	OMB APPROVAL
	OMB Number:		3235-0570
	Expires:	August 31, 2011
UNITED STATES	Estimated average burden hours per response. . . . . . . . . . . . . . . . .18.9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-2565

ING Money Market Portfolio
(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:	December 31

Date of reporting period:		January 1, 2009 to June 30, 2009

n ING Opportunistic LargeCap Portfolio (formerly, ING Opportunistic LargeCap Value Portfolio)

n ING BlackRock Science and Technology Opportunities Portfolio (formerly, ING BlackRock Global Science and Technology Portfolio)

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.

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.

A description of the policies and procedures that the Portfolios 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 (800) 992-0180; (2) on the ING Funds' website at www.ingfunds.com; and (3) on the U.S. Securities and Exchange Commission's (the "SEC") website at www.sec.gov. Information regarding how the Portfolios voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the ING Funds' website at www.ingfunds.com and on the SEC's website at www.sec.gov.

The Portfolios 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 Portfolios' Forms N-Q are available on the SEC's website at www.sec.gov. The Portfolios' 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 (800) SEC-0330; and is available upon request from the Portfolios by calling Shareholder Services toll-free at (800) 992-0180.

As we enter the third quarter of 2009, we look forward hopefully to the end of the recession, at least in the United States. While recent economic news can best be characterized as less bad (as opposed to good), there is a chance that recovery could begin sometime in the third quarter.

Could this be the hour before the dawn? The financial markets seem to have factored in expectations of recovery, as evidenced by recent gains. The stock market, as measured by the S&P 500^® Index⁽¹⁾, has advanced into the mid-900 range, a substantial climb from its mid-600s low in early March. The Dow Jones Industrial Average⁽²⁾ recently broke through 9,000 to reach its highest level since January of this year. As investors become less risk-averse, they are shifting back into stocks.

Should you be doing the same? The answer depends on several important factors unique to your situation: your long-term investment goals, your tolerance for risk and your current portfolio allocation. If you made any changes to your portfolio allocation over the past year or so — perhaps in an effort to avoid losses during a time of high uncertainty or to feel more comfortable with your investments — your portfolio now may be out of alignment with your long-term goals. On the other hand, your current portfolio may now be better suited to your tolerance for risk. You may still want to reallocate your portfolio, but you should first rethink your goals in the context of the volatility you are willing to bear. This is particularly important in that the market may continue to experience periods of volatility as economic conditions stabilize and recover.

As always, we encourage you to discuss these matters thoroughly with your financial advisor before making any changes to your portfolio. Thank you for your continued confidence in ING Funds. We look forward to serving your investment needs in the future.

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 disclaim 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. Consider the fund's investment objectives, risks, and charges and expenses carefully before investing. The prospectus contains this information and other information about the fund.

International investing poses special risks including currency fluctuation, economic and political risks not found in investments that are solely domestic.

⁽¹⁾ The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 of the largest companies in the United States.

⁽²⁾ The Dow Jones Industrial Average is a widely followed measurement of the stock market. The average is comprised of 30 stocks that represent leading companies in major industries.

Many were hopeful as the year started that the newly elected U.S. president's promised $1 trillion stimulus package, a federal funds rate now reduced to 0%-0.25%, and record low mortgage rates would help to put a base under slumping economies and markets. But global equities in the form of the MSCI World^® Index,⁽¹⁾ measured in local currencies, including net reinvested dividends ("MSCI" for regions discussed below), soon resumed their slide and by March 9, 2009, the index had dropped nearly 22% for the year to date, to the previous cycle lows of late 2002. Abruptly however, markets recovered, surgi ng by 34%, to record a gain of 4.8% for the six-month period ended June 30, 2009. Markets generally wavered somewhat at the end of the period, as the World Bank raised its estimate for the drop in global gross domestic product ("GDP") for 2009. In currencies, the dollar was initially strong but then fell back, gaining 0.3% on the euro, 5.7% against the yen, but losing 12.4% against the pound.

While credit markets had improved since the dark days of late 2008, most banks had tightened lending standards despite large capital infusions under the Troubled Asset Relief Program ("TARP"). The problem remained the enormous volumes of distressed loans and toxic assets of indeterminate value on bank balance sheets. The Administration soon announced a Public-Private Investment Program to buy these assets up. The Federal Reserve would also expand its purchases of agency mortgage-backed securities and buy up to $300 billion in longer dated Treasuries to push mortgage interest rates lower. Another $750 billion beyond TARP would be made available. A $75 billion plan would cut mortgage payments for struggling homeowners. Much of this was set out in the president's first budget, which projected a $1.75 trillion deficit!

While policy initiatives helped on balance, the reasons for the collective resurgence of equities after March 9, 2009 are hard to pin down. Troubled Citigroup's claim on March 10 that the year 2009 had been profitable so far was one catalyst. More generally, the economic reports from which markets seemed to be taking heart were only improving weakly and erratically. Nonetheless they were soon being referred to as "green shoots".

In housing, the Standard & Poor's ("S&P")/Case-Shiller National U.S. Home Price Index⁽²⁾ of house prices in 20 cities sank a record 19% year-over-year in January. But from there the declines moderated to 18.1% in the most recent report. By the end of June 2009, sales of existing homes had risen for two months and the proportion of distressed sales was down to about one-third, from nearly half earlier in the year.

