00		1,053.20		2.25			11.58
	Class I		1,000.00		1,059.40		1.04			5.37
	Class Q		1,000.00		1,058.00		1.29			6.66
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,017.60		1.50	%	$	7.59
	Class B		1,000.00		1,013.84		2.25			11.36
	Class C		1,000.00		1,013.84		2.25			11.36
	Class I		1,000.00		1,019.90		1.04			5.27
	Class Q		1,000.00		1,018.65		1.29			6.53

*  Expenses are equal to each Fund’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

34

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

		Beginning		Ending					Expenses Paid
		Account		Account		Annualized			During the
		Value		Value		Expense			Six Months Ended
ING Financial Services Fund		June 1, 2006		November 30, 2006		Ratio			November 30, 2006*
	Actual Fund Return
	Class A	$	1,000.00	$	1,104.20		1.20	%	$	6.33
	Class B		1,000.00		1,100.20		1.95			10.27
	Class C		1,000.00		1,100.30		1.95			10.27
	Class O		1,000.00		1,104.60		1.19			6.28
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,019.05		1.20	%	$	6.07
	Class B		1,000.00		1,015.29		1.95			9.85
	Class C		1,000.00		1,015.29		1.95			9.85
	Class O		1,000.00		1,019.10		1.19			6.02
ING LargeCap Value Fund
	Actual Fund Return
	Class A	$	1,000.00	$	1,162.90		1.45	%	$	7.86
	Class B		1,000.00		1,159.00		2.20			11.91
	Class C		1,000.00		1,159.20		2.20			11.91
	Class I		1,000.00		1,164.70		1.13			6.13
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,017.80		1.45	%	$	7.33
	Class B		1,000.00		1,014.04		2.20			11.11
	Class C		1,000.00		1,014.04		2.20			11.11
	Class I		1,000.00		1,019.40		1.13			5.72
ING MagnaCap Fund
	Actual Fund Return
	Class A	$	1,000.00	$	1,100.90		1.11	%	$	5.85
	Class B		1,000.00		1,095.50		1.91			10.03
	Class C		1,000.00		1,095.40		1.91			10.03
	Class I		1,000.00		1,101.50		0.84			4.43
	Class M		1,000.00		1,097.20		1.66			8.73
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,019.50		1.11	%	$	5.62
	Class B		1,000.00		1,015.49		1.91			9.65
	Class C		1,000.00		1,015.49		1.91			9.65
	Class I		1,000.00		1,020.86		0.84			4.26
	Class M		1,000.00		1,016.75		1.66			8.39

*  Expenses are equal to each Fund’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

35

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

		Beginning		Ending					Expenses Paid
		Account		Account		Annualized			During the Six
		Value		Value		Expense			Months Ended
ING MidCap Value Fund		June 1, 2006		November 30, 2006		Ratio			November 30, 2006*
	Actual Fund Return
	Class A	$	1,000.00	$	1,081.20		1.49	%	$	7.77
	Class B		1,000.00		1,076.40		2.24			11.66
	Class C		1,000.00		1,076.40		2.24			11.66
	Class I		1,000.00		1,082.80		1.24			6.47
	Class Q		1,000.00		1,081.30		1.49			7.77
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,017.60		1.49	%	$	7.54
	Class B		1,000.00		1,013.84		2.24			11.31
	Class C		1,000.00		1,013.84		2.24			11.31
	Class I		1,000.00		1,019.00		1.24			6.28
	Class Q		1,000.00		1,017.75		1.49			7.54
ING MidCap Value Choice Fund
	Actual Fund Return
	Class A	$	1,000.00	$	1,119.10		1.47	%	$	7.81
	Class B		1,000.00		1,115.40		2.22			11.77
	Class C		1,000.00		1,115.40		2.22			11.77
	Class I		1,000.00		1,121.40		1.16			6.17
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,017.70		1.47	%	$	7.44
	Class B		1,000.00		1,013.94		2.22			11.21
	Class C		1,000.00		1,013.94		2.22			11.21
	Class I		1,000.00		1,019.25		1.16			5.87
ING SmallCap Value Fund
	Actual Fund Return
	Class A	$	1,000.00	$	1,032.60		1.71	%	$	8.71
	Class B		1,000.00		1,028.80		2.46			12.51
	Class C		1,000.00		1,027.90		2.46			12.51
	Class I		1,000.00		1,034.00		1.39			7.09
	Class Q		1,000.00		1,032.90		1.64			8.36
	Hypothetical (5% return before expenses)
	Class A	$	1,000.00	$	1,016.50		1.71	%	$	8.64
	Class B		1,000.00		1,012.73		2.46			12.41
	Class C		1,000.00		1,012.73		2.46			12.41
	Class I		1,000.00		1,018.00		1.39			7.03
	Class Q		1,000.00		1,016.85		1.64			8.29

*  Expenses are equal to each Fund’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

36

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

	Beginning		Ending					Expenses Paid
	Account		Account		Annualized			During the Six
	Value		Value		Expense			Months Ended
ING SmallCap Value Choice Fund	June 1, 2006		November 30, 2006		Ratio			November 30, 2006*
Actual Fund Return
Class A	$	1,000.00	$	1,060.90		1.46	%	$	7.54
Class B		1,000.00		1,057.20		2.21			11.40
Class C		1,000.00		1,056.40		2.21			11.39
Class I		1,000.00		1,062.40		1.15			5.95
Hypothetical (5% return before expenses)
Class A	$	1,000.00	$	1,017.75		1.46	%	$	7.38
Class B		1,000.00		1,013.99		2.21			11.16
Class C		1,000.00		1,013.99		2.21			11.16
Class I		1,000.00		1,019.30		1.15			5.82

*  Expenses are equal to each Fund’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

37

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED)

			ING			ING			ING		ING
			Real			Disciplined			Fundamental		LargeCap
			Estate			LargeCap			Research		Growth
			Fund			Fund			Fund		Fund
ASSETS:
Investments in securities at value+*			$	394,790,856		$	37,926,100		$	5,465,553	$	269,661,525
Short-term investments at amortized cost				4,050,440			2,647,498			—		51,974,303
Repurchase agreement				—			246,000			203,000		—
Cash				476,443			997			391		371,851
Cash collateral for futures				—			9,450			3,150		—
Foreign currencies at value**				—			—			—		513
Receivables:
	Investment securities sold			—			—			148,521		4,527,775
	Fund shares sold			578,238			3,777			7,025		255,420
	Dividends and interest			274,838			97,298			8,064		164,486
	Variation margin receivable			—			105			3		—
Prepaid expenses				58,925			32,109			46,794		35,436
Reimbursement due from manager				27			4,465			27,478		12,806
		Total assets		400,229,767			40,967,799			5,909,979		327,004,115
LIABILITIES:
Payable for investment securities purchased				—			—			95,949		4,366,189
Payable for fund shares redeemed				27,119			36,822			—		610,699
Payable upon receipt of securities loaned				—			2,647,498			—		51,726,337
Payable to affiliates				294,052			52,856			5,008		305,977
Payable for trustee fees				2,957			1,420			399		9,153
Other accrued expenses and liabilities				66,006			66,844			22,212		113,001
		Total liabilities		390,134			2,805,440			123,568		57,131,356
NET ASSETS			$	399,839,633		$	38,162,359		$	5,786,411	$	269,872,759
NET ASSETS WERE COMPRISED OF:
Paid-in capital				229,699,206			74,268,286			5,271,342		576,604,058
Undistributed net investment income (distributions in excess of net investment income or accumulated net investment loss)				(1,164,122	)		(29,716	)		25,842		(1,141,726	)
Accumulated net realized gain (loss) on investments, foreign currency related transactions, and futures				24,918,325			(40,458,638	)		44,774		(344,735,777	)
Net unrealized appreciation on investments, foreign currency related transactions, and futures				146,386,224			4,382,427			444,453		39,146,204
NET ASSETS			$	399,839,633		$	38,162,359		$	5,786,411	$	269,872,759
+ Including securities loaned at value			$	—		$	2,575,625		$	—	$	50,606,694
* Cost of investments in securities			$	248,404,632		$	33,545,638		$	5,025,841	$	230,515,339
** Cost of foreign currencies			$	—		$	—		$	—	$	495

See Accompanying Notes to Financial Statements

38

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

	ING		ING		ING		ING
	Real		Disciplined		Fundamental		LargeCap
	Estate		LargeCap		Research		Growth
	Fund		Fund		Fund		Fund
Class A:
Net assets	$	159,624,596	$	5,635,045	$	5,603,248	$	85,825,816
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		7,732,300		492,742		509,810		4,308,744
Net asset value and redemption price per share	$	20.64	$	11.44	$	10.99	$	19.92
Maximum offering price per share (5.75%)(1)	$	21.90	$	12.14	$	11.66	$	21.14
Class B:
Net assets	$	6,600,587	$	23,478,353	$	59,952	$	74,357,451
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		319,059		2,165,101		5,494		3,887,885
Net asset value and redemption price per share(2)	$	20.69	$	10.84	$	10.91	$	19.13
Maximum offering price per share	$	20.69	$	10.84	$	10.91	$	19.13
Class C:
Net assets	$	4,407,836	$	9,048,961	$	121,396	$	40,047,342
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		206,388		834,536		11,118		2,100,436
Net asset value and redemption price per share(2)	$	21.36	$	10.84	$	10.92	$	19.07
Maximum offering price per share	$	21.36	$	10.84	$	10.92	$	19.07
Class I:
Net assets	$	184,267,571		n/a	$	1,815	$	68,496,147
Shares authorized		unlimited		n/a		unlimited		unlimited
Par value	$	0.01		n/a	$	0.01	$	0.01
Shares outstanding		8,491,016		n/a		165		3,303,875
Net asset value and redemption price per share	$	21.70		n/a	$	11.00	$	20.73
Maximum offering price per share	$	21.70		n/a	$	11.00	$	20.73
Class O:
Net assets	$	44,939,043		n/a		n/a		n/a
Shares authorized		unlimited		n/a		n/a		n/a
Par value	$	0.01		n/a		n/a		n/a
Shares outstanding		2,178,907		n/a		n/a		n/a
Net asset value and redemption price per share	$	20.62		n/a		n/a		n/a
Maximum offering price per share	$	20.62		n/a		n/a		n/a
Class Q:
Net assets		n/a		n/a		n/a	$	1,146,003
Shares authorized		n/a		n/a		n/a		unlimited
Par value		n/a		n/a		n/a	$	0.01
Shares outstanding		n/a		n/a		n/a		55,868
Net asset value and redemption price per share		n/a		n/a		n/a	$	20.51
Maximum offering price per share		n/a		n/a		n/a	$	20.51

(1)	Maximum offering price is computed at 100/94.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.
(2)	Redemption price per share may be reduced for any applicable contingent deferred sales charges.

See Accompanying Notes to Financial Statements

39

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

			ING			ING			ING			ING
			MidCap			Opportunistic			SmallCap			Financial
			Opportunities			LargeCap			Opportunities			Services
			Fund			Fund			Fund			Fund
ASSETS:
Investments in securities at value+*			$	289,001,980		$	5,457,498		$	143,262,561		$	298,324,383
Short-term investments at amortized cost				73,372,935			—			40,639,690			—
Short-term investment in affiliate at amortized cost				—			—			—			5,000,000
Repurchase agreement				11,122,000			—			7,059,000			4,288,000
Cash				346			62,573			539			179
Receivables:
	Investment securities sold			5,235,941			48,100			1,618,346			—
	Fund shares sold			38,901			—			52,211			59,317
	Dividends and interest			151,564			10,787			52,689			702,558
Prepaid expenses				35,523			46,361			28,492			35,451
Reimbursement due from manager				75,623			22,478			28,667			—
		Total assets		379,034,813			5,647,797			192,742,195			308,409,888
LIABILITIES:
Payable for investment securities purchased				7,440,786			79,279			2,023,733			—
Payable for fund shares redeemed				724,843			—			429,148			504,789
Payable upon receipt of securities loaned				73,372,935			—			40,639,690			—
Payable to affiliates				434,523			4,808			199,574			279,032
Payable for trustee fees				9,709			390			7,776			8,623
Other accrued expenses and liabilities				330,073			17,713			210,530			143,066
		Total liabilities		82,312,869			102,190			43,510,451			935,510
NET ASSETS			$	296,721,944		$	5,545,607		$	149,231,744		$	307,474,378
NET ASSETS WERE COMPRISED OF:
Paid-in capital				379,008,675			5,108,502			373,504,290			200,269,810
Undistributed net investment income (accumulated net investment loss)				(1,628,552	)		34,574			(857,760	)		2,613,922
Accumulated net realized gain (loss) on investments				(117,180,429	)		(201,934	)		(242,774,464	)		28,296,251
Net unrealized appreciation on investments				36,522,250			604,465			19,359,678			76,294,395
NET ASSETS			$	296,721,944		$	5,545,607		$	149,231,744		$	307,474,378
+ Including securities loaned at value			$	71,753,965		$	—		$	39,717,713		$	—
* Cost of investments in securities			$	252,479,730		$	4,853,033		$	123,902,883		$	222,029,988

See Accompanying Notes to Financial Statements

40

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

	ING		ING		ING		ING
	MidCap		Opportunistic		SmallCap		Financial
	Opportunities		LargeCap		Opportunities		Services
	Fund		Fund		Fund		Fund
Class A:
Net assets	$	114,733,594	$	5,456,793	$	83,757,205	$	249,113,285
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		7,327,341		502,697		2,710,563		9,711,326
Net asset value and redemption price per share	$	15.66	$	10.86	$	30.90	$	25.65
Maximum offering price per share (5.75%)(1)	$	16.62	$	11.52	$	32.79	$	27.21
Class B:
Net assets	$	91,788,662	$	67,326	$	26,571,147	$	42,351,001
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		6,215,015		6,236		949,586		1,684,058
Net asset value and redemption price per share (2)	$	14.77	$	10.80	$	27.98	$	25.15
Maximum offering price per share	$	14.77	$	10.80	$	27.98	$	25.15
Class C:
Net assets	$	81,911,478	$	21,488	$	35,761,162	$	1,814,389
Shares authorized		unlimited		unlimited		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		5,573,712		1,991		1,280,919		73,205
Net asset value and redemption price per share (2)	$	14.70	$	10.79	$	27.92	$	24.79
Maximum offering price per share	$	14.70	$	10.79	$	27.92	$	24.79
Class I:
Net assets	$	3,425,421		n/a	$	2,958,044		n/a
Shares authorized		unlimited		n/a		unlimited		n/a
Par value	$	0.01		n/a	$	0.01		n/a
Shares outstanding		211,805		n/a		93,649		n/a
Net asset value and redemption price per share	$	16.17		n/a	$	31.59		n/a
Maximum offering price per share	$	16.17		n/a	$	31.59		n/a
Class O:
Net assets		n/a		n/a		n/a	$	14,195,703
Shares authorized		n/a		n/a		n/a		unlimited
Par value		n/a		n/a		n/a	$	0.01
Shares outstanding		n/a		n/a		n/a		555,659
Net asset value and redemption price per share		n/a		n/a		n/a	$	25.55
Maximum offering price per share		n/a		n/a		n/a	$	25.55
Class Q:
Net assets	$	4,862,789		n/a	$	184,186		n/a
Shares authorized		unlimited		n/a		unlimited		n/a
Par value	$	0.01		n/a	$	0.01		n/a
Shares outstanding		306,413		n/a		5,901		n/a
Net asset value and redemption price per share	$	15.87		n/a	$	31.21		n/a
Maximum offering price per share	$	15.87		n/a	$	31.21		n/a

(1)	Maximum offering price is computed at 100/94.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.
(2)	Redemption price per share may be reduced for any applicable contingent deferred sales charges.

See Accompanying Notes to Financial Statements

41

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

											ING
			ING					ING			MidCap
			LargeCap		ING			MidCap			Value
			Value		MagnaCap			Value			Choice
			Fund		Fund			Fund			Fund
ASSETS:
Investments in securities at value+*			$	99,302,384	$	354,917,201		$	82,160,437		$	128,922,240
Short-term investments at amortized cost				9,826,640		63,985,533			26,484,414			59,515,424
Repurchase agreement				—		12,109,000			—			—
Cash				1,091,062		311			440,999			3,750,903
Receivables:
	Investment securities sold			—		7,598,693			—			259,708
	Fund shares sold			1,158,200		68,400			726			1,687,998
	Dividends and interest			206,146		830,635			119,102			265,189
Prepaid expenses				27,480		35,506			21,226			24,358
Reimbursement due from manager				—		—			—			9,048
		Total assets		111,611,912		439,545,279			109,226,904			194,434,868
LIABILITIES:
Payable for investment securities purchased				1,140,387		7,252,965			—			—
Payable for fund shares redeemed				369,269		459,898			407,711			180,852
Payable upon receipt of securities loaned				—		63,985,533			24,719,658			25,802,088
Payable to affiliates				122,615		300,988			121,364			203,428
Payable for trustee fees				214		32,056			4,281			386
Other accrued expenses and liabilities				37,424		182,700			106,832			34,590
		Total liabilities		1,669,909		72,214,140			25,359,846			26,221,344
NET ASSETS			$	109,942,003	$	367,331,139		$	83,867,058		$	168,213,524
NET ASSETS WERE COMPRISED OF:
Paid-in capital				97,262,590		333,190,944			91,585,784			144,831,211
Undistributed net investment income (accumulated net investment loss)				384,271		2,199,894			(248,684	)		487,641
Accumulated net realized gain (loss) on investments				5,324,815		(28,442,387	)		4,440,528			3,931,362
Net unrealized appreciation or depreciation on investments				6,970,327		60,382,688			(11,910,570	)		18,963,310
NET ASSETS			$	109,942,003	$	367,331,139		$	83,867,058		$	168,213,524
+ Including securities loaned at value			$	—	$	62,192,955		$	23,764,412		$	25,237,604
* Cost of investments in securities			$	92,332,057	$	294,534,513		$	94,071,007		$	109,958,930

See Accompanying Notes to Financial Statements

42

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

							ING
	ING				ING		MidCap
	LargeCap		ING		MidCap		Value
	Value		MagnaCap		Value		Choice
	Fund		Fund		Fund		Fund
Class A:
Net assets	$	76,146,380	$	328,786,614	$	35,857,103	$	119,980,369
Shares authorized		unlimited		80,000,000		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		6,349,541		24,747,551		3,323,026		7,982,653
Net asset value and redemption price per share	$	11.99	$	13.29	$	10.79	$	15.03
Maximum offering price per share (5.75%)(1)	$	12.72	$	14.10	$	11.45	$	15.95
Class B:
Net assets	$	10,381,150	$	25,664,731	$	22,947,095	$	9,971,446
Shares authorized		unlimited		80,000,000		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		873,582		1,997,156		2,201,785		669,640
Net asset value and redemption price per share (2)	$	11.88	$	12.85	$	10.42	$	14.89
Maximum offering price per share	$	11.88	$	12.85	$	10.42	$	14.89
Class C:
Net assets	$	15,717,841	$	6,410,744	$	24,191,263	$	38,248,890
Shares authorized		unlimited		20,000,000		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		1,324,076		498,411		2,321,861		2,571,161
Net asset value and redemption price per share (2)	$	11.87	$	12.86	$	10.42	$	14.88
Maximum offering price per share	$	11.87	$	12.86	$	10.42	$	14.88
Class I:
Net assets	$	7,696,632	$	2,993,031	$	855,847	$	12,819
Shares authorized		unlimited		50,000,000		unlimited		unlimited
Par value	$	0.01	$	0.01	$	0.01	$	0.01
Shares outstanding		640,147		226,392		77,871		851
Net asset value and redemption price per share	$	12.02	$	13.22	$	10.99	$	15.06
Maximum offering price per share	$	12.02	$	13.22	$	10.99	$	15.06
Class M:
Net assets		n/a	$	3,476,019		n/a		n/a
Shares authorized		n/a		5,000,000		n/a		n/a
Par value		n/a	$	0.01		n/a		n/a
Shares outstanding		n/a		263,570		n/a		n/a
Net asset value and redemption price per share		n/a	$	13.19		n/a		n/a
Maximum offering price per share (3.50%)(3)		n/a	$	13.67		n/a		n/a
Class Q:
Net assets		n/a		n/a	$	15,750		n/a
Shares authorized		n/a		n/a		unlimited		n/a
Par value		n/a		n/a	$	0.01		n/a
Shares outstanding		n/a		n/a		1,463		n/a
Net asset value and redemption price per share		n/a		n/a	$	10.77		n/a
Maximum offering price per share		n/a		n/a	$	10.77		n/a

(1)	Maximum offering price is computed at 100/94.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.
(2)	Redemption price per share may be reduced for any applicable contingent deffered sales charges.
(3)	Maximum offering price is computed at 100/96.50 of net asset value. On purchases of $50,000 or more, the offering price is reduced.

See Accompanying Notes to Financial Statements

43

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

						ING
			ING			SmallCap
			SmallCap			Value
			Value			Choice
			Fund			Fund
ASSETS:
Investments in securities at value*			$	55,526,274		$	63,563,609
Short-term investments at amortized cost				218,970			4,021,443
Cash				327,666			465,804
Receivables:
	Investment securities sold			1,527,135			—
	Fund shares sold			521			549,287
	Dividends and interest			67,245			29,023
Prepaid expenses				24,778			19,995
Reimbursement due from manager				—			11,235
		Total assets		57,692,589			68,660,396
LIABILITIES:
Payable for investment securities purchased				—			750,588
Payable for fund shares redeemed				177,015			130,856
Payable to affiliates				83,226			78,329
Payable for trustee fees				5,117			869
Other accrued expenses and liabilities				67,816			18,444
		Total liabilities		333,174			979,086
NET ASSETS			$	57,359,415		$	67,681,310
NET ASSETS WERE COMPRISED OF:
Paid-in capital				71,038,556			60,148,390
Undistributed net investment income (accumulated net investment loss)				(184,097	)		57,072
Accumulated net realized gain (loss) on investments				(4,266,194	)		1,582,515
Net unrealized appreciation or depreciation on investments				(9,228,850	)		5,893,333
NET ASSETS			$	57,359,415		$	67,681,310
* Cost of investments in securities			$	64,755,124		$	57,670,276

See Accompanying Notes to Financial Statements

44

STATEMENTS OF ASSETS AND LIABILITIES AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

			ING
	ING		SmallCap
	SmallCap		Value
	Value		Choice
	Fund		Fund
Class A:
Net assets	$	27,388,437	$	43,630,087
Shares authorized		unlimited		unlimited
Par value	$	0.01	$	0.01
Shares outstanding		2,540,891		3,295,345
Net asset value and redemption price per share	$	10.78	$	13.24
Maximum offering price per share (5.75%)(1)	$	11.44	$	14.05
Class B:
Net assets	$	12,881,507	$	3,510,989
Shares authorized		unlimited		unlimited
Par value	$	0.01	$	0.01
Shares outstanding		1,245,086		267,587
Net asset value and redemption price per share(2)	$	10.35	$	13.12
Maximum offering price per share	$	10.35	$	13.12
Class C:
Net assets	$	17,040,128	$	11,482,022
Shares authorized		unlimited		unlimited
Par value	$	0.01	$	0.01
Shares outstanding		1,649,582		874,870
Net asset value and redemption price per share(2)	$	10.33	$	13.12
Maximum offering price per share	$	10.33	$	13.12
Class I:
Net assets	$	44,998	$	9,058,212
Shares authorized		unlimited		unlimited
Par value	$	0.01	$	0.01
Shares outstanding		4,110		682,087
Net asset value and redemption price per share	$	10.95	$	13.28
Maximum offering price per share	$	10.95	$	13.28
Class Q:
Net assets	$	4,345		n/a
Shares authorized		unlimited		n/a
Par value	$	0.01		n/a
Shares outstanding		395		n/a
Net asset value and redemption price per share	$	11.00		n/a
Maximum offering price per share	$	11.00		n/a

(1)	Maximum offering price is computed at 100/94.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.
(2)	Redemption price per share may be reduced for any applicable contingent deffered sales charges.

See Accompanying Notes to Financial Statements

45

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 (UNAUDITED)

					ING			ING			ING
		ING			Disciplined			Fundamental			LargeCap
		Real Estate			LargeCap			Research			Growth
		Fund			Fund			Fund			Fund
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*		$	3,340,659		$	341,275		$	41,421		$	950,078
Interest			133,322			7,632			7,487			52,228
Securities lending income			—			290			—			28,352
	Total investment income		3,473,981			349,197			48,908			1,030,658
EXPENSES:
Investment management fees			1,163,903			132,151			18,841			1,015,565
Distribution and service fees:
	Class A		160,168			7,764			6,544			151,597
	Class B		28,516			116,721			213			385,093
	Class C		18,645			46,187			523			202,345
	Class O		43,062			—			—			—
	Class Q		—			—			—			1,361
Transfer agent fees:
	Class A		43,684			2,860			3,141			63,796
	Class B		1,959			12,898			25			56,733
	Class C		1,279			5,104			62			29,800
	Class I		31,175			—			—			8,367
	Class O		3,554			—			—			—
	Class Q		—			—			—			117
Administrative and shareholder servicing fees			166,270			32,684			2,691			135,407
Shareholder reporting expense			38,125			11,895			1,076			45,912
Registration fees			39,879			23,230			12,371			28,270
Professional fees			21,348			5,588			5,676			27,525
Custody and accounting expense			22,178			7,320			7,515			20,147
Trustee fees			5,815			524			269			6,832
Offering expense			—			—			88,923			—
Insurance expense			—			—			—			2,795
Miscellaneous expense			8,901			1,986			1,960			7,582
Interest Expense			—			—			—			1,126
	Total expenses		1,798,461			406,912			149,830			2,190,370
	Net waived and reimbursed fees		—			(27,999	)		(115,617	)		—
	Brokerage commission recapture		(42,415	)		—			—			(24,072	)
	Net expenses		1,756,046			378,913			34,213			2,166,298
Net investment income (loss)			1,717,935			(29,716	)		14,695			(1,135,640	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FUTURES:
Net realized gain (loss) on:
	Investments		14,707,998			1,697,778			(40,644	)		9,945,584
	Foreign currency related transactions		—			—			—			21,767
	Futures		—			23,710			15,078			—
Net realized gain (loss) on investments, foreign currency related transactions, and futures			14,707,998			1,721,488			(25,566	)		9,967,351
Net change in unrealized appreciation or depreciation on:
	Investments		64,884,149			2,021,182			441,008			8,075,833
	Foreign currency related transactions		—			—			—			18
	Futures		—			7,750			4,741			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures			64,884,149			2,028,932			445,749			8,075,851
Net realized and unrealized gain on investments, foreign currency related transactions, and futures			79,592,147			3,750,420			420,183			18,043,202
Increase in net assets resulting from operations		$	81,310,082		$	3,720,704		$	434,878		$	16,907,562
* Foreign taxes withheld		$	—		$	—		$	191		$	28,431

See Accompanying Notes to Financial Statements

46

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 (UNAUDITED)

		ING			ING			ING			ING
		MidCap			Opportunistic			SmallCap			Financial
		Opportunities			LargeCap			Opportunities			Services
		Fund			Fund			Fund			Fund
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*		$	635,296		$	32,562		$	288,689		$	3,232,671
Interest(1)			242,862			168			131,715			146,661
Securities lending income			43,688			—			68,645			—
	Total investment income		921,846			32,730			489,049			3,379,332
EXPENSES:
Investment management fees			1,512,368			18,226			723,679			1,101,820
Distribution and service fees:
	Class A		172,693			6,435			125,157			407,154
	Class B		479,980			232			137,025			249,397
	Class C		416,366			68			179,209			7,504
	Class O		—			—			—			13,835
	Class Q		5,839			—			223			—
Transfer agent fees:
	Class A		124,413			3,089			101,622			135,922
	Class B		103,620			27			33,423			29,320
	Class C		89,963			8			43,659			873
	Class I		184			—			546			—
	Class O		—			—			—			5,884
	Class Q		252			—			35			—
Administrative and shareholder servicing fees			285,420			2,604			140,273			—
Shareholder reporting expense			85,455			1,042			48,014			41,214
Registration fees			29,792			12,471			29,674			28,249
Professional fees			39,498			5,619			17,021			27,220
Custody and accounting expense			22,875			1,781			15,210			21,300
Trustee fees			8,700			260			3,421			3,660
Offering expense			—			89,352			—			—
Miscellaneous expense			13,248			1,763			8,681			11,965
	Total expenses		3,390,666			142,977			1,606,872			2,085,317
	Net waived and reimbursed fees		(840,268	)		(110,197	)		(260,063	)		(116,592	)
	Net expenses		2,550,398			32,780			1,346,809			1,968,725
Net investment income (loss)			(1,628,552	)		(50	)		(857,760	)		1,410,607
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on investments			9,708,446			(28,983	)		12,515,763			14,930,306
Net change in unrealized appreciation or depreciation on:
	Investments		(575,277	)		451,825			(4,176,685	)		12,746,513
	Foreign currency related transactions		—			(2	)		1			—
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions			(575,277	)		451,823			(4,176,684	)		12,746,513
Net realized and unrealized gain on investments and foreign currency related transactions			9,133,169			422,840			8,339,079			27,676,819
Increase in net assets resulting from operations		$	7,504,617		$	422,790		$	7,481,319		$	29,087,426
* Foreign taxes withheld		$	—		$	56		$	—		$	—
(1) Affiliated income		$	—		$	—		$	—		$	17,827

See Accompanying Notes to Financial Statements

47

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 (UNAUDITED)

											ING
		ING						ING			MidCap
		LargeCap			ING			MidCap			Value
		Value			MagnaCap			Value			Choice
		Fund			Fund			Fund			Fund
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*		$	671,130		$	4,380,918		$	436,234		$	487,312
Interest			108,535			185,260			37,563			707,409
Securities lending income			—			54,554			106,372			30,084
	Total investment income		779,665			4,620,732			580,169			1,224,805
EXPENSES:
Investment management fees			326,123			1,314,588			417,660			523,101
Distribution and service fees:
	Class A		58,902			478,860			48,408			85,682
	Class B		44,102			132,756			116,564			39,268
	Class C		65,315			32,364			120,375			141,057
	Class M		—			12,851			—			—
	Class Q		—			—			18			—
Transfer agent fees:
	Class A		20,027			141,668			30,642			34,797
	Class B		3,748			11,733			18,330			3,960
	Class C		5,552			2,848			18,929			14,254
	Class I		287			162			703			2
	Class M		—			1,349			—			—
	Class Q		—			—			9			—
Administrative service fees			36,892			—			43,621			52,310
Shareholder reporting expense			7,686			56,128			1,504			8,879
Registration fees			26,830			42,973			—			26,457
Professional fees			5,124			21,200			3,570			6,514
Custody and accounting expense			6,575			23,620			6,552			11,120
Trustee fees			549			7,035			3,141			707
Insurance expense			—			3,239			—			—
Miscellaneous expense			3,885			8,288			409			3,172
Interest Expense			—			—			170			—
	Total expenses		611,597			2,291,662			830,605			951,280
	Net waived and reimbursed fees		(2,644	)		(159,624	)		—			(31,729	)
	Brokerage commission recapture		(481	)		—			(7,085	)		(15,212	)
	Net expenses		608,472			2,132,038			823,520			904,339
Net investment income (loss)			171,193			2,488,694			(243,351	)		320,466
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on investments			3,535,865			8,431,891			(2,701,676	)		2,530,834
Net change in unrealized appreciation or depreciation on:
	Investments		7,025,780			23,227,438			9,022,658			12,064,726
	Foreign currency related transactions		—			(1	)		—			—
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions			7,025,780			23,227,437			9,022,658			12,064,726
Net realized and unrealized gain on investments and foreign currency related transactions			10,561,645			31,659,328			6,320,982			14,595,560
Increase in net assets resulting from operations		$	10,732,838		$	34,148,022		$	6,077,631		$	14,916,026
* Foreign taxes withheld		$	759		$	32,726		$	5,620		$	12,313

See Accompanying Notes to Financial Statements

48

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 (UNAUDITED)

					ING
		ING			SmallCap
		SmallCap			Value
		Value			Choice
		Fund			Fund
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*		$	298,336		$	342,252
Interest			18,681			87,825
Securities lending income			149,326			—
	Total investment income		466,343			430,077
EXPENSES:
Investment management fees			301,429			236,233
Distribution and service fees:
	Class A		36,563			36,339
	Class B		69,121			13,671
	Class C		91,276			43,100
	Class Q		41			—
Transfer agent fees:
	Class A		24,877			15,844
	Class B		11,759			1,490
	Class C		15,513			4,698
	Class I		29			1,637
	Class Q		17			—
Administrative service fees			30,705			23,623
Shareholder reporting expense			15,870			4,964
Registration fees			30,244			23,813
Professional fees			7,950			4,634
Custody and accounting expense			5,731			8,128
Trustee fees			2,745			679
Miscellaneous expense			4,905			2,234
Interest Expense			108			—
	Total expenses		648,883			421,087
	Net waived and reimbursed fees		—			(34,749	)
	Brokerage commission recapture		(3,776	)		(10,442	)
	Net expenses		645,107			375,896
Net investment income (loss)			(178,764	)		54,181
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments			(2,696,781	)		386,280
Net change in unrealized appreciation or depreciation on investments			4,083,426			3,704,779
Net realized and unrealized gain on investments			1,386,645			4,091,059
Increase in net assets resulting from operations		$	1,207,881		$	4,145,240
* Foreign taxes withheld		$	2,061		$	—

See Accompanying Notes to Financial Statements

49

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

								ING Disciplined
		ING Real Estate Fund						LargeCap Fund
		Six Months						Six Months
		Ended			Year Ended			Ended			Year Ended
		November 30,			May 31,			November 30,			May 31,
		2006			2006			2006			2006
FROM OPERATIONS:
Net investment income (loss)		$	1,717,935		$	4,054,361		$	(29,716	)	$	(68,813	)
Net realized gain on investments and futures			14,707,998			21,963,828			1,721,488			3,482,071
Net change in unrealized appreciation or depreciation on investments and futures			64,884,149			25,113,333			2,028,932			(624,407	)
Net increase in net assets resulting from operations			81,310,082			51,131,522			3,720,704			2,788,851
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
	Class A		(1,490,716	)		(2,566,941	)		—			(20,068	)
	Class B		(46,973	)		(105,254	)		—			—
	Class C		(28,782	)		(62,864	)		—			—
	Class I		(2,007,083	)		(4,784,572	)		—			—
	Class O		(403,689	)		(599,987	)		—			—
Net realized gains:
	Class A		—			(5,812,816	)		—			—
	Class B		—			(302,426	)		—			—
	Class C		—			(179,433	)		—			—
	Class I		—			(10,452,149	)		—			—
	Class O		—			(1,290,330	)		—			—
Total distributions			(3,977,243	)		(26,156,772	)		—			(20,068	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			62,690,215			115,308,881			2,181,823			4,211,548
Dividends reinvested			3,552,595			23,193,708			—			14,496
			66,242,810			138,502,589			2,181,823			4,226,044
Cost of shares redeemed			(28,376,816	)		(101,643,495	)		(6,142,058	)		(14,571,436	)
Net increase (decrease) in net assets resulting from capital share transactions			37,865,994			36,859,094			(3,960,235	)		(10,345,392	)
Net increase (decrease) in net assets			115,198,833			61,833,844			(239,531	)		(7,576,609	)
NET ASSETS:
Beginning of period			284,640,800			222,806,956			38,401,890			45,978,499
End of period		$	399,839,633		$	284,640,800		$	38,162,359		$	38,401,890
Undistributed net investment income (distributions in excess of net investment income or accumulated net investment loss) at end of period		$	(1,164,122	)	$	1,095,186		$	(29,716	)	$	—

See Accompanying Notes to Financial Statements

50

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Fundamental
	Research Fund						ING LargeCap Growth Fund
	Six Months			December 28,			Six Months
	Ended			2005(1)			Ended			Year Ended
	November 30,			to May 31,			November 30,			May 31,
	2006			2006			2006			2006
FROM OPERATIONS:
Net investment income (loss)	$	14,695		$	6,990		$	(1,135,640	)	$	(2,410,086	)
Net realized gain (loss) on investments, foreign currency related transactions, and futures		(25,566	)		70,340			9,967,351			36,220,023
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		445,749			(1,296	)		8,075,851			(20,867,738	)
Net increase in net assets resulting from operations		434,878			76,034			16,907,562			12,942,199
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		186,010			5,165,971			13,771,882			80,221,412
Cost of shares redeemed		(71,627	)		(4,855	)		(49,584,608	)		(114,987,759	)
Net increase (decrease) in net assets resulting from capital share transactions		114,383			5,161,116			(35,812,726	)		(34,766,347	)
Net increase (decrease) in net assets		549,261			5,237,150			(18,905,164	)		(21,824,148	)
NET ASSETS:
Beginning of period		5,237,150			—			288,777,923			310,602,071
End of period	$	5,786,411		$	5,237,150		$	269,872,759		$	288,777,923
Undistributed net investment income (accumulated net investment loss) at end of period	$	25,842		$	11,147		$	(1,141,726	)	$	(6,086	)

(1)  Commencement of operations

See Accompanying Notes to Financial Statements

51

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

							ING Opportunistic
	ING MidCap Opportunities Fund						LargeCap Fund
	Six Months						Six Months			December 28,
	Ended			Year Ended			Ended			2005(1)
	November 30,			May 31,			November 30,			to May 31,
	2006			2006			2006			2006
FROM OPERATIONS:
Net investment income (loss)	$	(1,628,552	)	$	(4,908,287	)	$	(50	)	$	28,546
Net realized gain (loss) on investments		9,708,446			98,754,455			(28,983	)		(172,951	)
Net change in unrealized appreciation or depreciation on investments and foreign currency transactions		(575,277	)		(39,232,338	)		451,823			152,642
Net increase in net assets resulting from operations		7,504,617			54,613,830			422,790			8,237
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		6,945,388			27,209,447			74,311			5,057,154
Cost of shares redeemed		(46,605,430	)		(119,727,888	)		(16,885	)		—
Net increase (decrease) in net assets resulting from capital share transactions		(39,660,042	)		(92,518,441	)		57,426			5,057,154
Net increase (decrease) in net assets		(32,155,425	)		(37,904,611	)		480,216			5,065,391
NET ASSETS:
Beginning of period		328,877,369			366,781,980			5,065,391			—
End of period	$	296,721,944		$	328,877,369		$	5,545,607		$	5,065,391
Undistributed net investment income (accumulated net investment loss) at end of period	$	(1,628,552	)	$	—		$	34,574		$	34,624

(1)  Commencement of operations

See Accompanying Notes to Financial Statements

52

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

		ING SmallCap
		Opportunities Fund						ING Financial Services Fund
		Six Months						Six Months
		Ended			Year Ended			Ended			Year Ended
		November 30,			May 31,			November 30,			May 31,
		2006			2006			2006			2006
FROM OPERATIONS:
Net investment income (loss)		$	(857,760	)	$	(2,652,118	)	$	1,410,607		$	2,194,203
Net realized gain on investments			12,515,763			64,527,257			14,930,306			23,899,698
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions			(4,176,684	)		(28,193,494	)		12,746,513			13,832,355
Net increase in net assets resulting from operations			7,481,319			33,681,645			29,087,426			39,926,256
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
	Class A		—			—			—			(1,740,903	)
	Class B		—			—			—			(73,306	)
	Class C		—			—			—			(2,732	)
	Class O		—			—			—			(58,021	)
Net realized gains:
	Class A		—			—			—			(15,589,580	)
	Class B		—			—			—			(8,219,594	)
	Class C		—			—			—			(19,903	)
	Class O		—			—			—			(461,154	)
Total distributions			—			—			—			(26,165,193	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			4,517,786			29,308,006			34,874,358			61,106,269
Dividends reinvested			—			—			—			19,452,946
			4,517,786			29,308,006			34,874,358			80,559,215
Cost of shares redeemed			(24,859,239	)		(95,852,416	)		(46,577,534	)		(97,577,296	)
Net decrease in net assets resulting from capital share transactions			(20,341,453	)		(66,544,410	)		(11,703,176	)		(17,018,081	)
Net increase (decrease) in net assets			(12,860,134	)		(32,862,765	)		17,384,250			(3,257,018	)
NET ASSETS:
Beginning of period			162,091,878			194,954,643			290,090,128			293,347,146
End of period		$	149,231,744		$	162,091,878		$	307,474,378		$	290,090,128
Undistributed net investment income (accumulated net investment loss) at end of period		$	(857,760	)	$	—		$	2,613,922		$	1,203,315