A flimsier (but welcome) green shoot emerged in the final employment report, where May payrolls fell by the smallest number in eight months, even as the rate increased to 9.4%, a 25-year record. The fall in the 2009 first quarter GDP was revised down to 5.5% annualized, having first been reported near the 2008 fourth quarter's decades high 6.3%.

Consumer demand was weak, evidenced by the largest annual drop in the consumer price index, 1.3%, since 1950. But the government's stimulus plan boosted incomes by 1.4% in May 2009, sending the savings rate to 6.9%, the most in 15 years. Still, retail sales were reported higher, the first increase in three months.

U.S. fixed income markets at first sight had an undistinguished first half. The Barclays Capital U.S. Aggregate Bond Index⁽³⁾ of investment grade bonds returned 1.90%. But within this figure improved risk appetite propelled the index of investment grade corporate bonds to an 8.32% gain amid surging new issuances. Conversely, the Treasury index lost 4.30%, weighed by concerns about massive government borrowing, and the excess yield on 10-year Treasuries over 2-year issues briefly reached a record 275 basis points ("bp"). The star performers however, were high yield bonds, represented by the Barclays Capital High Yield Bond-2 % Issuer Constrained Index⁽⁴⁾, which returned a remarkable 30.92%. By contrast, the yield on the 90-day Treasury Bills remained in the range of 6bp to 31bp throughout the period.

U.S. equities, represented by the S&P 500^® Index,⁽⁵⁾ including dividends, returned 3.2% in the first six months of 2009. As with stock markets generally, March 9, 2009, marked the low point for the index, closing at September 1996 levels. Profits for S&P 500^® Index companies would be certain to suffer their eighth straight quarter of decline, but from March 9, 2009, investors only had eyes for green shoots and from there the market returned 36.9%, led by the financials component which soared 93.1%. The index broke through its 200-day moving average on June 1, 2009, but then drifted back, finally returning the last of the month's gains on June 30, 2009, as a reading of consumer confidence disappointed.

In international markets, the MSCI Japan^® Index⁽⁶⁾ rose 9.2% for the six months through June 30, 2009. The slump in exports stabilized during the period and despite two consecutive quarterly falls in GDP of 3.8%,

there were hopes that stimulus packages in China and in Japan itself would speed a recovery. The MSCI Europe ex UK^® Index⁽⁷⁾ added 3.8%. Despite a bigger than expected drop in GDP of 2.5% in the first quarter and the first annual decline in consumer prices for 48 years, confidence proved resilient. The European Central Bank cut rates to 1% and finally embarked on a program to lend unlimited amounts to banks for one year at this interest rate. The MSCI UK^® Index⁽⁸⁾ lost 1.3%. The Bank of England reduced rates three times, to 0.5%, the lowest since it w as founded in 1694, as the UK suffered the largest annual fall in GDP, 4.9%, since records began in 1948.

⁽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 S&P/Case-Shiller National U.S. Home Price Index tracks the value of single-family housing within the United States. The index is a composite of single-family home price indices for the nine U.S. Census divisions and is calculated quarterly.

⁽³⁾ The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽⁴⁾ The Barclays Capital High Yield Bond — 2% Issuer Constrained Composite Index is an unmanaged index that measures the performance of non-investment grade fixed-income securities.

⁽⁵⁾ The S&P 500^® Index is an unmanaged index tha.t measures the performance of securities of approximately 500 of the largest companies in the United States.

⁽⁶⁾The MSCI Japan^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.

⁽⁷⁾ The MSCI Europe ex UK^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.

⁽⁸⁾ The MSCI UK^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in the UK.

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 Portfolios' 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 ING's Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.

As a shareholder of a Portfolio, you incur two types of costs: (1) transaction costs, including redemption fees and exchange fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Portfolio expenses. These Examples are intended to help you understand your ongoing costs (in dollars) of investing in a Portfolio 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 January 1, 2009 to June 30, 2009. The Portfolios' expenses are shown without the imposition of any charges which are, or may be, imposed under your annuity contract. Expenses would have been higher if such charges were included.

The first section of the table shown, "Actual Portfolio 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 Period" to estimate the expenses you paid on your account during this period.

The second section of the table shown, "Hypothetical (5% return before expenses)," provides information about hypothetical account values and hypothetical expenses based on a Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not a Portfolio'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 a Portfolio and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual 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 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 mutual funds. In addition, if these transactional costs were included, your costs would have been higher.

* Expenses are equal to each Portfolio's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half-year.

⁽¹⁾ Commencement of operations was February 27, 2009. Expenses paid for the Actual Portfolio Return reflect the 124 day period ended June 30, 2009.

STATEMENTS OF ASSETS AND LIABILITIES AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

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

⁽¹⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and does not reflect the effect of insurance contract charges. Total return for periods less than one year is not annualized.

⁽³⁾ Expense ratios reflect operating expenses of a Portfolio. Expenses before reductions do not reflect amounts reimbursed by the Investment Adviser and/or Distributor or reductions from brokerage commission recapture arrangements or other expense offset arrangements and do not represent the amount paid by a Portfolio during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or Distributor but prior to reductions from brokerage commission recapture arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by a Portfolio. Net investment income (loss) is net of all such additions or reductions.

⁽⁵⁾ Class S was fully redeemed on December 16, 2003 and recommenced operations on July 20, 2005.

^• Calculated using average number of shares outstanding throughout the period.

^† Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.005% impact on the expense ratio and net investment income or loss ratio (Note 4).

^(c) In 2005, the Investment Adviser fully reimbursed the Portfolio for a loss incurred from a transaction not meeting a Portfolio's investment's guidelines. There was no impact on total return.

^(d) NAV and per share amounts have been restated to reflect the stock split that occurred on October 7, 2008. Effective October 7, 2008, the Portfolio converted to a stable share price of $1.00 per share. In connection with this change, the Portfolio utilized a stock split and distributed additional shares to its shareholders (adjustment factor: 12.926 shares to 1 share) such that each shareholder's proportionate interest and aggregate value of investment in the Portfolio remained the same.

Organization. The ING Variable Product Funds are comprised of ING Balanced Portfolio, Inc., ING Variable Funds, ING Variable Portfolios, Inc., ING Intermediate Bond Portfolio, and ING Money Market Portfolio (collectively, "Registrants"), all of which are open-end investment management companies registered under the Investment Company Act of 1940, as amended ("1940 Act" or "Act").

ING Balanced Portfolio, Inc. is a company incorporated under the laws of Maryland on December 14, 1988 with one portfolio, ING Balanced Portfolio ("Balanced"). ING Variable Funds is a business trust formed under the laws of Massachusetts on January 25, 1984 with one portfolio, ING Growth and Income Portfolio ("Growth and Income"). ING Variable Portfolios, Inc. is a company incorporated under the laws of Maryland on June 4, 1996 and has nineteen separate active portfolios. The four portfolios that are in this report are: ING Opportunistic LargeCap Growth Portfolio ("Opportunistic LargeCap Growth"), ING Small Company Portfolio ("Small Company"), ING Opportunistic LargeCap Portfolio ("Opportunistic LargeCap"), formerly ING Opportunistic LargeCap Value Portfolio and ING BlackRock Science and Technology Opportunities Portfolio ("Science and Technology Opportunities"), formerly ING BlackRock Global Science and Technology Portfolio. ING Intermediat e Bond Portfolio is a business trust formed under the laws of Massachusetts on January 25, 1984 with one portfolio, ING Intermediate Bond Portfolio ("Intermediate Bond"). ING Money Market Portfolio is a business trust formed under the laws of Massachusetts on January 25, 1984 with one portfolio, ING Money Market Portfolio ("Money Market"). Prior to May 1, 2009, Balanced, Growth and Income, Small Company, Intermediate Bond and Money Market contained the "VP" prefix in their name. Each of the portfolios is a "Portfolio" and collectively, they are the "Portfolios".

• Balanced seeks to maximize investment return consistent with reasonable safety of principal, by investing in a diversified portfolio of one or more of the following asset classes: stocks, bonds, and cash equivalents based on the judgment of the Portfolio's management, of which of those sectors or mix thereof offers the best investment prospects;

• Growth and Income seeks to maximize total return through investments in a diversified portfolio of common stocks and securities convertible into common stock;

• Opportunistic LargeCap Growth seeks growth of capital through investment in a diversified portfolio consisting primarily of common stocks and securities convertible into common stock believed to offer growth potential;

• Small Company seeks growth of capital primarily through investment in a diversified portfolio of common stocks and securities of companies with smaller market capitalizations;

• Opportunistic LargeCap seeks growth of capital primarily through investment in a diversified portfolio of common stocks;

• Intermediate Bond seeks to maximize total return consistent with reasonable risk;

• Money Market seeks to provide high current return, consistent with preservation of capital and liquidity, through investment in high-quality money market investments while maintaining a stable share price of $1.00⁽¹⁾; and

⁽¹⁾ Effective October 7, 2008, Money Market seeks to maintain a stable share price of $1.00 per share. In connection with this change, the Portfolio utilized a stock split and distributed additional shares to its shareholders such that each shareholder's proportionate interest and aggregate value of investment in the Portfolio remained the same.

Each Portfolio offers Class I and Class S shares. Each Portfolio, except Money Market, offers Adviser ("ADV") Class shares. Each Portfolio, except, Opportunistic LargeCap Growth, Opportunistic LargeCap and Money Market, offers Service 2 Class (Class "S2") shares. The four classes differ principally in applicable distribution and service fees. Shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Portfolios and earn income and realized gains/losses from the Portfolio pro rata based on the average daily net assets of each class, without discrimination between share classes. Common expenses of the Portfolios (including custodial asset-based fees, legal and audit fees, printing and mailing expenses, transfer agency out-of-pocket expenses, and fees and expenses of the independent directors/trustees) are allocated to each Portfolio in proportion to its average net assets. Expenses directly attributable to a particular Portfolio (including advisory, administration, custodial transaction-based, registration, other professional, distribution and/or service fees, certain taxes, and offering costs) are charged directly to that Portfolio. Differences in per share dividend rates generally result from differences in separate class expenses, including distribution and shareholder service fees, if applicable.

Shares of the Portfolios may be offered to separate accounts of insurance companies as investment options under variable annuity contracts and variable life insurance policies. Shares may also be offered to qualified pension and retirement plans outside the variable contract and to certain investment advisers and their affiliates. Class I shares may be made available to other investment companies, including series of the companies under fund-of-funds arrangements.

Participating insurance companies and other designated organizations are authorized to receive purchase orders on each Portfolio's behalf.