See Accompanying Notes to Financial Statements

53

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

		ING LargeCap Value Fund						ING MagnaCap Fund
		Six Months						Six Months
		Ended			Year Ended			Ended			Year Ended
		November 30,			May 31,			November 30,			May 31,
		2006			2006			2006			2006
FROM OPERATIONS:
Net investment income		$	171,193		$	364,436		$	2,488,694		$	3,326,910
Net realized gain on investments			3,535,865			2,657,085			8,431,891			49,585,253
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions			7,025,780			258,554			23,227,437			(8,969,892	)
Net increase in net assets resulting from operations			10,732,838			3,280,075			34,148,022			43,942,271
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
	Class A		—			(217,524	)		(1,255,160	)		(3,246,856	)
	Class B		—			(4,140	)		—			(76,481	)
	Class C		—			(15,696	)		—			(12,808	)
	Class I		—			(31,556	)		(15,644	)		(33,945	)
	Class M		—			—			(2,298	)		(20,123	)
Net realized gains:
	Class A		—			(1,407,656	)		—			—
	Class B		—			(456,950	)		—			—
	Class C		—			(667,380	)		—			—
	Class I		—			(154,947	)		—			—
Total distributions			—			(2,955,849	)		(1,273,102	)		(3,390,213	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			57,430,594			20,646,122			7,764,231			16,026,134
Proceeds issued in merger			—			—			—			31,483,153
Dividends reinvested			—			2,113,921			1,128,805			2,971,606
			57,430,594			22,760,043			8,893,036			50,480,893
Cost of shares redeemed			(10,252,468	)		(15,701,185	)		(33,833,788	)		(75,383,445	)
Net increase (decrease) in net assets resulting from capital share transactions			47,178,126			7,058,858			(24,940,752	)		(24,902,552	)
Net increase in net assets			57,910,964			7,383,084			7,934,168			15,649,506
NET ASSETS:
Beginning of period			52,031,039			44,647,955			359,396,971			343,747,465
End of period		$	109,942,003		$	52,031,039		$	367,331,139		$	359,396,971
Undistributed net investment income at end of period		$	384,271		$	213,078		$	2,199,894		$	984,302

See Accompanying Notes to Financial Statements

54

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

		ING MidCap Value Fund						ING MidCap Value Choice Fund
		Six Months						Six Months
		Ended			Year Ended			Ended			Year Ended
		November 30,			May 31,			November 30,			May 31,
		2006			2006			2006			2006
FROM OPERATIONS:
Net investment income (loss)		$	(243,351	)	$	(1,339,358	)	$	320,466		$	169,520
Net realized gain (loss) on investments			(2,701,676	)		15,293,985			2,530,834			1,729,370
Net change in unrealized appreciation or depreciation on investments			9,022,658			(6,506,322	)		12,064,726			6,938,428
Net increase in net assets resulting from operations			6,077,631			7,448,305			14,916,026			8,837,318
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
	Class A		—			—			—			(57,665	)
	Class B		—			—			—			(1,537	)
	Class C		—			—			—			(8,035	)
	Class I		—			—			—			(11,138	)
Net realized gains:
	Class A		—			(8,934,857	)		—			(165,586	)
	Class B		—			(5,142,799	)		—			(35,054	)
	Class C		—			(5,332,449	)		—			(102,919	)
	Class I		—			(222,814	)		—			(23,003	)
	Class M		—			(2,154	)		—			—
Total distributions			—			(19,635,073	)		—			(404,937	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			1,189,376			4,584,580			95,725,468			59,815,178
Dividends reinvested			—			15,883,657			—			286,053
			1,189,376			20,468,237			95,725,468			60,101,231
Cost of shares redeemed			(20,009,820	)		(65,362,602	)		(10,451,972	)		(7,225,859	)
Net increase (decrease) in net assets resulting from capital share transactions			(18,820,444	)		(44,894,365	)		85,273,496			52,875,372
Net increase (decrease) in net assets			(12,742,813	)		(57,081,133	)		100,189,522			61,307,753
NET ASSETS:
Beginning of period			96,609,871			153,691,004			68,024,002			6,716,249
End of period		$	83,867,058		$	96,609,871		$	168,213,524		$	68,024,002
Undistributed net investment income (accumulated net investment loss) at end of period		$	(248,684	)	$	(5,333	)	$	487,641		$	167,175

See Accompanying Notes to Financial Statements

55

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

								ING SmallCap Value
		ING SmallCap Value Fund						Choice Fund
		Six Months						Six Months
		Ended			Year Ended			Ended			Year Ended
		November 30,			May 31,			November 30,			May 31,
		2006			2006			2006			2006
FROM OPERATIONS:
Net investment income (loss)		$	(178,764	)	$	(556,600	)	$	54,181		$	(35,021	)
Net realized gain (loss) on investments			(2,696,781	)		4,953,324			386,280			1,378,067
Net change in unrealized appreciation or depreciation on investments			4,083,426			3,335,087			3,704,779			2,321,540
Net increase in net assets resulting from operations			1,207,881			7,731,811			4,145,240			3,664,586
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
	Class A		—			—			—			(46,978	)
	Class B		—			—			—			(264	)
	Class C		—			—			—			(3,505	)
	Class I		—			—			—			(3,927	)
Net realized gains:
	Class A		—			(13,147,307	)		—			(78,955	)
	Class B		—			(5,008,132	)		—			(8,444	)
	Class C		—			(7,840,098	)		—			(27,492	)
	Class I		—			(114,787	)		—			(4,501	)
	Class Q		—			(15,523	)		—			—
Return of capital:
	Class A		—			(76,567	)		—			—
	Class B		—			(29,167	)		—			—
	Class C		—			(45,660	)		—			—
	Class I		—			(669	)		—			—
	Class O		—			(90	)		—			—
Total distributions			—			(26,278,000	)		—			(174,066	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			247,469			5,673,303			36,609,237			28,818,198
Dividends reinvested			—			21,203,110			—			129,190
			247,469			26,876,413			36,609,237			28,947,388
Cost of shares redeemed			(14,493,400	)		(85,016,873	)		(6,523,343	)		(5,071,697	)
Net increase (decrease) in net assets resulting from capital share transactions			(14,245,931	)		(58,140,460	)		30,085,894			23,875,691
Net increase (decrease) in net assets			(13,038,050	)		(76,686,649	)		34,231,134			27,366,211
NET ASSETS:
Beginning of period			70,397,465			147,084,114			33,450,176			6,083,965
End of period		$	57,359,415		$	70,397,465		$	67,681,310		$	33,450,176
Undistributed net investment income (accumulated net investment loss) at end of period		$	(184,097	)	$	(5,333	)	$	57,072		$	2,891

See Accompanying Notes to Financial Statements

56

ING REAL ESTATE FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A
		Six Months											December 20,
		Ended			Year Ended May 31,								2002(1) to
		November 30,											May 31,
		2006			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$		16.42			14.82			12.76			11.06		10.06
Income from investment operations:
Net investment income	$		0.08	*		0.20	†		0.47	*		0.57		0.16
Net realized and unrealized gain on investments	$		4.36			3.02			3.04			2.29		1.04
Total from investment operations	$		4.44			3.22			3.51			2.86		1.20
Less distributions from:
Net investment income	$		0.22			0.49			0.50			0.65		0.20
Net realized gain from investments	$		—			1.13			0.95			0.51		—
Total distributions	$		0.22			1.62			1.45			1.16		0.20
Net asset value, end of period	$		20.64			16.42			14.82			12.76		11.06
Total Return(2)	%		27.23			22.63			28.51			26.79		12.06
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		159,625			102,853			57,799			16,569		982
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		1.18			1.16			1.15			1.27		1.45
Net expenses after expense reimbursement/recoupment and prior to brokerage commission recapture(3)(4)	%		1.20			1.20			1.23			1.31		1.45
Gross expenses prior to expense reimbursement/recoupment and brokerage commission recapture(3)	%		1.20			1.20			1.15			1.37		1.53
Net investment income after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		0.91			1.36	†		3.34			4.84		0.01
Portfolio turnover rate	%		17			51			91			132		62

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Per share data calculated using average number of shares outstanding throughout the period.

†   Effective June 1, 2005, the Fund adopted a policy to reduce cost of investments for financial statement purposes by the distributions received in excess of income from Real Estate Investment Trusts. The effect of this change for the twelve months ended May 31, 2006 was to decrease the net investment income per share by $0.25, increase net realized and unrealized gain on investments per share by $0.25 and decrease the ratio of net investment income to average net assets from 2.91% to 1.36% and 2.16% to 0.61% on Class A and Class B, respectively.

See Accompanying Notes to Financial Statements

57

ING REAL ESTATE FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

		Class B
		Six Months										November 20,
		Ended		Year Ended May 31,								2002(1) to
		November 30,										May 31,
		2006		2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$		16.45		14.85			12.78			11.10		10.00
Income from investment operations:
Net investment income	$		0.02		0.08†			0.37	*		0.45		0.12
Net realized and unrealized gain on investments	$		4.37		3.02			3.05			2.32		1.15
Total from investment operations	$		4.39		3.10			3.42			2.77		1.27
Less distributions from:
Net investment income	$		0.15		0.37			0.40			0.58		0.17
Net realized gain from investments	$		—		1.13			0.95			0.51		—
Total distributions	$		0.15		1.50			1.35			1.09		0.17
Net asset value, end of period	$		20.69		16.45			14.85			12.78		11.10
Total Return(2)	%		26.84		21.70			27.62			25.81		12.77
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		6,601		5,037			3,484			1,990		149
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		1.93		1.91			1.90			2.02		2.20
Net expenses after expense reimbursement/recoupment and prior to brokerage commission recapture(3)(4)	%		1.95		1.95			1.98			2.06		2.20
Gross expenses prior to expense reimbursement/recoupment and brokerage commission recapture(3)	%		1.95		1.95			1.90			2.12		2.30
Net investment income after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		0.17		0.61	†		2.64			3.28		1.91
Portfolio turnover rate	%		17		51			91			132		62

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Per share data calculated using average number of shares outstanding throughout the period.

†   Effective June 1, 2005, the Fund adopted a policy to reduce cost of investments for financial statement purposes by the distributions received in excess of income from Real Estate Investment Trusts. The effect of this change for the twelve months ended May 31, 2006 was to decrease the net investment income per share by $0.25, increase net realized and unrealized gain on investments per share by $0.25 and decrease the ratio of net investment income to average net assets from 2.91% to 1.36% and 2.16% to 0.61% on Class A and Class B, respectively.

See Accompanying Notes to Financial Statements

58

ING REAL ESTATE FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class C
		Six Months										January 17,
		Ended		Year Ended May 31,								2003(1) to
		November 30,										May 31,
		2006		2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$		16.98		15.28			13.11			11.37		9.96
Income (loss) from investment operations:
Net investment income (loss)	$		0.02		0.11	†		0.38	*		0.43		(0.01	)*
Net realized and unrealized gain on investments	$		4.51		3.09			3.13			2.40		1.50
Total from investment operations	$		4.53		3.20			3.51			2.83		1.49
Less distributions from:
Net investment income	$		0.15		0.37			0.39			0.58		0.08
Net realized gain from investments	$		—		1.13			0.95			0.51		—
Total distributions	$		0.15		1.50			1.34			1.09		0.08
Net asset value, end of period	$		21.36		16.98			15.28			13.11		11.37
Total Return(2)	%		26.81		21.69			27.57			25.75		15.03
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		4,408		3,124			2,720			2,708		157
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		1.93		1.91			1.90			2.02		2.20
Net expenses after expense reimbursement/ recoupment and prior to brokerage commission recapture (3)(4)	%		1.95		1.95			1.98			2.06		2.20
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		1.95		1.95			1.90			2.12		2.30
Net investment income (loss) after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		0.17		0.61	†		2.65			3.54		(1.62	)
Portfolio turnover rate	%		17		51			91			132		62

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Per share data calculated using average number of shares outstanding throughout the period.

†   Effective June 1, 2005, the Fund adopted a policy to reduce cost of investments for financial statement purposes by the distributions received in excess of income from Real Estate Investment Trusts. The effect of this change for the twelve months ended May 31, 2006 was to decrease the net investment income per share by $0.26, increase net realized and unrealized gain on investments per share by $0.26 and decrease the ratio of net investment income to average net assets from 2.16% to 0.61% on Class C.

See Accompanying Notes to Financial Statements

59

ING REAL ESTATE FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class I
		Six Months										Period
		Ended		Year Ended May 31,								Ended		Year Ended
		November 30,										May 31,		October 31,
		2006		2006			2005			2004		2003(1)		2002
Per Share Operating Performance:
Net asset value, beginning of period	$		17.25		15.49			13.28			11.45		9.98		9.77
Income from investment operations:
Net investment income	$		0.12		0.28	*†		0.54	*		0.58		0.20		0.60
Net realized and unrealized gain on investments	$		4.57		3.14			3.15			2.43		1.47		0.23
Total from investment operations	$		4.69		3.42			3.69			3.01		1.67		0.83
Less distributions from:
Net investment income	$		0.24		0.53			0.53			0.67		0.20		0.62
Net realized gain from investments	$		—		1.13			0.95			0.51		—		—
Total distributions	$		0.24		1.66			1.48			1.18		0.20		0.62
Net asset value, end of period	$		21.70		17.25			15.49			13.28		11.45		9.98
Total Return(2)	%		27.41		22.98			28.82			27.24		16.95		8.06
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		184,268		144,907			146,499			161,904		125,645		97,331
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		0.89		0.88			0.90			0.96		1.00		0.98
Net expenses after expense reimbursement/ recoupment and prior to brokerage commission recapture(3)(4)	%		0.92		0.92			0.98			0.96		1.00		0.98
Gross expenses prior to expense reimbursement/ recoupment and brokerage commission recapture(3)	%		0.92		0.92			0.90			1.06		1.19		0.98
Net investment income after expense reimbursement(3)(4)	%		1.20		1.68	†		3.70			4.69		4.26		4.29
Portfolio turnover rate	%		17		51			91			132		62		106

⁽¹⁾ On November 4, 2002, pursuant to an Agreement and Plan of Reorganization dated August 20, 2002, all of the assets and liabilities of the CRA Realty Shares Portfolio were transferred to the newly created ING Real Estate Fund in exchange for shares of the ING Real Estate Fund. The financial highlight information presented for periods prior to November 4, 2002 reflects the activity of the CRA Realty Shares Portfolio. The ING Real Estate Fund has adopted a fiscal year end of May 31.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Per share data calculated using average number of shares outstanding throughout the period.

†   Effective June 1, 2005, the Fund adopted a policy to reduce cost of investments for financial statement purposes by the distributions received in excess of income from Real Estate Investment Trusts. The effect of this change for the twelve months ended May 31, 2006 was to decrease the net investment income per share by $0.26, increase net realized and unrealized gain on investments per share by $0.26 and decrease the ratio of net investment income to average net assets from 3.23% to 1.68% on Class I.

See Accompanying Notes to Financial Statements

60

ING REAL ESTATE FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class O
		Six Months			Year			September 15,
		Ended			Ended			2004(1) to
		November 30,			May 31,			May 31,
		2006			2006			2005
Per Share Operating Performance:
Net asset value, beginning of period	$		16.40			14.81			13.52
Income from investment operations:
Net investment income	$		0.09	*		0.21	†		0.39
Net realized and unrealized gain on investments	$		4.35			3.00			2.23
Total from investment operations	$		4.44			3.21			2.62
Less distributions from:
Net investment income	$		0.22			0.49			0.38
Net realized gain from investments	$		—			1.13			0.95
Total distributions	$		0.22			1.62			1.33
Net asset value, end of period	$		20.62			16.40			14.81
Total Return(2)	%		27.29			22.60			20.12
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		44,939			28,720			12,305
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		1.13			1.13			1.15
Net expenses after expense reimbursement/recoupment and prior to brokerage commission recapture(3)(4)	%		1.15			1.16			1.23
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		1.15			1.16			1.15
Net investment income after expense reimbursement/recoupment and brokerage commission recapture (3)(4)	%		0.96			1.36	†		3.32
Portfolio turnover rate	%		17			51			91

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Per share data calculated using average number of shares outstanding throughout the period.

†   Effective June 1, 2005, the Fund adopted a policy to reduce cost of investments for financial statement purposes by the distributions received in excess of income from Real Estate Investment Trusts. The effect of this change for the twelve months ended May 31, 2006 was to decrease the net investment income per share by $0.25, increase net realized and unrealized gain on investments per share by $0.25 and decrease the ratio of net investment income to average net assets from 2.91% to 1.36% on Class O.

See Accompanying Notes to Financial Statements

61

ING DISCIPLINED LARGECAP FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A
		Six Months
		Ended		Year Ended May 31,
		November 30,
		2006		2006		2005		2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.32		9.68		8.82		7.61		8.43			9.87
Income (loss) from investment operations:
Net investment income	$		0.03		0.05		0.06		0.01		0.03			0.03
Net realized and unrealized gain (loss) on investments	$		1.09		0.63		0.80		1.20		(0.85	)		(1.47	)
Total from investment operations	$		1.12		0.68		0.86		1.21		(0.82	)		(1.44	)
Less distributions from:
Net investments income	$		—		0.04		—		—		—			—
Total distributions	$		—		0.04		—		—		—			—
Net asset value, end of period	$		11.44		10.32		9.68		8.82		7.61			8.43
Total Return(1)	%		10.85		7.02		9.75		15.90		(9.73	)		(14.59	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		5,635		4,977		5,173		5,362		7,205			9,883
Ratios to average net assets:
Net expenses after expense reimbursement(2)(3)	%		1.36		1.36		1.40		1.53		1.54			1.33
Gross expenses prior to expense reimbursement(3)(4)	%		1.55		1.50		1.42		1.53		1.54			1.33
Net investment income (loss) after expense reimbursement(2)(3)	%		0.51		0.51		0.60		0.11		0.32			0.12
Portfolio turnover rate	%		56		173		154		200		106			149

		Class B
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		9.83			9.25			8.49			7.37			8.23			9.70
Income (loss) from investment operations:
Net investment loss	$		(0.01	)		(0.03	)		(0.01	)		(0.05	)		(0.03	)		(0.07	)
Net realized and unrealized gain (loss) on investments	$		1.02			0.61			0.77			1.17			(0.83	)		(1.40	)
Total from investment operations	$		1.01			0.58			0.76			1.12			(0.86	)		(1.47	)
Net asset value, end of period	$		10.84			9.83			9.25			8.49			7.37			8.23
Total Return(1)	%		10.27			6.27			8.95			15.20			(10.45	)		(15.15	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		23,478			23,954			28,635			32,848			34,358			53,185
Ratios to average net assets:
Net expenses after expense reimbursement(2)(3)	%		2.11			2.11			2.12			2.23			2.24			2.03
Gross expenses prior to expense reimbursement(3)	%		2.25			2.20			2.12			2.23			2.24			2.03
Net investment loss after expense reimbursement(2)(3)	%		(0.26	)		(0.25	)		(0.11	)		(0.59	)		(0.43	)		(0.58	)
Portfolio turnover rate	%		56			173			154			200			106			149

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ ING Funds Distributor, LLC has contractually agreed to waive 0.05% of the Distribution Fee for Class A shares of Disciplined LargeCap.

See Accompanying Notes to Financial Statements

62

ING DISCIPLINED LARGECAP FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class C
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		9.82			9.25			8.49			7.37			8.23			9.70
Income (loss) from investment operations:
Net investment loss	$		(0.01	)		(0.03	)		(0.01	)		(0.06	)		(0.04	)		(0.09	)
Net realized and unrealized gain (loss) on investments	$		1.03			0.60			0.77			1.18			(0.82	)		(1.38	)
Total from investment operations	$		1.02			0.57			0.76			1.12			(0.86	)		(1.47	)
Net asset value, end of period	$		10.84			9.82			9.25			8.49			7.37			8.23
Total Return(1)	%		10.39			6.16			8.95			15.20			(10.45	)		(15.15	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		9,049			9,471			12,170			15,233			21,478			36,486
Ratios to average net assets:
Net expenses after expense reimbursement(2)(3)	%		2.11			2.11			2.12			2.23			2.24			2.03
Gross expenses prior to expense reimbursement(3)	%		2.25			2.20			2.12			2.23			2.24			2.03
Net investment loss after expense reimbursement(2)(3)	%		(0.26	)		(0.25	)		(0.11	)		(0.59	)		(0.43	)		(0.58	)
Portfolio turnover rate	%		56			173			154			200			106			149

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Annualized for periods less than one year.

See Accompanying Notes to Financial Statements

63

ING FUNDAMENTAL RESEARCH FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A				Class B						Class C						Class I
		Six Months				Six Months						Six Months						July 18,
		Ended		December 28,		Ended			February 6,			Ended			April 17,			2006(1) to
		November 30,		2005(1) to		November 30,			2006(1) to			November 30,			2006(1) to			November 30,
		2006		May 31, 2006		2006			May 31, 2006			2006			May 31, 2006			2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.16		10.00		10.12			10.15			10.12			10.31			9.77
Income (loss) from investment operations:
Net investment income (loss)	$		0.03		0.01		(0.01	)*		(0.02	)*		(0.01	)*		(0.02	)*		0.04	*
Net realized and unrealized gain (loss) on investments	$		0.80		0.15		0.80			(0.01	)*		0.81			(0.17	)		1.19
Total from investment operations	$		0.83		0.16		0.79			(0.03	)		0.80			(0.19	)		1.23
Net asset value, end of period	$		10.99		10.16		10.91			10.12			10.92			10.12			11.00
Total Return(2)	%		8.17		1.60		7.81			(0.30	)		7.91			(1.84	)		12.59
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		5,603		5,136		60			25			121			77			2
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)	%		1.25		1.25		2.00			2.00			2.00			2.00			0.88
Gross expenses prior to expense reimbursement(3)	%		5.55		3.74		6.30			4.49			6.30			4.49			5.18
Net investment income (loss) after expense reimbursement(3)(4)	%		0.57		0.32		(0.25	)		(0.42	)		(0.24	)		(0.42	)		0.99
Portfolio turnover rate	%		116		54		116			54			116			54			116

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investment, LLC within three years of being incurred.

* Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

64

ING LARGECAP GROWTH FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		18.64			17.88			18.11			14.33			16.59			24.40
Income (loss) from investment operations:
Net investment loss	$		(0.07	)		(0.10	)**		(0.07	)		(0.10	)		(0.15	)		(0.18	)
Net realized and unrealized gain (loss) on investments	$		1.35			0.86			0.37			3.88			(2.11	)		(7.63	)
Total from investment operations	$		1.28			0.76			0.30			3.78			(2.26	)		(7.81	)
Less distributions from:
Net investment income	$		—			—			0.38			—			—			0.00	*
Return of capital	$		—			—			0.15			—			—			—
Total distributions	$		—			—			0.53			—			—			0.00	*
Net asset value, end of period	$		19.92			18.64			17.88			18.11			14.33			16.59
Total Return(1)	%		6.87			4.25			1.65			26.38			(13.62	)		(31.99	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		85,826			95,300			111,208			109,858			40,941			65,642
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment and brokerage commission recapture(2)(3)	%		1.43			1.44			1.43			1.42			1.60			1.58
Net expenses after expense reimbursement/ recoupment and prior to brokerage commission recapture (2)(3)	%		1.45			1.45			1.45			1.45			1.60			1.58
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		1.45			1.43			1.40			1.61			1.76			1.58
Net investment loss after expense reimbursement/ recoupment and brokerage commission recapture(2)(3)	%		(0.67	)		(0.55	)		(0.49	)		(0.82	)		(0.96	)		(1.12	)
Portfolio turnover rate	%		42			99			81			142			291			536

		Class B
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		17.95			17.33			17.57			13.99			16.30			24.14
Income (loss) from investment operations:
Net investment loss	$		(0.13	)		(0.22	)**		(0.24	)		(0.21	)		(0.24	)		(0.43	)
Net realized and unrealized gain (loss) on investments	$		1.31			0.84			0.41			3.79			(2.07	)		(7.41	)
Total from investment operations	$		1.18			0.62			0.17			3.58			(2.31	)		(7.84	)
Less distributions from:
Net investment income	$		—			—			0.26			—			—			—
Return of capital	$		—			—			0.15			—			—			—
Total distributions	$		—			—			0.41			—			—			—
Net asset value, end of period	$		19.13			17.95			17.33			17.57			13.99			16.30
Total Return(1)	%		6.57			3.58			0.97			25.59			(14.17	)		(32.48	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		74,357			83,019			106,162			119,658			72,575			116,738
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment and brokerage commission recapture(2)(3)	%		2.08			2.09			2.08			2.07			2.25			2.23
Net expenses after expense reimbursement/ recoupment and prior to brokerage commission recapture(2)(3)	%		2.10			2.10			2.10			2.09			2.25			2.23
Gross expenses prior to expense reimbursement/ recoupment and brokerage commission recapture(3)	%		2.10			2.08			2.05			2.26			2.41			2.23
Net investment loss after expense reimbursement and brokerage commission recapture(2)(3)	%		(1.32	)		(1.20	)		(1.13	)		(1.47	)		(1.61	)		(1.77	)
Portfolio turnover rate	%		42			99			81			142			291			536

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Annualized for periods less than one year.

* Amount represents less than $0.005 per share.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

65

ING LARGECAP GROWTH FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class C
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		17.90			17.27			17.52			13.95			16.25			24.07
Income (loss) from investment operations:
Net investment loss	$		(0.13	)		(0.22	)*		(0.19	)		(0.22	)		(0.25	)		(0.48	)
Net realized and unrealized gain (loss) on investments	$		1.30			0.85			0.36			3.79			(2.05	)		(7.34	)
Total from investment operations	$		1.17			0.63			0.17			3.57			(2.30	)		(7.82	)
Less distributions from:
Net investment income	$		—			—			0.27			—			—			—
Return of capital	$		—			—			0.15			—			—			—
Total distributions	$		—			—			0.42			—			—			—
Net asset value, end of period	$		19.07			17.90			17.27			17.52			13.95			16.25
Total Return(2)	%		6.54			3.65			0.92			25.59			(14.15	)		(32.49	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		40,047			43,089			52,355			53,976			31,516			54,048
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture(3)(4)	%		2.08			2.09			2.08			2.07			2.25			2.23
Net expenses after expense reimbursement and prior to brokerage commission recapture (3)(4)	%		2.10			2.10			2.10			2.09			2.25			2.23
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		2.10			2.08			2.05			2.26			2.41			2.23
Net investment loss after expense reimbursement and brokerage commission recapture(3)(4)	%		(1.32	)		(1.20	)		(1.13	)		(1.47	)		(1.61	)		(1.77	)
Portfolio turnover rate	%		42			99			81			142			291			536

		Class I
		Six Months															January 8,
		Ended			Year Ended May 31,												2002(1) to
		November 30,															May 31,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		19.35			18.47			18.69			14.71			16.93			21.04
Income (loss) from investment operations:
Net investment income (loss)	$		(0.02	)		(0.01	)*		0.02			(0.05	)		(0.06	)		(0.02	)
Net realized and unrealized gain (loss) on investments	$		1.40			0.89			0.37			4.03			(2.16	)		(4.09	)
Total from investment operations	$		1.38			0.88			0.39			3.98			(2.22	)		(4.11	)
Less distributions from:
Net investment income	$		—			—			0.46			—			—			—
Return of capital	$		—			—			0.15			—			—			—
Total distribution	$		—			—			0.61			—			—			—
Net asset value, end of period	$		20.73			19.35			18.47			18.69			14.71			16.93
Total Return(2)	%		7.13			4.76			2.07			27.06			(13.11	)		(19.53	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		68,496			66,319			38,841			36,504			22,156			26,106
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture(3)(4)	%		0.96			0.98			0.97			0.91			1.05			0.96
Net expenses after expense reimbursement and prior to brokerage commission recapture (3)(4)	%		0.98			0.98			0.99			0.94			1.05			0.96
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		0.98			0.97			0.94			1.10			1.21			0.96
Net investment loss after expense reimbursement and brokerage commission recapture(3)(4)	%		(0.20	)		(0.05	)		(0.02	)		(0.31	)		(0.42	)		(0.43	)
Portfolio turnover rate	%		42			99			81			142			291			536

⁽¹⁾ Commencement of operations

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

*  Per share data calculated using average number of shares outstanding throughout the period

See Accompanying Notes to Financial Statements

66

ING LARGECAP GROWTH FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class Q
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		19.17			18.35			18.58			14.66			16.92			24.81
Income (loss) from investment operations:
Net investment loss	$		(0.04	)		(0.07	)*		(0.06	)		(0.11	)		(0.15	)		(0.44	)
Net realized and unrealized gain (loss) on investments	$		1.38			0.89			0.40			4.03			(2.11	)		(7.44	)
Total from investment operations	$		1.34			0.82			0.34			3.92			(2.26	)		(7.88	)
Less distributions from:
Net investment income	$		—			—			0.42			—			—			0.01
Return of capital	$		—			—			0.15			—			—			—
Total distributions	$		—			—			0.57			—			—			0.01
Net asset value, end of period	$		20.51			19.17			18.35			18.58			14.66			16.92
Total Return(1)	%		6.99			4.47			1.81			26.74			(13.36	)		(31.77	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		1,146			1,051			2,037			6,035			6,178			16,840
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture(2)(3)	%		1.21			1.23			1.22			1.14			1.31			1.21
Net expenses after expense reimbursement and prior to brokerage commission recapture (2)(3)	%		1.23			1.24			1.24			1.17			1.31			1.21
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		1.23			1.22			1.19			1.32			1.47			1.21
Net investment loss after expense reimbursement and brokerage commission recapture(2)(3)	%		(0.45	)		(0.36	)		(0.27	)		(0.53	)		(0.66	)		(0.76	)
Portfolio turnover rate	%		42			99			81			142			291			536

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Annualized for periods less than one year.

* Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

67

ING MIDCAP OPPORTUNITIES FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		15.18			13.01			12.06			10.12			11.11			14.58
Income (loss) from investment operations:
Net investment loss	$		(0.05	)		(0.13	)*		(0.16	)		(0.06	)		(0.12	)		(0.17	)*
Net realized and unrealized gain (loss) on investments	$		0.53			2.30			1.10			2.00			(0.87	)		(3.30	)
Total from investment operations	$		0.48			2.17			0.94			1.94			(0.99	)		(3.47	)
Payment by affiliate	$		—			—			0.01			—			—			—
Net asset value, end of period	$		15.66			15.18			13.01			12.06			10.12			11.11
Total Return(1)	%		3.16			16.68			7.88	†		19.17			(8.91	)		(23.80	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		114,734			122,820			118,668			133,363			44,010			68,106
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(2)(3)	%		1.25			1.39			1.64			1.59			1.50			1.77
Gross expenses prior to expense reimbursement/recoupment(3)(4)	%		1.84			1.82			1.71			1.70			1.83			1.99
Net investment loss after expense reimbursement/recoupment(2)(3)	%		(0.64	)		(0.90	)		(1.15	)		(1.06	)		(1.15	)		(1.45	)
Portfolio turnover rate	%		86			103			50			115			345			399

		Class B
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		14.37			12.41			11.59			9.80			10.83			14.30
Income (loss) from investment operations:
Net investment loss	$		(0.11	)		(0.23	)*		(0.27	)		(0.06	)		(0.20	)		(0.25	)*
Net realized and unrealized gain (loss) on investments	$		0.51			2.19			1.08			1.85			(0.83	)		(3.22	)
Total from investment operations	$		0.40			1.96			0.81			1.79			(1.03	)		(3.47	)
Payment by affiliate	$		—			—			0.01			—			—			—
Net asset value, end of period	$		14.77			14.37			12.41			11.59			9.80			10.83
Total Return(1)	%		2.78			15.79			7.08	†		18.27			(9.51	)		(24.27	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		91,789			107,722			139,100			191,288			43,183			69,621
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment(2)(3)	%		2.00			2.15			2.37			2.29			2.20			2.47
Gross expenses prior to expense reimbursement/recoupment(3)	%		2.54			2.52			2.41			2.40			2.53			2.69
Net investment loss after expense reimbursement/recoupment(2)(3)	%		(1.39	)		(1.66	)		(1.87	)		(1.69	)		(1.85	)		(2.15	)
Portfolio turnover rate	%		86			103			50			115			345			399

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ ING Funds Distributor, LLC has contractually agreed to waive 0.05% of the Distribution Fee for Class A shares of MidCap Opportunities.

* Per share data calculated using average number of shares outstanding throughout the period.

†   In 2005, the Sub-Adviser fully reimbursed the Fund for a loss on an investment transaction, which otherwise would have had a 0.08% impact on the Fund’s total return. Excluding the reimbursement, total return would have been 7.80% and 7.00% for Class A and Class B, respectively.

See Accompanying Notes to Financial Statements

68

ING MIDCAP OPPORTUNITIES FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class C
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		14.30			12.35			11.53			9.75			10.77			14.24
Income (loss) from investment operations:
Net investment loss	$		(0.10	)		(0.23	)*		(0.26	)		(0.12	)		(0.19	)		(0.25	)*
Net realized and unrealized gain (loss) on investments	$		0.50			2.18			1.07			1.90			(0.83	)		(3.22	)
Total from investment operations	$		0.40			1.95			0.81			1.78			(1.02	)		(3.47	)
Payment by affiliate	$		—			—			0.01			—			—			—
Net asset value, end of period	$		14.70			14.30			12.35			11.53			9.75			10.77
Total Return(1)	%		2.80			15.79			7.11	†		18.26			(9.47	)		(24.37	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		81,911			90,156			101,261			131,461			67,730			100,888
Ratios to average net assets:
Net expenses after expense reimbursement(2)(3)	%		2.00			2.15			2.37			2.29			2.20			2.47
Gross expenses prior to expense reimbursement(3)	%		2.54			2.52			2.41			2.40			2.53			2.69
Net investment loss after expense reimbursement(2)(3)	%		(1.39	)		(1.66	)		(1.88	)		(1.80	)		(1.85	)		(2.15	)
Portfolio turnover rate	%		86			103			50			115			345			399

		Class I
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		15.64			13.35			12.33			10.33			11.29			14.73
Income (loss) from investment operations:
Net investment loss	$		(0.01	)		(0.07	)		(0.09	)		(0.09	)*		(0.11	)		(0.11	)*
Net realized and unrealized gain (loss) on investments	$		0.54			2.36			1.10			2.09			(0.85	)		(3.33	)
Total from investment operations	$		0.53			2.29			1.01			2.00			(0.96	)		(3.44	)
Payment by affiliate	$		—			—			0.01			—			—			—
Net asset value, end of period	$		16.17			15.64			13.35			12.33			10.33			11.29
Total Return(1)	%		3.39			17.15			8.27	†		19.36			(8.50	)		(23.35	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		3,425			3,376			3,000			2,614			10,844			39,874
Ratios to average net assets:
Net expenses after expense reimbursement(2)(3)	%		0.79			0.97			1.22			1.17			1.09			1.26
Gross expenses prior to expense reimbursement(3)	%		1.33			1.34			1.27			1.31			1.41			1.50
Net investment loss after expense reimbursement (2)(3)	%		(0.19	)		(0.48	)		(0.72	)		(0.81	)		(0.71	)		(0.95	)
Portfolio turnover rate	%		86			103			50			115			345			399

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary (expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Annualized for periods less than one year.

* Per share data calculated using average number of shares outstanding throughout the period.

†   In 2005, the Sub-Adviser fully reimbursed the Fund for a loss on an investment transaction, which otherwise would have had a 0.08% impact on the Fund’s total return. Excluding the reimbursement, total return would have been 7.03% and 8.19% for Class C and Class I, respectively.

See Accompanying Notes to Financial Statements

69

ING MIDCAP OPPORTUNITIES FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class Q
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		15.36			13.15			12.17			10.19			11.16			14.63
Income (loss) from investment operations:
Net investment loss	$		(0.03	)		(0.11	)		(0.13	)		(0.10	)*		(0.09	)		(0.17	)*
Net realized and unrealized gain (loss) on investments	$		0.54			2.32			1.10			2.08			(0.88	)		(3.30	)
Total from investment operations	$		0.51			2.21			0.97			1.98			(0.97	)		(3.47	)
Payment by affiliate	$		—			—			0.01			—			—			—
Net asset value, end of period	$		15.87			15.36			13.15			12.17			10.19			11.16
Total Return(1)	%		3.32			16.81			8.05	†		19.43			(8.69	)		(23.72	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		4,863			4,805			4,753			4,898			4,886			6,563
Ratios to average net assets:
Net expenses after expense reimbursement(2)(3)	%		1.04			1.22			1.47			1.45			1.33			1.63
Gross expenses prior to expense reimbursement(3)	%		1.58			1.60			1.52			1.56			1.66			1.69
Net investment loss after expense reimbursement (2)(3)	%		(0.43	)		(0.73	)		(0.98	)		(1.00	)		(0.98	)		(1.35	)
Portfolio turnover rate	%		86			103			50			115			345			399

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Annualized for periods less than one year.

* Per share data calculated using average number of shares outstanding throughout the period.

†   In 2005, the Sub-Adviser fully reimbursed the Fund for a loss on an investment transaction, which otherwise would have had a 0.08% impact on the Fund’s total return. Excluding the reimbursement, total return would have been 7.97% for Class Q.

See Accompanying Notes to Financial Statements

70

ING OPPORTUNISTIC LARGECAP FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A						Class B						Class C
		Six Months						Six Months						Six Months
		Ended			December 28,			Ended			April 5,			Ended			April 27,
		November 30,			2005(1) to			November 30,			2006(1) to			November 30,			2006(1) to
		2006			May 31, 2006			2006			May 31, 2006			2006			May 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.02			10.00			10.01			10.65			10.01			10.48
Income (loss) from investment operations:
Net investment income (loss)	$		0.00	*		0.06			(0.03	)**		(0.01	)		(0.03	)**		(0.01	)
Net realized and unrealized loss on investments	$		0.84			(0.04	)		0.82			(0.63	)		0.81			(0.46	)
Total from investment operations	$		0.84			0.02			0.79			(0.64	)		0.78			(0.47	)
Net asset value, end of period	$		10.86			10.02			10.80			10.01			10.79			10.01
Total Return(2)	%		8.38			0.20			7.89			(6.10	)		7.79			(4.58	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		5,457			5,021			67			35			21			10
Ratios to average net assets:
Net expenses after expense reimbursement (3)(4)	%		1.25			1.25			2.00			2.00			2.00			2.00
Gross expenses prior to expense reimbursement (3)	%		5.48			3.74			6.23			4.49			6.23			4.54
Net investment income (loss) after expense reimbursement(3)(4)	%		0.01			1.32			(0.64	)		(0.81	)		(0.65	)		(0.74	)
Portfolio turnover rate	%		87			51			87			51			87			51

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investment, LLC within three years of being incurred.

* Amount represents less than $0.005 per share.

** Per share data calculated using average shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

71

ING SMALLCAP OPPORTUNITIES FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		29.23			24.37			22.53			18.16			24.04			38.78
Income (loss) from investment operations:
Net investment loss	$		(0.13	)		(0.31	)*		(0.31	)*		(0.37	)		(0.35	)		(0.51	)*
Net realized and unrealized gain (loss) on investments	$		1.80			5.17			2.15			4.74			(5.53	)		(13.24	)
Total from investment operations	$		1.67			4.86			1.84			4.37			(5.88	)		(13.75	)
Less distributions from:
Net realized gain from investments	$		—			—			—			—			—			0.99
Total distributions	$		—			—			—			—			—			0.99
Net asset value, end of period	$		30.90			29.23			24.37			22.53			18.16			24.04
Total Return(1)	%		5.71			19.94			8.17			24.06	†		(24.46	)		(35.86	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		83,757			89,328			93,821			105,890			118,570			183,810
Ratios to average net assets:
Net expenses after expense reimbursement(2)	%		1.50			1.50			1.63			1.74			1.88			1.81
Gross expenses prior to expense reimbursement (2)(3)	%		1.86			1.85			1.74			1.74			1.88			1.81
Net investment loss after expense reimbursement(2)	%		(0.83	)		(1.13	)		(1.36	)		(1.52	)		(1.80	)		(1.70	)
Portfolio turnover rate	%		36			87			62			60			357			427

		Class B
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		26.57			22.32			20.78			16.87			22.48			36.60
Income (loss) from investment operations:
Net investment loss	$		(0.21	)*		(0.47	)*		(0.44	)*		(0.50	)		(0.48	)		(0.68	)*
Net realized and unrealized gain (loss) on investments	$		1.62			4.72			1.98			4.41			(5.13	)		(12.45	)
Total from investment operations	$		1.41			4.25			1.54			3.91			(5.61	)		(13.13	)
Less distributions from:
Net realized gain from investments	$		—			—			—			—			—			0.99
Total distributions	$		—			—			—			—			—			0.99
Net asset value, end of period	$		27.98			26.57			22.32			20.78			16.87			22.48
Total Return(1)	%		5.31			19.04			7.41			23.18	†		(24.96	)		(36.31	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		26,571			30,678			43,929			77,751			85,465			154,899
Ratios to average net assets:
Net expenses after expense reimbursement(2)	%		2.25			2.25			2.35			2.44			2.58			2.51
Gross expenses prior to expense reimbursement (2)	%		2.56			2.55			2.44			2.44			2.58			2.51
Net investment loss after expense reimbursement(2)	%		(1.58	)		(1.88	)		(2.10	)		(2.07	)		(2.50	)		(2.40	)
Portfolio turnover rate	%		36			87			62			60			357			427

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ Annualized for periods less than one year.

⁽³⁾ ING Funds Distributor, LLC has contractually agreed to waive 0.05% of the Distribution Fee for Class A shares of SmallCap Opportunities.

* Per share data calculated using average number of shares outstanding throughout the period.