ING Investments, LLC ("ING Investments'' or the "Investment Adviser"), an Arizona limited liability company, serves as the investment adviser to the Portfolios. ING Investments has engaged ING Investment Management Co. ("ING IM''), a Connecticut corporation, to serve as the sub-adviser to each Portfolio, with the exception of Science and Technology Opportunities. ING Funds Distributor, LLC ("IFD" or the "Distributor") is the principal underwriter of the Portfolios. ING Investments, ING IM and IFD are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services.

On October 19, 2008, ING Groep announced that it reached an agreement with the Dutch government to strengthen its capital position. ING Groep issued non-voting core Tier-1 securities for a total consideration of EUR 10 billion to the Dutch State. The transaction boosts ING Bank's core Tier-1 ratio, strengthens the insurance balance sheet and reduces ING Groep's Debt/Equity ratio.

The following significant accounting policies are consistently followed by the Portfolios 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 are 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 are valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities acquired with more than 60 days to maturity are fair valued using matrix pricing methods determined by an independent pricing servi ce which takes into consideration such factors as yields, maturities, liquidity, ratings and traded prices in similar or identical securities. Securities for which valuations are not readily available from an independent pricing service may be valued by brokers which use prices provided by market makers or estimates of fair market value obtained from yield data relating to investments or securities with similar characteristics. 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. Investments in open-end mutual funds are valued at net asset value.

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 defined in the 1940 Act, and as determined in good faith by or under the supervision of the Portfolios' Board of Directors/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 Portfolio calculates its net asset value ("NAV") may also be valued at their fair values as defined by the 1940 Act, and as determined in good faith by or under the supervision of the 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, considerat ion 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 Portfolios 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 its price on the principal

foreign exchange where it trades as of the time a Portfolio determines its NAV or if the foreign exchange closes prior to the time a Portfolio 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 Portfolio's NAV may not take place contemporaneously with the determination of the prices of securities held by a Portfolio in foreign securities markets. Further, the value of a Portfolio's assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of a Portfolio. In calculating a Portfolio'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 Portfolio closes but before the time that a Portfolio'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 Portfolio determines its NAV. In such a case, a Portfolio will use the fair value of such securities as determined under a Portfolio's valuation procedures. Events after the close of trading on a foreign market that could require a Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 valu ations are determined in good faith to be more accurate. Unless an event is such that it causes a Portfolio to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time a Portfolio 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 a Portfolio's NAV. Investments in securities maturing in 60 days or less from date of acquisition are valued at amortized cost which approximates market value.

Money Market uses the amortized cost method to value its portfolio securities, which approximates market value. The amortized cost method involves valuing a security at its cost and amortizing any discount or premium over the period until maturity, regardless of the impact of fluctuating interest rates or the market value of the security.

Effective for fiscal years beginning after November 15, 2007, Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 157, "Fair Value Measurements", establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Portfolios is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as "Level 1", inputs other than quoted prices for an asset or liability that are observable are classified as "Level 2" and unobservable inputs, including the sub-adviser's judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as "Level 3". The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those secur ities. A table summarizing each Portfolio's investments under these levels of classification is included following the Portfolios of Investments. For the six months ended June 30, 2009, there have been no significant changes to the fair valuation methodologies.

Effective for fiscal years and interim periods ending after November 15, 2008, the FASB issued

FASB Staff Position ("FSP") No. FAS 133-1 and FASB Interpretation Number ("FIN") 45-4, "Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161." The amendments to FAS 133 require enhanced disclosure regarding credit derivatives sold, including (1) the nature and terms of the credit derivative, reasons for entering into the credit derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment/performance risk of the credit derivative, (2) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (3) the fair value of the credit derivative, and (4) the nature of any recourse provisions and assets held either as collateral or by third parties. The ame ndments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. All changes to accounting policies have been made in accordance with the FSP and incorporated for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 ("SFAS No. 161"), "Disclosure about Derivative Instruments and Hedging Activities." This new accounting statement requires enhanced disclosures about an entity's derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity invests in derivatives, (b) how derivatives are accounted for under SFAS No. 133, and (c) how derivatives affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments. All changes to disclosures have been made in accordance with SFAS 161 and have been incorporated for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

On April 9, 2009, the FASB issued FASB Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly ("FSP 157-4"). FSP 157-4 requires enhanced disclosures about the inputs and valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. In addition, the three-level hierarchy disclosure and the level three roll-forward disclosure are to be expanded for each major category of equity and debt securities. There was no change to the financial position of the Portfolios and the results of their operations due to the adoption of FSP 157-4 and all disclosures have been made for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

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 Portfolios. Premium amortization and discount accretion are determined by the effective yield method.

C. Foreign Currency Translation. The books and records of the Portfolios 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 Portfolios 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 Statements 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 taxes recorded on a Portfolio'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 be less liquid and prices more volatile than those of comparable U.S. companies and U.S. government securities.

D. Risk Exposures and the use of Derivative Instruments. The Portfolios' investment objectives permit the Portfolios to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, a Portfolio will employ strategies in differing combinations to permit it to increase or decrease the level of risk, or change the level or types of exposure to market risk factors. This may allow a Portfolio to pursue its objectives more quickly, and efficiently than if it were to make direct purchases or sales of securities capable of affecting a similar response to market factors.

Market Risk Factors. In pursuit of its investment objectives, a Portfolio may seek to use derivatives to increase or decrease its exposure to the following market risk factors:

Credit Risk. Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Risks of Investing in Derivatives. A Portfolio's use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where a Portfolio is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by a Portfolio, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

The use of these strategies involves certain special risks, including a possible imperfect correlation, or even no correlation, between price movements of derivative instruments and price movements of related investments. While some strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in related investments or otherwise, due to the possible inability of a Portfolio to purchase or sell a portfolio security at a time that otherwise would be favorable or the possible need to sell a portfolio security at a disadvantageous time because the Portfolio is required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments. Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and a Portfolio. Associated risks are not the risks that a Portfolio is attempting to increase or decrease exposure to, per their investment objectives, but are the additional risks from investing in derivatives. Examples of

these associated risks are liquidity risk, which is the risk that a Portfolio will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to a Portfolio. Associated risks can be different for each type of derivative and are discussed by each derivative type in the following notes.

Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to a Portfolio. Each Portfolio's derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. A Portfolio intends to enter into financial transactions with counterparties that they believe to be creditworthy at the time of the transaction. To reduce this risk, a Portfolio has entered into master netting arrangements, established within the Portfolios' International Swap and Derivatives Association, Inc. ("ISDA") Master Agreements. These agreements are with select counterparties and they govern transactions, including certain over-the counter derivative and foreign exchange contracts, entered into by a Portfolio and the counterpar ty. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral, and events of default or termination. The occurrence of a specified event of termination may give a counterparty the right to terminate all of its contracts and affect settlement of all outstanding transactions under the applicable ISDA Master Agreement.

A Portfolio may also enter into collateral agreements with certain counterparties to further mitigate counterparty risk on swaps, OTC derivatives and forward foreign currency contracts. Subject to established minimum levels, collateral is generally determined based on the net aggregate unrealized gain or loss on contracts with a certain counterparty. Collateral pledged to a Portfolio is held in a segregated account by a third-party agent and can be in the form of cash or debt securities issued by the U.S. government or related agencies. At June 30, 2009, Intermediate Bond has pledged $1,130,000 in collateral to various counterparties. The collateral is being held by a third-party agent and is not reflected on the Statement of Assets and Liabilities.

E. Forward Foreign Currency Transactions and Futures Contracts. Certain Portfolios 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. When entering into a forward foreign currency contract, a Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. A Portfolio either enters into these transactions on a spot basis at the spot rate prevailing in th e foreign currency exchange market or uses 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 June 30, 2009, Science and Technology Opportunities has entered into forward foreign currency contracts with the obligation to buy and sell specified foreign currencies in the future at a currently negotiated forward rate in order to increase or decrease exposure to foreign exchange rate risk. The Portfolio uses forward foreign currency contracts to enhance potential gain, hedge against anticipated currency exchange rates, gain exposure to foreign currencies and to maintain diversity and liquidity of the portfolio.

For the six months ended June 30, 2009, the total amount of all open forward foreign currency contracts as presented following the Portfolio of Investments is indicative of the volume of this derivative type.

Each Portfolio, with the exception of Money Market, may enter into futures contracts involving foreign currency, interest rates, securities and security indices. A futures contract is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. A Portfolio may buy and sell futures contracts. Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when each Portfolio's assets are valued.

Upon entering into a futures contract, a Portfolio is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by a Portfolio each day. The variation margin

payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses. Open futures contracts are reported on a table following each Portfolio's Portfolio of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are footnoted in the Portfolio of Investments. Cash collateral held by the broker to cover initial margin requirements on open futures contracts are noted in the Statements of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statements of Operations. Realized gains (losses) are reported in the Statements of Operations at the closing or expiration of futures contracts.

Futures contracts are exposed to the market risk factor of the underlying financial instrument. During the six months ended June 30, 2009, Balanced, Growth and Income, and Intermediate Bond have purchased futures contracts on various equity indexes to increase exposure to equity risk. Balanced and Intermediate Bond also purchased futures contracts on various bonds and notes to increase exposure to interest rate risk. In addition, Balanced and Intermediate Bond sold futures contracts on various bonds and notes to decrease exposure to interest rate risk. Additional associated risks of entering into futures contracts include the possibility that there may be an illiquid market where a Portfolio is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of a Portfolio's securities. For the six months ended June 30, 2009, the total amount of all open futures contracts as presented following each Portfolio of Investments is indicative of the volume of this derivative type.

F. Distributions to Shareholders. The Portfolios record distributions to their shareholders on the ex-dividend date. Balanced, Opportunistic LargeCap Growth, Small Company, Opportunistic LargeCap and Science and Technology Opportunities declare and pay dividends annually. Growth and Income and Intermediate Bond, declare and pay dividends semi-annually. Money Market declares dividends daily and pays dividends, if any, monthly. Each Portfolio distributes capital gains, if any, annually. The Portfolios 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 i ncome tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies.

G. Federal Income Taxes. It is the policy of the Portfolios 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. Management has considered the sustainability of each Portfolio's tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired.

H. 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.

I. Repurchase Agreements. Each Portfolio 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 Portfolio 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, be ing invested by the Portfolio. 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 the Portfolio in the event the Portfolio is delayed or prevented from exercising its right to dispose of the collateral, and it might incur disposition costs in liquidating the collateral.

J. Securities Lending. Each Portfolio has the option to temporarily loan up to 33¹/₃% 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, a Portfolio has the right to use collateral to offset losses incurred. There would be potential loss to a Portfolio in the event a Por tfolio is delayed or prevented from exercising its right to dispose of the collateral. A Portfolio 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 Portfolio.