†   In 2004, the Sub-Adviser fully reimbursed the Fund for a loss on an investment transaction, which otherwise would have had a 0.11% and 0.06% impact on Class A and Class B total returns, respectively. Excluding the reimbursements, the total returns would have been 23.95% and 23.12%, for Class A and Class B, respectively.

See Accompanying Notes to Financial Statements

72

ING SMALLCAP OPPORTUNITIES FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class C
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		26.51			22.27			20.73			16.83			22.44			36.53
Income (loss) from investment operations:
Net investment loss	$		(0.21	)*		(0.47	)*		(0.44	)*		(0.49	)		(0.49	)		(0.67	)*
Net realized and unrealized gain (loss) on investments	$		1.62			4.71			1.98			4.39			(5.12	)		(12.43	)
Total from investment operations	$		1.41			4.24			1.54			3.90			(5.61	)		(13.10	)
Less distributions from:
Net realized gain from investments	$		—			—			—			—			—			0.99
Total distributions	$		—			—			—			—			—			0.99
Net asset value, end of period	$		27.92			26.51			22.27			20.73			16.83			22.44
Total Return(1)	%		5.32			19.04			7.43			23.17	†		(25.00	)		(36.30	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		35,761			39,174			43,603			57,140			63,406			119,498
Ratios to average net assets:
Net expenses after expense reimbursement(2)	%		2.25			2.25			2.35			2.44			2.58			2.51
Gross expenses prior to expense reimbursement(2)	%		2.56			2.55			2.44			2.44			2.58			2.51
Net investment loss after expense reimbursement(2)	%		(1.60	)		(1.88	)		(2.09	)		(2.06	)		(2.50	)		(2.40	)
Portfolio turnover rate	%		36			87			62			60			357			427

		Class I
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		29.82			24.73			22.76			18.27			24.07			39.02
Income (loss) from investment operations:
Net investment loss	$		(0.06	)*		(0.18	)*		(0.21	)		(0.23	)		(0.23	)		(0.36	)*
Net realized and unrealized gain (loss) on investments	$		1.83			5.27			2.18			4.72			(5.57	)		(13.60	)
Total from investment operations	$		1.77			5.09			1.97			4.49			(5.80	)		(13.96	)
Less distributions from:
Net realized gain from investments	$		—			—			—			—			—			0.99
Total distributions	$		—			—			—			—			—			0.99
Net asset value, end of period	$		31.59			29.82			24.73			22.76			18.27			24.07
Total Return(1)	%		5.94			20.58			8.66			24.58	†		(24.10	)		(36.17	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		2,958			2,727			13,359			11,526			8,510			10,700
Ratios to average net assets:
Net expenses after expense reimbursement(2)	%		1.04			1.04			1.17			1.31			1.46			1.41
Gross expenses prior to expense reimbursement(2)	%		1.35			1.34			1.28			1.31			1.46			1.41
Net investment loss after expense reimbursement (2)	%		(0.38	)		(0.65	)		(0.91	)		(1.09	)		(1.37	)		(1.34	)
Portfolio turnover rate	%		36			87			62			60			357			423

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ Annualized for periods less than one year.

* Per share data calculated using average number of shares outstanding throughout the period.

†   In 2004, the Sub-Adviser fully reimbursed the Fund for a loss on an investment transaction, which otherwise would have had a 0.06% impact on Class C and Class I total returns. Excluding the reimbursements, the total returns would have been 23.11% and 24.52% for Class C and Class I, respectively.

See Accompanying Notes to Financial Statements

73

ING SMALLCAP OPPORTUNITIES FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class Q
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		29.50			24.54			22.64			18.22			24.07			38.81
Income (loss) from investment operations:
Net investment loss	$		(0.10	)		(0.26	)*		(0.27	)*		(0.29	)*		(0.53	)		(0.51	)*
Net realized and unrealized gain (loss) on investments	$		1.81			5.22			2.17			4.13			(5.32	)		(13.24	)
Total from investment operations	$		1.71			4.96			1.90			4.42			(5.85	)		(13.75	)
Less distributions from:
Net realized gain from investments	$		—			—			—			—			—			0.99
Total distributions	$		—			—			—			—			—			0.99
Net asset value, end of period	$		31.21			29.50			24.54			22.64			18.22			24.07
Total Return(1)	%		5.80			20.21			8.39			24.26	†		(24.30	)		(35.83	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		184			186			243			463			906			3,651
Ratios to average net assets:
Net expenses after expense reimbursement(2)(3)	%		1.29			1.30			1.45			1.57			1.70			1.66
Gross expenses prior to expense reimbursement(3)	%		1.60			1.59			1.56			1.57			1.70			1.66
Net investment loss after expense reimbursement(2)(3)	%		(0.63	)		(0.93	)		(1.19	)		(1.36	)		(1.62	)		(1.62	)
Portfolio turnover rate	%		36			87			62			60			357			423

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ The Investment Adviser has agreed to limit expenses (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investment, LLC within three years of being incurred.

⁽³⁾ Annualized for periods less than one year.

** Per share data calculated using average number of shares outstanding throughout the period.

†   In 2004, the Sub-Adviser fully reimbursed the Fund for a loss on an investment transaction, which otherwise would have had a 0.11% impact on Class Q total returns. Excluding the reimbursements, the total returns would have been 24.15%.

See Accompanying Notes to Financial Statements

74

ING FINANCIAL SERVICES FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A
		Six Months
		Ended		Year Ended May 31,
		November 30,
		2006		2006		2005		2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		23.23		22.21		22.03		19.24		22.11			23.36
Income (loss) from investment operations:
Net investment income	$		0.13		0.23		0.16		0.09		0.12			0.14
Net realized and unrealized gain (loss) on investments	$		2.29		3.00		1.58		3.60		(1.78	)		1.29
Total from investment operations	$		2.42		3.23		1.74		3.69		(1.66	)		1.43
Less distributions from:
Net investment income	$		—		0.22		0.08		0.08		0.09			0.33
Net realized gain from investments	$		—		1.99		1.48		0.82		1.12			2.35
Total distributions	$		—		2.21		1.56		0.90		1.21			2.68
Net asset value, end of period	$		25.65		23.23		22.21		22.03		19.24			22.11
Total Return(1)	%		10.42		14.71		7.97		19.57		(6.98	)		7.05
Ratios and Supplemental Data:
Net assets, end of period (millions)	$		249		215		183		193		182			231
Ratios to average net assets:
Net expenses after expense reimbursement(2)(3)	%		1.20		1.19		1.17		1.41		1.52			1.48
Gross expenses prior to expense reimbursement(3)	%		1.30		1.29		1.27		1.41		1.52			1.48
Net investment income after expense reimbursement(2) (3)	%		1.10		0.99		0.69		0.40		0.54			0.54
Portfolio turnover rate	%		17		26		27		35		19			43

		Class B
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		22.86			21.87			21.79			19.12			22.03			23.28
Income (loss) from investment operations:
Net investment income (loss)	$		0.03	*		0.05	*		(0.01	)		(0.08	)		(0.07	)		(0.04	)
Net realized and unrealized gain (loss) on investments	$		2.26			2.95			1.57			3.57			(1.72	)		1.29
Total from investment operations	$		2.29			3.00			1.56			3.49			(1.79	)		1.25
Less distributions from:
Net investment income	$		—			0.02			—			—			—			0.15
Net realized gain from investments	$		—			1.99			1.48			0.82			1.12			2.35
Total distributions	$		—			2.01			1.48			0.82			1.12			2.50
Net asset value, end of period	$		25.15			22.86			21.87			21.79			19.12			22.03
Total Return(1)	%		10.02			13.81			7.21			18.60			(7.66	)		6.22
Ratios and Supplemental Data:
Net assets, end of period (millions)	$		42			64			107			127			127			171
Ratios to average net assets:
Expenses(3)	%		1.95			1.94			1.92			2.16			2.27			2.23
Net investment income (loss) after expense reimbursement(3)	%		0.27			0.21			(0.06	)		(0.36	)		(0.21	)		(0.21	)
Portfolio turnover rate	%		17			26			27			35			19			43

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ ING Funds Distributor, LLC has contractually agreed to waive 0.10% of the Distribution Fee for Class A shares of Financial Services.

⁽³⁾ Annualized for periods less than one year.

* Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

75

ING FINANCIAL SERVICES FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class C								Class O
		Six Months						August 24,		Six Months					September 15,
		Ended			Year Ended			2004(1) to		Ended			Year Ended		2004(1) to
		November 30,			May 31,			May 31,		November 30,			May 31,		May 31,
		2006			2006			2005		2006			2006		2005
Per Share Operating Performance:
Net asset value, beginning of period	$		22.53			21.78			21.78		23.13			22.15		22.67
Income from investment operations:
Net investment income	$		0.05	*		0.08	*		0.09		0.14	*		0.22		0.17
Net realized and unrealized gain on investments	$		2.21			2.93			1.49		2.28			3.00		0.92
Total from investment operations	$		2.26			3.01			1.58		2.42			3.22		1.09
Less distributions from:
Net investment income	$		—			0.27			0.10		—			0.25		0.13
Net realized gain from investments	$		—			1.99			1.48		—			1.99		1.48
Total distributions	$		—			2.26			1.58		—			2.24		1.61
Net asset value, end of period	$		24.79			22.53			21.78		25.55			23.13		22.15
Total Return(2)	%		10.03			13.97			7.29		10.46			14.68		4.90
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		1,814			1,311			13		14,196			9,659		3,658
Ratios to average net assets:
Expenses(3)	%		1.95			1.94			1.92		1.19			1.19		1.17
Net investment income after expense reimbursement(3)	%		0.39			0.35			0.12		1.16			1.03		0.80
Portfolio turnover rate	%		17			26			27		17			26		27

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾ Annualized for periods less than one year.

* Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

76

ING LARGECAP VALUE FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A										Class B
		Six Months			Year Ended				February 2,			Six Months			Year Ended					February 2,
		Ended			May 31,				2004(1) to			Ended			May 31,					2004(1) to
		November 30,							May 31,			November 30,								May 31,
		2006			2006		2005		2004			2006			2006		2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		10.31			10.23		9.65		10.00			10.25			10.17		9.63			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.04	**		0.10		0.05		0.01			(0.01	)		0.03		(0.00	)*		(0.00	)*
Net realized and unrealized income (loss) on investments	$		1.64			0.64		0.69		(0.36	)		1.64			0.63		0.65			(0.37	)
Total from investment operations	$		1.68			0.74		0.74		(0.35	)		1.63			0.66		0.65			(0.37	)
Less distributions from:
Net investment income	$		—			0.09		0.08		—			—			0.01		0.03			—
Net realized gains on investments	$		—			0.57		0.08		—			—			0.57		0.08			—
Total distributions	$		—			0.66		0.16		—			—			0.58		0.11			—
Net asset value, end of period	$		11.99			10.31		10.23		9.65			11.88			10.25		10.17			9.63
Total Return(2)	%		16.29			7.65		7.64		(3.50	)		15.90			6.81		6.78			(3.70	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		76,146			29,839		22,079		4,729			10,381			7,645		8,447			2,601
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)	%		1.45			1.45		1.45		1.35			2.20			2.20		2.20			2.10
Gross expenses prior to expense reimbursement(3)	%		1.45			1.50		1.94		4.05			2.20			2.25		2.69			4.80
Net investment income (loss) after expense reimbursement(3)(4)	%		0.67			1.06		0.93		0.72			(0.10	)		0.29		0.17			(0.07	)
Portfolio turnover rate	%		24			34		47		4			24			34		47			4

		Class C
		Six Months			Year Ended					February 3,
		Ended			May 31,					2004(1) to
		November 30,								May 31,
		2006			2006		2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		10.24			10.17		9.63			9.96
Income (loss) from investment operations:
Net investment income (loss)	$		(0.01	)		0.03		0.00	*		(0.00	)*
Net realized and unrealized income (loss) on investments	$		1.64			0.62		0.65			(0.33	)
Total from investment operations	$		1.63			0.65		0.65			(0.33	)
Less distributions from:
Net investment income	$		—			0.01		0.03			—
Net realized gains on investments	$		—			0.57		0.08			—
Total distributions	$		—			0.58		0.11			—
Net asset value, end of period	$		11.87			10.24		10.17			9.63
Total Return(2)	%		15.92			6.79		6.76			(3.31	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		15,718			11,566		11,358			3,793
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)	%		2.20			2.20		2.20			2.11
Gross expenses prior to expense reimbursement(3)	%		2.20			2.25		2.69			4.81
Net investment income (loss) after expense reimbursement(3)(4)	%		(0.10	)		0.29		0.17			(0.03	)
Portfolio turnover rate	%		24			34		47			4

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Amount is less than $0.005 or $(0.005) per share.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

77

ING LARGECAP VALUE FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class I
		Six Months			Year		August 2,
		Ended			Ended		2004(1) to
		November 30,			May 31,		May 31,
		2006			2006		2005
Per Share Operating Performance:
Net asset value, beginning of period	$		10.32			10.24		9.72
Income from investment operations:
Net investment income	$		0.06	*		0.14		0.10
Net realized and unrealized gain on investments	$		1.64			0.63		0.59
Total from investment operations	$		1.70			0.77		0.69
Less distributions from:
Net investment income	$		—			0.12		0.09
Net realized gains on investments	$		—			0.57		0.08
Total distributions	$		—			0.69		0.17
Net asset value, end of period	$		12.02			10.32		10.24
Total Return(2)	%		16.47			7.94		7.13
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		7,697			2,981		2,764
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4)	%		1.13			1.18		1.16
Gross expenses prior to expense reimbursement(3)	%		1.13			1.23		1.65
Net investment income after expense reimbursement(3)(4)	%		0.99			1.31		1.22
Portfolio turnover rate	%		24			34		47

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total returns for periods less than one year are not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses), subject to possible reimbursement to ING Investments, LLC within three years of being incurred.

*  Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

78

ING MAGNACAP FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A
		Six Months
		Ended		Year Ended May 31,
		November 30,
		2006		2006		2005		2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		12.12		10.81		10.28		8.82		10.11			13.54
Income (loss) from investment operations:
Net investment income	$		0.09		0.12		0.12		0.09		0.06			0.07
Net realized and unrealized gain (loss) on investments	$		1.13		1.31		0.54		1.46		(1.32	)		(1.53	)
Total from investment operations	$		1.22		1.43		0.66		1.55		(1.26	)		(1.46	)
Less distributions from:
Net investment income	$		0.05		0.12		0.13		0.09		0.03			0.07
Net realized gain from investments	$		—		—		—		—		—			1.90
Total distributions	$		0.05		0.12		0.13		0.09		0.03			1.97
Net asset value, end of period	$		13.29		12.12		10.81		10.28		8.82			10.11
Total Return(1)	%		10.09		13.32		6.48		17.64		(12.46	)		(10.96	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		328,787		317,309		293,793		311,087		156,902			211,602
Ratios to average net assets:
Net expenses after expense reimbursements (2)(3)	%		1.11		1.09		1.15		1.35		1.45			1.34
Gross expenses prior to expense reimbursements(3)	%		1.21		1.19		—		—		—			—
Net investment income after expense reimbursement(2)(3)	%		1.47		1.03		1.12		1.10		0.73			0.59
Portfolio turnover rate	%		42		80		50		28		110			75

		Class B
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006		2005		2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		11.73			10.46		9.91		8.48		9.75			13.14
Income (loss) from investment operations:
Net investment income (loss)	$		0.04	**		0.04		0.06		0.04		0.00	*		(0.02	)
Net realized and unrealized gain (loss) on investments	$		1.08			1.25		0.51		1.39		(1.27	)		(1.47	)
Total from investment operations	$		1.12			1.29		0.57		1.43		(1.27	)		(1.49	)
Less distributions from:
Net investment income	$		—			0.02		0.02		—		—			—
Net realized gain from investments	$		—			—		—		—		—			1.90
Total distributions	$		—			0.02		0.02		—		—			1.90
Net asset value, end of period	$		12.85			11.73		10.46		9.91		8.48			9.75
Total Return(1)	%		9.55			12.38		5.77		16.86		(13.03	)		(11.61	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		25,665			29,186		36,962		52,812		50,677			79,685
Ratios to average net assets:
Expenses(3)	%		1.91			1.89		1.85		2.05		2.15			2.04
Net investment income (loss) after expense reimbursement(2)(3)	%		0.64			0.22		0.43		0.35		0.03			(0.11	)
Portfolio turnover rate	%		42			80		50		28		110			75

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Annualized for periods less than one year.

*  Amount represents less than $0.005 per share.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

79

ING MAGNACAP FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class C
		Six Months
		Ended			Year Ended May 31,
		November 30,
		2006			2006		2005		2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		11.74			10.46		9.91		8.48		9.76			13.14
Income (loss) from investment operations:
Net investment income (loss)	$		0.04	**		0.03		0.08		0.03		0.00	*		(0.01	)
Net realized and unrealized gain (loss) on investments	$		1.08			1.27		0.49		1.40		(1.28	)		(1.47	)
Total from investment operations	$		1.12			1.30		0.57		1.43		(1.28	)		(1.48	)
Less distributions from:
Net investment income	$		—			0.02		0.02		—		—			—
Net realized gain from investments	$		—			—		—		—		—			1.90
Total distributions	$		—			0.02		0.02		—		—			1.90
Net asset value, end of period	$		12.86			11.74		10.46		9.91		8.48			9.76
Total Return(2)	%		9.54			12.45		5.77		16.86		(13.11	)		(11.53	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		6,411			6,657		6,490		11,502		8,291			9,693
Ratios to average net assets:
Expenses(3)	%		1.91			1.89		1.85		2.05		2.15			2.04
Net investment income (loss) after expense reimbursement(2)(3)	%		0.65			0.22		0.43		0.36		0.03			(0.11	)
Portfolio turnover rate	%		42			80		50		28		110			75

		Class I
		Six Months								March 5,
		Ended		Year Ended May 31,						2003(1) to
		November 30,								May 31,
		2006		2006		2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$		12.07		10.76		10.27		8.82		7.55
Income from investment operations:
Net investment income	$		0.11		0.15		0.16		0.15		0.01
Net realized and unrealized gain on investments	$		1.11		1.31		0.53		1.44		1.26
Total from investment operations	$		1.22		1.46		0.69		1.59		1.27
Less distributions from:
Net investment income	$		0.07		0.15		0.20		0.14		—
Total distributions	$		0.07		0.15		0.20		0.14		—
Net asset value, end of period	$		13.22		12.07		10.76		10.27		8.82
Total Return(2)	%		10.15		13.65		6.79		18.26		16.82
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		2,993		2,713		2,454		8		7
Ratios to average net assets:
Expenses(3)	%		0.84		0.82		0.80		0.88		0.92
Net investment income after expense reimbursement (2)(3)	%		1.75		1.28		1.47		1.55		2.06
Portfolio turnover rate	%		42		80		50		28		110

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

*  Amount represents less than $0.005 per share.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

80

ING MAGNACAP FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class M
		Six Months
		Ended		Year Ended May 31,
		November 30,
		2006		2006		2005		2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		12.03		10.73		10.16		8.68		9.96			13.36
Income (loss) from investment operations:
Net investment income	$		0.06		0.07		0.09		0.08		0.03			0.02
Net realized and unrealized gain (loss) on investments	$		1.11		1.29		0.52		1.41		(1.31	)		(1.50	)
Total from investment operations	$		1.17		1.36		0.61		1.49		(1.28	)		(1.48	)
Less distributions from:
Net investment income	$		0.01		0.06		0.04		0.01		—			0.02
Net realized gain from investments	$		—		—		—		—		—			1.90
Total distributions	$		0.01		0.06		0.04		0.01		—			1.92
Net asset value, end of period	$		13.19		12.03		10.73		10.16		8.68			9.96
Total Return(1)	%		9.72		12.73		6.01		17.13		(12.85	)		(11.30	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		3,476		3,533		4,048		5,270		7,445			12,074
Ratios to average net assets:
Expenses(2)	%		1.66		1.59		1.60		1.80		1.90			1.79
Net investment income(2)	%		0.92		0.52		0.67		0.55		0.28			0.14
Portfolio turnover rate	%		42		80		50		28		110			75

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽²⁾ Annualized for periods less than one year.

See Accompanying Notes to Financial Statements

81

ING MIDCAP VALUE FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A
		Six Months															February 1,
		Ended			Year Ended May 31,												2002(1) to
		November 30,															May 31,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		9.98			11.02			11.53			8.36			10.28			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		(0.01	)		(0.07	)**		(0.04	)		(0.02	)		0.00	*		0.00	*
Net realized and unrealized gain (loss) on investments	$		0.82			0.78			0.41			3.19			(1.77	)		0.28
Total from investment operations	$		0.81			0.71			0.37			3.17			(1.77	)		0.28
Less distributions from:
Net investment income	$		—			—			—			—			0.04			—
Net realized gain from investments	$		—			1.75			0.88			—			0.11			—
Total distributions	$		—			1.75			0.88			—			0.15			—
Net asset value, end of period	$		10.79			9.98			11.02			11.53			8.36			10.28
Total Return(2)	%		8.12			7.35			3.13			37.92			(16.94	)		2.80
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		35,857			43,356			71,136			58,631			15,026			25,325
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		1.49			1.63			1.63			1.75			1.75			1.61
Net expenses after expense reimbursement/ recoupment and prior to brokerage commission recapture(3)(4)	%		1.50			1.63			1.63			1.75			1.75			1.61
Gross expenses prior to expense reimbursement/ recoupment and brokerage commission recapture(3)	%		1.50			1.63			1.53			1.62			2.17			3.05
Net investment income (loss) after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		(0.16	)		(0.67	)		(0.35	)		(0.18	)		(0.10	)		0.04
Portfolio turnover rate	%		15			42			79			70			72			13

		Class B
		Six Months															February 4,
		Ended			Year Ended May 31,												2002(1) to
		November 30,															May 31,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		9.68			10.81			11.41			8.34			10.27			9.87
Income (loss) from investment operations:
Net investment loss	$		(0.05	)		(0.15	)**		(0.12	)		(0.07	)		(0.06	)		(0.01	)
Net realized and unrealized gain (loss) on investments	$		0.79			0.77			0.40			3.14			(1.75	)		0.41
Total from investment operations	$		0.74			0.62			0.28			3.07			(1.81	)		0.40
Less distributions from:
Net investment income	$		—			—			—			—			0.01			—
Net realized gain from investments	$		—			1.75			0.88			—			0.11			—
Total distributions	$		—			1.75			0.88			—			0.12			—
Net asset value, end of period	$		10.42			9.68			10.81			11.41			8.34			10.27
Total Return(2)	%		7.64			6.60			2.35			36.81			(17.40	)		4.05
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		22,947			25,825			38,071			34,856			12,205			11,656
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		2.24			2.38			2.38			2.50			2.50			2.36
Net expenses after expense reimbursement/ recoupment and prior to brokerage commission recapture(3)(4)	%		2.25			2.38			2.38			2.50			2.50			2.36
Gross expenses prior to expense reimbursement/ recoupment and brokerage commission recapture(3)	%		2.25			2.38			2.28			2.37			2.92			3.80
Net investment loss after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		(0.90	)		(1.42	)		(1.09	)		(0.95	)		(0.82	)		(0.71	)
Portfolio turnover rate	%		15			42			79			70			72			13

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Amount represents less than $0.005 per share.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

82

ING MIDCAP VALUE FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class C
		Six Months															February 4,
		Ended			Year Ended May 31,												2002(1) to
		November 30,															May 31,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		9.68			10.81			11.40			8.34			10.26			9.87
Income (loss) from investment operations:
Net investment loss	$		(0.05	)		(0.15	)*		(0.12	)		(0.07	)		(0.05	)		(0.01	)
Net realized and unrealized gain (loss) on investments	$		0.79			0.77			0.41			3.13			(1.75	)		0.40
Total from investment operations	$		0.74			0.62			0.29			3.06			(1.80	)		0.39
Less distributions from:
Net investment income	$		—			—			—			—			0.01			—
Net realized gain from investments	$		—			1.75			0.88			—			0.11			—
Total distributions	$		—			1.75			0.88			—			0.12			—
Net asset value, end of period	$		10.42			9.68			10.81			11.40			8.34			10.26
Total Return(2)	%		7.64			6.62			2.44			36.69			(17.32	)		3.95
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		24,191			25,996			42,426			31,982			12,034			9,731
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		2.24			2.38			2.38			2.50			2.50			2.36
Net expenses after expense reimbursement/ recoupment and prior to brokerage commission recapture(3)(4)	%		2.25			2.38			2.38			2.50			2.50			2.36
Gross expenses prior to expense reimbursement/ recoupment and brokerage commission recapture(3)	%		2.25			2.38			2.28			2.37			2.92			3.80
Net investment loss after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		(0.90	)		(1.42	)		(1.09	)		(0.94	)		(0.81	)		(0.71	)
Portfolio turnover rate	%		15			42			79			70			72			13

		Class I
		Six Months														March 4,
		Ended		Year Ended May 31,												2002(1) to
		November 30,														May 31,
		2006		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.15		11.16			11.61			8.39			10.30			10.20
Income (loss) from investment operations:
Net investment income (loss)	$		0.01		(0.05	)		(0.01	)		0.01	*		0.01			0.01
Net realized and unrealized gain (loss) on investments	$		0.83		0.79			0.44			3.21			(1.74	)		0.09
Total from investment operations	$		0.84		0.74			0.43			3.22			(1.73	)		0.10
Less distributions from:
Net investment income	$		—		—			—			—			0.07			—
Net realized gain from investments	$		—		1.75			0.88			—			0.11			—
Total distributions	$		—		1.75			0.88			—			0.18			—
Net asset value, end of period	$		10.99		10.15			11.16			11.61			8.39			10.30
Total Return(2)	%		8.28		7.55			3.64			38.38			(16.35	)		0.98
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		856		1,418			2,037			2,157			197			71
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		1.24		1.38			1.36			1.46			1.28			1.24
Net expenses after expense reimbursement/ recoupment and prior to brokerage commission recapture(3)(4)	%		1.25		1.38			1.36			1.46			1.28			1.24
Gross expenses prior to expense reimbursement/ recoupment and brokerage commission recapture(3)	%		1.25		1.38			1.26			1.34			1.70			2.60
Net investment income (loss) after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		0.15		(0.42	)		(0.05	)		0.22			0.46			0.38
Portfolio turnover rate	%		15		42			79			70			72			133

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

83

ING MIDCAP VALUE FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class Q
		Six Months															April 17,
		Ended			Year Ended May 31,												2002(1) to
		November 30,															May 31,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		9.96			11.00			11.54			8.36			10.28			10.52
Income (loss) from investment operations:
Net investment income (loss)	$		(0.01	)		(0.07	)		(0.07	)		(0.02	)**		0.00	*		0.00	*
Net realized and unrealized gain (loss) on investments	$		0.82			0.78			0.41			3.20			(1.75	)		(0.24	)
Total from investment operations	$		0.81			0.71			0.34			3.18			(1.75	)		(0.24	)
Less distributions from:
Net investment income	$		—			—			—			—			0.06			—
Net realized gain from investments	$		—			1.75			0.88			—			0.11			—
Total distributions	$		—			1.75			0.88			—			0.17			—
Net asset value, end of period	$		10.77			9.96			11.00			11.54			8.36			10.28
Total Return(2)	%		8.13			7.37			2.85			38.04			(16.62	)		(2.28	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		16			15			20			20			14			11
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		1.49			1.61			1.63			1.67			1.54			1.52
Net expenses after expense reimbursement/ recoupment and prior to brokerage commission recapture (3)(4)	%		1.50			1.61			1.63			1.67			1.54			1.52
Gross expenses prior to expense reimbursement/ recoupment and brokerage commission recapture(3)	%		1.50			1.61			1.53			1.54			1.96			2.28
Net investment income (loss) after expense reimbursement/ recoupment and brokerage commission recapture(3)(4)	%		(0.11	)		(0.63	)		(0.65	)		(0.16	)		0.14			0.43
Portfolio turnover rate	%		15			42			79			70			72			13

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Amount represents less than $0.005 per share.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

84

ING MIDCAP VALUE CHOICE FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A									Class B
		Six Months			Year			February 1,			Six Months			Year			February 1,
		Ended			Ended			2005(1) to			Ended			Ended			2005(1) to
		November 30,			May 31,			May 31,			November 30,			May 31,			May 31,
		2006			2006			2005			2006			2006			2005
Per Share Operating Performance:
Net asset value, beginning of period	$		13.43			9.97			10.00			13.35			9.95			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.06	**		0.10	**		0.00	*		0.01	**		0.00	**		(0.01	)
Net realized and unrealized income (loss) on investments	$		1.54			3.51			(0.03	)		1.53			3.52			(0.04	)
Total from investment operations	$		1.60			3.61			(0.03	)		1.54			3.52			(0.05	)
Less distributions from:
Net investment income	$		—			0.04			—			—			0.01			—
Net realized gain from investments	$		—			0.11			—			—			0.11			—
Total distributions	$		—			0.15			—			—			0.12			—
Net asset value, end of period	$		15.03			13.43			9.97			14.89			13.35			9.95
Total Return(2)	%		11.91			36.48			(0.30	)		11.54			35.54			(0.50	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		119,980			39,931			3,598			9,971			6,538			1,107
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture(3)(4)	%		1.47			1.50			1.50			2.22			2.25			2.25
Net expenses after expense reimbursement and prior to brokerage commission recapture(3)(4)	%		1.50			1.51			1.50			2.25			2.26			2.25
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		1.56			1.86			4.95			2.31			2.61			5.70
Net investment income (loss) after expense reimbursement and brokerage commission recapture(3)(4)	%		0.89			0.84			0.23			0.08			0.05			(0.48	)
Portfolio turnover rate	%		17			27			10			17			27			10

		Class C									Class I
		Six Months			Year			February 7,			Six Months			September 16,
		Ended			Ended			2005(1) to			Ended			2005(1) to
		November 30,			May 31,			May 31,			November 30,			May 31,
		2006			2006			2005			2006			2006
Per Share Operating Performance:
Net asset value, beginning of period	$		13.34			9.94			9.94			13.43			11.18
Income (loss) from investment operations:
Net investment income (loss)	$		0.01	**		0.01	**		(0.00	)*		0.08	**		0.14	**
Net realized and unrealized income on investments	$		1.53			3.51			0.00	*		1.55			2.28
Total from investment operations	$		1.54			3.52			0.00	*		1.63			2.42
Less distributions from:
Net investment income	$		—			0.01			—			—			0.06
Net realized gain from investments	$		—			0.11			—			—			0.11
Total distributions	$		—			0.12			—			—			0.17
Net asset value, end of period	$		14.88			13.34			9.94			15.06			13.43
Total Return(2)	%		11.54			35.62			0.00	*		12.14			21.87
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		38,249			21,549			2,012			13			6
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture(3)(4)	%		2.22			2.25			2.25			1.16			1.61
Net expenses after expense reimbursement and prior to brokerage commission recapture(3)(4)	%		2.25			2.26			5.70			1.19			1.63
Gross expenses prior to expense reimbursement and brokerage commission recapture (3)	%		2.31			2.61			5.70			1.25			2.11
Net investment income (loss) after expense reimbursement and brokerage commission recapture (3)(4)	%		0.10			0.05			(0.42	)		1.14			1.58
Portfolio turnover rate	%		17			27			10			17			27

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Amount is less than $0.005 or $(0.005) per share or 0.005%.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

85

ING SMALLCAP VALUE FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A
		Six Months															February 1,
		Ended			Year Ended May 31,												2002(1) to
		November 30,															May 31,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.44			12.89			13.53			9.44			10.62			10.00
Income (loss) from investment operations:
Net investment loss	$		(0.01	)		(0.03	)		(0.02	)		(0.05	)		(0.05	)		(0.01	)
Net realized and unrealized gain (loss) on investments	$		0.35			0.78			0.27			4.88			(1.00	)		0.63
Total from investment operations	$		0.34			0.75			0.25			4.83			(1.05	)		0.62
Less distributions from:
Net investment income	$		—			—			—			—			0.04			—
Net realized gain from investments	$		—			3.18			0.89			0.74			0.09			—
Return of capital	$		—			0.02			—			—			—			—
Total distributions	$		—			3.20			0.89			0.74			0.13			—
Net asset value, end of period	$		10.78			10.44			12.89			13.53			9.44			10.62
Total Return(2)	%		3.26			6.51			1.67			52.83			(9.83	)		6.20
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		27,388			33,543			79,748			45,609			12,280			18,435
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		1.71			1.62			1.66			1.75			1.75			1.62
Net expenses after expense reimbursement/recoupment and prior to brokerage commission recapture(3)(4)	%		1.72			1.62			1.66			1.75			1.75			1.62
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		1.72			1.62			1.53			1.66			2.17			3.65
Net investment loss after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		(0.19	)		(0.14	)		(0.20	)		(0.67	)		(0.54	)		(0.39	)
Portfolio turnover rate	%		7			28			76			57			54			12

		Class B
		Six Months															February 4,
		Ended			Year Ended May 31,												2002(1) to
		November 30,															May 31,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.06			12.61			13.36			9.39			10.60			9.85
Income (loss) from investment operations:
Net investment loss	$		(0.05	)		(0.12	)		(0.12	)		(0.13	)		(0.11	)		(0.02	)
Net realized and unrealized gain (loss) on investments	$		0.34			0.77			0.26			4.84			(1.01	)		0.77
Total from investment operations	$		0.29			0.65			0.14			4.71			(1.12	)		0.75
Less distributions from:
Net realized gain from investments	$		—			3.18			0.89			0.74			0.09			—
Return of capital	$		—			0.02			—			—			—			—
Total distributions	$		—			3.20			0.89			0.74			0.09			—
Net asset value, end of period	$		10.35			10.06			12.61			13.36			9.39			10.60
Total Return(2)	%		2.88			5.79			0.84			51.80			(10.53	)		7.61
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		12,882			15,953			24,540			19,815			8,233			7,889
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		2.46			2.37			2.41			2.50			2.50			2.37
Net expenses after expense reimbursement/recoupment and prior to brokerage commission recapture(3)(4)	%		2.47			2.37			2.41			2.50			2.50			2.37
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		2.47			2.37			2.28			2.41			2.92			4.40
Net investment loss after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		(0.94	)		(0.89	)		(0.97	)		(1.37	)		(1.29	)		(1.14	)
Portfolio turnover rate	%		7			28			76			57			54			12

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

See Accompanying Notes to Financial Statements

86

ING SMALLCAP VALUE FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class C
		Six Months															February 7,
		Ended			Year Ended May 31,												2002(1) to
		November 30,															May 31,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.05			12.60			13.35			9.38			10.60			9.76
Income (loss) from investment operations:
Net investment loss	$		(0.05	)		(0.11	)**		(0.11	)		(0.12	)		(0.10	)		(0.01	)
Net realized and unrealized gain (loss) on investments	$		0.33			0.76			0.25			4.83			(1.02	)		0.85
Total from investment operations	$		0.28			0.65			0.14			4.71			(1.12	)		0.84
Less distributions from:
Net investment income	$		—			—			—			—			0.01			—
Net realized gain from investments	$		—			3.18			0.89			0.74			0.09			—
Return of capital	$		—			0.02			—			—			—			—
Total distributions	$		—			3.20			0.89			0.74			0.10			—
Net asset value, end of period	$		10.33			10.05			12.60			13.35			9.38			10.60
Total Return(2)	%		2.79			5.82			0.84			51.86			(10.55	)		8.61
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		17,040			20,802			42,276			28,906			11,241			8,468
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		2.46			2.37			2.41			2.50			2.50			2.37
Net expenses after expense reimbursement/recoupment and prior to brokerage commission recapture(3)(4)	%		2.47			2.37			2.41			2.50			2.50			2.37
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		2.47			2.37			2.28			2.41			2.92			4.40
Net investment loss after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		(0.94	)		(0.89	)		(0.96	)		(1.35	)		(1.28	)		(1.14	)
Portfolio turnover rate	%		7			28			76			57			54			12

		Class I
		Six Months													March 7,
		Ended		Year Ended May 31,											2002(1) to
		November 30,													May 31,
		2006		2006			2005		2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.59		12.99			13.60		9.44			10.63			10.32
Income (loss) from investment operations:
Net investment income (loss)	$		0.01		0.01	**		0.01		(0.04	)		(0.05	)		0.00	*
Net realized and unrealized gain (loss) on investments	$		0.35		0.79			0.27		4.94			(0.97	)		0.31
Total from investment operations	$		0.36		0.80			0.28		4.90			(1.02	)		0.31
Less distributions from:
Net investment income	$		—		—			—		—			0.08			—
Net realized gain from investments	$		—		3.18			0.89		0.74			0.09			—
Return of capital	$		—		0.02			—		—			—			—
Total distributions	$		—		3.20			0.89		0.74			0.17			—
Net asset value, end of period	$		10.95		10.59			12.99		13.60			9.44			10.63
Total Return(2)	%		3.40		6.89			1.89		53.60			(9.49	)		3.00
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		45		64			456		481			222			26
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		1.39		1.37			1.35		1.43			1.32			1.23
Net expenses after expense reimbursement/recoupment and prior to brokerage commission recapture(3)(4)	%		1.40		1.37			1.35		1.43			1.32			1.23
Gross expenses prior to expense reimbursement/recoupment and brokerage commission recapture(3)	%		1.40		1.37			1.22		1.35			1.73			2.78
Net investment income (loss) after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		0.12		0.10			0.08		(0.37	)		(0.13	)		0.17
Portfolio turnover rate	%		7		28			76		57			54			12

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

* Amount represents less than $0.005 per share.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

87

ING SMALLCAP VALUE FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class Q
		Six Months															April 30,
		Ended			Year Ended May 31,												2002(1) to
		November 30,															May 31,
		2006			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.65			13.07			13.71			9.53			10.63			11.01
Income (loss) from investment operations:
Net investment income (loss)	$		(0.01	)**		(0.02	)		(0.02	)		(0.01	)		0.33			0.00	*
Net realized and unrealized gain (loss) on investments	$		0.36			0.80			0.27			4.93			(1.34	)		(0.38	)
Total from investment operations	$		0.35			0.78			0.25			4.92			(1.01	)		(0.38	)
Less distributions from:
Net realized gain from investments	$		—			3.18			0.89			0.74			0.09			—
Return of capital	$		—			0.02			—			—			—			—
Total distributions	$		—			3.20			0.89			0.74			0.09			—
Net asset value, end of period	$		11.00			10.65			13.07			13.71			9.53			10.63
Total Return(2)	%		3.29			6.69			1.65			53.29			(9.47	)		(3.45	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		4			36			64			58			1			8
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment and brokerage commission recapture(3)(4)	%		1.64			1.62			1.60			1.52			1.35			1.42
Net expense after expense reimbursement/recoupment and prior to brokerage commission recapture(3)(4)	%		1.65			1.62			1.60			1.52			1.35			1.42
Gross expenses prior to expense reimbursement/recoupment(3)	%		1.65			1.62			1.47			1.52			1.73			2.42
Net investment income (loss) after expense reimbursement/recoupment(3)(4)	%		(0.21	)		(0.13	)		(0.16	)		(1.03	)		(0.32	)		0.00
Portfolio turnover rate	%		7			28			76			57			54			12

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

*  Amount represents less than $0.005 per share.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

88

ING SMALLCAP VALUE CHOICE FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each period.

		Class A									Class B
		Six Months			Year			February 1,			Six Months			Year			February 1,
		Ended			Ended			2005(1) to			Ended			Ended			2005(1) to
		November 30,			May 31,			May 31,			November 30,			May 31,			May 31,
		2006			2006			2005			2006			2006			2005
Per Share Operating Performance:
Net asset value, beginning of period	$		12.48			9.57			10.00			12.41			9.55			10.00
Income (loss) from investment operations:
Net investment loss	$		0.02	**		(0.00	)* **		(0.00	)*		(0.02	)		(0.08	)		(0.01	)
Net realized and unrealized gain (loss) on investments	$		0.74			3.04			(0.43	)		0.73			3.02			(0.44	)
Total from investment operations	$		0.76			3.04			(0.43	)		0.71			2.94			(0.45	)
Less distributions from:
Net investment income	$		—			0.05			—			—			(0.00	)*		—
Net realized gain from investments	$		—			0.08			—			—			0.08			—
Total distributions	$		—			0.13			—			—			0.08			—
Net asset value, end of period	$		13.24			12.48			9.57			13.12			12.41			9.55
Total Return(2)	%		6.09			31.90			(4.30	)		5.72			30.91			(4.50	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		43,630			21,127			3,976			3,511			2,187			591
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture(3)(4)	%		1.46			1.50			1.50			2.21			2.25			2.25
Net expenses after expense reimbursement and prior to brokerage commission recapture (3)(4)	%		1.50			1.54			1.50			2.25			2.29			2.25
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		1.65			2.14			4.73			2.40			2.87			5.48
Net investment loss after expense reimbursement(3)(4)	%		0.35			(0.01	)		(0.18	)		(0.36	)		(0.75	)		(0.93	)
Portfolio turnover rate	%		6			36			14			6			36			14

		Class C									Class I
		Six Months			Year			February 2,			Six Months			June 9,
		Ended			Ended			2005(1) to			Ended			2005(1) to
		November 30,			May 31,			May 31,			November 30,			May 31,
		2006			2006			2005			2006			2006
Per Share Operating Performance:
Net asset value, beginning of period	$		12.42			9.56			10.05			12.50			9.80
Income (loss) from investment operations:
Net investment income (loss)	$		(0.02	)		(0.08	)		(0.01	)		0.04	**		0.05	**
Net realized and unrealized gain (loss) on investments	$		0.72			3.03			(0.48	)		0.74			2.80
Total from investment operations	$		0.70			2.95			(0.49	)		0.78			2.65
Less distributions from:
Net investment income	$		—			0.01			—			—			0.07
Net realized gain from investments	$		—			0.08			—			—			0.08
Total distributions	$		—			0.09			—			—			0.15
Net asset value, end of period	$		13.12			12.42			9.56			13.28			12.50
Total Return(2)	%		5.64			30.97			(4.88	)		6.24			29.26
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		11,482			6,803			1,517			9,058			3,333
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture(3)(4)	%		2.21			2.25			2.25			1.15			1.11
Net expenses after expense reimbursement and prior to brokerage commission recapture (3)(4)	%		2.25			2.29			2.25			1.19			1.15
Gross expenses prior to expense reimbursement and brokerage commission recapture(3)	%		2.40			2.87			5.48			1.34			1.75
Net investment income (loss) after expense reimbursement(3)(4)	%		(0.36	)		(0.75	)		(0.91	)		0.70			0.42
Portfolio turnover rate	%		6			36			14			6			36

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

*  Amount is less than $0.005 per share.