K. Illiquid and Restricted Securities. Each Portfolio may not invest more than 15% (10% for Money Market) 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 Portfolios to sell them promptly at an acceptable price. The Portfolios may also 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 may not be publicly sold without registration under the 1933 Act. Certain restricted securities may be considered liquid pursu ant to guidelines approved 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, as defined by the Act, determined under procedures approved by the Board.

L. When-Issued and Delayed-Delivery Transactions. Each Portfolio may purchase or sell securities on a when-issued or forward commitment basis. 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 the 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 Portfolios are required to hold liquid assets as collateral with the Portfolios' custodian sufficient to cover the purchase price.

M. Mortgage Dollar Roll Transactions. Each Portfolio, except Opportunistic LargeCap Growth and Small Company, 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 Portfolio 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 p ools of mortgages with different prepayment histories. The Portfolios account for dollar roll transactions as purchases and sales.

N. Swap Agreements. Certain Portfolios may enter into swap agreements. A swap is an agreement between two parties pursuant to which each party agrees to make one or more payments to the other at specified future intervals based on the return of an asset (such as a stock, bond or currency) or non-asset reference (such as an interest rate or index). The swap agreement will specify the "notional" amount of the asset or non-asset reference to which the contract relates. Subsequent changes in market value, if any, are calculated based upon changes in the performance of the asset or non-asset reference multiplied by the notional value of the contract. A Portfolio may enter into credit default, interest rate, total return and currency swaps to manage its exposure to credit, currency and in terest rate risk. All outstanding swap agreements are reported following each Portfolio's Portfolio of Investments.

Swaps are marked to market daily using quotations primarily from third party pricing services, counterparties or brokers. The value of the swap contract is recorded on each Portfolio's Statements of Assets or Liabilities. During the term of the swap, changes in the value of the swap, if any, are recorded as unrealized gains or losses on the Statements of Operations. Upfront payments paid or received by a Portfolio when entering into the agreements are reported on the Statements of Assets and Liabilities and as a component of the changes in unrealized gains or losses on the Statements of Operations. These upfront payments represent the amounts paid or received when initially entering into the swap agreement to compensate for differences between the stated

terms of the swap agreement and the prevailing market conditions. The upfront payments are included as a component in the realized gains or losses on each Portfolio's Statement of Operations upon termination or maturity of the swap. A Portfolio also records net periodic payments paid or received on the swap contract as a realized gain or loss on the Statements of Operations.

Entering into swap agreements involves the risk that the maximum potential loss of an investment exceeds the current value of the investment as reported on each Portfolio's Statements of Assets and Liabilities. Other risks involve the possibility that the counterparty to the agreements may default on its obligation to perform, that there will be no liquid market for these investments and that unfavorable changes in the market will have a negative impact on the value of the index or securities underlying the respective swap agreement.

Credit Default Swap Contracts. A credit default swap is a bilateral agreement between counterparties in which the buyer of the protection agrees to make a stream of periodic payments to the seller of protection in exchange for the right to receive a specified return in the event of a default or other credit event for a referenced entity, obligation or index. As a seller of protection on credit default swaps, a Portfolio will generally receive from the buyer a fixed payment stream based on the notional amount of the swap contract. This fixed payment stream will continue until the swap contract expires or a defined credit event occurs.

A Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. As a seller of protection in a credit default swap, a Portfolio may execute these contracts to manage its exposure to the market or certain sectors of the market. Certain Portfolios may also enter into credit default swaps to speculate on changes in an issuer's credit quality, to take advantage of perceived spread advantages, or to offset an existing short equivalent (i.e. buying protection on an equivalent reference entity).

Certain Portfolios may sell credit default swaps which expose these Portfolios to the risk of loss from credit risk- related events specified in the contract. Although contract specific, credit events are generally defined as bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default or repudiation/moratorium. If a Portfolio is a seller of protection, and a credit event occurs, as defined under the terms of that particular swap agreement, a Portfolio will generally either (i) pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations, or underlying securities comprising a referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or unde rlying securities comprising a referenced index. If a Portfolio is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Portfolio will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are assumed by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calcula te the settlement value.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues are disclosed in each Portfolio's Portfolio of Investment and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swaps on asset-backed securities or credit indices, the quoted market prices and resulting market values serve as the indicator of the current status of the payment/performance risk. Wider credit spreads and increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity's credit so undness and a greater likelihood

or risk of default or other credit event occurring as defined under the terms of the agreement.

The maximum amount of future payments (undiscounted) that a Portfolio as seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of June 30, 2009, for which a Portfolio is seller of protection are disclosed in each Portfolio's Portfolio of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreements, or net amounts received from the settlement of buy protection credit default swap agreements entered into by a Portfolio for the same referenced entity or entities.

For the six months ended June 30, 2009, both Balanced and Intermediate Bond have purchased credit protection through credit default swaps to decrease exposure to the credit risk of individual securities and to hedge against anticipated potential credit events.

For the six months ended June 30, 2009, both Balanced and Intermediate Bond have sold credit protection through credit default swaps to gain exposure to the credit risk of individual securities that are either unavailable or considered to be less attractive in the bond market.