** Per share data calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

89

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED)

NOTE 1 — ORGANIZATION

Organization. The ING Funds included in this report are comprised of ING Equity Trust (“IET”) and ING Investment Funds, Inc. (“IIF”), both organized as open-end investment management companies registered under the Investment Company Act of 1940, as amended (“1940 Act”).

IET is a Massachusetts business trust organized on June 12, 1998 with twenty-seven separate series. Thirteen of which are discussed in this report: ING Real Estate Fund (“Real Estate”), ING Disciplined LargeCap Fund (“Disciplined LargeCap”), ING Fundamental Research Fund (“Fundamental Research”), ING LargeCap Growth Fund (“LargeCap Growth”), ING MidCap Opportunities Fund (“MidCap Opportunities”), ING Opportunistic LargeCap Fund (“Opportunistic LargeCap”), ING SmallCap Opportunities Fund (“SmallCap Opportunities”), ING Financial Services Fund (“Financial Services”), ING LargeCap Value Fund (“LargeCap Value”), ING MidCap Value Fund (“MidCap Value”), ING MidCap Value Choice Fund (“MidCap Value Choice”), ING SmallCap Value Fund (“SmallCap Value”) and ING SmallCap Value Choice Fund (“SmallCap Value Choice”). IIF is a Maryland Corporation organized on July 7, 1969 with one Series, ING MagnaCap Fund (“MagnaCap”), collectively (the “Funds”). The investment objective of each Fund is described in the Fund’s prospectus.

Each Fund offers at least three of the following classes of shares: Class A, Class B, Class C, Class I, Class M, Class O and Class Q. The separate classes of shares differ principally in the applicable sales charges (if any), distribution fees (if any), shareholder servicing fees (if any) and transfer agency fees. Shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Fund and earn income and realized gains/losses from the Fund pro rata based on the average daily net assets of each class, without distinction between share classes. Differences in per share dividend rates generally results from differences in separate class expenses, including distribution, and shareholder servicing fees. Class B shares, along with their pro rata reinvested dividend shares, automatically convert to Class A shares approximately eight years after purchase.

MidCap Value and SmallCap Value are each closed to new investments except for shares purchased: (1) through the reinvestment of dividends and distributions; (2) by 401(k), 403(b) and 457 plans that have selected MidCap Value and SmallCap Value as an investment option prior to December 31, 2004; (3) by shareholders participating in mutual fund wrap fee programs who were invested in MidCap Value and SmallCap Value prior to December 31, 2004; (4) by new 401(k), 403(b) and 457 plans and new shareholders participating in mutual fund wrap fee programs subject to approval by the Adviser and Sub-Adviser based on their assessment of a Fund’s ability to invest the monies consistent with the Fund’s objectives in light of market conditions, the size of the purchase, and other relevant factors relating to MidCap Value and SmallCap Value; and (5) by employees of the Adviser or Sub-Adviser and their affiliates. Proof of eligibility may be required. Employees of the Adviser or Sub-Adviser and their affiliates must identify themselves as such at the time of purchase. Failure to do so may result in a rejection of the purchase. MidCap Value and SmallCap Value may reopen in the future.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are consistently followed by the Funds in the preparation of their financial statements. Such policies are in conformity with U.S. generally accepted accounting principles for investment companies.

A.   Security Valuation. Investments in equity securities traded on a national securities exchange are valued at the last reported sale price. Securities reported by NASDAQ will be valued at the NASDAQ official closing prices. Securities traded on an exchange or NASDAQ for which there has been no sale and securities traded in the over-the-counter-market are valued at the mean between the last reported bid and ask prices. All investments quoted in foreign currencies will be valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities are valued at prices obtained from independent services or from one or more dealers making markets in the securities and may be adjusted based on the Funds’ valuation procedures. U.S. government obligations are valued by using market quotations or independent pricing services that use prices provided by market-makers or estimates of market values obtained from yield data relating

90

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

to instruments or securities with similar characteristics.

Securities and assets for which market quotations are not readily available (which may include certain restricted securities which are subject to limitations as to their sale) are valued at their fair values as determined in good faith by or under the supervision of the Funds’ Board of Trustees (“Board”), in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that a Fund calculates its net asset value (“NAV”) may also be valued at their fair values as determined in good faith by or under the supervision of a Fund’s Board, in accordance with methods that are specifically authorized by the Board. The valuation techniques applied in any specific instance are likely to vary from case to case. With respect to a restricted security, for example, consideration is generally given to the cost of the investment, the market value of any unrestricted securities of the same class at the time of valuation, the potential expiration of restrictions on the security, the existence of any registration rights, the costs to the Funds related to registration of the security, as well as factors relevant to the issuer itself. Consideration may also be given to the price and extent of any public trading in similar securities of the issuer or comparable companies’ securities.

The value of a foreign security traded on an exchange outside the United States is generally based on the price of a foreign security on the principal foreign exchange where it trades as of the time a Fund determines its NAV or if the foreign exchange closes prior to the time the Fund determines its NAV, the most recent closing price of the foreign security on its principal exchange.

Trading in certain non-U.S. securities may not take place on all days on which the New York Stock Exchange (“NYSE”) is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of a Fund’s NAV may not take place contemporaneously with the determination of the prices of securities held by a Fund in foreign securities markets. Further, the value of a Fund’s assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Fund. In calculating a Fund’s NAV, foreign securities in foreign currency are converted to U.S. dollar equivalents.

If an event occurs after the time at which the market for foreign securities held by a Fund closes but before the time that the Fund’s NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time a Fund determines its NAV. In such a case, a Fund will use the a value of such securities as determined under the Fund’s valuation procedures. Events after the close of trading on a foreign market that could require the Fund to fair value some or all of its foreign securities include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis in the determination of a security’s fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time a Fund calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, or that such markets will continue to behave in a fashion that is consistent with such models. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that the Fund could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, a Fund is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes the Fund to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the

91

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

	time the Fund determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in the Fund’s NAV. Investments in securities maturing in 60 days or less from the date of acquisition are valued at amortized cost, which, when combined with accrued interest, approximates market value.
B.	Security Transactions and Revenue Recognition. Securities transactions are accounted for on the trade date. Realized gains and losses are reported on the basis of identified cost of securities sold. Interest income is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date, or for certain foreign securities, when the information becomes available to the Funds. Premium amortization and discount accretion are determined by the effective yield method and included in interest income.
	Real Estate estimates components of distributions from real estate investment trusts (“REITs”). Distributions received in excess of income are recorded as a reduction of cost of the related investments. If the Fund no longer owns the applicable securities, any distributions received in excess of income are recorded as realized gains.
C.	Foreign Currency Translation. The books and records of the Funds are maintained in U.S. dollars.
	Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1)	Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at the end of the day.
(2)	Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

	Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities’ current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.
	Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on the Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and the U.S. government securities. These risks include but are not limited to revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies and the U.S. government securities.
D.	Foreign Currency Transactions and Futures Contracts. Certain Funds may enter into foreign currency exchange transactions to convert to and from different foreign currencies and to and from the U.S. dollar in connection with the planned purchases or sales of securities. The Funds either enter into these transactions on a spot basis at the spot rate prevailing in the foreign currency exchange market or use forward foreign currency contracts to purchase or sell foreign currencies. When the contract is fulfilled or closed, gains or losses are realized. Until then, the gain or loss is included in unrealized appreciation or depreciation. Risks may arise upon entering into forward contracts from the potential inability of counterparties to

92

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

	meet the terms of their forward contracts and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar.
	Each Fund may enter into futures contracts involving foreign currency, interest rates, securities and security indices. A futures contract obligates the seller of the contract to deliver and the purchaser of the contract to take delivery of the type of foreign currency, financial instrument or security called for in the contract at a specified future time for a specified price. Upon entering into such a contract, a Fund is required to deposit and maintain as collateral such initial margin as required by the exchange on which the contract is traded. Pursuant to the contract, a Fund agrees to receive from or pay to the broker an amount equal to the daily fluctuations in the value of the contract. Such receipts or payments are known as variation margins and are recorded as unrealized gains or losses by the Fund. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
E.	Distributions to Shareholders. The Funds record distributions to their shareholders on the ex-dividend date. Each Fund pays dividends, if any, as follows:

Annually	Semi-Annually
Disciplined LargeCap Fundamental Research LargeCap Growth MidCap Opportunities Opportunistic LargeCap SmallCap Opportunities Financial Services LargeCap Value MidCap Value MidCap Value Choice SmallCap Value SmallCap Value Choice	MagnaCap Quarterly Real Estate

	Each Fund distributes capital gains, to the extent available, annually. The Funds may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. The characteristics of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies.
F.	Federal Income Taxes. It is the policy of the Funds to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized capital gains to their shareholders. Therefore, no federal income tax provision is required. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired.
	The Funds may utilize equalization accounting for tax purposes, whereby a portion of redemption payments are treated as distributions of income or gain for income tax purposes.
G.	Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
H.	Repurchase Agreements. Each Fund may invest in repurchase agreements only with government securities dealers recognized by the Board of Governors of the Federal Reserve System. Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects an agreed upon interest rate for the period of time the agreement is outstanding. The period of the repurchase agreements is usually short, from overnight to one week, while the underlying securities generally have longer maturities. Each Fund will receive as collateral securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, being invested by the Fund. The underlying collateral is valued daily on a mark to market basis to assure that the value, including accrued interest is at least equal to the repurchase price. There would be potential loss to a Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral,

93

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

	and it might incur disposition costs in liquidating the collateral.
I.	Options Contracts. Each Fund, except MagnaCap, may purchase put and call options. Each Fund may write (sell) put options. Each Fund, except Financial Services and MagnaCap, may write covered call options. The Funds may engage in option transactions as a hedge against adverse movements in the value of portfolio holdings or to increase market exposure. Option contracts are valued daily and unrealized gains or losses are recorded based upon the last sales price on the principal exchange on which the options are traded. The Funds will realize a gain or loss upon the expiration or closing of the option contract. When an option is exercised, the proceeds on sales of the underlying security for a written call option, the purchase cost of the security for a written put option, or the cost of the security for a purchased put or call option is adjusted by the amount of premium received or paid. Realized and unrealized gains or losses on option contracts are reflected in the accompanying financial statements. The risk in writing a call option is that the Funds give up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Funds may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Funds pay a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties to meet the terms of the contract.
J.	Securities Lending. Each Fund has the option to temporarily loan up to 30% of its total assets to brokers, dealers or other financial institutions in exchange for a negotiated lender’s fee. The borrower is required to fully collateralize the loans with cash or U.S. government securities. Generally, in the event of counterparty default, the Fund has the right to use collateral to offset losses incurred. There would be potential loss to the Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral. The Fund bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Fund.
K.	Organization Expenses and Offering Costs. Costs incurred with the organization of the Funds are expensed as incurred. Costs incurred with the offering of shares of the Funds are deferred and amortized over a period of twelve months.
L.	Illiquid and Restricted Securities. Each Fund, except MagnaCap, may not invest more than 15% of its net assets in illiquid securities. Illiquid securities are not readily marketable. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Funds to sell them promptly at an acceptable price. Each Fund also may invest in restricted securities, which include those sold under Rule 144A of the Securities Act of 1933 (“1933 Act”) or securities offered pursuant to Section 4(2) of the 1933 Act, and/or are subject to legal or contractual restrictions on resale and generally may not be publicly sold without registration under the 1933 Act. Certain restricted securities may be considered liquid pursuant to procedures adopted by the Board or may be deemed to be illiquid because they may not be readily marketable. Illiquid and restricted securities are valued using market quotations when readily available. In the absence of market quotations, the illiquid and restricted securities are valued based upon their fair value determined under procedures approved by the Board.
M.	Delayed Delivery Transactions. Each Fund may purchase or sell securities on a when-issued basis. Each Fund, except MagnaCap and Financial Services, may enter into forward commitments. The price of the underlying securities and date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market value of such is identified in each Fund’s Portfolio of Investments. Losses may arise due to changes in the market value of the securities or from the inability of counterparties to meet the terms of the contract. In connection with such purchases, the Funds are required to segregate liquid assets with the Funds’ custodian sufficient to cover the purchase price.
N.	Mortgage Dollar Roll Transactions. In connection with a Fund’s ability to purchase or sell securities

94

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

on a when-issued basis, the Funds may engage in dollar roll transactions with respect to mortgage-backed securities issued by Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corp. In a dollar roll transaction, a Fund sells a mortgage-backed security to a financial institution, such as a bank or broker/ dealer, and simultaneously agrees to repurchase a substantially similar (i.e., same type, coupon, and maturity) security from the institution on a delayed delivery basis at an agreed upon price. The mortgage-backed securities that are repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories. The Funds account for dollar roll transactions as purchases and sales.

NOTE 3 — INVESTMENT TRANSACTIONS

For the six months ended November 30, 2006, the cost of purchases and proceeds from the sales of securities, excluding short-term securities, were as follows:

	Purchases		Sales
Real Estate	$	92,284,946	$	55,796,568
Disciplined LargeCap		20,961,835		25,035,124
Fundamental Research		5,962,738		5,825,345
LargeCap Growth		113,622,597		149,299,744
MidCap Opportunities		253,763,145		287,312,893
Opportunistic LargeCap		4,542,018		4,426,134
SmallCap Opportunities		53,307,974		76,052,870
Financial Services		48,298,175		63,558,675
LargeCap Value		54,523,886		16,632,859
MagnaCap		147,645,965		179,263,385
MidCap Value		13,194,467		33,342,762
MidCap Value Choice		65,840,206		14,677,070
SmallCap Value		4,250,359		20,498,315
SmallCap Value Choice		31,220,164		2,758,035

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES

The Funds entered into investment management agreements (“Management Agreements”) with ING Investments, LLC (“ING Investments” or the “Investment Adviser”). The Investment Management Agreements compensate the Investment Adviser with a fee, computed daily and payable monthly, based on the average daily net assets of each Fund, at the following annual rates:

	As a Percent of Average Net Assets
Real Estate	0.70%
Disciplined LargeCap	0.70%
Fundamental Research	0.70% on first $500 million; 0.65% on next $500 million; and 0.60% thereafter
LargeCap Growth	0.75% on first $500 million; 0.675% on next $500 million; and 0.65% in excess of $1 billion
MidCap Opportunities	1.00% on first $500 million; and 0.90% thereafter
Opportunistic LargeCap	0.70% on first $500 million; 0.65% on next $500 million; and 0.60% thereafter
SmallCap Opportunities	1.00% on first $100 million; 0.90% on next $150 million; 0.80% on next $250 million; and 0.75% in excess of $500 million
Financial Services	1.00% on first $30 million; 0.75% on next $95 million; and 0.70% in excess of $125 million
LargeCap Value	0.90% on first $50 million; 0.85% on next $450 million; and 0.80% thereafter
MagnaCap	1.00% on first $30 million; 0.75% on next $220 million; 0.625% on next $200 million; and 0.50% in excess of $450 million
MidCap Value	1.00% on first $50 million; and 0.90% thereafter
MidCap Value Choice	1.00%
SmallCap Value	1.00% on first $50 million; and 0.90% thereafter
SmallCap Value Choice	1.00%

ING Investment Management Co. (“ING IM”), a registered investment adviser, serves as Sub-Adviser to, Disciplined LargeCap, Fundamental Research, MidCap Opportunities, Opportunistic LargeCap, SmallCap Opportunities, Financial Services and MagnaCap pursuant to sub-Advisory agreements between the Investment Adviser and ING IM.

ING Clarion Real Estate Securities L.P. (“INGCRES”), a registered investment adviser, is the Sub-Adviser to Real Estate pursuant to a sub-Advisory agreement between the Investment Adviser and INGCRES.

Brandes Investment Partners, L.P. (“Brandes”), a registered investment adviser, serves as Sub-Adviser to LargeCap Value, MidCap Value and SmallCap Value pursuant to a sub-advisory agreement between the Investment Adviser and Brandes.

Wellington Management Company, LLP (“Wellington Management”), a registered investment adviser, serves as the Sub-Adviser to LargeCap Growth pursuant to a sub-Advisory agreement between the Investment Adviser and Wellington Management.

NWQ Investment Management Company, LLC (“NWQ”), a registered investment adviser, serves as a Sub-Adviser to SmallCap Value Choice pursuant to a

95

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES (continued)

sub-advisory agreement between the Investment Adviser and NWQ.

Tradewinds NWQ Global Investors, LLC (“Tradewinds”), a registered investment adviser, serves as Sub-Adviser to MidCap Value Choice, pursuant to a sub-advisory agreement between the Investment Adviser and Tradewinds.

ING Funds Services, LLC (the “Administrator” or “IFS”), serves as administrator to each Fund except Financial Services and MagnaCap. The Funds pay the Administrator a fee calculated at an annual rate of 0.10% of each Funds’ average daily net assets.

Financial Services and MagnaCap have entered into Shareholder Service Agreements with IFS whereby IFS will act as Shareholder Service Agent for the Funds. The agreement provides that IFS will be compensated for incoming and outgoing shareholder telephone calls and letters, and all reasonable out-of-pocket expenses incurred in connection with the performance of such services.

Disciplined LargeCap, MidCap Opportunities and SmallCap Opportunities also pay IFS an annual shareholder account servicing fee of $5.00, payable semi-annually, for each account of beneficial owners of shares.

The Investment Adviser, ING IM, INGCRES, IFS and the Distributor are indirect, wholly-owned subsidiaries of ING Groep N.V. (“ING Groep”). ING Groep is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individuals and investors.

Effective November 1, 2006, all ING Funds sub-advised by ING IM will be permitted to invest end-of-day cash balances into affiliated ING money market funds, including ING Institutional Prime Money Market Fund. The investment management fee equivalent to 0.08% will be waived at the investment level of the ING Funds using ING Prime Institutional Money Market Fund. As of November 30, 2006, Financial Services has waived $263.

NOTE 5 — DISTRIBUTION AND SERVICE FEES

Each share class of the Funds (except Class I) has adopted a Plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plans”), whereby ING Funds Distributor, LLC (the “Distributor”) is reimbursed or compensated (depending on the class of shares) by the Funds for expenses incurred in the distribution of each Fund’s shares (“Distribution Fees”). Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month to reimburse or compensate expenses incurred in the distribution and promotion of each Fund’s shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution related expenses, including any distribution or shareholder servicing fees (“Service Fees”) paid to securities dealers who have executed a distribution agreement with the Distributor. Under the 12b-1 Plans, each class of shares of the Fund pays the Distributor a combined Distribution and/or Service Fee based on average daily net assets at the following rates:

				Classes B
	Class A			and C			Class M			Class O			Class Q
Real Estate		0.25	%		1.00	%		N/A			0.25	%		0.25	%
Disciplined LargeCap(1)		0.30	%		1.00	%		N/A			N/A			N/A
Fundamental Research		0.25	%		1.00	%		N/A			N/A			N/A
LargeCap Growth		0.35	%		1.00	%		N/A			N/A			0.25	%
MidCap Opportunities(1)		0.30	%		1.00	%		N/A			N/A			0.25	%
Opportunistic LargeCap		0.25	%		1.00	%		N/A			N/A			N/A
SmallCap Opportunities(1)		0.30	%		1.00	%		N/A			N/A			0.25	%
Financial Services(1)		0.35	%		1.00	%		N/A			0.25	%		N/A
LargeCap Value		0.25	%		1.00	%		N/A			N/A			N/A
MagnaCap(2)		0.30	%		1.00	%		0.75	%		N/A			N/A
MidCap Value		0.25	%		1.00	%		N/A			N/A			0.25	%
MidCap Value Choice		0.25	%		1.00	%		N/A			N/A			N/A
SmallCap Value		0.25	%		1.00	%		N/A			N/A			0.25	%
SmallCap Value Choice		0.25	%		1.00	%		N/A			N/A			N/A

(1)

ING Funds Distributor, LLC has contractually agreed to waive 0.10% of the Distribution Fee for Class A shares of Financial Services through October 1, 2007. Effective January 1, 2005, ING Funds Distributor, LLC has also contractually agreed to waive 0.05% of the Distribution Fee for Class A shares of Disciplined LargeCap, MidCap Opportunities and SmallCap Opportunities. The fee waiver is for the period beginning January 1, 2006 through December 31, 2007.

(2)

MagnaCap Class A paid only 0.19% in Distribution Fees under its 12b-1 reimbursement plan.

Presently, the Funds’ class-specific expenses include certain transfer agent fees and distribution fees incurred in connection with Class A, Class B, and Class C shares and service fees in connection with Class B, Class C and Class M shares. For the six months

96

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 5 — DISTRIBUTION AND SERVICE FEES (continued)

ended November 30, 2006, the Distributor retained the following amounts in sales charges:

	Class A		Class B		Class C		Class M
Initial Sales Charges:	Shares		Shares		Shares		Shares
Real Estate	$	8,182		N/A		N/A		N/A
Disciplined LargeCap		958		N/A		N/A		N/A
Fundamental Research		16		N/A		N/A		N/A
LargeCap Growth		15,137		N/A		N/A		N/A
MidCap Opportunities		2,165		N/A		N/A		N/A
SmallCap Opportunities		1,242		N/A		N/A		N/A
Financial Services		8,978		N/A		N/A		N/A
LargeCap Value		18,503		N/A		N/A		N/A
MagnaCap		2,670		N/A		N/A	$	87
MidCap Value		30		N/A		N/A		N/A
MidCap Value Choice		29,259		N/A		N/A		N/A
SmallCap Value Choice		10,412		N/A		N/A		N/A

	Class A		Class B		Class C		Class M
Contingent Deferred Sales Charges:	Shares		Shares		Shares		Shares
Real Estate	$	—		N/A	$	663		N/A
Disciplined LargeCap		—		N/A		86		N/A
LargeCap Growth		9,651		N/A		1,519		N/A
MidCap Opportunities		—		N/A		268		N/A
SmallCap Opportunities		107		N/A		522		N/A
Financial Services		31		N/A		750		N/A
LargeCap Value		7,320		N/A		326		N/A
MagnaCap		—		N/A		131		N/A
MidCap Value		5,293		N/A		222		N/A
MidCap Value Choice		—		N/A		3,505		N/A
SmallCap Value		4,225		N/A		—		N/A
SmallCap Value Choice		—		N/A		2,033		N/A

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

The Investment Adviser may direct the Funds’ portfolio managers to use their best efforts (subject to obtaining best execution of each transaction) to allocate a Fund’s equity security transactions through certain designated broker-dealers. The designated broker-dealer, in turn, will reimburse a portion of the brokerage commissions to pay certain expenses of that Portfolio. Any amounts credited to the Funds are reflected as brokerage commission recapture in the Statements of Operations.

At November 30, 2006, the Funds had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 4 and 5):

					Accrued
	Accrued				Shareholder
	Investment		Accrued		Service and		Accrued
	Management		Administrative		Distribution		Waivers &
	Fees		Fees		Fees		Reimbursements		Total
Real Estate	$	215,542	$	30,791	$	47,719	$	—	$	294,052
Disciplined LargeCap		21,887		3,127		27,842		—		52,856
Fundamental Research		3,269		467		1,272		—		5,008
LargeCap Growth		165,254		22,034		118,689		—		305,977
MidCap Opportunities		243,173		24,317		167,033		—		434,523
Opportunistic LargeCap		3,171		453		1,184		—		4,808
SmallCap Opportunities		118,710		12,277		68,587		—		199,574
Financial Services		188,227		—		90,805		—		279,032
LargeCap Value		77,062		8,824		36,392		337		122,615
MagnaCap		219,098		—		81,890		—		300,988
MidCap Value		67,565		7,050		46,749		—		121,364
MidCap Value Choice		129,823		12,982		60,623		—		203,428
SmallCap Value		47,458		4,816		30,952		—		83,226
SmallCap Value Choice		53,001		5,300		20,028		—		78,329

At November 30, 2006, the following indirect, wholly-owned subsidiaries of ING Groep owned more than 5% of the following Funds:

ING Life Insurance and Annuity Company — Real Estate (31.33)%; Fundamental Research (95.07)%; and Opportunistic LargeCap (97.86)%.

ING National Trust — Real Estate (13.50)%; and LargeCap Growth (24.85)%.

ING USA Annuity and Life Insurance Company — Fundamental Research (30.00)%.

NOTE 7 — OTHER ACCRUED EXPENSES AND LIABILITIES

At November 30, 2006, the Funds had following payables included in Other Accrued Expenses and Liabilities on the Statements of Assets and Liabilities that exceeded 5% of total liabilities:

	Accrued Transfer
	Agent Fees
SmallCap Opportunities	$	75,135

	Accrued Postage
	Fees
SmallCap Value	$	16,986

	Accrued Printing
	Fees
Real Estate	$	27,908

97

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 8 — EXPENSE LIMITATIONS

For the following Funds, the Investment Adviser has agreed to limit expenses, excluding interest, taxes, brokerage and extraordinary expenses to the levels listed below:

	Class A			Class B			Class C			Class I			Class O			Class Q
Real Estate		1.45	%		2.20	%		2.20	%		1.00	%		1.45	%		1.45	%
Fundamental Research		1.25	%		2.00	%		2.00	%		1.00	%		N/A			N/A
LargeCap Growth		1.45	%		2.10	%		2.10	%		1.10	%		N/A			1.35	%
MidCap Opportunities(1)(2)		1.75	%		2.45	%		2.45	%		1.45	%		N/A			1.60	%
Opportunistic LargeCap		1.25	%		2.00	%		2.00	%		1.00	%		N/A			N/A
LargeCap Value		1.45	%		2.20	%		2.20	%		1.20	%		N/A			N/A
MidCap Value		1.75	%		2.50	%		2.50	%		1.50	%		N/A			1.75	%
MidCap Value Choice		1.50	%		2.25	%		2.25	%		1.25	%		N/A			N/A
SmallCap Value		1.75	%		2.50	%		2.50	%		1.50	%		N/A			1.75	%
SmallCap Value Choice		1.50	%		2.25	%		2.25	%		1.25	%		N/A			N/A

(1)  Effective January 1, 2006, pursuant to a side agreement, ING Investments has lowered the expense limits for Disciplined LargeCap, MidCap Opportunities and SmallCap Opportunities through at least December 31, 2007. The expense limits for the Funds are as follows:

	Class A			Class B			Class C			Class I			Class Q
Disciplined LargeCap		1.36	%		2.11	%		2.11	%		N/A			N/A
MidCap Opportunities		1.25	%		2.00	%		2.00	%		1.00	%		1.25	%
SmallCap Opportunities		1.50	%		2.25	%		2.25	%		1.25	%		1.50	%

If, after December 31, 2007, ING Investments elects not to renew the side agreement, the expense limits will revert to the limits listed in the table above. For Disciplined LargeCap and SmallCap Opportunities, the Funds will no longer have an expense limitation. There is no guarantee that this side agreement will continue after that date. The side agreement will only renew if ING Investments elects to renew it. Any fees waived pursuant to the side agreement shall not be eligible for recoupment.

(2)  Effective January 1, 2005 through December 31, 2005, pursuant to a side agreement, ING Investments lowered the expense limits for Disciplined Large Cap, MidCap Opportunities and SmallCap Opportunities, as follows:

	Class A			Class B			Class C			Class I			Class Q
Disciplined Large Cap		1.36	%		2.11	%		2.11	%		1.11	%		N/A
MidCap Opportunities		1.50	%		2.25	%		2.25	%		1.25	%		1.50	%
SmallCap Opportunities		1.50	%		2.25	%		2.25	%		1.25	%		1.50	%

The Investment Adviser may at a later date recoup from a Fund management fees waived and certain other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, a Fund’s expense ratio does not exceed the percentage described above. Some of the fees waived are not eligible for recoupment. Waived and reimbursed fees net of any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Statements of Operations for each Fund. Amounts payable by the Investment Adviser are reflected on the accompanying Statements of Assets and Liabilities for each Fund.

As of November 30, 2006, the cumulative amounts of waived or reimbursed fees that are subject to possible recoupment by the Investment Adviser, and the related expiration dates are as follows:

	November 30,
	2007		2008		2009		Total
Disciplined LargeCap	$	—	$	28,822	$	38,833	$	67,655
Fundamental Research		—		—		169,946		169,946
LargeCap Growth		82,149		—		—		82,149
Opportunistic LargeCap		—		—		164,407		164,407
LargeCap Value		145,120		65,917		15,487		226,524
MidCap Value Choice		—		114,069		66,178		180,247
SmallCap Value Choice		—		108,508		63,738		172,246

The expense limitation agreements are contractual and shall renew automatically for one-year terms unless ING Investments provides written notice of the termination of the expense limitation agreement within 90 days of the end of the then current term.

NOTE 9 — LINE OF CREDIT

All of the Funds included in this report, in addition to certain other funds managed by the Investment Adviser, have entered into an unsecured committed revolving line of credit agreement (the “Credit Agreement”) with The Bank of New York for an aggregate amount of $125,000,000. The proceeds may be used to: (1) temporarily finance the purchase and sale of securities; (2) finance the redemption of shares of an investor in the Funds; and (3) enable the Funds to meet other emergency expenses as defined in the Credit Agreement. The Funds to which the line of credit is available pay a commitment fee equal to 0.09% per annum on the daily unused portion of the committed line amount payable quarterly in arrears. The following Funds utilized the line of credit during the six months ended November 30, 2006:

					Approximate
			Approximate		Weighted
			Average Daily		Average
			Balance		Interest Rate
	Days		For Days		For Days
Fund	Utilized		Utilized		Utilized
LargeCap Growth		5	$	1,500,000		5.48	%
MidCap Value		1	$	1,020,000		6.09	%
SmallCap Value		2	$	325,000		6.09	%

98

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES

	Class A						Class B						Class C
	Six Months			Year			Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006			2006			2006
Real Estate (Number of Shares)
Shares sold		1,646,591			2,875,437			44,353			126,848			34,791			76,070
Dividends reinvested		81,760			529,472			2,315			23,838			1,273			13,589
Shares redeemed		(260,488	)		(1,039,591	)		(33,755	)		(79,077	)		(13,677	)		(83,667	)
Net increase in shares outstanding		1,467,863			2,365,318			12,913			71,609			22,387			5,992
Real Estate ($)
Shares sold	$	30,245,809		$	46,599,231		$	823,754		$	2,047,010		$	659,388		$	1,300,645
Dividends reinvested		1,474,117			8,265,193			41,798			372,014			23,745			218,707
Shares redeemed		(4,763,160	)		(16,705,118	)		(619,434	)		(1,283,419	)		(260,424	)		(1,400,270	)
Net increase	$	26,956,766		$	38,159,306		$	246,118		$	1,135,605		$	422,709		$	119,082

	Class I						Class O
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
Real Estate (Number of Shares)
Shares sold		777,132			2,306,972			854,572			1,642,568
Dividends reinvested		86,606			767,164			20,808			114,187
Shares redeemed		(775,042	)		(4,127,596	)		(447,575	)		(836,522	)
Net increase (decrease) in shares outstanding		88,696			(1,053,460	)		427,805			920,233
Real Estate ($)
Shares sold	$	15,119,228		$	38,620,833		$	15,842,036		$	26,741,162
Dividends reinvested		1,638,158			12,555,053			374,777			1,782,741
Shares redeemed		(14,642,561	)		(68,813,973	)		(8,091,237	)		(13,440,715	)
Net increase (decrease)	$	2,114,825		$	(17,638,087	)	$	8,125,576		$	15,083,188

	Class A						Class B						Class C
	Six Months			Year			Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006			2006			2006
Disciplined LargeCap (Number of Shares)
Shares sold		99,160			126,622			93,868			258,014			17,111			41,656
Dividends reinvested		—			1,407			—			—			—			—
Shares redeemed		(88,539	)		(180,288	)		(366,590	)		(916,501	)		(146,515	)		(393,833	)
Net increase (decrease) in shares outstanding		10,621			(52,259	)		(272,722	)		(658,487	)		(129,404	)		(352,177	)
Disciplined LargeCap ($)
Shares sold	$	1,063,167		$	1,291,168		$	947,034		$	2,515,392		$	171,622		$	404,988
Dividends reinvested		—			14,496			—			—			—			—
Shares redeemed		(942,372	)		(1,835,392	)		(3,708,299	)		(8,889,697	)		(1,491,387	)		(3,846,320	)
Net increase (decrease)	$	120,795		$	(529,728	)	$	(2,761,265	)	$	(6,374,305	)	$	(1,319,765	)	$	(3,441,332	)

99

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class A						Class B
	Six Months			December 28,			Six Months		February 6,
	Ended			2005(1) to			Ended		2006(1) to
	November 30,			May 31,			November 30,		May 31,
	2006			2006			2006		2006
Fundamental Research (Number of Shares)
Shares sold		8,683			506,018			3,063		2,430
Shares redeemed		(4,429	)		(462	)		1		—
Net increase in shares outstanding		4,254			505,556			3,064		2,430
Fundamental Research ($)
Shares sold	$	93,459		$	5,061,622		$	31,218	$	24,839
Shares redeemed		(46,306	)		(4,855	)		6		—
Net increase	$	47,153		$	5,056,767		$	31,224	$	24,839

	Class C					Class I
	Six Months			April 17,		July 18,
	Ended			2006(1) to		2006(1) to
	November 30,			May 31,		May 31,
	2006			2006		2006
Fundamental Research (Number of Shares)
Shares sold		5,905			7,588		165
Shares redeemed		(2,375	)		—		—
Net increase in shares outstanding		3,530			7,588		165
Fundamental Research ($)
Shares sold	$	59,721		$	79,510	$	1,612
Shares redeemed		(25,327	)		—		—
Net increase	$	34,394		$	79,510	$	1,612

	Class A						Class B						Class C
	Six Months			Year			Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006			2006			2006
LargeCap Growth (Number of Shares)
Shares sold		440,080			1,327,040			79,170			484,520			84,558			453,259
Shares redeemed		(1,244,325	)		(2,435,369	)		(815,104	)		(1,986,634	)		(391,460	)		(1,076,747	)
Net decrease in shares outstanding		(804,245	)		(1,108,329	)		(735,934	)		(1,502,114	)		(306,902	)		(623,488	)
LargeCap Growth ($)
Shares sold	$	8,280,527		$	25,113,421		$	1,420,796		$	8,879,172		$	1,509,532		$	8,273,495
Shares redeemed		(22,975,007	)		(46,082,519	)		(14,692,318	)		(36,333,053	)		(6,982,948	)		(19,684,677	)
Net decrease	$	(14,694,480	)	$	(20,969,098	)	$	(13,271,522	)	$	(27,453,881	)	$	(5,473,416	)	$	(11,411,182	)

(1)  Commencement of operations.

100

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class Q
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
LargeCap Growth (Number of Shares)
Shares sold		128,475			1,902,655			2,710			11,078
Shares redeemed		(251,288	)		(578,511	)		(1,675	)		(67,254	)
Net increase (decrease) in shares outstanding		(122,813	)		1,324,144			1,035			(56,176	)
LargeCap Growth ($)
Shares sold	$	2,510,027		$	37,746,164		$	51,000		$	209,160
Shares redeemed		(4,901,027	)		(11,583,527	)		(33,308	)		(1,303,983	)
Net increase (decrease)	$	(2,391,000	)	$	26,162,637		$	17,692		$	(1,094,823	)

	Class A						Class B						Class C
	Six Months			Year			Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006			2006			2006
MidCap Opportunities (Number of Shares)
Shares sold		362,717			1,481,144			56,849			236,873			24,339			107,712
Shares redeemed		(1,128,815	)		(2,507,765	)		(1,339,327	)		(3,946,282	)		(756,556	)		(2,000,599	)
Net decrease in shares outstanding		(766,098	)		(1,026,621	)		(1,282,478	)		(3,709,409	)		(732,217	)		(1,892,887	)
MidCap Opportunities ($)
Shares sold	$	5,410,693		$	21,483,242		$	794,305		$	3,332,518		$	340,193		$	1,499,594
Shares redeemed		(16,696,786	)		(36,384,965	)		(18,788,222	)		(54,239,246	)		(10,554,049	)		(27,369,385	)
Net decrease	$	(11,286,093	)	$	(14,901,723	)	$	(17,993,917	)	$	(50,906,728	)	$	(10,213,856	)	$	(25,869,791	)

	Class I						Class Q
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
MidCap Opportunities (Number of Shares)
Shares sold		25,795			57,290			430			1,762
Shares redeemed		(29,852	)		(66,102	)		(6,724	)		(50,497	)
Net decrease in shares outstanding		(4,057	)		(8,812	)		(6,294	)		(48,735	)
MidCap Opportunities ($)
Shares sold	$	393,756		$	868,307		$	6,441		$	25,786
Shares redeemed		(464,469	)		(1,012,855	)		(101,904	)		(721,437	)
Net decrease	$	(70,713	)	$	(144,548	)	$	(95,463	)	$	(695,651	)

	Class A					Class B				Class C
	Six Months			December 28,		Six Months		April 5,		Six Months		April 27,
	Ended			2005(1) to		Ended		2006(1) to		Ended		2006(1) to
	November 30,			May 31,		November 30,		May 31,		November 30,		May 31,
	2006			2006		2006		2006		2006		2006
Opportunistic LargeCap (Number of Shares)
Shares sold		3,425			500,961		2,774		3,462		976		1,015
Shares redeemed		(1,689	)		—		—		—		—		—
Net increase in shares outstanding		1,736			500,961		2,774		3,462		976		1,015
Opportunistic LargeCap ($)
Shares sold	$	35,609		$	5,010,020	$	28,537	$	36,494	$	10,165	$	10,640
Shares redeemed		(16,885	)		—		—		—		—		—
Net increase	$	18,724		$	5,010,020	$	28,537	$	36,494	$	10,165	$	10,640

(1)  Commencement of operations.