Balanced and Intermediate Bond invest in derivatives only if the expected risks and rewards are consistent with their investment objectives, and overall risk profile as described in the accompanying Notes to Financial Statements. For the six months ended June 30, 2009, the total notional amount of all open swap positions as presented following each Portfolio of Investments is indicative of the volume of this derivative type.

O. Indemnifications. In the normal course of business, the Registrants may enter into contracts that provide certain indemnifications. The Registrants' maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolios and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.

For the six months ended June 30, 2009, the cost of purchases and the proceeds from the sales of securities, excluding short-term and U.S. government securities, were as follows:

The Portfolios entered into investment management agreements ("Investment Management Agreements") with 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 Portfolio, at the following annual rates:

The Investment Adviser entered into sub-advisory agreements with ING IM. ING IM acts as sub-adviser to all Portfolios except for Science and Technology Opportunities. Subject to such policies as the Board or the Investment Adviser may determine, ING IM manages the Portfolios' assets in accordance with the Portfolios' investment objectives, policies, and limitations.

BlackRock Advisors, LLC ("BlackRock"), serves as Sub-Adviser to Science and Technology Opportunities pursuant to a Sub-Advisory Agreement, effective February 2, 2007, between the Investment Adviser and BlackRock.

ING Portfolios are permitted to invest end-of-day cash balances into ING Institutional Prime Money Market

Fund. Investment management fees paid by the Portfolios will be reduced by an amount equal to the management fees paid indirectly to ING Institutional Prime Money Market Fund with respect to assets invested by the Portfolios. For the six months ended June 30, 2009, the Investment Adviser for Balanced, Growth and Income, Opportunistic LargeCap Growth, Small Company, Opportunistic LargeCap and Intermediate Bond waived $7,538, $18,781, $212, $4,733, $167, and $42,972 of such management fees, respectively. These fees are not subject to recoupment.

Pursuant to administration agreements, ING Funds Services, LLC ("IFS"), an indirect, wholly-owned subsidiary of ING Groep, acts as administrator and provides certain administrative and shareholder services necessary for Portfolio operations and is responsible for the supervision of other service providers.

IFS is entitled to receive from each Portfolio a fee at an annual rate of 0.055% on the first $5 billion of daily net assets and 0.03% thereafter.

In placing equity security transactions, each sub-adviser is required to use its best efforts to choose a broker capable of providing brokerage services necessary to obtain the best execution for each transaction. Subject to this requirement, each sub-adviser may allocate equity security transactions through certain designated broker-dealers. Some of these broker-dealers participate in commission recapture programs that have been established for the benefit of the Portfolios. Under these programs, the participating broker-dealers will return to a Portfolio a portion of the brokerage commissions (in the form of a credit to a Portfolio) paid to the broker-dealers to pay certain expenses of a Portfolio. These commission recapture payments benefit the Portfolios and not the sub-adviser. Any amount credited to a Portfolio is recognized as brokerage commission recapture in the Statements of Operations.

ADV Class and Class S2 shares of the respective Portfolios are subject to a Shareholder Service and Distribution Plan (the "Plan"). Under the Plan, the Distributor is paid an annual shareholder service fee at the rate of 0.25% and an annual distribution fee at the rate of 0.25% of the average daily net assets attributable to its ADV Class and Class S2 shares. The Distributor has contractually agreed to waive a portion of its fee equal to 0.10% of the average daily net assets attributable to the distribution fee paid by Class S2 of the Portfolios, so that the actual fee paid by a Portfolio is an annual rate of 0.15%. The expense waiver will continue through at least May 1, 2010.

Class S shares of the Portfolios have adopted Distribution Plans pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans"), whereby the Distributor is compensated by each Portfolio for expenses incurred in the distribution of each Portfolio's shares ("Distribution Fees"). Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month to compensate for expenses incurred in the distribution and promotion of each Portfolio'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, Class S shares of the Portfolios pay the Distributor a fee calculated at an annual rate of 0.25% of average daily net assets.

At June 30, 2009, the Portfolios had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 4 and 5):

The Registrants have adopted a Deferred Compensation Plan (the "Policy"), which allows eligible non-affiliated directors as described in the Policy to defer the receipt of all or a portion of the directors' fees payable. Deferred fees are invested in various funds advised by ING Investments until distribution in accordance with the Policy.

At June 30, 2009, the following ING Portfolios or indirect, wholly owned subsidiaries of ING Groep owned more than 5% of the following Portfolios:

ING Life Insurance and Annuity Company — Balanced (91.40%); Growth and Income (9.40%); Opportunistic

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES (continued)

LargeCap Growth (91.40%); Small Company (41.00%); Opportunistic LargeCap Value (83.80%); Intermediate Bond (32.50%); Money Market (98.10%); and Science and Technology Opportunities (33.10%)

ING USA Annuity and Life Insurance Company — Growth and Income (84.80%); Small Company (10.00%); Opportunistic LargeCap (13.10%); Intermediate Bond (40.30%); and Science and Technology Opportunities (63.90%)

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. The 1940 Act defines affiliates as companies that are under common control. Therefore, because the Portfolios have a common owner that owns over 25% of the outstanding securities of the Portfolios, they may be deemed to be affiliates of each other. Investment activities of these shareholders could have a material impact on the Portfolios.