101

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class A						Class B						Class C
	Six Months			Year			Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006			2006			2006
SmallCap Opportunities (Number of Shares)
Shares sold		120,942			839,289			12,886			61,586			8,472			67,942
Shares redeemed		(465,943	)		(1,632,957	)		(217,752	)		(875,233	)		(205,002	)		(548,247	)
Net decrease in shares outstanding		(345,001	)		(793,668	)		(204,866	)		(813,647	)		(196,530	)		(480,305	)
SmallCap Opportunities ($)
Shares sold	$	3,500,744		$	23,105,401		$	337,242		$	1,593,581		$	218,703		$	1,699,261
Shares redeemed		(13,396,341	)		(44,909,311	)		(5,701,209	)		(21,758,557	)		(5,343,896	)		(13,653,058	)
Net decrease	$	(9,895,597	)	$	(21,803,910	)	$	(5,363,967	)	$	(20,164,976	)	$	(5,125,193	)	$	(11,953,797	)

	Class I						Class Q
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
SmallCap Opportunities (Number of Shares)
Shares sold		15,778			106,241			—			114
Shares redeemed		(13,597	)		(554,865	)		(389	)		(3,708	)
Net increase (decrease) in shares outstanding		2,181			(448,624	)		(389	)		(3,594	)
SmallCap Opportunities ($)
Shares sold	$	461,097		$	2,906,925		$	—		$	2,838
Shares redeemed		(406,472	)		(15,427,027	)		(11,321	)		(104,463	)
Net increase (decrease)	$	54,625		$	(12,520,102	)	$	(11,321	)	$	(101,625	)

	Class A						Class B
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
Financial Services (Number of Shares)
Shares sold		1,149,644			1,961,853			45,004			181,408
Dividends reinvested		—			541,022			—			292,888
Shares redeemed		(710,024	)		(1,461,651	)		(1,149,034	)		(2,573,322	)
Net increase (decrease) in shares outstanding		439,620			1,041,224			(1,104,030	)		(2,099,026	)
Financial Services ($)
Shares sold	$	27,643,460		$	46,128,839		$	1,069,904		$	4,148,782
Dividends reinvested		—			12,344,913			—			6,601,698
Shares redeemed		(17,193,703	)		(34,102,203	)		(27,017,613	)		(59,363,972	)
Net increase (decrease)	$	10,449,757		$	24,371,549		$	(25,947,709	)	$	(48,613,492	)

102

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class C						Class O
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
Financial Services (Number of Shares)
Shares sold		22,499			59,345			229,329			405,456
Dividends reinvested		—			771			—			21,511
Shares redeemed		(7,505	)		(2,510	)		(91,197	)		(174,554	)
Net increase in shares outstanding		14,994			57,606			138,132			252,413
Financial Services ($)
Shares sold	$	529,200		$	1,366,554		$	5,631,794		$	9,462,094
Dividends reinvested		—			17,119			—			489,216
Shares redeemed		(172,767	)		(58,484	)		(2,193,451	)		(4,052,637	)
Net increase	$	356,433		$	1,325,189		$	3,438,343		$	5,898,673

	Class A						Class B
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
LargeCap Value (Number of Shares)
Shares sold		4,178,199			1,499,753			220,777			181,524
Dividends reinvested		—			105,458			—			39,675
Shares redeemed		(722,737	)		(868,471	)		(92,711	)		(305,974	)
Net increase (decrease) in shares outstanding		3,455,462			736,740			128,066			(84,775	)
LargeCap Value ($)
Shares sold	$	47,733,397		$	15,356,145		$	2,459,026		$	1,875,799
Dividends reinvested		—			1,025,750			—			384,809
Shares redeemed		(8,239,439	)		(8,812,594	)		(1,025,561	)		(3,103,224	)
Net increase (decrease)	$	39,493,958		$	7,569,301		$	1,433,465		$	(842,616	)

	Class C						Class I
	Six Months			Year			Six Months		Year
	Ended			Ended			Ended		Ended
	November 30,			May 31,			November 30,		May 31,
	2006			2006			2006		2006
LargeCap Value (Number of Shares)
Shares sold		283,542			331,556			351,142		263
Dividends reinvested		—			53,355			—		19,188
Shares redeemed		(88,599	)		(372,445	)		—		(388	)
Net increase in shares outstanding		194,943			12,466			351,142		19,063
LargeCap Value ($)
Shares sold	$	3,226,171		$	3,410,728		$	4,012,000	$	3,450
Dividends reinvested		—			516,859			—		186,503
Shares redeemed		(987,468	)		(3,781,589	)		—		(3,778	)
Net increase	$	2,238,703		$	145,998		$	4,012,000	$	186,175

103

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class A						Class B						Class C
	Six Months			Year			Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006			2006			2006
MagnaCap (Number of Shares)
Shares sold		531,610			1,105,157			61,933			147,873			11,955			42,365
Shares issued from merger		—			2,217,193			—			370,650			—			66,493
Dividends reinvested		90,760			248,548			—			4,892			—			933
Shares redeemed		(2,045,875	)		(4,574,625	)		(553,430	)		(1,570,097	)		(80,624	)		(163,090	)
Net decrease in shares outstanding		(1,423,505	)		(1,003,727	)		(491,497	)		(1,046,682	)		(68,669	)		(53,299	)
MagnaCap ($)
Shares sold	$	6,613,519		$	12,967,828		$	740,819		$	1,676,585		$	143,294		$	488,219
Shares issued from merger		—			26,189,242			—			4,248,959			—			762,914
Dividends reinvested		1,110,863			2,853,761			—			54,664			—			10,482
Shares redeemed		(25,571,315	)		(53,591,229	)		(6,652,867	)		(17,715,296	)		(977,293	)		(1,858,048	)
Net decrease	$	(17,846,933	)	$	(11,580,398	)	$	(5,912,048	)	$	(11,735,088	)	$	(833,999	)	$	(596,433	)

	Class I						Class M
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
MagnaCap (Number of Shares)
Shares sold		19,841			73,155			1,410			2,197
Shares issued from merger		—			24,033			—			—
Dividends reinvested		1,285			2,984			189			1,637
Shares redeemed		(19,498	)		(103,450	)		(31,597	)		(87,539	)
Net increase (decrease) in shares outstanding		1,628			(3,278	)		(29,998	)		(83,705	)
MagnaCap ($)
Shares sold	$	248,942		$	868,524		$	17,657		$	24,978
Shares issued from merger		—			282,038			—			—
Dividends reinvested		15,644			33,945			2,298			18,754
Shares redeemed		(244,594	)		(1,222,554	)		(387,719	)		(996,318	)
Net increase (decrease)	$	19,992		$	(38,047	)	$	(367,764	)	$	(952,586	)

	Class A						Class B						Class C
	Six Months			Year			Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006			2006			2006
MidCap Value (Number of Shares)
Shares sold		115,715			255,023			1,463			73,607			149			114,576
Dividends reinvested		—			821,647			—			444,000			—			420,010
Shares redeemed		(1,135,431	)		(3,187,072	)		(467,851	)		(1,369,866	)		(365,021	)		(1,771,928	)
Net decrease in shares outstanding		(1,019,716	)		(2,110,402	)		(466,388	)		(852,259	)		(364,872	)		(1,237,342	)
MidCap Value ($)
Shares sold	$	1,125,938		$	2,562,557		$	19,347		$	693,274		$	1,430		$	1,075,454
Dividends reinvested		—			7,739,914			—			4,071,484			—			3,847,296
Shares redeemed		(11,390,494	)		(32,744,727	)		(4,475,412	)		(13,647,439	)		(3,474,933	)		(17,986,630	)
Net decrease	$	(10,264,556	)	$	(22,442,256	)	$	(4,456,065	)	$	(8,882,681	)	$	(3,473,503	)	$	(13,063,880	)

104

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class Q
	Six Months			Year			Six Months		Year
	Ended			Ended			Ended		Ended
	November 30,			May 31,			November 30,		May 31,
	2006			2006			2006		2006
MidCap Value (Number of Shares)
Shares sold		4,438			23,705			—		—
Dividends reinvested		—			23,283			—		229
Shares redeemed		(66,233	)		(89,960	)		—		(608	)
Net decrease in shares outstanding		(61,795	)		(42,972	)		—		(379	)
MidCap Value ($)
Shares sold	$	42,661		$	253,290		$	—	$	—
Dividends reinvested		—			222,814			—		2,154
Shares redeemed		(668,981	)		(976,700	)		—		(7,106	)
Net decrease	$	(626,320	)	$	(500,596	)	$	—	$	(4,952	)

	Class A						Class B
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
MidCap Value Choice (Number of Shares)
Shares sold		5,619,807			2,860,002			234,669			420,438
Dividends reinvested		—			11,460			—			2,093
Shares redeemed		(611,095	)		(258,442	)		(54,635	)		(44,180	)
Net increase in shares outstanding		5,008,712			2,613,020			180,034			378,351
MidCap Value Choice ($)
Shares sold	$	78,294,199		$	35,010,086		$	3,189,587		$	5,015,913
Dividends reinvested		—			133,846			—			24,402
Shares redeemed		(8,508,547	)		(3,158,512	)		(741,753	)		(524,954	)
Net increase	$	69,785,652		$	31,985,420		$	2,447,834		$	4,515,361

	Class C						Class I
	Six Months			Year			Six Months		Year
	Ended			Ended			Ended		Ended
	November 30,			May 31,			November 30,		May 31,
	2006			2006			2006		2006
MidCap Value Choice (Number of Shares)
Shares sold		1,045,201			1,472,161			382		201,993
Dividends reinvested		—			8,037			—		2,923
Shares redeemed		(89,320	)		(67,363	)		—		(204,447	)
Net increase (decrease) in shares outstanding		955,881			1,412,835			382		469
MidCap Value Choice ($)
Shares sold	$	14,236,532		$	17,506,653		$	5,150	$	2,282,526
Dividends reinvested		—			93,663			—		34,142
Shares redeemed		(1,201,672	)		(820,376	)		—		(2,722,017	)
Net increase (decrease)	$	13,034,860		$	16,779,940		$	5,150	$	(405,349	)

105

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class A						Class B						Class C
	Six Months			Year			Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006			2006			2006
SmallCap Value (Number of Shares)
Shares sold		23,978			297,657			6			34,802			542			190,450
Dividends reinvested		—			1,128,334			—			433,514			—			545,442
Shares redeemed		(694,512	)		(4,402,929	)		(340,161	)		(828,792	)		(421,264	)		(2,021,135	)
Net decrease in shares outstanding		(670,534	)		(2,976,938	)		(340,155	)		(360,476	)		(420,722	)		(1,285,243	)
SmallCap Value ($)
Shares sold	$	241,922		$	3,407,425		$	60		$	349,467		$	5,487		$	1,896,406
Dividends reinvested		—			11,475,313			—			4,261,442			—			5,350,792
Shares redeemed		(7,031,511	)		(52,203,312	)		(3,306,545	)		(9,443,727	)		(4,102,591	)		(22,925,321	)
Net decrease	$	(6,789,589	)	$	(37,320,574	)	$	(3,306,485	)	$	(4,832,818	)	$	(4,097,104	)	$	(15,678,123	)

	Class I						Class Q
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
SmallCap Value (Number of Shares)
Shares sold		—			1,417			—			—
Dividends reinvested		—			9,704			—			1,508
Shares redeemed		(1,910	)		(40,181	)		(2,995	)		(2,990	)
Net decrease in shares outstanding		(1,910	)		(29,060	)		(2,995	)		(1,482	)
SmallCap Value ($)
Shares sold	$	—		$	20,005		$	—		$	—
Dividends reinvested		—			99,950			—			15,613
Shares redeemed		(18,854	)		(413,389	)		(33,899	)		(31,124	)
Net decrease	$	(18,854	)	$	(293,434	)	$	(33,899	)	$	(15,511	)

	Class A						Class B
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
SmallCap Value Choice (Number of Shares)
Shares sold		1,967,508			1,594,368			112,521			159,358
Dividends reinvested		—			8,438			—			651
Shares redeemed		(365,260	)		(325,253	)		(21,191	)		(45,639	)
Net increase in shares outstanding		1,602,248			1,277,553			91,330			114,370
SmallCap Value Choice ($)
Shares sold	$	24,449,707		$	18,511,677		$	1,376,617		$	1,864,751
Dividends reinvested		—			94,088			—			7,241
Shares redeemed		(4,550,307	)		(3,730,931	)		(259,245	)		(535,586	)
Net increase	$	19,899,400		$	14,874,834		$	1,117,372		$	1,336,406

106

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class C						Class I
	Six Months			Year			Six Months			June 9,
	Ended			Ended			Ended			2005(1) to
	November 30,			May 31,			November 30,			May 31,
	2006			2006			2006			2006
SmallCap Value Choice (Number of Shares)
Shares sold		371,460			445,462			506,464			276,205
Dividends reinvested		—			2,067			—			434
Shares redeemed		(44,516	)		(58,238	)		(91,076	)		(9,940	)
Net increase in shares outstanding		326,944			389,291			415,388			266,699
SmallCap Value Choice ($)
Shares sold	$	4,596,100		$	5,127,341		$	6,186,813		$	3,314,429
Dividends reinvested		—			23,027			—			4,834
Shares redeemed		(547,977	)		(678,850	)		(1,165,814	)		(126,330	)
Net increase	$	4,048,123		$	4,471,518		$	5,020,999		$	3,192,933

(1)  Commencement of operations.

NOTE 11 — SECURITIES LENDING

Under an agreement with The Bank of New York (“BNY”), the Funds except, Financial Services, can lend their securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. Government securities. The collateral must be in an amount equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities loaned. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the “Agreement”). The collateral received is reflected in the Portfolio of Investments as collateral for securities loaned. Generally, in the event of counterparty default, the Funds have the right to use the collateral to offset losses incurred. The Agreement contains certain guarantees by BNY in the event of counterparty default and/or a borrower’s failure to return a loaned security; however, there would be a potential loss to the Funds in the event the Funds are delayed or prevented from exercising their right to dispose of the collateral. The Funds bear the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Fund. At November 30, 2006, the Funds had securities on loan with the following market values:

	Value of
	Securities		Value of
	Loaned		Collateral
Disciplined LargeCap	$	2,575,625	$	2,647,498
LargeCap Growth		50,606,694		51,726,337
MidCap Opportunities		71,753,965		73,372,935
SmallCap Opportunities		39,717,713		40,639,690
MagnaCap		62,192,955		63,985,533
MidCap Value		23,764,412		24,719,658
MidCap Value Choice		25,237,604		25,802,088

NOTE 12 — REORGANIZATIONS

On December 3, 2005, MagnaCap as listed below (“Acquiring Fund”), acquired the assets and certain liabilities of ING Value Opportunity Fund, also listed below (“Acquired Fund”), in a tax-free reorganization in exchange for shares of the Acquiring Fund, pursuant to a plan or reorganization approved by the Acquired Fund’s shareholders. The number and value of shares issued by the Acquiring Fund are presented in Note 10 — Capital Share Transactions. Net assets and unrealized appreciation as of the reorganization date were as follows:

						Acquired Fund
Acquiring	Acquired	Total Net Assets of		Total Net Assets of		Unrealized		Conversion
Fund	Fund	Acquired Fund (000’s)		Acquiring Fund (000’s)		Appreciation (000’s)		Ratio
MagnaCap	ING Value Opportunity Fund	$	31,483	$	347,924	$	3,594		0.95

The net assets of MagnaCap after the acquisition were $379,406,835.

107

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 13 — FEDERAL INCOME TAXES

The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as distributions of paid-in capital.

Dividends paid by the Funds from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders.

The tax composition of dividends and distributions to shareholders was as follows:

	Six Months
	Ended
	November 30,
	2006		Year Ended May 31, 2006
	Ordinary		Ordinary		Long-Term		Return of
	Income		Income		Capital Gains		Capital
Real Estate(1)	$	3,977,243	$	10,931,855	$	15,299,144	$	—
Disciplined LargeCap		—		20,068		—		—
LargeCap Growth		—		—		—		—
Financial Services		—		6,839,942		19,325,251		—
LargeCap Value		—		2,304,244		651,605		—
MagnaCap		1,273,102		3,390,213		—		—
MidCap Value		—		10,441,461		9,193,612		—
MidCap Value Choice		—		404,937		—		—
SmallCap Value		—		18,265,818		7,860,029		152,153
SmallCap Value Choice		—		174,066		—		—

⁽¹⁾ Composition of dividends and distributions presented herein is based on the Fund’s tax year-end of December 31, 2005.

The tax-basis components of distributable earnings and the expiration dates of the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of May 31, 2006 were:

								Post-October			Post-October
	Undistributed		Undistributed		Unrealized			Capital			Currency
	Ordinary		Long Term		Appreciation/			Losses			Losses			Capital Loss			Expiration
	Income		Capital Gains		Depreciation			Deferred			Deferred			Carryforwards			Dates
Real Estate(1)		—		1,660,007		1,684,827			—			—			—			—
Disciplined LargeCap		—		—		1,885,302			—			—		$	(327,924	)		2009
															(10,480,954	)		2010
															(24,371,998	)		2011
															(6,531,057	)		2012
														$	(41,711,933	)
Fundamental Research		90,044		—		(9,853	)		—			—			—			—
LargeCap Growth		—		—		29,744,140			—			(6,086	)	$	(97,467,160	)		2009
															(137,806,249	)		2010
															(117,098,211	)		2011
															(1,005,295	)		2013
														$	(353,376,915	)*
MidCap Opportunities		—		1,813,813		37,063,870			—			—		$	(50,084,771	)		2008
															(47,542,617	)		2009
															(21,217,297	)		2010
															(9,824,346	)		2011
														$	(128,669,031	)*
Opportunistic LargeCap		34,624		—		150,695			(171,004	)		—			—			—
SmallCap Opportunities		—		—		23,430,402			—			—		$	(87,864,767	)		2010
															(167,319,500	)		2011
														$	(255,184,267	)*

108

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 13 — FEDERAL INCOME TAXES

								Post-October			Post-October
	Undistributed		Undistributed		Unrealized			Capital			Currency
	Ordinary		Long Term		Appreciation/			Losses			Losses		Capital Loss			Expiration
	Income		Capital Gains		Depreciation			Deferred			Deferred		Carryforwards			Dates
Financial Services		2,081,368		12,652,657		63,383,117			—			—		—			—
LargeCap Value		880,560		1,121,468		(55,453	)		—			—		—			—
MagnaCap		984,302		—		37,017,109			—			—	$	(24,685,569	)		2010
														(12,050,567	)		2012
													$	(36,736,136	)*
MidCap Value		1,407,884		5,734,320		(20,933,228	)		—			—		—			—
MidCap Value Choice		1,515,462		91,368		6,859,457			—			—		—			—
SmallCap Value		—		—		(13,635,978	)		(1,245,709	)		—		—			—
SmallCap Value Choice		1,149,049		87,770		2,150,861			—			—		—			—

⁽¹⁾ As of the Fund’s tax year ended December 31, 2005.

* Utilization of these capital losses is subject to annual limitations under Section 382 of the Internal Revenue Code.

NOTE 14 — ILLIQUID SECURITIES

Pursuant to guidelines adopted by the Funds’ Board, the following securities have been deemed to be illiquid. The Funds may invest up to 15% of its net assets in illiquid securities. Fair value for these securities was determined by ING Funds Valuation Committee appointed by the Funds’ Board.

NOTE 15 — CONCENTRATION OF RISKS

Concentration (Real Estate and Financial Services). Each Fund concentrates (for purposes of the 1940 Act) its assets in securities related to a particular industry, which means that at least 25% of its assets will be invested in that particular industry at all times. As a result, each Fund may be subject to greater market fluctuation than a fund which has securities representing a broader range of investment alternatives.

Non-Diversified (Real Estate and Opportunistic LargeCap). The Funds are each classified as non-diversified investment companies under the 1940 Act, which means that each Fund is not limited by the 1940 Act in the proportion of assets that they may invest in the obligations of a single issuer. Declines in the value of that single company can significantly impact the value of a Fund. The investment of a large percentage of a Fund’s assets in the securities of a small number of issuers may cause the Funds’ share price to fluctuate more than that of a diversified investment company. Conversely, even though classified as nondiversified, a Fund may actually maintain a portfolio that is diversified with a large number of issuers. In such an event, a Fund would benefit less from appreciation in a single corporate issuer than if it had greater exposure to that issuer.

NOTE 16 — SUBSEQUENT EVENT

Dividends: Subsequent to November 30, 2006, the following Funds declared dividends and distributions of:

	PER SHARE AMOUNTS
	Net Investment		Short-Term		Long-Term		Payable		Record
	Income		Capital Gains		Capital Gains		Date		Date
Real Estate
Class A	$	—	$	0.0623	$	1.2372		December 19, 2006		December 14, 2006
Class B	$	—	$	0.0623	$	1.2372		December 19, 2006		December 14, 2006
Class C	$	—	$	0.0623	$	1.2372		December 19, 2006		December 14, 2006
Class I	$	—	$	0.0623	$	1.2372		December 19, 2006		December 14, 2006
Class O	$	—	$	0.0623	$	1.2372		December 19, 2006		December 14, 2006
Class A	$	0.0872	$	—	$	—		January 3, 2007		December 28, 2006
Class B	$	0.0520	$	—	$	—		January 3, 2007		December 28, 2006
Class C	$	0.0517	$	—	$	—		January 3, 2007		December 28, 2006
Class I	$	0.0993	$	—	$	—		January 3, 2007		December 28, 2006
Class Q	$	0.1009	$	—	$	—		January 3, 2007		December 28, 2006
Class O	$	0.0904	$	—	$	—		January 3, 2007		December 28, 2006
Fundamental Research
Class A	$	0.1437	$	0.1500	$	0.0051		December 19, 2006		December 14, 2006
Class B	$	0.1197	$	0.1500	$	0.0051		December 19, 2006		December 14, 2006
Class C	$	0.1162	$	0.1500	$	0.0051		December 19, 2006		December 14, 2006
Class I	$	0.1810	$	0.1500	$	0.0051		December 19, 2006		December 14, 2006

109

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

	PER SHARE AMOUNTS
	Net Investment		Short-Term		Long-Term		Payable		Record
	Income		Capital Gains		Capital Gains		Date		Date
MidCap Opportunities
Class A	$	—	$	—	$	0.0936		December 19, 2006		December 14, 2006
Class B	$	—	$	—	$	0.0936		December 19, 2006		December 14, 2006
Class C	$	—	$	—	$	0.0936		December 19, 2006		December 14, 2006
Class I	$	—	$	—	$	0.0936		December 19, 2006		December 14, 2006
Class Q	$	—	$	—	$	0.0936		December 19, 2006		December 14, 2006
Opportunistic LargeCap
Class A	$	0.0689	$	—	$	—		December 19, 2006		December 14, 2006
Class B	$	0.0514	$	—	$	—		December 19, 2006		December 14, 2006
Class C	$	0.0918	$	—	$	—		December 19, 2006		December 14, 2006
Class I	$	0.0120	$	—	$	—		December 19, 2006		December 14, 2006
Financial Services
Class A	$	0.2576	$	0.2284	$	2.1206		December 19, 2006		December 14, 2006
Class B	$	—	$	0.2284	$	2.1206		December 19, 2006		December 14, 2006
Class C	$	0.1564	$	0.2284	$	2.1206		December 19, 2006		December 14, 2006
Class O	$	0.2805	$	0.2284	$	2.1206		December 19, 2006		December 14, 2006
LargeCap Value
Class A	$	0.0615	$	0.1427	$	0.4057		December 19, 2006		December 14, 2006
Class B	$	—	$	0.1427	$	0.4057		December 19, 2006		December 14, 2006
Class C	$	—	$	0.1427	$	0.4057		December 19, 2006		December 14, 2006
Class I	$	0.0813	$	0.1427	$	0.4057		December 19, 2006		December 14, 2006
MagnaCap
Class A	$	0.0986	$	—	$	—		December 19, 2006		December 14, 2006
Class B	$	0.0546	$	—	$	—		December 19, 2006		December 14, 2006
Class C	$	0.0540	$	—	$	—		December 19, 2006		December 14, 2006
Class I	$	0.1135	$	—	$	—		December 19, 2006		December 14, 2006
Class M	$	0.0691	$	—	$	—		December 19, 2006		December 14, 2006
MidCap Value
Class A	$	—	$	0.1800	$	0.7330		December 19, 2006		December 14, 2006
Class B	$	—	$	0.1800	$	0.7330		December 19, 2006		December 14, 2006
Class C	$	—	$	0.1800	$	0.7330		December 19, 2006		December 14, 2006
Class I	$	—	$	0.1800	$	0.7330		December 19, 2006		December 14, 2006
Class Q	$	—	$	0.1800	$	0.7330		December 19, 2006		December 14, 2006
MidCap Value Choice
Class A	$	0.0663	$	0.2346	$	0.0835		December 19, 2006		December 14, 2006
Class B	$	—	$	0.2346	$	0.0835		December 19, 2006		December 14, 2006
Class C	$	—	$	0.2346	$	0.0835		December 19, 2006		December 14, 2006
Class I	$	—	$	0.2346	$	0.0835		December 19, 2006		December 14, 2006
SmallCap Value Choice
Class A	$	0.0182	$	0.2219	$	0.0742		December 19, 2006		December 14, 2006
Class B	$	—	$	0.2219	$	0.0742		December 19, 2006		December 14, 2006
Class C	$	—	$	0.2219	$	0.0742		December 19, 2006		December 14, 2006
Class I	$	0.0324	$	0.2219	$	0.0742		December 19, 2006		December 14, 2006

On November 9, 2006, the Board of IET approved a proposal to reorganize each “Disappearing Fund” into the following “Surviving Fund” (each a “Reorganization,” and collectively, the “Reorganizations”):

Disappearing Fund	Surviving Fund
ING MidCap Value Fund	ING Value Choice Fund
ING SmallCap Value Fund

The proposed Reorganizations are subject to the approval by shareholders of each Disappearing Fund. If shareholder approval is obtained, it is expected that each Reorganization will take place during the first quarter of 2007. Shareholders will be notified if a Reorganization is not approved.

NOTE 17 — OTHER ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes.” This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as “more-likely-than-not” to be sustained upon challenge by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is as of the first fiscal year beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. At adoption, companies must adjust their financial statements to reflect only those tax positions

110

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 17 — OTHER ACCOUNTING PRONOUNCEMENTS (continued)

that are more likely than-not to be sustained as of the adoption date. Management of the Funds has assessed the impact of adopting FIN 48 and currently does not believe there will be a material impact to the Funds.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standard No. 157 (“SFAS No. 157”), Fair Value Measurements. The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of November 30 2006, the Funds are assessing the impact, if any, that will result from adopting SFAS No. 157.

NOTE 18 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS

ING Investments reported to the Boards of Directors/ Trustees (the “Boards”) of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.

In addition to responding to regulatory and governmental requests, ING Investments reported that management of U.S. affiliates of ING Groep, including ING Investments (collectively, “ING”), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. ING’s internal review related to mutual fund trading is now substantially completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING’s variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.

ING Investments has advised the Boards that most of the identified arrangements were initiated prior to ING’s acquisition of the businesses in question in the U.S. ING Investments further reported that the companies in question did not receive special benefits in return for any of these arrangements, which have all been terminated.

Based on the internal review, ING Investments has advised the Boards that the identified arrangements do not represent a systemic problem in any of the companies that were involved.

In September 2005, ING Funds Distributor, LLC (“IFD”), the distributor of certain ING Funds, settled an administrative proceeding with the NASD regarding three arrangements, dating from 1995, 1996 and 1998, under which the administrator to the then-Pilgrim Funds, which subsequently became part of the ING Funds, entered into formal and informal arrangements that permitted frequent trading. Under the terms of the Letter of Acceptance, Waiver and Consent (“AWC”) with the NASD, under which IFD neither admitted nor denied the allegations or findings, IFD consented to the following sanctions: (i) a censure; (ii) a fine of $1.5 million; (iii) restitution of approximately $1.44 million to certain ING Funds

111

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 18 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)

for losses attributable to excessive trading described in the AWC; and (iv) agreement to make certification to NASD regarding the review and establishment of certain procedures.

In addition to the arrangements discussed above, ING Investments reported to the Boards that, at this time, these instances include the following, in addition to the arrangements subject to the AWC discussed above:

•  Aeltus Investment Management, Inc. (a predecessor entity to ING Investment Management Co.) identified two investment professionals who engaged in extensive frequent trading in certain ING Funds. One was subsequently terminated for cause and incurred substantial financial penalties in connection with this conduct and the second has been disciplined.

•  ReliaStar Life Insurance Company (“ReliaStar”) entered into agreements seven years ago permitting the owner of policies issued by the insurer to engage in frequent trading and to submit orders until 4pm Central Time. In 2001 ReliaStar also entered into a selling agreement with a broker-dealer that engaged in frequent trading. Employees of ING affiliates were terminated and/or disciplined in connection with these matters.

•  In 1998, Golden American Life Insurance Company entered into arrangements permitting a broker-dealer to frequently trade up to certain specific limits in a fund available in an ING variable annuity product. No employee responsible for this arrangement remains at the company.

For additional information regarding these matters and the AWC, you may consult the Form 8-K and Form 8-K/ A for each of four life insurance companies, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company of New York, each filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/ A can be accessed through the SEC’s Web site at http://www.sec.gov. Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Boards are the only instances of such trading respecting the ING Funds.

ING Investments reported to the Boards that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, ING Investments advised the Boards that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that ING’s acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, Investments reported that given ING’s refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.

•  ING has agreed with the ING Funds to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the Securities and Exchange Commission. ING Investments reported to the Boards that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.

•  ING updated its Code of Conduct for employees reinforcing its employees’ obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements.

•  The ING Funds, upon a recommendation from ING, updated their respective Codes of Ethics applicable to investment professionals with ING entities and certain other fund personnel, requiring such personnel to pre-clear any purchases or sales of ING Funds that are not systematic in nature (i.e., dividend reinvestment), and imposing minimum holding periods for shares of ING Funds.

•  ING instituted excessive trading policies for all customers in its variable insurance and retirement products and for shareholders of the ING Funds sold to the public through financial intermediaries. ING does not make exceptions to these policies.

•  ING reorganized and expanded its U.S. Compliance Department, and created an Enterprise Compliance

112

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

NOTE 18 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)

team to enhance controls and consistency in regulatory compliance.

Other Regulatory Matters

The New York Attorney General (the “NYAG”) and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request. In connection with one such investigation, affiliates of ING Investments were named in a petition for relief and cease and desist order filed by the New Hampshire Bureau of Securities Regulation (the “NH Bureau”) concerning their administration of the New Hampshire state employees deferred compensation plan.

On October 10, 2006, an affiliate of ING Investments entered into an assurance of discontinuance with the NYAG (the “NYAG Agreement”) regarding the endorsement of its products by the New York State United Teachers Union Member Benefits Trust (“NYSUT”) and the sale of their products to NYSUT members. Under the terms of the NYAG Agreement, the affiliate of ING Investments, without admitting or denying the NYAG’s findings, will distribute $30 million to NYSUT members, and/or former NYSUT members, who participated in the NYSUT-endorsed products at any point between January 1, 2001 and June 30, 2006. The affiliate also agreed with the NYAG’s office to develop a one-page disclosure that will further improve transparency and disclosure regarding retirement product fees (the “One-Page Disclosure”). Pursuant to the terms of the NYAG Agreement, the affiliate has agreed for a five year period to provide its retirement product customers with the One-Page Disclosure.

In addition, on the same date, these affiliates of ING Investments entered into a consent agreement with the NH Bureau (the “NH Agreement”) to resolve this petition for relief and cease and desist order. Under the terms of the NH Agreement, these affiliates of ING Investments, without admitting or denying the NH Bureau’s claims, have agreed to pay $3 million to resolve the matter, and for a five year period to provide their retirement product customers with the One-Page Disclosure described above. Other federal and state regulators could initiate similar actions in this or other areas of ING’s businesses.

In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate.

At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.

There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.

NOTE 19 — PROXY VOTING INFORMATION

A description of the policies and procedures that the Funds use to determine how to vote proxies related to portfolio securities is available (1) without charge, upon request, by calling Shareholder Services toll-free at 1-800-992-0180; (2) on the Funds’ website at www.ingfunds.com and (3) on the SEC’s website at www.sec.gov. Information regarding how the Funds voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Funds’ website at www.ingfunds.com and on the SEC’s website at www.sec.gov.

NOTE 20 — QUARTERLY PORTFOLIO HOLDINGS

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. The Funds’ Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and is available upon request from the Funds by calling Shareholder Services toll-free at 1-800-992-0180.

113

PORTFOLIO OF INVESTMENTS

ING REAL ESTATE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares			Value
REAL ESTATE INVESTMENT TRUSTS: 98.8%
		Apartments: 21.2%
	315,900	Archstone-Smith Trust	$	18,947,682
	114,700	AvalonBay Communities, Inc.		15,264,276
	136,600	BRE Properties, Inc.		8,829,824
	126,800	Camden Property Trust		10,109,764
	309,700	Equity Residential		16,494,622
	29,500	GMH Communities Trust		366,095
	63,200	Home Properties, Inc.		3,906,392
	57,700	Post Properties, Inc.		2,760,368
	240,500	United Dominion Realty Trust, Inc.		8,075,990
				84,755,013
		Diversified: 7.8%
	158,400	Crescent Real Estate EQT Co.		3,402,432
	116,500	Liberty Property Trust		5,965,965
	142,300	Vornado Realty Trust		17,945,453
	86,100	Washington Real Estate Investment Trust		3,691,107
				31,004,957
		Health Care: 6.1%
	205,100	Health Care Property Investors, Inc.		7,438,977
	197,100	Nationwide Health Properties, Inc.		5,832,189
	228,800	Omega Healthcare Investors, Inc.		4,054,336
	179,600	Ventas, Inc.		6,995,420
				24,320,922
		Hotels: 7.0%
	644,338	Host Hotels & Resorts, Inc.		16,250,204
	88,700	LaSalle Hotel Properties		3,911,670
	179,000	Strategic Hotel Capital, Inc.		3,893,250
	135,800	Sunstone Hotel Investors, Inc.		3,786,104
				27,841,228
		Office Property: 21.8%
	163,300	BioMed Realty Trust, Inc.		4,931,660
	176,600	Boston Properties, Inc.		20,671,030
	117,450	Corporate Office Properties Trust SBI MD		5,838,440
	139,200	Douglas Emmett, Inc.		3,660,960
	414,500	Equity Office Properties Trust		19,978,900
	200,100	Highwoods Properties, Inc.		8,164,080
	49,700	Kilroy Realty Corp.		4,065,460
	176,000	Maguire Properties, Inc.		7,541,600
	92,600	SL Green Realty Corp.		12,523,224
				87,375,354
		Regional Malls: 12.5%
	113,000	General Growth Properties, Inc.		6,208,220
	140,100	Macerich Co.		11,974,347
	253,000	Simon Property Group, Inc.		25,800,940
	121,100	Taubman Centers, Inc.		5,989,606
				49,973,113
		Shopping Centers: 10.4%
	147,950	Acadia Realty Trust		3,843,741
	154,600	Developers Diversified Realty Corp.		10,014,988
	140,300	Federal Realty Investment Trust		11,950,754
	165,623	Kimco Realty Corp.		7,681,595
	103,900	Regency Centers Corp.		8,206,022
				41,697,100
		Storage: 4.6%
	117,300	Extra Space Storage, Inc.		2,160,666
	167,302	Public Storage, Inc.		16,107,837
				18,268,503
		Warehouse/ Industrial: 7.4%
	160,400	AMB Property Corp.		9,827,708
	302,700	Prologis		19,726,958
				29,554,666
		Total Real Estate Investment Trusts (Cost $248,404,632)		394,790,856

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 1.0%
		U.S. Government Agency Obligations: 1.0%
	$4,051,000	Federal Home Loan Bank, 4.980%, due 12/01/06	$	4,050,440
		Total Short-Term Investments (Cost $4,050,440)		4,050,440

Total Investments in Securities (Cost $252,455,072)*	99.8	%	$	398,841,296
Other Assets and Liabilities-Net	0.2			998,337
Net Assets	100.0	%	$	399,839,633

* Cost for federal income tax purposes is $250,388,539.
Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	148,508,255
Gross Unrealized Depreciation		(55,498	)
Net Unrealized Appreciation	$	148,452,757

See Accompanying Notes to Financial Statements

114

PORTFOLIO OF INVESTMENTS

ING DISCIPLINED LARGECAP FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 99.3%
			Advertising: 0.5%
	1,900		Omnicom Group	$	194,104
					194,104
			Aerospace/Defense: 4.0%
	2,350		Boeing Co.		208,046
	4,100		General Dynamics Corp.		306,844
	3,300		Lockheed Martin Corp.		298,485
	3,900		Northrop Grumman Corp.		261,027
	5,081		Raytheon Co.		259,334
	2,940		United Technologies Corp.		189,718
					1,523,454
			Agriculture: 1.3%
	5,960		Altria Group, Inc.		501,892
					501,892
			Apparel: 0.6%
	4,350	@	Coach, Inc.		187,964
	1,700		Jones Apparel Group, Inc.		57,120
					245,084
			Auto Manufacturers: 0.5%
	21,800	L	Ford Motor Co.		177,234
	900	@,L	Navistar International Corp.		28,791
					206,025
			Banks: 6.3%
	19,530		Bank of America Corp.		1,051,691
	2,200		Comerica, Inc.		128,150
	6,350	L	National City Corp.		229,235
	5,900		Regions Financial Corp.		216,235
	5,250		US Bancorp.		176,610
	5,240		Wachovia Corp.		283,956
	9,200		Wells Fargo & Co.		324,208
					2,410,085
			Beverages: 2.5%
	6,700		Anheuser-Busch Cos., Inc.		318,317
	5,680		Coca-Cola Co.		265,994
	2,100		Pepsi Bottling Group, Inc.		65,772
	4,790		PepsiCo, Inc.		296,836
					946,919
			Biotechnology: 0.6%
	3,290	@	Amgen, Inc.		233,590
					233,590
			Chemicals: 1.5%
	2,700		Dow Chemical Co.		108,027
	2,850		EI DuPont de Nemours & Co.		133,751
	1,600		Monsanto Co.		76,912
	2,550		PPG Industries, Inc.		163,965
	1,400		Sherwin-Williams Co.		87,570
					570,225
			Commercial Services: 1.4%
	2,000	@,L	Apollo Group, Inc.		77,580
	2,100	@	Convergys Corp.		50,652
	4,090		McKesson Corp.		202,046
	2,900		Moody’s Corp.		201,492
					531,770
			Computers: 4.3%
	14,300	@	Dell, Inc.		389,532
	13,607		Hewlett-Packard Co.		536,932
	6,990		International Business Machines Corp.		642,521
	1,300	@,L	Lexmark International, Inc.		89,674
	12,700	@,X	Seagate Technology, Inc.		—
					1,658,659
			Cosmetics/Personal Care: 1.7%
	1,900		Estee Lauder Cos., Inc.		78,451
	9,090		Procter & Gamble Co.		570,761
					649,212
			Diversified Financial Services: 9.3%
	3,290		American Express Co.		193,189
	2,900		CIT Group, Inc.		150,829
	21,250		Citigroup, Inc.		1,053,788
	2,650		Fannie Mae		151,130
	2,560		Goldman Sachs Group, Inc.		498,688
	16,680		JPMorgan Chase & Co.		771,950
	2,540		Merrill Lynch & Co., Inc.		222,072
	6,450		Morgan Stanley		491,232
					3,532,878
			Electric: 2.7%
	14,100	@	AES Corp.		329,517
	544	@	Dynegy, Inc.		—
	3,300		Exelon Corp.		200,409
	7,700		PG&E Corp.		353,661
	2,300		TXU Corp.		131,997
					1,015,584
			Electronics: 0.2%
	1,600	@	Waters Corp.		80,064
					80,064
			Environmental Control: 0.6%
	6,400		Waste Management, Inc.		234,304
					234,304
			Food: 0.9%
	3,450	L	Campbell Soup Co.		131,342
	4,004		General Mills, Inc.		224,024
					355,366
			Forest Products & Paper: 0.2%
	1,800		Temple-Inland, Inc.		70,380
					70,380
			Hand/Machine Tools: 0.1%
	900		Snap-On, Inc.		42,750
					42,750
			Healthcare — Products: 1.8%
	8,040		Johnson & Johnson		529,916
	3,200		Medtronic, Inc.		166,816
					696,732
			Healthcare — Services: 3.8%
	6,130		Aetna, Inc.		253,230
	2,310	@	Coventry Health Care, Inc.		111,180
	2,460	@	Humana, Inc.		133,086
	1,900	@,L	Laboratory Corp. of America Holdings		134,520
	8,980		UnitedHealth Group, Inc.		440,738
	4,790	@	WellPoint, Inc.		362,459
					1,435,213
			Home Furnishings: 0.2%
	800		Harman International Industries, Inc.		83,072
					83,072
			Insurance: 8.6%
	5,100		Allstate Corp.		323,748
	1,600		AMBAC Financial Group, Inc.		137,024

See Accompanying Notes to Financial Statements

115

PORTFOLIO OF INVESTMENTS

ING DISCIPLINED LARGECAP FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Insurance: (continued)
	7,100		American International Group, Inc.	$	499,272
	4,570		Chubb Corp.		236,543
	1,500		Cigna Corp.		189,075
	6,100		Genworth Financial, Inc.		200,080
	3,083		Hartford Financial Services Group, Inc.		264,398
	5,600		Loews Corp.		223,552
	6,050		Metlife, Inc.		355,317
	3,500		Principal Financial Group		202,125
	9,200		Progressive Corp.		207,460
	3,931		Prudential Financial, Inc.		320,298
	1,700	L	Safeco Corp.		102,969
					3,261,861
			Internet: 0.9%
	500	@	Google, Inc.		242,460
	3,100	@	VeriSign, Inc.		80,941
					323,401
			Iron/Steel: 1.0%
	3,770	L	Nucor Corp.		225,635
	1,900		United States Steel Corp.		142,101
					367,736
			Leisure Time: 0.1%
	2,000		Sabre Holdings Corp.		54,860
					54,860
			Machinery — Construction & Mining: 0.3%
	2,000		Caterpillar, Inc.		124,060
					124,060
			Machinery — Diversified: 0.3%
	800		Cummins, Inc.		95,936
					95,936
			Media: 3.1%
	7,500		CBS Corp.		223,125
	5,300	@,L	Comcast Corp.		214,438
	3,490		McGraw-Hill Cos., Inc.		232,609
	5,980		News Corp., Inc.		123,188
	12,050		Walt Disney Co.		398,253
					1,191,613
			Mining: 0.3%
	780	L	Phelps Dodge Corp.		95,940
					95,940
			Miscellaneous Manufacturing: 4.9%
	2,160		3M Co.		175,954
	3,600	L	Eastman Kodak Co.		93,672
	2,200		Eaton Corp.		169,576
	31,010		General Electric Co.		1,094,033
	1,800		Parker Hannifin Corp.		150,264
	6,000	@@	Tyco International Ltd.		181,740
					1,865,239
			Office/Business Equipment: 0.5%
	11,000	@	Xerox Corp.		181,500
					181,500
			Oil & Gas: 9.8%
	4,400		Anadarko Petroleum Corp.		217,184
	9,548		Chevron Corp.		690,511
	4,036		ConocoPhillips		271,623
	22,770	S	ExxonMobil Corp.		1,748,964
	2,800		Marathon Oil Corp.		264,264
	6,000		Occidental Petroleum Corp.		302,040
	4,770		Valero Energy Corp.		262,684
					3,757,270
			Oil & Gas Services: 1.2%
	8,000		Halliburton Co.		269,920
	2,850		Schlumberger Ltd.		195,168
					465,088
			Packaging & Containers: 0.0%
	400	@	Pactiv Corp.		13,780
					13,780
			Pharmaceuticals: 5.2%
	4,190		Abbott Laboratories		195,505
	3,050		AmerisourceBergen Corp.		140,270
	4,100	@	Forest Laboratories, Inc.		199,670
	3,690	@,L	King Pharmaceuticals, Inc.		60,996
	12,700		Merck & Co., Inc.		565,277
	3,100		Mylan Laboratories		62,899
	20,660		Pfizer, Inc.		567,943
	4,050		Wyeth		195,534
					1,988,094
			Real Estate Investment Trusts: 0.1%
	1,130		Equity Office Properties Trust		54,466
					54,466
			Retail: 6.1%
	1,600	@	Big Lots, Inc.		35,696
	2,400		Family Dollar Stores, Inc.		66,936
	5,000		Federated Department Stores, Inc.		210,450
	6,700		Gap, Inc.		125,424
	5,200		Home Depot, Inc.		197,444
	3,100	@	Kohl’s Corp.		215,760
	3,920	L	Lowe’s Cos., Inc.		118,227
	8,090		McDonald’s Corp.		339,537
	3,100		Nordstrom, Inc.		151,962
	3,550	@	Office Depot, Inc.		134,403
	1,000	L	OfficeMax, Inc.		47,070
	1,960	@,L	Starbucks Corp.		69,168
	2,340		Target Corp.		135,931
	5,700		TJX Cos., Inc.		156,294
	7,030		Wal-Mart Stores, Inc.		324,083
					2,328,385
			Semiconductors: 2.0%
	7,100	@,L	Advanced Micro Devices, Inc.		153,147
	4,500	@	Altera Corp.		89,505
	1,550	@	Freescale Semiconductor, Inc.		61,892
	11,700		Intel Corp.		249,795
	5,950	@	LSI Logic Corp.		63,427
	9,200	@,L	Micron Technology, Inc.		134,320
					752,086
			Software: 3.3%
	2,540	@	BMC Software, Inc.		82,702
	5,400	@	Compuware Corp.		45,306
	8,000		First Data Corp.		202,000
	24,560		Microsoft Corp.		720,345
	10,150	@	Oracle Corp.		193,155
					1,243,508
			Telecommunications: 6.4%
	11,680	L	AT&T, Inc.		396,069
	5,900	@,L	Avaya, Inc.		75,402
	5,400		BellSouth Corp.		240,786
	27,030	@	Cisco Systems, Inc.		726,566
	16,800		Motorola, Inc.		372,456
	4,190		Qualcomm, Inc.		153,312

See Accompanying Notes to Financial Statements

116

PORTFOLIO OF INVESTMENTS

ING DISCIPLINED LARGECAP FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares			Value
		Telecommunications (continued)
	9,000	Sprint Nextel Corp.	$	175,590
	8,700	Verizon Communications, Inc.		303,978
				2,444,159
		Toys/Games/Hobbies: 0.2%
	2,500	Hasbro, Inc.		66,871
				66,871
		Total Common Stock (Cost $33,545,638)		37,893,215
WARRANTS: 0.1%
		Aerospace/ Defense: 0.1%
	1,993	Raytheon Co.		32,885
				32,885
		Total Warrants (Cost $—)		32,885
		Total Long-Term Investments (Cost $33,545,638)		37,926,100

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 7.6%
		Repurchase Agreement: 0.7%
$	246,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $246,036 to be received upon repurchase (Collateralized by $244,000 Federal National Mortgage Association, 5.250%, Market Value plus accrued interest $251,245, due 06/15/08)	$	246,000
		Total Repurchase Agreement (Cost $246,000)		246,000
		Securities Lending CollateralCC: 6.9%
	2,647,498	The Bank of New York Institutional Cash Reserves Fund		2,647,498
		Total Securities Lending Collateral (Cost $2,647,498)		2,647,498
		Total Short-Term Investments (Cost $2,893,498)		2,893,498

Total Investments in Securities (Cost $36,439,136)*	107.0	%	$	40,819,598
Other Assets and Liabilities-Net	(7.0	)		(2,657,239	)
Net Assets	100.0	%	$	38,162,359

@	Non-income producing security
@@	Foreign Issuer
cc	Securities purchased with cash collateral for securities loaned.
S	Segregated securities for certain derivatives, when-issued or delayed-delivery securities and forward foreign currency exchange contracts.
L	Loaned Security, a portion or all of the security is on loan at November 30, 2006.
X	Fair value determined by ING Funds Valuation Committee appointed by the Funds’ Board of Directors/Trustees.
*	Cost for federal income tax purposes is $36,811,491. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	4,394,514
Gross Unrealized Depreciation		(386,407	)
Net Unrealized Appreciation	$	4,008,107

ING Disciplined Large Cap Fund Futures Contracts as of November 30, 2006

							Unrealized
	Number of		Notional		Expiration		Appreciation/
Contract Description	Contracts		Market Value		Date		(Depreciation)
Long Contracts
S&P 500 E-Mini		3		210,435		12/15/2006	$	1,965
							$	1,965

See Accompanying Notes to Financial Statements

117

PORTFOLIO OF INVESTMENTS

ING FUNDAMENTAL RESEARCH FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 94.5%
			Aerospace/ Defense: 1.0%
	900		United Technologies Corp.	$	58,077
					58,077
			Agriculture: 2.8%
	1,900		Altria Group, Inc.		159,999
					159,999
			Banks: 6.7%
	2,600		Bank of America Corp.		140,010
	1,600		Bank of New York Co., Inc.		56,864
	900		Capital One Financial Corp.		70,092
	2,500		US Bancorp.		84,100
	1,100		Wells Fargo & Co.		38,764
					389,830
			Beverages: 1.2%
	1,100		PepsiCo, Inc.		68,167
					68,167
			Biotechnology: 0.7%
	600	@	Genzyme Corp.		38,640
					38,640
			Chemicals: 1.0%
	800		Air Products & Chemicals, Inc.		55,312
					55,312
			Computers: 3.6%
	2,100		Hewlett-Packard Co.		82,866
	600		International Business Machines Corp.		55,152
	2,800	@@	Seagate Technology, Inc.		72,128
					210,146
			Cosmetics/ Personal Care: 2.2%
	2,005		Procter & Gamble Co.		125,894
					125,894
			Diversified Financial Services: 7.2%
	2,900	S	Citigroup, Inc.		143,811
	1,900		Countrywide Financial Corp.		75,468
	1,646	@	E*Trade Financial Corp.		39,619
	700	@	Investment Technology Group, Inc.		26,250
	1,200		JPMorgan Chase & Co.		55,536
	900		Merrill Lynch & Co., Inc.		78,687
					419,371
			Electric: 1.0%
	1,885	@	Mirant Corp.		57,342
					57,342
			Electrical Components & Equipment: 1.3%
	1,800	@	General Cable Corp.		76,500
					76,500
			Electronics: 1.9%
	6,100	@,@@	Flextronics International Ltd.		68,625
	800	@	Thomas & Betts Corp.		41,496
					110,121
			Engineering & Construction: 0.8%
	2,900	@@	ABB Ltd. ADR		47,212
					47,212
			Entertainment: 0.5%
	700		International Game Technology		30,646
					30,646
			Healthcare — Products: 3.1%
	1,500		Johnson & Johnson		98,865
	2,100	@	St. Jude Medical, Inc.		78,267
					177,132
			Healthcare — Services: 1.2%
	1,700		Aetna, Inc.		70,227
					70,227
			Household Products/ Wares: 1.0%
	900		Clorox Co.		57,600
					57,600
			Insurance: 5.8%
	2,100		American International Group, Inc.		147,672
	1,600		AON Corp.		57,088
	1,000		Metlife, Inc.		58,730
	1,400		St. Paul Travelers Cos., Inc.		72,534
					336,024
			Internet: 1.7%
	200	@	Google, Inc.		96,984
					96,984
			Investment Companies: 4.7%
	5,200	@	KKR Private Equity Investors LP		113,360
	720		SPDR Trust Series 1		101,182
	1,500		Utilities Select Sector SPDR Fund		55,110
					269,652
			Iron/ Steel: 1.2%
	800		Allegheny Technologies, Inc.		71,720
					71,720
			Media: 2.5%
	3,900		News Corp., Inc.		80,340
	1,900		Walt Disney Co.		62,795
					143,135
			Metal Fabricate/ Hardware: 1.0%
	800		Precision Castparts Corp.		60,368
					60,368
			Mining: 1.5%
	700		Freeport-McMoRan Copper & Gold, Inc.		44,009
	200	@@	Rio Tinto PLC ADR		42,918
					86,927
			Miscellaneous Manufacturing: 5.9%
	900		Cooper Industries Ltd.		82,296
	1,200		Dover Corp.		60,360
	3,850		General Electric Co.		135,828
	1,200		Roper Industries, Inc.		61,572
					340,056
			Oil & Gas: 5.8%
	600		Chevron Corp.		43,392
	2,400		ExxonMobil Corp.		184,344
	800	@	Newfield Exploration Co.		39,816
	900		Rowan Cos., Inc.		32,418
	900	@	Southwestern Energy Co.		37,917
					337,887
			Oil & Gas Services: 1.8%
	900		Schlumberger Ltd.		61,632
	1,000	@	Weatherford International Ltd.		44,910
					106,542

See Accompanying Notes to Financial Statements

118

PORTFOLIO OF INVESTMENTS

ING FUNDAMENTAL RESEARCH FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Pharmaceuticals: 4.8%
	1,200		Abbott Laboratories	$	55,992
	1,400	@	Medco Health Solutions, Inc.		70,294
	3,500		Pfizer, Inc.		96,215
	1,100		Wyeth		53,108
					275,609
			Retail: 4.7%
	2,400		CVS Corp.		69,048
	1,100		Home Depot, Inc.		41,767
	3,400		Staples, Inc.		86,598
	1,500	@	Urban Outfitters, Inc.		33,420
	900		Wal-Mart Stores, Inc.		41,490
					272,323
			Semiconductors: 5.2%
	5,800		Intel Corp.		123,830
	900		Maxim Integrated Products		28,332
	1,900	@	QLogic Corp.		42,275
	9,819	@@	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		105,554
					299,991
			Software: 3.9%
	1,000	@@	Infosys Technologies Ltd. ADR		53,530
	5,800		Microsoft Corp.		170,114
					223,644
			Telecommunications: 6.8%
	10,900	@	3Com Corp.		45,671
	4,300		AT&T, Inc.		145,813
	5,600		Motorola, Inc.		124,152
	2,100		Qualcomm, Inc.		76,839
					392,475
			Total Common Stock (Cost $5,025,841)		5,465,553

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 3.5%
		Repurchase Agreement: 3.5%
$	203,000	Morgan Stanley Repurchase Agreement dated 11/30/06, 5.290%, due 12/01/06, $203,030 to be received upon repurchase (Collateralized by $220,000 Federal Home Loan Mortgage Corporation, Discount Note, Market Value $211,222, due 09/18/07)	$	203,000
		Total Short-Term Investments (Cost $203,000)		203,000

Total Investments in Securities (Cost $5,228,841)*	98.0	%	$	5,668,553
Other Assets and Liabilities-Net	2.0			117,858
Net Assets	100.0	%	$	5,786,411

@	Non-income producing security
@@	Foreign Issuer
ADR	American Depositary Receipt
S	Segregated securities for certain derivatives, when-issued or delayed-delivery securities and forward foreign currency exchange contracts.
*	Cost for federal income tax purposes is $5,266,616. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	450,146
Gross Unrealized Depreciation		(48,209	)
Net Unrealized Appreciation	$	401,937

ING Fundamental Research Fund Futures Contracts as of November 30, 2006

							Unrealized
	Number of		Notional		Expiration		Appreciation/
Contract Description	Contracts		Market Value		Date		(Depreciation)
Long Contracts
S&P 500 E-Mini		2	$	140,290		12/15/2006	$	4,741
							$	4,741

See Accompanying Notes to Financial Statements

119

PORTFOLIO OF INVESTMENTS

ING LARGECAP GROWTH FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 99.9%
			Aerospace/ Defense: 6.0%
	108,280		Boeing Co.	$	9,586,028
	90,010		General Dynamics Corp.		6,736,348
					16,322,376
			Banks: 3.1%
	153,780	L	Commerce Bancorp., Inc.		5,345,393
	49,680		State Street Corp.		3,086,618
					8,432,011
			Beverages: 0.7%
	29,030		PepsiCo, Inc.		1,798,989
					1,798,989
			Biotechnology: 1.1%
	15,690	@	Amgen, Inc.		1,113,990
	39,330	@,L	Vertex Pharmaceuticals, Inc.		1,742,319
					2,856,309
			Chemicals: 1.2%
	37,850		Monsanto Co.		1,819,450
	9,780	@@	Potash Corp. of Saskatchewan		1,376,437
					3,195,887
			Commercial Services: 8.1%
	87,980	@@	Accenture Ltd.		2,964,926
	33,580	@	Alliance Data Systems Corp.		2,172,962
	19,010		Corporate Executive Board Co.		1,798,726
	77,910	L	Equifax, Inc.		2,959,801
	28,600		Manpower, Inc.		2,030,600
	87,670	@	Monster Worldwide, Inc.		3,826,796
	50,070		Moody’s Corp.		3,478,864
	116,610		Western Union Co.		2,658,708
					21,891,383
			Computers: 5.5%
	76,580		Hewlett-Packard Co.		3,021,847
	246,970	@,L	Network Appliance, Inc.		9,683,694
	50,590	@,L	Sandisk Corp.		2,246,196
					14,951,737
			Diversified Financial Services: 12.0%
	46,850	@@	Amvescap PLC ADR		1,013,366
	6,400		Chicago Mercantile Exchange Holdings, Inc.		3,427,840
	40,400	L	Countrywide Financial Corp.		1,604,688
	10,730	L	First Marblehead Corp.		803,033
	84,860		Franklin Resources, Inc.		9,057,956
	7,500		Goldman Sachs Group, Inc.		1,461,000
	139,140	@,L	Nasdaq Stock Market, Inc.		5,586,471
	156,940	@@,L	UBS AG		9,450,927
					32,405,281
			Electric: 1.8%
	84,070		TXU Corp.		4,824,777
					4,824,777
			Engineering & Construction: 2.4%
	74,560		Fluor Corp.		6,492,685
					6,492,685
			Entertainment: 0.6%
	38,150		International Game Technology		1,670,207
					1,670,207
			Food: 0.3%
	15,140	L	Whole Foods Market, Inc.		738,832
					738,832
			Healthcare — Products: 4.4%
	222,500		Medtronic, Inc.		11,598,925
	7,440	@	St. Jude Medical, Inc.		277,289
					11,876,214
			Healthcare — Services: 3.1%
	172,740		UnitedHealth Group, Inc.		8,478,079
					8,478,079
			Internet: 4.8%
	100,930	@,L	eBay, Inc.		3,265,086
	16,160	@	Google, Inc.		7,836,307
	87,940	@,L	Symantec Corp.		1,864,328
					12,965,721
			Leisure Time: 0.8%
	31,060	L	Harley-Davidson, Inc.		2,291,296
					2,291,296
			Lodging: 0.6%
	25,400		Starwood Hotels & Resorts Worldwide, Inc.		1,629,918
					1,629,918
			Machinery — Construction & Mining: 0.8%
	50,100		Joy Global, Inc.		2,199,390
					2,199,390
			Media: 2.8%
	35,770	@	CBS Corp.		1,341,733
	153,656		Walt Disney Co.		5,078,331
	77,280	@,L	XM Satellite Radio Holdings, Inc.		1,115,923
					7,535,987
			Mining: 3.3%
	148,400	@@,L	Cameco Corp.		5,642,168
	56,480	@@,L	Cia Vale do Rio Doce		1,567,885
	26,600		Freeport-McMoRan Copper & Gold, Inc.		1,672,342
					8,882,395
			Miscellaneous Manufacturing: 4.3%
	84,000	L	Danaher Corp.		6,142,080
	146,980		General Electric Co.		5,185,454
	5,380		Roper Industries, Inc.		276,048
					11,603,582
			Oil & Gas: 0.6%
	12,200	L	Murphy Oil Corp.		662,216
	16,580		Occidental Petroleum Corp.		834,637
					1,496,853
			Oil & Gas Services: 1.7%
	135,740		Halliburton Co.		4,579,868
					4,579,868
			Pharmaceuticals: 9.2%
	4,400		Abbott Laboratories		205,304
	95,440	@@,L	AstraZeneca PLC ADR		5,525,022
	26,290	@@	Eisai Co., Ltd.		1,398,993
	102,940	@,@@, L	Elan Corp. PLC ADR		1,489,542
	17,990	@	Gilead Sciences, Inc.		1,185,901
	143,390	@@	Sanofi-Aventis ADR		6,310,594
	331,050		Schering-Plough Corp.		7,286,411
	74,670	@@	Shionogi & Co., Ltd.		1,444,966
					24,846,733

See Accompanying Notes to Financial Statements

120

PORTFOLIO OF INVESTMENTS

ING LARGECAP GROWTH FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Retail: 0.9%
	51,900		Wal-Mart Stores, Inc.	$	2,392,590
					2,392,590
			Semiconductors: 1.8%
	66,700	@	Altera Corp.		1,326,663
	109,970	L	Linear Technology Corp.		3,534,436
					4,861,099
			Software: 8.1%
	190,590	@	Adobe Systems, Inc.		7,648,377
	170,150	@	Autodesk, Inc.		7,006,777
	46,680		Automatic Data Processing, Inc.		2,251,376
	254,260	@	Oracle Corp.		4,838,568
					21,745,098
			Telecommunications: 7.6%
	32,470	@@,L	America Movil SA de CV		1,443,941
	71,640	@,L	American Tower Corp.		2,713,007
	55,150	L	AT&T, Inc.		1,870,137
	341,490	@	Cisco Systems, Inc.		9,179,251
	242,960		Motorola, Inc.		5,386,423
					20,592,759
			Transportation: 2.3%
	78,330		United Parcel Service, Inc.		6,103,469
					6,103,469
			Total Common Stock (Cost $230,515,339)		269,661,525
SHORT-TERM INVESTMENTS: 19.3%
			U.S. Government Agency Obligations: 0.1%
$	248,000		Federal Home Loan Bank, 4.980%, due 12/01/06	$	247,966
			Total U.S. Government Agency Obligations (Cost $247,966)		247,966
			Securities Lending CollateralCC: 19.2%
	51,726,337		The Bank of New York Institutional Cash Reserves Fund		51,726,337
			Total Securities Lending Collateral (Cost $51,726,337)		51,726,337
			Total Short-Term Investments (Cost $51,974,303)		51,974,303

Total Investments in Securities (Cost $282,489,642)*	119.2	%	$	321,635,828
Other Assets and Liabilities-Net	(19.2	)		(51,763,069	)
Net Assets	100.0	%	$	269,872,759

@	Non-income producing security
@@	Foreign Issuer
ADR	American Depositary Receipt
cc	Securities purchased with cash collateral for securities loaned.
L	Loaned Security, a portion or all of the security is on loan at November 30, 2006.
*	Cost for federal income tax purposes is $284,105,594. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	40,331,001
Gross Unrealized Depreciation		(2,800,767	)
Net Unrealized Appreciation	$	37,530,234

See Accompanying Notes to Financial Statements

121

PORTFOLIO OF INVESTMENTS

ING MIDCAP OPPORTUNITIES FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 97.4%
			Advertising: 1.0%
	30,100		Omnicom Group	$	3,075,016
					3,075,016
			Aerospace/ Defense: 2.6%
	60,300		L-3 Communications Holdings, Inc.		4,959,675
	156,800	@,L	Orbital Sciences Corp.		2,841,216
					7,800,891
			Agriculture: 1.2%
	55,800		Loews Corp.		3,480,246
					3,480,246
			Apparel: 8.3%
	305,600	@,L	Coach, Inc.		13,204,976
	121,700	@,@@, L	Gildan Activewear, Inc.		6,711,755
	96,100		Phillips-Van Heusen		4,740,613
					24,657,344
			Biotechnology: 0.9%
	49,200	@,L	Celgene Corp.		2,741,916
					2,741,916
			Chemicals: 0.2%
	16,119	L	Ecolab, Inc.		714,878
					714,878
			Commercial Services: 4.6%
	66,800	@	Corrections Corp. of America		3,036,060
	115,600	@	Gartner, Inc.		2,228,768
	84,500		McKesson Corp.		4,174,300
	92,100		Watson Wyatt Worldwide, Inc.		4,273,440
					13,712,568
			Computers: 1.7%
	85,400	@,L	CACI International, Inc.		5,110,336
					5,110,336
			Diversified Financial Services: 3.9%
	163,500		Charles Schwab Corp.		2,998,590
	216,300	@	E*Trade Financial Corp.		5,206,341
	26,700	@,L	GFI Group, Inc.		1,510,152
	52,200	@	Investment Technology Group, Inc.		1,957,500
					11,672,583
			Electrical Components & Equipment: 2.7%
	151,800		Ametek, Inc.		4,950,198
	72,200	@	General Cable Corp.		3,068,500
					8,018,698
			Electronics: 2.5%
	159,500	@	Dolby Laboratories, Inc.		4,552,130
	56,200	@	Itron, Inc.		2,697,038
					7,249,168
			Engineering & Construction: 1.8%
	99,900	@	McDermott International, Inc.		5,202,792
					5,202,792
			Entertainment: 3.9%
	128,000	L	International Game Technology		5,603,840
	181,200		Regal Entertainment Group		3,770,772
	87,300		Warner Music Group Corp.		2,219,166
					11,593,778
			Food: 1.7%
	149,000		Supervalu, Inc.		5,104,740
					5,104,740
			Healthcare — Products: 4.1%
	89,913	@	Gen-Probe, Inc.		4,382,360
	116,000	@,L	Hologic, Inc.		5,803,480
	50,700	@	Respironics, Inc.		1,828,242
					12,014,082
			Healthcare — Services: 2.4%
	72,620	@	Coventry Health Care, Inc.		3,495,201
	49,300	@,L	Laboratory Corp. of America Holdings		3,490,440
					6,985,641
			Home Furnishings: 2.2%
	61,300		Harman International Industries, Inc.		6,365,392
					6,365,392
			Insurance: 2.6%
	35,300		AMBAC Financial Group, Inc.		3,023,092
	93,600	@,L	ProAssurance Corp.		4,795,128
					7,818,220
			Internet: 6.0%
	123,200	@,L	Akamai Technologies, Inc.		6,020,784
	89,600	@,L	Digital River, Inc.		5,278,336
	47,400	@,L	Nutri/ System, Inc.		3,272,970
	127,700	@	VeriSign, Inc.		3,334,247
					17,906,337
			Investment Companies: 1.3%
	36,329		iShares Russell Midcap Growth Index Fund		3,787,298
					3,787,298
			Iron/ Steel: 1.5%
	49,300	L	Allegheny Technologies, Inc.		4,419,745
					4,419,745
			Metal Fabricate/ Hardware: 1.3%
	50,100		Precision Castparts Corp.		3,780,546
					3,780,546
			Miscellaneous Manufacturing: 4.5%
	90,600		ITT Corp.		4,887,870
	162,600	L	Roper Industries, Inc.		8,343,006
					13,230,876
			Oil & Gas: 2.2%
	95,600	@	Newfield Exploration Co.		4,758,012
	41,300	@,L	Southwestern Energy Co.		1,739,969
					6,497,981
			Oil & Gas Services: 3.9%
	143,800	@,L	Cameron International Corp.		7,811,216
	58,300	@,L	National Oilwell Varco, Inc.		3,877,533
					11,688,749

See Accompanying Notes to Financial Statements

122

PORTFOLIO OF INVESTMENTS

ING MIDCAP OPPORTUNITIES FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Pharmaceuticals: 2.0%
	19,700		Allergan, Inc.	$	2,296,626
	74,200	@	Medco Health Solutions, Inc.		3,725,582
					6,022,208
			Retail: 7.5%
	95,900	@,L	Chipotle Mexican Grill, Inc.		5,557,405
	128,200	L	Circuit City Stores, Inc.		3,199,872
	142,000		Nordstrom, Inc.		6,960,840
	92,105	@	Office Depot, Inc.		3,487,095
	62,800	@,L	Pantry, Inc.		3,078,456
					22,283,668
			Semiconductors: 3.9%
	159,700	@,@@, L	ASML Holding NV		3,976,530
	139,400	@	Integrated Device Technology, Inc.		2,300,100
	141,800	@,L	Nvidia Corp.		5,245,182
					11,521,812
			Software: 10.3%
	151,900	@	Adobe Systems, Inc.		6,095,747
	85,600	@	Ansys, Inc.		4,018,920
	57,900	@	Commvault Systems, Inc.		1,155,684
	78,400	@	Dun & Bradstreet Corp.		6,446,048
	46,900	@	Electronic Arts, Inc.		2,619,365
	64,300	@	Fiserv, Inc.		3,286,373
	230,700	@,L	Informatica Corp.		2,779,935
	134,800	@	Intuit, Inc.		4,243,504
					30,645,576
			Telecommunications: 4.2%
	251,900	@,L	Arris Group, Inc.		3,005,167
	90,000	@,L	NII Holdings, Inc.		5,843,700
	121,600	@,L	Polycom, Inc.		3,506,944
					12,355,811
			Toys/ Games/ Hobbies: 0.5%
	70,300		Mattel, Inc.		1,543,084
					1,543,084
			Total Common Stock (Cost $252,479,730)		289,001,980

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 28.5%
		Repurchase Agreement: 3.8%
	$11,122,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $11,123,631 to be received upon repurchase (Collateralized by $11,487,000 various U.S. Government Agency Obligations, Discount Note-4.250%, Market Value plus accrued interest $11,345,295, due 05/30/07-09/14/07)	$	11,122,000
		Total Repurchase Agreement (Cost $11,122,000)		11,122,000
		Securities Lending CollateralCC: 24.7%
	73,372,935	The Bank of New York Institutional Cash Reserves Fund		73,372,935
		Total Securities Lending Collateral (Cost $73,372,935)		73,372,935
		Total Short-Term Investments (Cost $84,494,935)		84,494,935

Total Investments in Securities (Cost $336,974,665)*	125.9	%	$	373,496,915
Other Assets and Liabilities-Net	(25.9	)		(76,774,971	)
Net Assets	100.0	%	$	296,721,944

@	Non-income producing security
@@	Foreign Issuer
cc	Securities purchased with cash collateral for securities loaned.
L	Loaned Security, a portion or all of the security is on loan at November 30, 2006.
*	Cost for federal income tax purposes is the same as for financial statement purposes.
	Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	39,480,398
Gross Unrealized Depreciation		(2,958,148	)
Net Unrealized Appreciation	$	36,522,250

See Accompanying Notes to Financial Statements

123

PORTFOLIO OF INVESTMENTS

ING OPPORTUNISTIC LARGECAP FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 98.4%
			Aerospace/ Defense: 5.1%
	1,500		Lockheed Martin Corp.	$	135,675
	2,900		Raytheon Co.		148,016
					283,691
			Airlines: 2.1%
	2,879	@	Continental Airlines, Inc.		117,003
					117,003
			Apparel: 5.2%
	2,300	@	Guess ?, Inc.		142,968
	3,000		Phillips-Van Heusen		147,990
					290,958
			Banks: 0.5%
	700	@@	Banco Bradesco SA ADR		26,397
					26,397
			Commercial Services: 2.5%
	3,400	@@	Accenture Ltd.		114,580
	600		Equifax, Inc.		22,794
					137,374
			Computers: 4.2%
	2,400		Hewlett-Packard Co.		94,704
	1,500		International Business Machines Corp.		137,880
					232,584
			Diversified Financial Services: 1.2%
	3,700		Charles Schwab Corp.		67,858
					67,858
			Electronics: 1.1%
	1,600		Applera Corp. — Applied Biosystems Group		58,304
					58,304
			Food: 4.8%
	3,100		Campbell Soup Co.		118,017
	2,600		General Mills, Inc.		145,470
					263,487
			Healthcare — Services: 4.9%
	3,300		Aetna, Inc.		136,323
	2,100	@	WellCare Health Plans, Inc.		135,597
					271,920
			Insurance: 15.8%
	3,700	@@	Axis Capital Holdings Ltd.		126,651
	2,700		Chubb Corp.		139,752
	1,200		Hartford Financial Services Group, Inc.		102,912
	1,900		Metlife, Inc.		111,587
	2,000		Prudential Financial, Inc.		162,960
	1,800		Safeco Corp.		109,026
	3,450		WR Berkley Corp.		121,130
					874,018
			Iron/ Steel: 3.5%
	2,943		Chaparral Steel Co.		136,850
	1,000		Nucor Corp.		59,850
					196,700
			Machinery — Diversified: 1.7%
	800		Cummins, Inc.		95,936
					95,936
			Media: 2.5%
	2,100		McGraw-Hill Cos., Inc.		139,965
					139,965
			Oil & Gas: 5.0%
	1,600		Chevron Corp.		115,712
	2,100		ExxonMobil Corp.		161,301
					277,013
			Pharmaceuticals: 5.6%
	3,300		AmerisourceBergen Corp.		151,767
	1,200	@@	AstraZeneca PLC ADR		69,468
	3,400	@	King Pharmaceuticals, Inc.		56,202
	800		Merck & Co., Inc.		35,608
					313,045
			Retail: 20.4%
	2,700		American Eagle Outfitters		121,986
	2,500	@	AnnTaylor Stores Corp.		86,250
	1,400		Darden Restaurants, Inc.		56,210
	3,500	@	Dollar Tree Stores, Inc.		105,035
	2,800		Gap, Inc.		52,416
	1,800		JC Penney Co., Inc.		139,212
	2,000	@	Kohl’s Corp.		139,200
	3,300		McDonald’s Corp.		138,501
	2,300		Nordstrom, Inc.		112,746
	3,400	@	Office Depot, Inc.		128,724
	1,900		TJX Cos., Inc.		52,098
					1,132,378
			Semiconductors: 4.7%
	800	@,@@	ASML Holding NV		19,920
	7,800	@,@@	Infineon Technologies AG ADR		100,854
	12,900	@	LSI Logic Corp.		137,514
					258,288
			Software: 4.5%
	6,800	@	BEA Systems, Inc.		93,636
	4,700	@	BMC Software, Inc.		153,032
					246,668
			Telecommunications: 3.1%
	1,000	@@	China Mobile Ltd. ADR		42,200
	4,900	@	Cisco Systems, Inc.		131,711
					173,911

Total Investments in Securities (Cost $4,853,033)*	98.4	%	$	5,457,498
Other Assets and Liabilities-Net	1.6			88,109
Net Assets	100.0	%	$	5,545,607

@	Non-income producing security
@@	Foreign Issuer
ADR	American Depositary Receipt
*	Cost for federal income tax purposes is the same as for financial statement purposes.
	Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	641,109
Gross Unrealized Depreciation		(36,644	)
Net Unrealized Appreciation	$	604,465

124

PORTFOLIO OF INVESTMENTS

ING SMALLCAP OPPORTUNITIES FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 96.0%
			Advertising: 0.6%
	60,300	@,L	Gaiam, Inc.	$	824,904
					824,904
			Aerospace/ Defense: 2.0%
	21,900		DRS Technologies, Inc.		1,088,211
	20,000	@	Esterline Technologies Corp.		778,800
	30,800	@	Moog, Inc.		1,126,664
					2,993,675
			Apparel: 2.9%
	50,600	@	Carter’s, Inc.		1,394,536
	25,400	@,@@, L	Gildan Activewear, Inc.		1,400,810
	24,500		Phillips-Van Heusen		1,208,585
	10,525	@	Steven Madden Ltd.		387,004
					4,390,935
			Banks: 1.5%
	38,043		Boston Private Financial Holdings, Inc.		1,032,867
	9,700	@,L	SVB Financial Group		460,556
	21,300		Whitney Holding Corp.		686,499
					2,179,922
			Biotechnology: 2.9%
	24,500	@,L	Alexion Pharmaceuticals, Inc.		1,060,360
	77,400	@,L	Human Genome Sciences, Inc.		969,048
	39,800	@,L	ICos. Corp.		1,285,142
	23,100	@	Integra LifeSciences Holdings Corp.		956,571
					4,271,121
			Chemicals: 2.5%
	23,800		Albemarle Corp.		1,659,812
	8,000		MacDermid, Inc.		261,200
	72,700		UAP Holding Corp.		1,745,527
					3,666,539
			Commercial Services: 5.5%
	22,700	@,L	Advisory Board Co.		1,259,169
	30,500		Arbitron, Inc.		1,345,355
	59,628		Diamond Management & Technology Consultants, Inc.		664,852
	35,600	@,L	FTI Consulting, Inc.		956,928
	30,000	@	Geo Group, Inc.		1,126,800
	40,350	L	Healthcare Services Group		1,008,750
	19,900	@,L	Huron Consulting Group, Inc.		818,686
	13,832	@	Kendle International, Inc.		484,535
	31,200	@,L	Navigant Consulting, Inc.		594,360
					8,259,435
			Computers: 4.4%
	6,400	@	CACI International, Inc.		382,976
	43,800	@	Electronics for Imaging		1,073,100
	29,500	@,L	Komag, Inc.		1,164,660
	17,300	@,L	Kronos, Inc.		609,998
	35,065	@,L	Micros Systems, Inc.		1,785,510
	69,900	@,L	Palm, Inc.		979,299
	20,700	@,L	SRA International, Inc.		604,026
					6,599,569
			Cosmetics/ Personal Care: 0.3%
	25,600	@,L	Physicians Formula Holdings, Inc.		468,480
					468,480
			Distribution/ Wholesale: 2.0%
	64,000	@,L	Brightpoint, Inc.		883,840
	34,288	@	Nuco2, Inc.		856,171
	30,550	L	Pool Corp.		1,251,634
					2,991,645
			Diversified Financial Services: 2.6%
	29,544	@,L	CompuCredit Corp.		1,112,627
	10,900	@	GFI Group, Inc.		616,504
	14,600		International Securities Exchange, Inc.		776,428
	20,400	@	Investment Technology Group, Inc.		765,000
	11,600		Nuveen Investments, Inc.		575,592
					3,846,151
			Electronics: 3.5%
	10,000	@,L	Cymer, Inc.		472,500
	22,100	@,L	Itron, Inc.		1,060,579
	59,600		Keithley Instruments, Inc.		749,768
	27,818	@,L	Measurement Specialties, Inc.		672,639
	28,100	@	Thomas & Betts Corp.		1,457,547
	20,000	@	Varian, Inc.		881,600
					5,294,633
			Engineering & Construction: 0.8%
	18,900	@	EMCOR Group, Inc.		1,127,763
					1,127,763
			Entertainment: 0.5%
	29,600	@	Macrovision Corp.		818,440
					818,440
			Healthcare — Products: 3.9%
	34,900	@,L	Arthrocare Corp.		1,454,283
	35,400	@	DJO, Inc.		1,505,208
	14,400	@	Haemonetics Corp.		652,032
	12,600	@,L	Hologic, Inc.		630,378
	22,101	@,L	Kyphon, Inc.		746,351
	43,191	@,L	PSS World Medical, Inc.		904,420
					5,892,672
			Healthcare — Services: 4.4%
	25,200	@,L	Amedisys, Inc.		987,084
	14,400	@,L	Healthways, Inc.		661,968
	26,200	@,L	Magellan Health Services, Inc.		1,152,276
	32,700	@	Pediatrix Medical Group, Inc.		1,574,505
	49,500	@,L	Psychiatric Solutions, Inc.		1,801,305
	6,300	@,L	WellCare Health Plans, Inc.		406,791
					6,583,929
			Housewares: 1.1%
	36,900		Toro Co.		1,656,810
					1,656,810
			Insurance: 1.4%
	47,300	@@	Aspen Insurance Holdings Ltd.		1,274,735
	15,353	@	ProAssurance Corp.		786,534
					2,061,269
			Internet: 5.5%
	61,000	@,L	24/7 Real Media, Inc.		531,920
	39,000	@	aQuantive, Inc.		932,100
	7,609	@,L	Digital Insight Corp.		290,359
	7,300	@	F5 Networks, Inc.		546,113
	16,000	@,L	Nutri/ System, Inc.		1,104,800
	102,100	@,L	Sapient Corp.		557,466
	31,430	@,L	Trizetto Group		543,425
	84,800	@,L	Valueclick, Inc.		2,108,976

See Accompanying Notes to Financial Statements

125

PORTFOLIO OF INVESTMENTS

ING SMALLCAP OPPORTUNITIES FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Internet (continued)
	43,600	@,L	WebEx Communications, Inc.	$	1,565,240
					8,180,399
			Iron/ Steel: 1.0%
	2,600		Allegheny Technologies, Inc.		233,090
	27,200	L	Cleveland-Cliffs, Inc.		1,306,688
					1,539,778
			Leisure Time: 1.0%
	30,800	@,L	Life Time Fitness, Inc.		1,518,748
					1,518,748
			Lodging: 0.7%
	88,400	@	Red Lion Hotels Corp.		1,087,320
					1,087,320
			Machinery — Diversified: 2.1%
	5,000	@	Middleby Corp.		507,500
	24,000		Nordson Corp.		1,158,960
	44,400		Wabtec Corp.		1,458,540
					3,125,000
			Metal Fabricate/ Hardware: 0.5%
	11,400	@	NS Group, Inc.		754,110
					754,110
			Mining: 0.4%
	98,000	@,L	Coeur d’Alene Mines Corp.		534,100
					534,100
			Oil & Gas: 4.9%
	45,400	@,L	Carrizo Oil & Gas, Inc.		1,511,820
	68,500	@	EXCO Resources, Inc.		1,005,580
	82,900	@,L	McMoRan Exploration Co.		1,302,359
	71,400	@,L	Parallel Petroleum Corp.		1,410,150
	50,700	@	Petroquest Energy, Inc.		635,778
	34,800	@	Southwestern Energy Co.		1,466,124
					7,331,811
			Oil & Gas Services: 2.9%
	36,000	@,L	Dresser-Rand Group, Inc.		871,560
	20,500	@	FMC Technologies, Inc.		1,230,205
	18,700	@,L	Oil States International, Inc.		650,947
	47,800	@	Superior Energy Services		1,556,846
					4,309,558
			Packaging & Containers: 1.0%
	15,500		Greif, Inc.		1,536,825
					1,536,825
			Pharmaceuticals: 4.7%
	60,600	@,L	Alkermes, Inc.		919,908
	72,600	@	BioMarin Pharmaceuticals, Inc.		1,242,186
	54,200	@,L	Cubist Pharmaceuticals, Inc.		1,103,512
	54,300	@	HealthExtras, Inc.		1,160,934
	46,800	@,L	Sciele Pharma, Inc.		1,058,148
	20,000	@	Theravance, Inc.		625,800
	16,000	@,L	United Therapeutics Corp.		931,520
					7,042,008
			Real Estate Investment Trusts: 1.9%
	22,600	L	Digital Realty Trust, Inc.		823,544
	28,000	L	Nationwide Health Properties, Inc.		828,520
	63,700	L	Omega Healthcare Investors, Inc.		1,128,764
					2,780,828
			Retail: 5.8%
	56,100		Casey’s General Stores, Inc.		1,396,329
	19,391	L	Cash America International, Inc.		855,919
	7,500	@	Childrens Place Retail Stores, Inc.		483,900
	30,600	@,L	JOS A Bank Clothiers, Inc.		917,694
	63,100	@	Morton’s Restaurant Group, Inc.		1,028,530
	19,200		Ruby Tuesday, Inc.		518,208
	45,000	@,L	Sonic Corp.		1,056,600
	24,000	@,L	Tractor Supply Co.		1,142,400
	29,500	@	Tween Brands, Inc.		1,236,640
					8,636,220
			Savings & Loans: 1.6%
	24,161		Flagstar Bancorp., Inc.		363,623
	119,308		NewAlliance Bancshares, Inc.		1,950,686
					2,314,309
			Semiconductors: 7.9%
	36,000	@	Actel Corp.		671,760
	123,700	@	Axcelis Technologies, Inc.		790,443
	149,600	@,L	Entegris, Inc.		1,594,736
	64,900	@	Fairchild Semiconductor International, Inc.		1,059,168
	33,600	@,L	Formfactor, Inc.		1,255,296
	23,000	@	Integrated Device Technology, Inc.		379,500
	68,200	@	Micrel, Inc.		787,710
	55,900	@,L	Microsemi Corp.		1,154,335
	85,000	@	Semtech Corp.		1,115,200
	34,700	@,L	Tessera Technologies, Inc.		1,314,089
	15,000	@,L	Varian Semiconductor Equipment Associates, Inc.		595,950
	60,100	@,@@,	Verigy Ltd.		1,072,184
		L			11,790,371
			Software: 4.5%
	20,900	@	Activision, Inc.		356,345
	45,400	@	Ansys, Inc.		2,131,530
	27,400		Blackbaud, Inc.		706,646
	118,700	@,L	Informatica Corp.		1,430,335
	22,100	@	Progress Software Corp.		599,131
	44,000	@,L	THQ, Inc.		1,432,200
					6,656,187
			Storage/ Warehousing: 1.0%
	54,400	@,L	Mobile Mini, Inc.		1,493,824
					1,493,824
			Telecommunications: 3.4%
	37,900	L	Adtran, Inc.		825,841
	101,200	@	Arris Group, Inc.		1,207,316
	80,645	@,L	Powerwave Technologies, Inc.		516,934
	37,200	@	RCN Corp.		1,118,232
	50,600	@,L	SBA Communications Corp.		1,435,522
					5,103,845
			Transportation: 2.4%
	16,200	L	Forward Air Corp.		539,460
	52,500	@,L	HUB Group, Inc.		1,498,350
	52,500		Knight Transportation, Inc.		925,050
	18,800	@,L	PHI, Inc.		636,568
					3,599,428
			Total Common Stock (Cost $123,902,883)		143,262,561

See Accompanying Notes to Financial Statements

126

PORTFOLIO OF INVESTMENTS

ING SMALLCAP OPPORTUNITIES FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 32.0%
		Repurchase Agreement: 4.7%
$	7,059,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $7,060,035 to be received upon repurchase (Collateralized by $6,993,000 Federal National Mortgage Association, 5.250%, Market Value plus accrued interest $7,200,640, due 06/15/08)	$	7,059,000
		Total Repurchase Agreement (Cost $7,059,000)		7,059,000
		Securities Lending CollateralCC: 27.3%
	40,639,690	The Bank of New York Institutional Cash Reserves Fund		40,639,690
		Total Securities Lending Collateral (Cost $40,639,690)		40,639,690
		Total Short-Term Investments (Cost $47,698,690)		47,698,690

Total Investments in Securities (Cost $171,601,573)*	128.0	%	$	190,961,251
Other Assets and Liabilities-Net	(28.0	)		(41,729,507	)
Net Assets	100.0	%	$	149,231,744

@	Non-income producing security
@@	Foreign Issuer
cc	Securities purchased with cash collateral for securities loaned.
L	Loaned Security, a portion or all of the security is on loan at November 30, 2006.
*	Cost for federal income tax purposes is $171,668,498. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	22,453,367
Gross Unrealized Depreciation		(3,160,614	)
Net Unrealized Appreciation	$	19,292,753

See Accompanying Notes to Financial Statements

127

PORTFOLIO OF INVESTMENTS

ING FINANCIAL SERVICES FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 97.0%
			Banks: 28.5%
	118,900		Associated Banc-Corp.	$	3,952,236
	320,107		Bank of America Corp.		17,237,762
	267,939		Bank of New York Co., Inc.		9,522,552
	104,466		Capital One Financial Corp.		8,135,812
	45,700		PNC Financial Services Group, Inc.		3,230,533
	162,000		Prosperity Bancshares, Inc.		5,493,420
	347,319		US Bancorp		11,683,811
	188,387		Wachovia Corp.		10,208,692
	399,490		Wells Fargo & Co.		14,078,028
	52,586		Zions Bancorp		4,114,329
					87,657,175
			Commercial Services: 0.8%
	109,334		Western Union Co.		2,492,815
					2,492,815
			Diversified Financial Services: 33.3%
	97,791	@	Affiliated Managers Group, Inc.		9,985,439
	96,808		American Express Co.		5,684,566
	60,600		CIT Group, Inc.		3,151,806
	352,800		Citigroup, Inc.		17,495,352
	181,174		Countrywide Financial Corp.		7,196,231
	105,998	@	E*Trade Financial Corp.		2,551,372
	73,926		Fannie Mae		4,216,000
	50,480		Franklin Resources, Inc.		5,388,235
	78,417		Freddie Mac		5,266,486
	25,573		Goldman Sachs Group, Inc.		4,981,620
	314,198		JPMorgan Chase & Co.		14,541,083
	41,732		Lehman Brothers Holdings, Inc.		3,074,396
	108,554		Merrill Lynch & Co., Inc.		9,490,876
	60,965		Morgan Stanley		4,643,094
	271,400	@	TD Ameritrade Holding Corp.		4,765,784
					102,432,340
			Home Builders: 1.3%
	151,680		D.R. Horton, Inc.		4,040,755
					4,040,755
			Insurance: 29.3%
	108,045	@@	ACE Ltd.		6,141,278
	121,200		Aflac, Inc.		5,349,768
	207,571		American International Group, Inc.		14,596,393
	132,600		AON Corp.		4,731,168
	129,400	@@	Axis Capital Holdings Ltd.		4,429,362
	153,400	@@	Endurance Specialty Holdings Ltd.		5,757,102
	124,099		Genworth Financial, Inc.		4,070,447
	51,336		Hartford Financial Services Group, Inc.		4,402,575
	57,915		Lincoln National Corp.		3,682,815
	145,500		Metlife, Inc.		8,545,215
	74,650		PMI Group, Inc.		3,233,092
	66,700		Protective Life Corp.		3,149,574
	72,188		Prudential Financial, Inc.		5,881,878
	161,300	@@	Security Capital Assurance Ltd.		4,084,116
	159,305		St. Paul Travelers Cos., Inc.		8,253,592
	82,700		Stancorp Financial Group, Inc.		3,755,407
					90,063,782
			Internet: 1.3%
	93,100	@	Checkfree Corp.		3,892,511
					3,892,511
			Real Estate Investment Trusts: 1.6%
	68,600	@	Douglas Emmett, Inc.		1,804,180
	62,100		Liberty Property Trust		3,180,141
					4,984,321
			Software: 0.9%
	109,334		First Data Corp.		2,760,684
					2,760,684
			Total Common Stock (Cost $222,029,988)		298,324,383

Principal
Amount				Value
SHORT-TERM INVESTMENTS: 3.0%
			Money Market: 1.6%
$	5,000,000	**	ING Institutional Prime Money Market Fund	$	5,000,000
			Total Money Market (Cost $5,000,000)		5,000,000
			Repurchase Agreement: 1.4%
	4,288,000		Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $4,288,629 to be received upon repurchase (Collateralized by $4,248,000 Federal National Mortgage Association, 5.250%, Market Value plus accrued interest $4,374,134, due 06/15/08)		4,288,000
			Total Repurchase Agreement (Cost $4,288,000)		4,288,000
			Total Short-Term Investments (Cost $9,288,000)		9,288,000

Total Investments in Securities (Cost $231,317,988)*	100.0	%	$	307,612,383
Other Assets and Liabilities-Net	(0.0	)		(138,005	)
Net Assets	100.0	%	$	307,474,378

@	Non-income producing security
@@	Foreign Issuer
**	Investment in affiliated company
*	Cost for federal income tax purposes is $231,482,753. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	77,789,326
Gross Unrealized Depreciation		(1,659,696	)
Net Unrealized Appreciation	$	76,129,630

See Accompanying Notes to Financial Statements

128

PORTFOLIO OF INVESTMENTS

ING LARGECAP VALUE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 90.3%
			Agriculture: 1.5%
	19,530		Altria Group, Inc.	$	1,644,621
					1,644,621
			Auto Manufacturers: 7.1%
	525,230		Ford Motor Co.		4,270,120
	120,760		General Motors Corp.		3,529,815
					7,799,935
			Auto Parts & Equipment: 0.7%
	330,390	@	Delphi Corp.		816,063
					816,063
			Banks: 4.2%
	66,540		Fifth Third Bancorp.		2,623,672
	114,460	@@	Popular, Inc.		2,025,942
					4,649,614
			Commercial Services: 3.0%
	136,640		H&R Block, Inc.		3,279,360
					3,279,360
			Computers: 8.5%
	128,000	@	Dell, Inc.		3,486,720
	79,990		Electronic Data Systems Corp.		2,170,929
	27,720		International Business Machines Corp.		2,548,022
	160,620	@	Unisys Corp.		1,158,070
					9,363,741
			Diversified Financial Services: 1.8%
	40,830		Citigroup, Inc.		2,024,760
					2,024,760
			Food: 9.9%
	118,900		Kroger Co.		2,551,594
	86,860		Safeway, Inc.		2,676,157
	186,593		Sara Lee Corp.		3,093,712
	74,830		Supervalu, Inc.		2,563,676
					10,885,139
			Healthcare — Products: 2.9%
	202,241	@	Boston Scientific Corp.		3,199,453
					3,199,453
			Healthcare — Services: 1.5%
	225,570	@	Tenet Healthcare Corp.		1,599,291
					1,599,291
			Home Furnishings: 2.4%
	31,210		Whirlpool Corp.		2,662,213
					2,662,213
			Insurance: 5.0%
	77,440	@	Conseco, Inc.		1,540,282
	23,610		Loews Corp.		942,511
	67,210		Marsh & McLennan Cos., Inc.		2,111,738
	16,740		Nationwide Financial Services		870,480
					5,465,011
			Media: 5.1%
	58,640		Gannett Co., Inc.		3,490,253
	4,435	@	Idearc, Inc.		122,140
	64,130		Tribune Co.		2,039,334
					5,651,727
			Miscellaneous Manufacturing: 3.0%
	126,990		Eastman Kodak Co.		3,304,280
					3,304,280
			Office/ Business Equipment: 2.2%
	143,550	@	Xerox Corp.		2,368,575
					2,368,575
			Pharmaceuticals: 12.3%
	110,340		Bristol-Myers Squibb Co.		2,739,742
	55,960		Merck & Co., Inc.		2,490,780
	122,090		Pfizer, Inc.		3,356,254
	125,010		Schering-Plough Corp.		2,751,470
	45,410		Wyeth		2,192,395
					13,530,641
			Pipelines: 2.2%
	161,640		El Paso Corp.		2,359,944
					2,359,944
			Semiconductors: 5.8%
	165,900		Intel Corp.		3,541,965
	193,800	@	Micron Technology, Inc.		2,829,480
					6,371,445
			Software: 2.3%
	86,310		Microsoft Corp.		2,531,472
					2,531,472
			Telecommunications: 8.9%
	21,260		AT&T, Inc.		720,927
	36,930		BellSouth Corp.		1,646,709
	1,697,230	@	Lucent Technologies, Inc.		4,327,937
	88,710		Verizon Communications, Inc.		3,099,526
					9,795,099
			Total Common Stock (Cost $92,332,057)		99,302,384

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 9.0%
		U.S. Government Agency Obligations: 9.0%
$	9,828,000	Federal Home Loan Bank, 4.980%, due 12/01/06	$	9,826,640
		Total Short-Term Investments (Cost $9,826,640)		9,826,640

Total Investments in Securities (Cost $102,158,697)*	99.3	%	$	109,129,024
Other Assets and Liabilities-Net	0.7			812,979
Net Assets	100.0	%	$	109,942,003

@	Non-income producing security
@@	Foreign Issuer
*	Cost for federal income tax purposes is the same as for financial statement purposes. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	9,432,048
Gross Unrealized Depreciation		(2,461,721	)
Net Unrealized Appreciation	$	6,970,327

129

PORTFOLIO OF INVESTMENTS

ING MAGNACAP FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 96.6%
			Aerospace/ Defense: 1.7%
	21,200		Boeing Co.	$	1,876,836
	69,000		United Technologies Corp.		4,452,570
					6,329,406
			Agriculture: 4.9%
	166,700		Altria Group, Inc.		14,037,807
	64,400		Loews Corp.		4,016,628
					18,054,435
			Banks: 9.3%
	268,300		Bank of America Corp.		14,447,955
	184,300		Bank of New York Co., Inc.		6,550,022
	46,766	L	Capital One Financial Corp.		3,642,136
	270,400		Wells Fargo & Co.		9,528,896
					34,169,009
			Beverages: 1.9%
	78,000		Coca-Cola Co.		3,652,740
	45,100		Molson Coors Brewing Co.		3,205,708
					6,858,448
			Building Materials: 1.0%
	236,900	@,L	Goodman Global, Inc.		3,792,769
					3,792,769
			Chemicals: 2.1%
	56,800		Air Products & Chemicals, Inc.		3,927,152
	55,300		Ashland, Inc.		3,738,833
					7,665,985
			Coal: 0.8%
	65,400	L	Peabody Energy Corp.		3,009,054
					3,009,054
			Computers: 2.1%
	102,700		Hewlett-Packard Co.		4,052,542
	148,900	@@,L	Seagate Technology, Inc.		3,835,664
					7,888,206
			Cosmetics/ Personal Care: 2.5%
	145,900		Procter & Gamble Co.		9,161,061
					9,161,061
			Diversified Financial Services: 13.3%
	38,400	@,L	Affiliated Managers Group, Inc.		3,921,024
	201,500		Citigroup, Inc.		9,992,385
	132,000	L	Countrywide Financial Corp.		5,243,040
	153,804	@	E*Trade Financial Corp.		3,702,062
	29,600		Freddie Mac		1,987,936
	263,300		JPMorgan Chase & Co.		12,185,524
	82,300		Merrill Lynch & Co., Inc.		7,195,489
	59,600		Morgan Stanley		4,539,136
					48,766,596
			Electric: 3.6%
	32,113	@	Dynegy, Inc.		—
	257,800	@,L	Mirant Corp.		7,842,276
	114,600	L	PG&E Corp.		5,263,578
					13,105,854
			Electrical Components & Equipment: 1.0%
	85,000	@,L	General Cable Corp.		3,612,500
					3,612,500
			Electronics: 1.4%
	475,000	@,@@,	Flextronics International Ltd.		5,343,750
		L			5,343,750
			Energy — Alternate Sources: 0.0%
	2,037	@,L	Evergreen Energy, Inc.		17,926
					17,926
			Engineering & Construction: 1.1%
	255,000	@@,L	ABB Ltd. ADR		4,151,400
					4,151,400
			Entertainment: 1.2%
	208,100		Regal Entertainment Group		4,330,561
					4,330,561
			Food: 0.9%
	131,634	@,L	Smithfield Foods, Inc.		3,472,505
					3,472,505
			Gas: 1.2%
	81,800	L	Sempra Energy		4,458,100
					4,458,100
			Healthcare — Products: 0.8%
	79,400	@	St. Jude Medical, Inc.		2,959,238
					2,959,238
			Healthcare — Services: 1.0%
	89,000		Aetna, Inc.		3,676,590
					3,676,590
			Insurance: 8.1%
	103,000		American International Group, Inc.		7,242,960
	227,800	@,L	Conseco, Inc.		4,530,942
	88,600		Genworth Financial, Inc.		2,906,080
	114,400		Metlife, Inc.		6,718,712
	39,300		Protective Life Corp.		1,855,746
	83,400		St. Paul Travelers Cos., Inc.		4,320,954
	45,090		Stancorp Financial Group, Inc.		2,047,537
					29,622,931
			Iron/ Steel: 0.5%
	21,000	L	Allegheny Technologies, Inc.		1,882,650
					1,882,650
			Lodging: 0.9%
	77,800	L	Boyd Gaming Corp.		3,294,830
					3,294,830
			Media: 1.6%
	104,600		Time Warner, Inc.		2,106,644
	110,300		Walt Disney Co.		3,645,415
					5,752,059
			Mining: 0.8%
	49,400		Freeport-McMoRan Copper & Gold, Inc.		3,105,778
					3,105,778
			Miscellaneous Manufacturing: 1.9%
	81,600		Dover Corp.		4,104,480
	80,300		General Electric Co.		2,832,984
					6,937,464
			Oil & Gas: 12.1%
	40,900		Chevron Corp.		2,957,888
	55,900		ConocoPhillips		3,762,070
	227,600		ExxonMobil Corp.		17,481,956

See Accompanying Notes to Financial Statements

130

PORTFOLIO OF INVESTMENTS

ING MAGNACAP FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Oil & Gas (continued)
	159,400	@	Newfield Exploration Co.	$	7,933,338
	135,600	@	Plains Exploration & Production Co.		6,384,048
	160,400	L	Rowan Cos., Inc.		5,777,608
					44,296,908
			Oil & Gas Services: 1.2%
	96,800	@	Weatherford International Ltd.		4,347,288
					4,347,288
			Pharmaceuticals: 5.3%
	74,128	@	Medco Health Solutions, Inc.		3,721,967
	445,200		Pfizer, Inc.		12,238,548
	75,300		Wyeth		3,635,484
					19,595,999
			Real Estate Investment Trusts: 2.0%
	75,600	L	KKR Financial Corp.		2,023,056
	66,700		Liberty Property Trust		3,415,707
	66,000		Sunstone Hotel Investors, Inc.		1,840,080
					7,278,843
			Retail: 1.0%
	87,400		McDonald’s Corp.		3,668,178
					3,668,178
			Savings & Loans: 1.4%
	376,700	L	Hudson City Bancorp., Inc.		4,998,809
					4,998,809
			Semiconductors: 1.1%
	362,696	@@	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		3,898,982
					3,898,982
			Telecommunications: 6.2%
	341,300	L	AT&T, Inc.		11,573,483
	208,800		Motorola, Inc.		4,629,096
	337,200	@,L	Qwest Communications International, Inc.		2,593,068
	198,600		Sprint Nextel Corp.		3,874,686
					22,670,333
			Transportation: 0.7%
	30,300		Union Pacific Corp.		2,742,756
					2,742,756
			Total Common Stock (Cost $294,534,513)		354,917,201

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 20.7%
		Repurchase Agreement: 3.3%
$	12,109,000	Goldman Sachs Repurchase Agreement dated 11/30/06, 5.280%, due 12/01/06, $12,110,776 to be received upon repurchase (Collateralized by $12,676,000 Federal National Mortgage Association, Discount Note, Market Value $12,351,494, due 05/30/07)	$	12,109,000
		Total Repurchase Agreement (Cost $12,109,000)		12,109,000
		Securities Lending CollateralCC: 17.4%
	63,985,533	The Bank of New York Institutional Cash Reserves Fund		63,985,533
		Total Securities Lending Collateral (Cost $63,985,533)		63,985,533
		Total Short-Term Investments (Cost $76,094,533)		76,094,533

Total Investments in Securities (Cost $370,629,046)*	117.3	%	$	431,011,734
Other Assets and Liabilities-Net	(17.3	)		(63,680,595	)
Net Assets	100.0	%	$	367,331,139

@	Non-income producing security
@@	Foreign Issuer
ADR	American Depositary Receipt
cc	Securities purchased with cash collateral for securities loaned.
L	Loaned Security, a portion or all of the security is on loan at November 30, 2006.
*	Cost for federal income tax purposes is $370,821,789. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	62,409,006
Gross Unrealized Depreciation		(2,219,061	)
Net Unrealized Appreciation	$	60,189,945

See Accompanying Notes to Financial Statements

131

PORTFOLIO OF INVESTMENTS

ING MIDCAP VALUE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 97.7%
			Auto Parts & Equipment: 21.8%
	99,060		American Axle & Manufacturing Holdings, Inc.	$	1,812,798
	196,910	L	ArvinMeritor, Inc.		3,408,512
	133,700		Cooper Tire & Rubber Co.		1,768,851
	381,310	@,L	Dana Corp.		625,348
	1,010,570	@,L	Delphi Corp.		2,496,108
	177,155	@,L	Goodyear Tire & Rubber Co.		2,985,062
	93,400	L	Lear Corp.		2,890,730
	284,915	@,L	Visteon Corp.		2,290,717
					18,278,126
			Banks: 4.3%
	22,000	@@,L	First Bancorp		220,440
	75,300	@@,L	Popular, Inc.		1,332,810
	337,900	@@	W Holding Co., Inc.		2,074,706
					3,627,956
			Chemicals: 7.3%
	372,160		Chemtura Corp.		3,602,509
	147,430	@,L	Huntsman Corp.		2,566,756
					6,169,265
			Commercial Services: 2.2%
	73,550	L	Deluxe Corp.		1,810,801
					1,810,801
			Computers: 9.1%
	181,487	@	BISYS Group, Inc.		2,176,029
	705,400	@,L	Gateway, Inc.		1,340,260
	33,980	@	Synopsys, Inc.		868,189
	445,730	@	Unisys Corp.		3,213,713
					7,598,191
			Electric: 1.7%
	206,859	@	Dynegy, Inc.		1,395,617
	162,000	L,X	Mirant Corp.		—
					1,395,617
			Electronics: 9.6%
	219,680	@,L	Kemet Corp.		1,614,648
	774,810	@	Sanmina-SCI Corp.		2,866,797
	1,081,072	@	Solectron Corp.		3,599,970
					8,081,415
			Food: 12.2%
	170,530		Del Monte Foods Co.		1,925,284
	91,741	L	Pilgrim’s Pride Corp.		2,341,230
	59,980	L	Safeway, Inc.		1,847,984
	48,173		Supervalu, Inc.		1,650,407
	153,400		Tyson Foods, Inc.		2,437,526
					10,202,431
			Healthcare — Services: 4.6%
	549,240	@,L	Tenet Healthcare Corp.		3,894,112
					3,894,112
			Home Furnishings: 1.4%
	13,904		Whirlpool Corp.		1,186,011
					1,186,011
			Household Products/ Wares: 2.5%
	89,670	L	American Greetings Corp.		2,135,043
					2,135,043
			Insurance: 2.6%
	60,000	@,L	Conseco, Inc.		1,193,400
	63,070		Phoenix Cos., Inc.		1,018,581
					2,211,981
			Machinery — Diversified: 2.7%
	83,220		Briggs & Stratton Corp.		2,254,430
					2,254,430
			Media: 5.1%
	56,730		McClatchy Co.		2,363,939
	78,140	L	New York Times Co.		1,886,300
					4,250,239
			Semiconductors: 2.9%
	134,129	@,L	Agere Systems, Inc.		2,403,592
					2,403,592
			Telecommunications: 7.7%
	488,610	@,L	3Com Corp.		2,047,276
	460,580	@	Cincinnati Bell, Inc.		2,081,822
	266,100	@,L	Utstarcom, Inc.		2,362,965
					6,492,063
			Total Common Stock (Cost $93,568,597)		81,991,273
WARRANTS: 0.2%
			Electric: 0.2%
	14,097		Mirant Corp.		169,164
					169,164
			Total Warrants (Cost $502,410)		169,164
			Total Long-Term Investments (Cost $94,071,007)		82,160,437

See Accompanying Notes to Financial Statements

132

PORTFOLIO OF INVESTMENTS

ING MIDCAP VALUE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 31.6%
		U.S. Government Agency Obligations: 2.1%
$	1,765,000	Federal Home Loan Bank, 4.980%, due 12/01/06	$	1,764,756
		Total U.S. Government Agency Obligations (Cost $1,764,756)		1,764,756
		Securities Lending CollateralCC: 29.5%
	24,719,658	The Bank of New York Institutional Cash Reserves Fund		24,719,658
		Total Securities Lending Collateral (Cost $24,719,658)		24,719,658
		Total Short-Term Investments (Cost $26,484,414)		26,484,414

Total Investments in Securities (Cost $120,555,421)*	129.5	%	$	108,644,851
Other Assets and Liabilities-Net	(29.5	)		(24,777,793	)
Net Assets	100.0	%	$	83,867,058

@	Non-income producing security
@@	Foreign Issuer
cc	Securities purchased with cash collateral for securities loaned.
L	Loaned Security, a portion or all of the security is on loan at November 30, 2006.
X	Fair value determined by ING Funds Valuation Committee appointed by the Funds’ Board of Directors/Trustees.
*	Cost for federal income tax purposes is the same as for financial statement purposes. Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	5,652,833
Gross Unrealized Depreciation		(17,563,403	)
Net Unrealized Depreciation	$	(11,910,570	)

See Accompanying Notes to Financial Statements

133

PORTFOLIO OF INVESTMENTS

ING MIDCAP VALUE CHOICE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 67.5%
			Aerospace/ Defense: 0.2%
	16,000	@	Orbital Sciences Corp.	$	289,920
					289,920
			Agriculture: 0.0%
	600		Archer-Daniels-Midland Co.		21,060
					21,060
			Auto Parts & Equipment: 1.0%
	20,800	@@	Magna International, Inc.		1,598,688
					1,598,688
			Chemicals: 2.0%
	24,600		Aceto Corp.		209,100
	119,800	@	Mosaic Co.		2,551,740
	26,600		Sensient Technologies Corp.		633,878
					3,394,718
			Coal: 0.9%
	34,100		Peabody Energy Corp.		1,568,941
					1,568,941
			Commercial Services: 0.9%
	29,200	@@,L	Toppan Printing Co., Ltd. ADR		1,569,132
					1,569,132
			Cosmetics/ Personal Care: 1.0%
	5,900	@@	Kao Corp. ADR		1,591,630
					1,591,630
			Distribution/ Wholesale: 1.0%
	8,800	L	CDW Corp.		620,400
	25,400	@	Tech Data Corp.		1,062,228
					1,682,628
			Diversified Financial Services: 2.1%
	151,900	@@	Acom Co., Ltd. ADR		1,434,878
	123,900	@@	Promise Co., Ltd. ADR		2,131,861
					3,566,739
			Electric: 9.0%
	18,700		Alliant Energy Corp.		727,430
	15,000		Ameren Corp.		820,650
	19,100		American Electric Power Co., Inc.		792,841
	150,000	@@,L	Centrais Eletricas Brasileiras SA ADR		1,594,080
	45,600	L	DTE Energy Co.		2,147,304
	24,500	@@	Energias de Portugal SA ADR		1,160,810
	24,600		Idacorp, Inc.		983,754
	6,300	@@	Korea Electric Power Corp. ADR		135,387
	15,400	@,L	NRG Energy, Inc.		876,568
	61,600		PNM Resources, Inc.		1,891,120
	1,100	L	Progress Energy, Inc.		52,547
	160,500		Puget Energy, Inc.		3,986,820
					15,169,311
			Electronics: 1.1%
	12,900	@	OSI Systems, Inc.		244,971
	88,100	@,@@, #,L	Samsung SDI Co., Ltd. GDR		1,571,264
					1,816,235
			Engineering & Construction: 0.9%
	48,800	@	Shaw Group, Inc.		1,458,632
					1,458,632
			Environmental Control: 1.4%
	185,000	@,L	Allied Waste Industries, Inc.		2,345,800
					2,345,800
			Food: 9.0%
	27,200		Kroger Co.		583,712
	108,500		Sara Lee Corp.		1,798,930
	143,200	@	Smithfield Foods, Inc.		3,777,616
	65,611		Supervalu, Inc.		2,247,833
	426,100		Tyson Foods, Inc.		6,770,729
					15,178,820
			Forest Products & Paper: 5.4%
	153,400		Bowater, Inc.		3,344,120
	61,300	@,L	Buckeye Technologies, Inc.		719,662
	350,400	@,@@, L	Domtar, Inc.		2,515,872
	170,800		Wausau Paper Corp.		2,555,168
					9,134,822
			Healthcare — Services: 0.7%
	50,200	@,L	Apria Healthcare Group, Inc.		1,253,494
					1,253,494
			Home Builders: 0.3%
	29,400		Levitt Corp.		366,324
	11,100	@@	Sekisui House Ltd. ADR		168,053
					534,377
			Insurance: 0.1%
	4,200		AON Corp.		149,856
					149,856
			Machinery — Diversified: 3.8%
	158,700	@,L	AGCO Corp.		4,956,201
	2,700		Alamo Group, Inc.		62,208
	3,800	@@,L	CNH Global NV		109,440
	15,700		Lindsay Manufacturing Co.		540,865
	700	@@	Metso Oyj		32,424
	37,600	@,L	Tecumseh Products Co.		609,496
					6,310,634
			Media: 1.1%
	54,900	@,L	Scholastic Corp.		1,829,268
					1,829,268
			Mining: 18.7%
	158,400	@@	Alumina Ltd. ADR		3,169,584
	109,050	@@,L	Anglogold Ashanti Ltd. ADR		5,258,391
	326,800	@,L	Apex Silver Mines Ltd.		5,725,536
	12,200	@,@@, L	Banro Corp.		153,720
	77,495	@@	Barrick Gold Corp.		2,436,443
	508,200	@,@@, L	Bema Gold Corp.		2,759,526
	64,100	@,@@	Crystallex International Corp.		238,452
	79,600	@,@@, L	Eldorado Gold Corp.		445,760
	84,700	@,@@	Entree Gold, Inc.		127,897
	14,400	@,@@	Gammon Lake Resources, Inc.		218,736
	11,600	@@,L, X	Impala Platinum Holdings Ltd. ADR		289,420
	215,500	@,@@, L	Ivanhoe Mines Ltd.		1,991,220
	174,000	@,@@	Lihir Gold Ltd.		4,247,340
	215,200	@@	Newcrest Mining Ltd. ADR		4,398,451
	47,800	@,@@	Orezone Resources, Inc.		72,178
					31,532,654

See Accompanying Notes to Financial Statements

134

PORTFOLIO OF INVESTMENTS

ING MIDCAP VALUE CHOICE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Shares				Value
			Oil & Gas: 0.1%
	2,500	@@	Nexen, Inc.	$	137,025
					137,025
			Oil & Gas Services: 1.2%
	29,400	@@,L	Technip SA		2,073,876
					2,073,876
			Telecommunications: 0.6%
	40,500	@@	KT Corp. ADR		1,028,700
					1,028,700
			Transportation: 4.5%
	83,600		CSX Corp.		2,997,896
	34,100	L	Genco Shipping & Trading Ltd.		809,875
	59,500	@@	Navios Maritime Holdings, Inc.		314,160
	82,500	@@	Stolt-Nielsen SA ADR		2,532,747
	7,769	@@,L	TNT NV ADR		326,065
	5,700		Union Pacific Corp.		515,964
					7,496,707
			Water: 0.5%
	27,900	@@,L	Cia de Saneamento Basico do Estado de Sao Paulo		837,000
					837,000
			Total Common Stock (Cost $95,194,910)		113,570,667

Principal
Amount				Value
CONVERTIBLE BONDS: 9.1%
			Aerospace/ Defense: 2.2%
$	3,820,000	C	EDO Corp., 4.000%, due 11/15/25	$	3,624,225
					3,624,225
			Airlines: 1.0%
	1,820,000	C,L	JetBlue Airways Corp., 3.500%, due 07/15/33		1,747,200
					1,747,200
			Computers: 0.2%
	290,000	C	Quantum Corp., 4.375%, due 08/01/10		262,813
					262,813
			Electrical Components & Equipment: 1.3%
	2,639,100	C	GrafTech International Ltd., 1.625%, due 01/15/24		2,187,154
					2,187,154
			Electronics: 0.4%
	172,000	C	FEI Co., 5.500%, due 08/15/08		171,785
	488,000	C	SCI Systems, Inc., 3.000%, due 03/15/07		485,560
					657,345
			Environmental Control: 0.6%
	1,141,000	C	Allied Waste North America, Inc., 4.250%, due 04/15/34		1,091,081
					1,091,081
			Media: 1.2%
	2,022,000	C	EchoStar Communications Corp., 5.750%, due 05/15/08		2,062,440
					2,062,440
			Mining: 0.7%
	379,000	@@,C	Apex Silver Mines Ltd., 2.875%, due 03/15/24		335,415
	862,000	C	Coeur d’Alene Mines Corp., 1.250%, due 01/15/24		860,923
					1,196,338
			Semiconductors: 1.2%
	655,000	C	Axcelis Technologies, Inc., 4.250%, due 01/15/07		654,383
	845,000		Credence Systems Corp., 1.500%, due 05/15/08		774,231
	180,000	C	International Rectifier Corp., 4.250%, due 07/15/07		179,325
	356,000	C	Triquint Semiconductor, Inc., 4.000%, due 03/01/07		355,110
					1,963,049
			Telecommunications: 0.3%
	617,000	C,L	Adaptec, Inc., 0.750%, due 12/22/23		559,928
					559,928
			Total Convertible Bonds (Cost $14,764,020)		15,351,573
			Total Long-Term Investments (Cost $109,958,930)		128,922,240

See Accompanying Notes to Financial Statements

135

PORTFOLIO OF INVESTMENTS

ING MIDCAP VALUE CHOICE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 35.4%
		U.S. Government Agency Obligations: 20.1%
$	33,718,000	Federal Home Loan Bank, 4.980%, due 12/01/06	$	33,713,336
		Total U.S. Government Agency Obligations (Cost $33,713,336)		33,713,336
		Securities Lending CollateralCC: 15.3%
	25,802,088	The Bank of New York Institutional Cash Reserves Fund		25,802,088
		Total Securities Lending Collateral (Cost $25,802,088)		25,802,088
		Total Short-Term Investments (Cost $59,515,424)		59,515,424

Total Investments in Securities (Cost $169,474,354)*	112.0	%	$	188,437,664
Other Assets and Liabilities-Net	(12.0	)		(20,224,140	)
Net Assets	100.0	%	$	168,213,524

@	Non-income producing security
@@	Foreign Issuer
ADR	American Depositary Receipt
GDR	Global Depositary Receipt
#	Securities with purchases pursuant to Rule 144A, under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. These securities have been determined to be liquid under the guidelines established by the Funds’ Board of Directors/Trustees.
C	Bond may be called prior to maturity date.
cc	Securities purchased with cash collateral for securities loaned.
L	Loaned Security, a portion or all of the security is on loan at November 30, 2006.
X	Fair value determined by ING Funds Valuation Committee appointed by the Funds’ Board of Directors/Trustees.
*	Cost for federal income tax purposes is $169,564,708. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	19,900,633
Gross Unrealized Depreciation		(1,027,677	)
Net Unrealized Appreciation	$	18,872,956

See Accompanying Notes to Financial Statements

136

PORTFOLIO OF INVESTMENTS

ING SMALLCAP VALUE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 96.8%
			Auto Manufacturers: 1.7%
	64,600		Wabash National Corp.	$	949,620
					949,620
			Auto Parts & Equipment: 25.1%
	104,470		American Axle & Manufacturing Holdings, Inc.		1,911,801
	149,467		ArvinMeritor, Inc.		2,587,274
	120,270		Cooper Tire & Rubber Co.		1,591,172
	261,100	@	Dana Corp.		428,204
	98,169	@	Goodyear Tire & Rubber Co.		1,654,148
	65,390		Lear Corp.		2,023,821
	104,090		Superior Industries International		2,053,696
	269,850	@	Visteon Corp.		2,169,594
					14,419,710
			Banks: 3.0%
	105,590	@@	First Bancorp		1,058,012
	106,080	@@	W Holding Co., Inc.		651,331
					1,709,343
			Chemicals: 3.2%
	15,200		Chemtura Corp.		147,136
	49,330		Sensient Technologies Corp.		1,175,534
	143,620		Wellman, Inc.		505,542
					1,828,212
			Commercial Services: 1.7%
	33,440		Kelly Services, Inc.		974,442
					974,442
			Computers: 3.0%
	907,960	@	Gateway, Inc.		1,725,124
					1,725,124
			Diversified Financial Services: 0.9%
	127,250	@@	Doral Financial Corp.		515,363
					515,363
			Electronics: 6.0%
	223,780	@	Kemet Corp.		1,644,783
	207,150	@	Sanmina-SCI Corp.		766,455
	145,390	@	Stoneridge, Inc.		1,052,624
					3,463,862
			Food: 5.8%
	111,400		Chiquita Brands International, Inc.		1,593,020
	101,610		Del Monte Foods Co.		1,147,177
	212,460	@	Interstate Bakeries		594,888
					3,335,085
			Hand/ Machine Tools: 1.6%
	57,120		LS Starrett Co.		891,643
					891,643
			Home Builders: 3.9%
	143,729		Coachmen Industries, Inc.		1,575,270
	200,900	@	National RV Holdings, Inc.		683,060
					2,258,330
			Home Furnishings: 2.8%
	49,290		La-Z-Boy, Inc.		580,636
	11,968		Whirlpool Corp.		1,020,870
					1,601,506
			Household Products/ Wares: 2.6%
	61,700		American Greetings Corp.		1,469,077
					1,469,077
			Insurance: 7.5%
	24,213		Kansas City Life Insurance Co.		1,247,938
	109,428	@	KMG America Corp.		919,195
	76,310		Phoenix Cos., Inc.		1,232,407
	105,107	@	PMA Capital Corp.		932,299
					4,331,839
			Leisure Time: 2.0%
	84,346	@	K2, Inc.		1,140,358
					1,140,358
			Machinery — Diversified: 5.6%
	31,166		Briggs & Stratton Corp.		844,287
	147,256	@	Tecumseh Products Co.		2,341,370
					3,185,657
			Retail: 4.5%
	44,600	@	Cost Plus, Inc.		480,342
	12,631	@	Jo-Ann Stores, Inc.		249,210
	151,210		Pier 1 Imports, Inc.		1,005,547
	87,060	@	Sharper Image Corp.		843,611
					2,578,710
			Semiconductors: 4.1%
	110,610	@	Agere Systems, Inc.		1,982,131
	324,700	@	ESS Technology		386,393
					2,368,524
			Software: 2.1%
	231,600	@	Borland Software Corp.		1,225,164
					1,225,164
			Telecommunications: 9.7%
	283,410	@	3Com Corp.		1,187,488
	426,016	@	Adaptec, Inc.		1,857,430
	197,293	@	Cincinnati Bell, Inc.		891,764
	182,210	@	Utstarcom, Inc.		1,618,023
					5,554,705
			Total Common Stock (Cost $64,755,124)		55,526,274

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 0.4%
		U.S. Government Agency Obligations: 0.4%
$	219,000	Federal Home Loan Bank, 4.980%, due 12/01/06	$	218,970
		Total Short-Term Investments (Cost $218,970)		218,970

Total Investments in Securities (Cost $64,974,094)*	97.2	%	$	55,745,244
Other Assets and Liabilities-Net	2.8			1,614,171
Net Assets	100.0	%	$	57,359,415

@	Non-income producing security
@@	Foreign Issuer
*	Cost for federal income tax purposes is $65,297,796. Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	5,633,283
Gross Unrealized Depreciation		(15,185,835	)
Net Unrealized Depreciation	$	(9,552,552	)

See Accompanying Notes to Financial Statements

137

PORTFOLIO OF INVESTMENTS

ING SMALLCAP VALUE CHOICE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED)

Shares				Value
COMMON STOCK: 93.9%
			Auto Parts & Equipment: 0.9%
	26,400	@	Commercial Vehicle Group, Inc.	$	617,760
					617,760
			Banks: 2.0%
	50,786	@	Bancorp, Inc.		1,361,573
					1,361,573
			Computers: 1.0%
	283,200	@	Quantum Corp.		668,352
					668,352
			Diversified Financial Services: 1.4%
	20,200		IndyMac Bancorp., Inc.		928,190
					928,190
			Electrical Components & Equipment: 3.1%
	49,000	@	General Cable Corp.		2,082,500
					2,082,500
			Electronics: 2.1%
	114,600		Keithley Instruments, Inc.		1,441,668
					1,441,668
			Environmental Control: 1.7%
	22,200	@	Aleris International, Inc.		1,156,842
					1,156,842
			Food: 4.4%
	170,800		Del Monte Foods Co.		1,928,332
	54,854		Premium Standard Farms, Inc.		1,041,677
					2,970,009
			Forest Products & Paper: 14.2%
	90,500		Bowater, Inc.		1,972,900
	137,000	@	Buckeye Technologies, Inc.		1,608,380
	86,500		Glatfelter		1,281,930
	53,800	@	Jefferson Smurfit Corp. US		577,274
	131,500	@@	Sappi Ltd. ADR		2,121,096
	139,200		Wausau Paper Corp.		2,082,432
					9,644,012
			Hand/ Machine Tools: 5.7%
	34,000		Kennametal, Inc.		2,076,024
	29,000		Lincoln Electric Holdings, Inc.		1,764,650
					3,840,674
			Home Furnishings: 1.9%
	88,000		Hooker Furniture Corp.		1,307,680
					1,307,680
			Household Products/ Wares: 4.0%
	83,631	@	Fossil, Inc.		1,757,924
	30,400		WD-40 Co.		988,000
					2,745,924
			Insurance: 1.4%
	68,200	@	PMA Capital Corp.		604,934
	140,200	@,@@	Quanta Capital Holdings Ltd.		318,254
					923,188
			Iron/ Steel: 2.9%
	89,000		Gibraltar Industries, Inc.		1,949,990
					1,949,990
			Machinery — Diversified: 7.6%
	46,800		Albany International Corp.		1,460,160
	53,650	@	Kadant, Inc.		1,268,286
	78,200		Sauer-Danfoss, Inc.		2,420,290
					5,148,736
			Metal Fabricate/ Hardware: 0.8%
	19,600	@	RBC Bearings, Inc.		569,576
					569,576
			Mining: 2.7%
	43,800	@	Century Aluminum Co.		1,868,070
					1,868,070
			Miscellaneous Manufacturing: 4.0%
	114,421	@	Griffon Corp.		2,727,797
					2,727,797
			Oil & Gas: 8.8%
	21,600	@	Bill Barrett Corp.		680,400
	33,500	@	Denbury Resources, Inc.		983,225
	57,650	@	Quest Resource Corp.		649,716
	46,700		Range Resources Corp.		1,451,903
	162,100	@	Warren Resources, Inc.		2,167,277
					5,932,521
			Oil & Gas Services: 2.9%
	98,400	@,@@	Acergy SA ADR		1,938,480
					1,938,480
			Real Estate Investment Trusts: 6.9%
	82,650		Alesco Financial, Inc.		834,765
	110,100		Anthracite Capital, Inc.		1,394,967
	65,600		HomeBanc Corp.		276,176
	149,100		New York Mortgage Trust, Inc.		457,737
	51,850		RAIT Investment Trust		1,728,161
					4,691,806
			Retail: 4.0%
	107,700		Casey’s General Stores, Inc.		2,680,653
					2,680,653
			Savings & Loans: 1.5%
	51,000	@	Franklin Bank Corp.		1,000,620
					1,000,620
			Semiconductors: 1.4%
	98,600	@	Mattson Technology, Inc.		937,686
					937,686
			Telecommunications: 4.0%
	118,200	@	Aeroflex, Inc.		1,425,492
	41,650	@	CommScope, Inc.		1,256,581
					2,682,073
			Transportation: 2.6%
	95,425	@	Marten Transport Ltd.		1,747,229
					1,747,229
			Total Common Stock (Cost $57,670,276)		63,563,609

See Accompanying Notes to Financial Statements

138

PORTFOLIO OF INVESTMENTS

ING SMALLCAP VALUE CHOICE FUND

AS OF NOVEMBER 30, 2006 (UNAUDITED) (CONTINUED)

Principal
Amount			Value
SHORT-TERM INVESTMENTS: 6.0%
		U.S. Government Agency Obligations: 6.0%
$	4,022,000	Federal Home Loan Bank, 4.980%, due 12/01/06	$	4,021,443
		Total Short-Term Investments (Cost $4,021,443)		4,021,443

Total Investments in Securities (Cost $61,691,719)*	99.9	%	$	67,585,052
Other Assets and Liabilities-Net	0.1			96,258
Net Assets	100.0	%	$	67,681,310

@	Non-income producing security
@@	Foreign Issuer
ADR	American Depositary Receipt
*	Cost for federal income tax purposes is $61,735,909. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	7,704,318
Gross Unrealized Depreciation		(1,855,175	)
Net Unrealized Appreciation	$	5,849,143

See Accompanying Notes to Financial Statements

139

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

BOARD CONSIDERATION AND RE-APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS

Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”) provides that, after an initial period, the Funds’ existing investment advisory and sub-advisory contracts remain in effect only if the Boards of Directors/Trustees (the “Board”) of ING Equity Trust and ING Investment Fund, Inc., including a majority of the Directors/Trustees who have no direct or indirect interest in the advisory and sub-advisory contracts, and who are not “interested persons” of the Funds, as such term is defined under the 1940 Act (the “Independent Directors/Trustees”), annually review and renew them. In this regard, at a meeting held on November 9, 2006 the Board, including a majority of the Independent Directors/Trustees, considered whether to renew the investment advisory contracts (the “Advisory Contracts”) between ING Investments, LLC (the “Adviser”) and the Funds and the sub-advisory contracts (“Sub-Advisory Contracts”) with the sub-adviser to each Fund (the “Sub-Advisers”).

The Independent Directors/Trustees also held separate meetings on October 12, 2006 and November 7, 2006 to consider renewals of the Advisory Contracts and Sub-Advisory Contracts. Thus, references herein to factors considered and determinations made by the Independent Directors/Trustees include, as applicable, factors considered and determinations made on those earlier dates.

At the November 9, 2006 meeting, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Funds. In reaching these decisions, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual review process. The Board’s determination took into account a number of factors that its members believed, in light of the legal advice furnished to them by Kirkpatrick & Lockhart Preston Gates Ellis LLP (“K&L Gates”), their independent legal counsel, and their own business judgment, to be relevant. Further, while the Advisory Contracts and Sub-Advisory Contracts for all the Funds were considered at the same Board meeting, the Directors/Trustees considered each Fund’s advisory and sub-advisory relationships separately.

Provided below is an overview of the Board’s contract approval process in general, as well as a discussion of certain of the specific factors the Board considered at the November 9, 2006 meeting. While the Board gave its attention to the information furnished, at its request, that was most relevant to its consideration, discussed below are a number of the primary factors relevant to the Board’s consideration as to whether to renew the Advisory and Sub-Advisory Contracts for the one-year period ending November 30, 2007. Each Director/Trustee may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Funds’ advisory and sub-advisory arrangements.

Overview of the Contract Renewal and Approval Process

In 2003, the Independent Directors/Trustees determined to undertake steps to further enhance the process under which the Board determines whether to renew existing advisory and sub-advisory arrangements for the funds in the ING Funds complex, including ING Equity Trust’s and ING Investment Fund, Inc.’s existing Advisory and Sub-Advisory Contracts, and to approve new advisory and sub-advisory arrangements. Among these measures, the Board: retained the services of an independent consultant with experience in the mutual fund industry to assist the Independent Directors/Trustees in working with the personnel employed by the Adviser or its affiliates who administer the Funds (“Management”) to identify the types of information presented to the Board to inform its deliberations with respect to advisory and sub-advisory relationships; established the format in which the information requested by the Board is provided to the Board; and determined the process for reviewing such information in connection with the Advisory and Sub-Advisory Contract renewal process. The end result was the implementation of the current process relied upon by the Board to review and analyze information in connection with the annual renewal of the Funds’ Advisory and Sub-Advisory Contracts, as well as its review and approval of new advisory relationships.

Since the foregoing approval and renewal process was implemented, the Board regularly has reviewed and refined the process. In addition, the Board established a Contracts Committee and two Investment Review Committees, including the Domestic Equity Funds Investment Review Committee (the “DE IRC”). The type and format of the information provided to the Board or its counsel to inform its approval and annual review and renewal process has been codified in the Funds’ “15(c) Methodology Guide” (the

140

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

“Methodology Guide”). The Methodology Guide was developed under the direction of the Independent Directors/Trustees, and sets out a written blueprint under which the Independent Directors/Trustees request certain information necessary to facilitate a thorough and informed review in connection with the annual Advisory and Sub-Advisory Contract renewal process. Management provides Fund-specific information to the Independent Directors/Trustees based on the Methodology Guide through “Fund Analysis and Comparison Tables” or “FACT” sheets prior to the Independent Directors/Trustees’ review of Advisory and Sub-Advisory Contracts. In 2005, the Independent Directors/Trustees retained an independent firm to verify and test the accuracy of certain of this information for a representative sample of Funds in the ING Funds complex. The Independent Directors/Trustees have determined to conduct such testing periodically.

As part of a regular on-going process, the Board’s Contracts Committee recommends or considers recommendations from Management for refinements and other changes to the Methodology Guide and other aspects of the review process, and the Board’s Investment Review Committees, including the DE IRC, review benchmarks used to assess the performance of each Fund. The DE IRC also meets regularly with the Adviser and periodically with the Funds’ Sub-Advisers. The DE IRC may apply a heightened level of scrutiny in cases where performance has lagged a Fund’s relevant benchmark and/or peer group of investment companies.

The Board employed its process for reviewing contracts when considering the renewals of the Advisory and Sub-Advisory Contracts that would be effective through November 30, 2007. A number of the Board’s primary considerations and conclusions resulting from this process are discussed below.

Nature, Extent and Quality of Service

In determining whether to approve the Advisory Contracts and Sub-Advisory Contracts for the Funds for the year ending November 30, 2007, the Independent Directors/Trustees received and evaluated such information as they deemed necessary regarding the nature, extent and quality of services provided to the Funds by the Adviser and Sub-Advisers. This included information regarding the Adviser and Sub-Advisers to the Funds provided throughout the year at regular Board meetings, as well as information furnished for the November 9, 2006 Board meeting, which was held specifically to consider contract renewals for the period ending November 30, 2007. In addition, the Board’s Independent Directors/Trustees also held meetings on October 12 and November 7, prior to the November 9, 2006 meeting of the full Board, to consider the annual renewal of the Advisory and Sub-Advisory Contracts.

The materials requested by and provided to the Board and/or to K&L Gates prior to the November 2006 Board meeting included the following items: (1) FACT sheets for each Fund that provided information about the performance and expenses of the Fund and other similarly managed funds in a selected peer group (“Selected Peer Group”), as well as information about the Fund’s investment portfolio, objectives and strategies; (2) the Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which benchmarks and Selected Peer Groups were selected and how profitability was determined; (3) responses from the Advisers and Sub-Advisers to a detailed series of questions posed by K&L Gates; (4) copies of each form of Advisory Contract and Sub-Advisory Contract; (5) copies of the Forms ADV for the Adviser and each Sub-Adviser to the Funds; (6) financial statements for the Adviser and each Sub-Adviser; (7) drafts of narrative summaries addressing key factors the Board customarily considers in evaluating the renewals of Advisory Contracts and Sub-Advisory Contracts, including a written analysis for each Fund of how performance and fees compare to its Selected Peer Group and/or designated benchmarks; and (8) other information relevant to the Board’s evaluations.

For each Fund, its Class A shares were used for purposes of certain comparisons to the funds in its Selected Peer Group. Class A shares were selected, as general matter, so that the Fund class with the longest performance history was compared to the analogous class of shares for each fund in the Selected Peer Group. The mutual funds chosen for inclusion in a Fund’s Selected Peer Group were selected based upon criteria designed to mirror the Fund class being compared to the Selected Peer Group.

In arriving at its conclusions with respect to the Advisory Contracts, the Board was mindful of the “manager-of-managers” platform of the ING Funds. The Board also considered the techniques that the Adviser developed, at the Board’s direction, to screen and perform due diligence on Sub-Advisers that are

141

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

recommended to the Board to manage the Funds’ portfolios. The Board noted the resources that the Adviser has committed to the Board and the DE IRC to assist the Board and members of the DE IRC with their assessment of the investment performance of the Funds on an ongoing basis throughout the year. This includes the appointment of a Chief Investment Risk Officer and his staff, who report directly to the Board and who have developed attribution analyses and other metrics used by the Investment Review Committees, including the DE IRC, to analyze the key factors underlying investment performance for the Funds.

The Board also noted the techniques used by the Adviser to monitor the performance of the Sub-Advisers and took note of the pro-active approach that the Adviser, working in cooperation with the Board’s Investment Review Committees, including the DE IRC, has taken to advocate or recommend, when it believed appropriate, changes intended to assist in improving the performance of the Funds. These changes have historically included modifications in personnel responsible for managing a Fund and/or changing the Sub-Adviser to a Fund.

In considering the Funds’ Advisory Contracts, the Board also considered the extent of benefits provided to the Funds’ shareholders, beyond advisory services, from being part of the ING family of Funds. This includes, in most cases, the right to exchange or transfer investments, without a sales charge, between the same class of shares of such Funds or among Funds available on a product platform, and the wide variety in the types of Funds available for exchange or transfer.

The Board also took into account the Adviser’s extensive efforts in recent years to reduce the expenses of the ING Funds through re-negotiated arrangements with the ING Funds’ service providers. In addition, the Board considered the extensive efforts of the Adviser and expense it incurred in recent years to help make the ING Funds complex more efficient by reducing the number of funds through combinations of similar funds.

Further, the Board received periodic reports showing that the investment policies and restrictions for each Fund were consistently complied with and other periodic reports covering matters such as compliance by Adviser and Sub-Adviser personnel with codes of ethics. The Board considered reports from the Funds’ Chief Compliance Officer (“CCO”) evaluating the regulatory compliance systems of the Adviser and each Sub-Adviser and procedures reasonably designed by them to assure compliance with the federal securities laws, including those related to late trading and market timing, best execution, fair value pricing, proxy voting procedures, and trade allocation, among others. The Board considered the implementation by the Adviser and certain Sub-Advisers of enhanced compliance policies and procedures in response to SEC rule changes and other regulatory initiatives. The Board also took into account the CCO’s annual and periodic reports with respect to service provider compliance and his recommendations regarding service providers’ compliance programs. In this regard, the Board also considered the policies and procedures developed by the CCO in consultation with the Board’s Compliance Committee that guide the CCO’s compliance oversight function.

The Board reviewed the level of staffing, quality and experience of each Fund’s portfolio management team. The Board took into account the respective resources and reputations of the Adviser and the Sub-Advisers, and evaluated the ability of the Adviser and the Sub-Advisers to attract and retain qualified investment advisory personnel. The Board also considered the adequacy of the resources committed to the Funds (and other relevant funds in the ING Funds complex) by the Adviser and the Sub-Advisers, and whether those resources are commensurate with the needs of the Funds and are appropriate to attempt to sustain expected levels of performance, compliance, and other needs.

Based on their deliberations and the materials presented to them, the Board concluded that the advisory and related services provided by the Adviser and Sub-Advisers are appropriate in light of the Funds’ operations, the competitive landscape of the investment company business, and investor needs, and that the nature and quality of the overall services provided by the Adviser and Sub-Advisers were appropriate.

Fund Performance

In assessing advisory and sub-advisory relationships, the Board placed emphasis on the investment performance of each Fund, taking into account the importance of such performance to Fund shareholders. While the Board considered the performance reports and discussions with portfolio managers at Board and Committee meetings during

142

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

the year, particular attention in assessing performance was given to the Fund FACT sheets furnished in advance of the November meeting of the Independent Directors/Trustees. The FACT sheet prepared for each Fund included its investment performance compared to the Morningstar category median, Lipper category median, Selected Peer Group and Fund’s primary benchmark. The Board’s findings specific to each Fund’s performance are discussed under “Fund-by-Fund Analysis,” below.

Economies of Scale

In considering the reasonableness of advisory fees, the Board also considered whether economies of scale will be realized by the Adviser as a Fund grows larger and the extent to which this is reflected in the level of management fee rates charged. In this regard, the Board noted any breakpoints in advisory fee schedules that resulted in a lower advisory fee because a Fund achieved sufficient asset levels to receive a breakpoint discount. In the case of sub-advisory fees, the Board considered that breakpoints would inure to the benefit of the Adviser, except to the extent that these savings are passed through in the form of breakpoints on advisory fees that resulted in savings to the Fund. For a Fund that did not have breakpoint discounts on advisory fees, but did benefit from waivers to or reimbursements of advisory or other fees, the Board also considered the extent to which economies of scale could effectively be realized through such waivers, reimbursements, or expense reductions.

In evaluating economies of scale, the Independent Directors/Trustees considered a management report presented to them and also considered an evaluation and analysis presented to them on November 8, 2006 by an independent consultant regarding fee breakpoint arrangements.

Information about Services to Other Clients

The Board requested, and if received considered, information about the nature of services and fee rates offered by the Adviser and the Sub-Advisers to other clients, including other registered investment companies and institutional accounts. When rates offered to other clients differed materially from those charged to the Funds, the Board considered the underlying rationale provided by the Adviser and/or Sub-Advisers for these differences. For the unaffiliated Sub-Advisers, the Board did not view this information as imperative to its deliberations because of the arms-length nature of the negotiations between the Adviser and unaffiliated Sub-Advisers with respect to sub-advisory fees. The Board also noted that the fee rates charged to the Funds and similar institutional clients may differ materially due to the different services and additional regulatory overlay associated with registered investment companies, such as the Funds.

Fee Rates and Profitability

The Board reviewed and considered each contractual investment advisory fee rate, combined with the administrative fee rate, payable by each Fund to the Adviser. The Board also considered the contractual sub-advisory fee rates payable by the Adviser to each Sub-Adviser for sub-advisory services. In addition, the Board reviewed and took into account existing and proposed fee waivers and expense limitations applicable to the fees payable by the Funds.

The Board considered the fee structures of the Funds as they relate to the services provided under the Contracts, and the potential fall-out benefits to the Adviser and Sub-Advisers, and their respective affiliates, from their association with the Funds. For each Fund, the Board determined that the fees payable to the Adviser and Sub-Advisers are reasonable for the services that each performs, which were considered in light of the nature and quality of the services that each has performed and is expected to perform through the year ending November 30, 2007.

For each Fund, the Board considered information on revenues, costs and profits realized by the Adviser, which was prepared by Management in accordance with the allocation methodology (including assumptions) specified in the Methodology Guide. In analyzing the profitability of the Adviser in connection with its services to a Fund, the Board took into account the sub-advisory fee rate payable by the Adviser to the Sub-Adviser to that Fund. The Board also considered information that it requested and was provided by Management with respect to the profitability of service providers affiliated with the Adviser, as well as information provided by certain Sub-Advisers with respect to their profitability. In the case of non-affiliated Sub-Advisers, the Board gave less weight to profitability considerations, or did not view this data as imperative to its deliberations, given the arms-length nature of the relationship between

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the Adviser and these Sub-Advisers with respect to the negotiation of sub-advisory fees.

The Board determined that it had requested and received sufficient information to gain a reasonable understanding regarding the Adviser’s and affiliated Sub-Advisers’ profitability. The Board also recognized that profitability analysis is not an exact science and there is no uniform methodology for determining profitability for this purpose. In this context, the Board realized that Management’s calculations regarding its costs incurred in establishing the infrastructure necessary for the Funds’ operations may not be fully reflected in the expenses allocated to each Fund in determining profitability, and that the information presented may not portray all of the costs borne by Management nor capture Management’s entrepreneurial risk associated with offering and managing a mutual fund complex in today’s regulatory environment.

In their review of advisory fee rates, the Independent Directors/Trustees have, from time to time, requested the Adviser, and the Adviser has agreed, to implement remedial actions for certain Funds. These remedial actions have included, among others: reductions in expense caps; the merger of certain Funds with and into comparable Funds; and changes to the portfolio manager managing a Fund. The Independent Directors/Trustees have requested these adjustments primarily on the basis of: (a) a Fund’s performance, as compared to its Selected Peer Group; (b) the performance of a Fund, as compared to its benchmarks; or (c) a Fund’s expenses in relation to its Selected Peer Group.

Based on the information on revenues, costs, and profitability considered by the Board, after considering the factors described in this section, as well as any remedial actions requested by the Independent Directors/Trustees and agreed to by the Adviser, the Board concluded that the profits, if any, realized by the Adviser and Sub-Advisers were not excessive. In making its determinations, the Board considered that the Adviser had incentives to negotiate the most favorable fees from unaffiliated Sub-Advisers, and it based its conclusions on the reasonableness of the sub-advisory fees of the Sub-Advisers primarily on the factors described for each Fund below and, in the case of non-affiliated Sub-Advisers, in reliance on the arms-length nature of the negotiations between the Adviser and Sub-Advisers with respect to sub-advisory fees.

Fund-by-Fund Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 2006 meeting in relation to renewing each Fund’s current Advisory Contract and its Sub-Advisory Contract for the year ending November 30, 2007. These specific factors are in addition to those considerations discussed above. In each case, the Fund’s performance was compared to its Morningstar category median and its primary benchmark, a broad-based securities market index that appears in the Fund’s prospectus. Each Fund’s management fee and expense ratio were compared to the fees and expense ratios of the funds in its Selected Peer Group.

ING Real Estate Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Real Estate Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median for all periods presented; (2) the Fund outperformed its primary benchmark for all periods presented; and (3) the Fund is ranked in the first (highest) quintile of its Morningstar category for the year-to-date period, in the second quintile for the most recent calendar quarter and one-year periods, and in the third quintile for the three-year period.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for the Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of an advisory fee and a 0.10% administration fee) for the Fund is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in the Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund’s performance is

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reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Disciplined LargeCap Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Disciplined LargeCap Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund underperformed its Morningstar category median and its primary benchmark for all periods presented; and (2) the Fund is ranked in the third quintile of its Morningstar category for the most recent calendar quarter and three-year periods, and in the fourth quintile for the year-to-date, one- and five-year periods. In analyzing this performance data, the Board also took into account: (1) Management’s representations that in December 2005, there was a change in portfolio manager; and (2) that the Board approved, at its May 25, 2006 meeting, the merger of ING Disciplined LargeCap Fund with and into ING Fundamental Research Fund and that this merger is expected to occur in January 2007 if approved by the Fund’s shareholders. In considering the fees payable under the Advisory and Sub-Advisory Contracts for the Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Fund, as compared to its Selected Peer Group, including Management’s analysis that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median but below the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Portfolio’s performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Fundamental Research Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Fundamental Research Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund underperformed its Morningstar category median and its primary benchmark for the most recent calendar quarter and year-to-date periods; and (2) the Fund is ranked in the fourth quintile of its Morningstar category for the year-to-date period and in the fifth (lowest) quintile for the most recent calendar quarter.

In analyzing this performance data, the Board took into account: (1) Management’s analysis of underperformance during certain periods, including its representations that stock selection in certain sectors had a negative effect on performance; and (2) the Fund commenced operations on January 2006, and therefore had a limited operating history for purposes of analyzing Fund performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Fundamental Research Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with a breakpoint fee schedule where the asset level necessary to achieve a breakpoint discount had not been reached by the Fund; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of an advisory fee and a 0.10% administration fee) for the Fund is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the

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Fund is below the median and average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board; and (4) the Fund commenced operations on January 2006, and it is reasonable to permit the Fund to establish a longer operating history for purposes of evaluating performance. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING LargeCap Growth Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING LargeCap Growth Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund underperformed its Morningstar category median and its primary benchmark for the most recent calendar quarter, year-to-date, one- and five-year periods, but outperformed both for the three-year period; and (2) the Fund is ranked in the third quintile of its Morningstar category for the three-year period, in the fourth quintile for the most recent calendar quarter and year-to-date periods, and in the fifth (lowest) quintile for the one- and five-year periods.

In analyzing this performance data, the Board also took into account: (1) Management’s analysis regarding the Sub-Adviser’s rationale for its underperformance, including its representations that the Fund’s underperformance for the most recent periods can be attributed primarily to poor sector allocation and stock selection in the technology sector; and (2) Management’s representations that it will continue to monitor the Fund.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING LargeCap Growth Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with a breakpoint fee schedule where the asset level necessary to achieve a breakpoint discount had not been reached by the Fund; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING LargeCap Growth Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is above the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board; and (4) the Fund’s performance is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING MidCap Opportunities Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING MidCap Opportunities Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median and its primary benchmark for the year-to-date and one-year periods, but underperformed for the most recent calendar quarter, three- and five-year periods; and (2) the Fund is ranked in the second quintile of its Morningstar category for the year-to-date and one-year periods, in the third quintile for the most recent calendar quarter and three-year periods, and in the fourth quintile for the five-year period. In analyzing this performance data, the Board also took into consideration Management’s representations that in July 2005 there was a change in portfolio managers, and the performance has improved since this change was implemented.

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In considering the fees payable under the Advisory and Sub-Advisory Contracts for the Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with a breakpoint fee schedule where the asset level necessary to achieve a breakpoint discount had not been reached by the Fund; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that: (1) in January 2005, at the direction of the Board following the 2004 contract renewal process, Management reduced the expense limit for the Fund; and (2) in January 2006, at the direction of the Board following the 2005 contract renewal process, Management further reduced the expense limit for the Fund.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund’s more recent performance has improved, and it is reasonable to permit the Sub-Adviser to continue to manage the Fund to appropriately assess longer-term performance; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Opportunistic LargeCap Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Opportunistic LargeCap Fund, the Board considered that based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median and its primary benchmark for the most recent calendar quarter and year-to-date periods; and (2) the Fund is ranked in the first (highest) quintile of its Morningstar category for the year-to-date period and in the second quintile for the most recent calendar quarter.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Opportunistic LargeCap Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with a breakpoint fee schedule where the asset level necessary to achieve a breakpoint discount had not been reached by the Fund; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Fund, as compared to its Selected Peer Group, including that: (a) the management fee for the Fund (inclusive of the advisory fee and a 0.10% administration fee) is equal to the median and below the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund’s performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING SmallCap Opportunities Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING SmallCap Opportunities Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median for the most recent calendar quarter, year-to-date, one- and three-year periods, but underperformed for the five- and ten-year periods; (2) the Fund outperformed its primary benchmark for the most recent calendar quarter and

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ten-year periods, but underperformed for the year-to-date, one-, three- and five-year periods; and (3) the Fund is ranked in the second quintile of its Morningstar category for the year-to-date and one-year periods, in the third quintile for the most recent calendar quarter and three-year periods, in the fourth quintile for the ten-year period, and in the fifth (lowest) quintile for the five-year period.

In analyzing this performance data, the Board took into account Management’s representations that in July 2005 a new portfolio manager assumed responsibility for the Fund to address the Board’s concerns regarding prior underperformance. The Board also noted Management’s assertion that the Fund’s performance has been reasonable for the year-to-date and one-year periods since this change was implemented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING SmallCap Opportunities Fund, the Board took into account the factors described above and also considered: (1) the economies of scale benefits to the Fund and its shareholders from breakpoint discounts applicable to the Fund’s advisory fees, which result in lower fees at higher asset levels; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) a change in portfolio manager was implemented in July 2005, and it is reasonable to permit the Sub-Adviser to continue to manage the Fund to assess longer-term performance; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Financial Services Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Financial Services Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median for the three-, five-, and ten-year periods and was equal to the performance of the Morningstar category median for the most recent calendar quarter; (2) the Fund underperformed its Morningstar category median for the one-year and year-to-date periods; (3) the Fund outperformed its primary benchmark for the three-, five-, and ten-year periods, except it underperformed for the most recent calendar quarter, year-to-date, and one-year periods; and (4) the Fund is ranked in the first (highest) quintile of its Morningstar category for the ten-year period, in the second quintile for the five-year period, in the third quintile for the most recent calendar quarter, one- and three-year periods, and in the fourth quintile for the year-to-date period.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Financial Services Fund, the Board took into account the factors described above and also considered: (1) the economies of scale benefits to the Fund and its shareholders from breakpoint discounts applicable to the Fund’s advisory fees, which result in lower fees at higher asset levels; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Fund, as compared to its Selected Peer Group, including that: (a) the management fee for the Fund is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund’s performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based

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on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING LargeCap Value Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING LargeCap Value Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median and primary benchmark for the most recent calendar quarter and year-to-date periods, but underperformed both performance measures for the one-year period; and (2) the Fund is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter and year-to-date periods, and is in the fourth quintile for the one-year periods.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING LargeCap Value Fund, the Board took into account the factors described above and also considered: (1) the economies of scale benefits to the Fund and its shareholders from breakpoint discounts applicable to the Fund’s advisory fees, which result in lower fees at higher asset levels; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING LargeCap Value Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is equal to the median and above the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund’s performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING MagnaCap Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING MagnaCap Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median for the most recent calendar quarter and one-year periods, but underperformed for the year-to-date, three-, five-, and ten-year periods; (2) the Fund outperformed its primary benchmark for one-year period, but underperformed for all other periods presented; and (3) the Fund is ranked in the second quintile of its Morningstar category for the one-year period, in the third quintile for the most recent calendar quarter and three-year periods, in the fourth quintile for the year-to-date and ten-year periods, and in the fifth (lowest) quintile for the five-year period. In analyzing this performance data, the Board took into account that, to address the Board’s concerns about long-term performance, in April 2005 a new portfolio manager assumed responsibility for the day-to-day management of the Fund.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING MagnaCap Fund, the Board took into account the factors described above and also considered: (1) the economies of scale benefits to the Fund and its shareholders from breakpoint discounts applicable to the Fund’s advisory fee, which result in lower fees at higher asset levels; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING MagnaCap Fund, as compared to its Selected Peer Group, including that: (a) the management fee for the Fund is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered

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by the Board; (3) a change in portfolio manager was implemented in April 2005, and it is reasonable to permit the Sub-Adviser to continue to manage the Fund to assess longer-term performance; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING MidCap Value Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING MidCap Value Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median for the most recent calendar quarter and year-to-date periods, except it underperformed for the one- and three-year periods; (2) the Fund underperformed its primary benchmark for all periods presented, except it outperformed for the most recent calendar quarter; and (3) the Fund is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter, in the second quintile for the year-to-date period, and in the fifth (lowest) quintile for the one- and three-year periods.

In analyzing this performance data, the Board also took into account: (1) Management’s analysis regarding the reasons for underperformance, including the negative effect of sector allocation; (2) Management’s representations that it was exploring alternatives for improving the Fund’s performance; and (3) Management would continue to monitor, and the Board or the DE IRC would review, the Portfolio’s investment performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING MidCap Value Fund, the Board took into account the factors described above and also considered: (1) the economies of scale benefits to the Fund and its shareholders from breakpoint discounts applicable to the Fund’s advisory fee, which result in lower fees at higher asset levels; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING MidCap Value Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is above the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) taking into account Management’s representations that it will continue to monitor, and was taking steps to improve, the Fund’s performance, such performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING MidCap Value Choice Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING MidCap Value Choice Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median and primary benchmark for all periods presented; and (2) the Fund is ranked in the first (highest) quintile of its Morningstar category for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING MidCap Value Choice Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING MidCap Value Choice Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is equal

150

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

to the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund’s performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING SmallCap Value Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING SmallCap Value Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund underperformed its Morningstar category median for all periods presented, except it outperformed for the most recent calendar quarter; (2) the Fund underperformed its benchmark for all periods presented; and (3) the Fund is ranked in the third quintile of its Morningstar category for the most recent calendar quarter and in the fifth (lowest) quintile for the year-to-date, one-year, and three-year periods.

In analyzing this performance data, the Board also took into account: (1) Management’s analysis regarding the reasons for underperformance, including the negative effect of sector allocation; (2) Management’s representations that it was exploring alternatives for improving the Fund’s performance; and (3) Management would continue to monitor, and the Board or the DE IRC would review, the Portfolio’s investment performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING SmallCap Value Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING SmallCap Value Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is above the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) taking into account Management’s representations that it will continue to monitor, and was taking steps to improve, the Fund’s performance, such performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING SmallCap Value Choice Fund

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING SmallCap Value Choice Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median and primary benchmark for all periods presented; and (2) the Fund is ranked in the first (highest) quintile of its Morningstar category for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING SmallCap Value Choice Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING SmallCap Value Choice Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for

151

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is above the median but below the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund’s performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

152

ING Funds Distributor, LLC offers the funds listed below. Before investing in a fund, shareholders should carefully review the fund’s prospectus. Investors may obtain a copy of a prospectus of any ING Fund by calling (800) 992-0180 or by going to www.ingfunds.com.

Domestic Equity and Income Funds

ING Balanced Fund
ING Growth and Income Fund
ING Real Estate Fund

Domestic Equity Growth Funds

ING 130/30 Fundamental Research Fund
ING Disciplined LargeCap Fund
ING Fundamental Research Fund
ING Growth Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING Opportunistic LargeCap Fund
ING SmallCap Opportunities Fund
ING Small Company Fund

Domestic Equity Index Funds

ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund

Domestic Equity Value Funds

ING Financial Services Fund
ING LargeCap Value Fund
ING MagnaCap Fund
ING MidCap Value Fund
ING SmallCap Value Fund
ING SmallCap Value Choice Fund
ING Value Choice Fund

Fixed-Income Funds

ING GNMA Income Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING National Tax-Exempt Bond Fund

Global Equity Funds

ING Global Equity Dividend Fund
ING Global Natural Resources Fund
ING Global Real Estate Fund
ING Global Science and Technology Fund
ING Global Value Choice Fund

International Equity Funds

ING Emerging Countries Fund
ING Foreign Fund
ING Greater China Fund
ING Index Plus International Equity Fund
ING International Fund
ING International Capital Appreciation Fund
ING International Growth Fund
ING International Real Estate Fund
ING International SmallCap Fund
ING International Value Fund
ING International Value Choice Fund
ING Russia Fund

Global and International Fixed-Income Funds

ING Emerging Markets Fixed Income Fund
ING Global Bond Fund

International Fund-of-Funds

ING Diversified International Fund

Loan Participation Fund

ING Senior Income Fund

Money Market Funds*

ING Aeltus Money Market Fund
ING Classic Money Market Fund

Strategic Allocation Funds

ING Strategic Allocation Conservative Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Moderate Fund

*  An investment in the Funds is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

Investment Adviser

ING Investments, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

Administrator

ING Funds Services, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

Distributor

ING Funds Distributor, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-334-3444

Transfer Agent

DST Systems, Inc.

P.O. Box 419368

Kansas City, Missouri 64141

Custodian

The Bank of New York

One Wall Street

New York, New York 10286

Legal Counsel

Dechert

1775 I Street, N.W.

Washington, D.C. 20006

For more complete information, or to obtain a prospectus on any ING fund, please call your Investment Professional or ING Funds Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully before investing. Consider the fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this information and other information about the fund. Check with your Investment Professional to determine which funds are available for sale within their firm. Not all funds are available for sale at all firms.

PRSAR-UDEABCIMOQ          (1106-011807)

Item 2.  Code of Ethics.

Not required for semi-annual filing.

Item 3.  Audit Committee Financial Expert.

Not required for semi-annual filing.

Item 4.  Principal Accountant Fees and Services.

Not required for semi-annual filing.

Item 5.  Audit Committee Of Listed Registrants.

Not required for semi-annual filing.

Item 6.  Schedule of Investments.

Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-end Management Investment Companies.

Not required for Semi-annual filing.

Item 8.  Purchases of Equity Securities by Closed-end Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 9.  Submission of Matters to a Vote of Security Holders.

The Board has a Nominating Committee (“Committee”) for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Trustee vacancies on the Board. The Committee currently consists of four Trustees of the Board, none of whom are considered “interested persons” of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940. The Committee has adopted a written charter that sets forth the policies and procedures of the Committee. The Committee will accept referrals for potential candidates from Board members, Fund shareholders, legal counsel to the disinterested Trustees or such other sources as the Committee deems appropriate. Shareholders can submit recommendations in writing to the attention of the Chairperson of the Committee at an address to be maintained by Fund management for this purpose. In order for the Committee to consider a potential candidate, the Committee initially must receive at least the following information regarding such person: (1) name; (2) date of birth; (3) education; (4) business, professional or other relevant experience and areas of expertise; (5) current business, professional or other relevant experience and areas of expertise; (6) current business and home addresses and contact information; (7) other board positions or prior experience; and (8) any knowledge and experience relating to investment companies and investment company governance.

Item 10. Controls and Procedures.

(a)

Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

(b)

There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 11. Exhibits.

(a)(1)	The Code of Ethics is not required for the semi-annual filing.
(a)(2)	A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT.
(a)(3)	Not required for semi-annual filing.
(b)	The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): ING Investment Funds, Inc.

By	/s/ Shaun P. Mathews
	Shaun P. Mathews President and Chief Executive Officer
Date:	February 6, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Shaun P. Mathews
	Shaun P. Mathews President and Chief Executive Officer
Date:	February 6, 2007
By	/s/ Todd Modic
	Todd Modic Senior Vice President and Chief Financial Officer
Date:	February 6, 2007

EX-99.CERT
CERTIFICATION

I, Shaun P. Mathews, certify that:

1.	I have reviewed this report on Form N-CSR of ING Investment Funds, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 6, 2007	/s/ Shaun P. Mathews
		Shaun P. Mathews
		President and Chief Executive Officer

EXHIBIT-99.CERT
CERTIFICATION

I, Todd Modic, certify that:

1.	I have reviewed this report on Form N-CSR of ING Investment Funds, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 6, 2007	/s/ Todd Modic
		Todd Modic Senior Vice President and Chief Financial Officer

EXHIBIT 99.906 CERT

Certification

Pursuant to Section 906

of the

Sarbanes-Oxley Act of 2002

Name of Registrant: ING Investment Funds, Inc.

Date of Form N-CSR: November 30, 2006

The undersigned, the principal executive officer of the above named registrant (the “Fund”), hereby certifies that, with respect to the Form N-CSR referred to above, to the best of his knowledge and belief, after reasonable inquiry:

1. such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

A signed original of this written statement required by Section 906 has been provided to ING Investment Funds, Inc. and will be retained by ING Investment Funds, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

IN WITNESS WHEREOF, the undersigned has executed this Certification below, as of this 6th day of February, 2007.

/s/ Shaun P. Mathews
_______________________________________
Shaun P. Mathews
President and Chief Executive Officer

EXHIBIT-99.906CERT

Certification

Pursuant to Section 906
of the
Sarbanes-Oxley Act of 2002

Name of Registrant: ING Investment Funds, Inc.

Date of Form N-CSR: November 30, 2006

     The undersigned, the principal financial officer of the above named registrant (the “Fund”), hereby certifies that, with respect to the Form N-CSR referred to above, to the best of his knowledge and belief, after reasonable inquiry:

     1. such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2. the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

     A signed original of this written statement required by Section 906 has been provided to ING Investment Funds, Inc. and will be retained by ING Investment Funds, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

     IN WITNESS WHEREOF, the undersigned has executed this Certification below, as of this 6^th day of February, 2007.

/s/ Todd Modic

Todd Modic
Senior Vice President and
Chief Financial Officer

ITEM 2.CODE OF ETHICS.

Not required for semi-annual filing.

ITEM 3.AUDIT COMMITTEE FINANCIAL EXPERT.

Not required for semi-annual filing.

ITEM 4.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not required for semi-annual filing.

ITEM 5.AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not required for semi-annual filing.

ITEM 6.SCHEDULE OF INVESTMENTS.

Schedule is included as part of the report to shareholders filed under Item 1 of

this Form.

ITEM 7.DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not required for semi-annual filing.

ITEM 8.PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 9.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Board has a Nominating Committee (“Committee”) for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Trustee vacancies on the Board.  The Committee currently consists of four Trustees of the Board, none of whom are considered “interested persons” of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.  The Committee has adopted a written charter that sets forth the policies and procedures of the Committee.  The Committee will accept referrals for potential candidates from Board members, Fund shareholders, legal counsel to the disinterested Trustees or such other sources as the Committee deems appropriate.  Shareholders can submit recommendations in writing to the attention of the Chairperson of the Committee at an address to be maintained by Fund management for this purpose.  In order for the Committee to consider a potential candidate, the Committee initially must receive at least the following information regarding such person: (1) name; (2) date of birth; (3) education; (4) business, professional or other relevant experience and areas of expertise; (5) current business, professional or other relevant experience and areas of expertise; (6) current business and home addresses and contact information; (7) other board positions or prior experience; and (8) any knowledge and experience relating to investment companies and investment company governance.

earlier than the 90th day prior to such meeting and not later than the close of business on the later of the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of the meeting is first made, by either disclosure in a press release or in a document publicly filed by the Fund with the Securities and Exchange Commission.

ITEM 10.CONTROLS AND PROCEDURES.

(a)Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

(b)There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 11.EXHIBITS.

(a)(1)The Code of Ethics is not required for the semi-annual filing.

(a)(2)A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT.

(a)(3)Not required for semi-annual filing.

(b)The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): ING Equity Trust

By	/s/	Shaun P. Mathews
		Shaun P. Mathews
		President and Chief Executive Officer
Date:	February 6, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/	Shaun P. Mathews
		Shaun P. Mathews
		President and Chief Executive Officer
Date:	February 6, 2007
By	/s/	Todd Modic
		Todd Modic
		Senior Vice President and Chief Financial Officer
Date:	February 6, 2007

EX-99.CERT

EXHIBIT-99.CERT

CERTIFICATION

I, Shaun P. Mathews, certify that:

1.I have reviewed this report on Form N-CSR of ING Equity Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 6, 2007	/s/ Shaun P. Mathews
	Shaun P. Mathews
	President and Chief Executive Officer

CERTIFICATION

I, Todd Modic, certify that:

1.I have reviewed this report on Form N-CSR of ING Equity Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 6, 2007	/s/ Todd Modic
	Todd Modic
	Senior Vice President and Chief Financial Officer

EX-99.906CERT

EXHIBIT-99.906CERT

CERTIFICATION

Pursuant to Section 906

of the

Sarbanes-Oxley Act of 2002

Name of Registrant:             ING Equity Trust

Date of Form N-CSR:           November 30, 2006

The undersigned, the principal executive officer of the above named registrant (the “Fund”), hereby certifies that, with respect to the Form N-CSR referred to above, to the best of his knowledge and belief, after reasonable inquiry:

1.             such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.             the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

A signed original of this written statement required by Section 906 has been provided to ING Equity Trust and will be retained by ING Equity Trust and furnished to the Securities and Exchange Commission or its staff upon request.

IN WITNESS WHEREOF, the undersigned has executed this Certification below, as of this 6th day of February, 2007.

/s/ Shaun P. Mathews

Shaun P. Mathews

President and Chief Executive Officer

CERTIFICATION

Pursuant to Section 906

of the

Sarbanes-Oxley Act of 2002

Name of Registrant:             ING Equity Trust

Date of Form N-CSR:           November 30, 2006

The undersigned, the principal financial officer of the above named registrant (the “Fund”), hereby certifies that, with respect to the Form N-CSR referred to above, to the best of his knowledge and belief, after reasonable inquiry:

1.             such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.             the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

A signed original of this written statement required by Section 906 has been provided to ING Equity Trust and will be retained by ING Equity Trust and furnished to the Securities and Exchange Commission or its staff upon request.

IN WITNESS WHEREOF, the undersigned has executed this Certification below, as of this 6th day of February, 2007.

/s/ Todd Modic

Todd Modic

Senior Vice President and Chief Financial Officer