ING Investments entered into written expense limitation agreements ("Expense Limitation Agreements") with each of the following Portfolios whereby the Investment Adviser has agreed to limit expenses, excluding interest expense, taxes, brokerage commissions and extraordinary expenses (and acquired fund fees and expenses) to the levels listed below:

The Investment Adviser may at a later date recoup from a Portfolio management fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Portfolio'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 Statements of Operations. Amounts payable by the Investment Manager are reflected on the accompanying Statements of Assets and Liabilities for each Portfolio.

As of June 30, 2009, the amount of waived and reimbursed fees that are subject to recoupment by the Investment Adviser, and the related expiration dates are as follows:

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

The Portfolios, in addition to certain other portfolios 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 Mellon for an aggregate amount of $100,000,000. The proceeds may be used to: (1) temporarily finance the purchase or sale of securities; and (2) finance the redemption of shares of an investor in the Portfolios to which the loan is made. The Portfolios to which the line of credit is available pay a commitment fee equal to 0.125% per annum on the daily unused portion of the committed line amount.

Generally, borrowings under the Credit Agreement accrue interest at the federal funds rate plus a specified margin. Repayments generally must be made within 60 days after the date of a revolving credit advance. The following Portfolios utilized the line of credit during the six months ended June 30, 2009:

⁽¹⁾ At June 30, 2009, Intermediate Bond had an outstanding balance of $2,430,000.

Pursuant to guidelines adopted by the Board, the following securities have been deemed to be illiquid. Each Portfolio currently limits investment in illiquid securities to 15% (10% for Money Market) of the Portfolio's net assets, at market value, at time of purchase.

Under an agreement with The Bank of New York Mellon ("BNY"), the Portfolios can lend their securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. government securities. The collateral is 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. The market value of the loaned securities is determined at the close of business of the Portfolios at their last sale price or official closing price on the principal exchange or system on which they are traded and any additional collateral is delivered to the Portfolios on the next business day. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the "Agreement"). The Portfolios bear the risk of loss with respect to the investment of collateral. Currently, the cash collateral is invested in the Bank of New Yo rk Mellon Corp. Institutional Cash Reserves Fund ("BICR Fund"). BNY serves as investment manager, custodian and operational trustee of the BICR Fund. As of June 30, 2009, and throughout the period covered by this report, the BICR Fund held certain defaulted securities that had market values significantly below amortized cost. The Portfolios agreed to the terms of capital support extended by The Bank of New York Mellon Corporation ("BNYC"), an affiliated company of BNY, for the certain defaulted securities held by the BICR Fund. BNYC will support the value of these securities up to a certain amount and subject, in part, to the Portfolios' continued lending of securities. The recorded value of each Portfolio's investment in the BICR Fund includes the value of the underlying securities held by the BICR Fund and the estimated value of the support to be provided by BNYC. The investment in the BICR Fund is included in the Portfolio of Investments under Securities Lending Collateral and the unrealized loss on such investment is included in Net Unrealized Depreciation on the Statements of Assets and Liabilities.

Generally, in the event of counterparty default, the Portfolios 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 Portfolios in the event the Portfolios are delayed or prevented from exercising their right to dispose of the collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Portfolio. At June 30, 2009, the following Portfolios had securities on loan with the following market values:

* Cash collateral received was invested in the BICR Fund, the fair value of which is presented in the respective Portfolio's Portfolio of Investments.

Concentration (Science and Technology Opportunities). The Portfolio 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, the Portfolio may be subject to greater market fluctuation than a portfolio which has securities representing a broader range of investment alternatives.

Foreign Securities (All Portfolios). Investments in foreign securities may entail risks not present in domestic investments. Since securities in which the Portfolios may invest are denominated in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolios. Foreign investments may also subject the Portfolios to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, as well as changes vis-a-vis the U.S. dollar from movements in currency, and changes in security value and interest rate, all of which could affect the market and/or credit risk of the Portfolios' investments.

Emerging Markets Investments (Intermediate Bond and Science and Technology Opportunities). Because of less developed markets and economies and, in some countries, less mature governments and governmental institutions, the risks of investing in foreign securities can be intensified in the case of investments in issuers domiciled or doing substantial business in emerging market countries.

Derivatives (All Portfolios except Opportunistic LargeCap and Money Market). Generally, derivatives can be characterized as financial instruments whose performance is derived, at least in part, from the performance of an underlying asset or assets. Some derivatives are sophisticated instruments that typically

involve a small investment of cash relative to the magnitude of risks assumed. These may include swap agreements, options, forwards and futures. Derivative securities are subject to market risk which could be significant for those that have a leveraging effect. Derivatives are also subject to credit risks related to the counterparty's ability to perform and any deterioration in the counterparty's creditworthiness could adversely affect the instrument. In addition, derivatives and their underlying securities may experience periods of illiquidity which could cause a Portfolio to hold a security it might otherwise sell or could force the sale of a security at inopportune times or for prices that do not reflect current market value. A risk of using derivatives is that a Portfolio's adviser or sub-adviser might imperfectly judge the market's direction.

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

During the year ended December 31, 2008, Lehman Brothers Holdings, Inc. (LBHI) and certain of its affiliates sought protection under the insolvency laws of their jurisdictions of organization, including the United States, the United Kingdom and Japan. During that period, Balanced and Intermediate Bond had outstanding securities trades with counterparties affiliated with LBHI. As a result of these events, LBHI's affiliates were unable to fulfill their commitments and, in certain cases, Balanced and Intermediate Bond terminated their trades and related agreements with the relevant entities and, where appropriate, are in the process of initiating claims for damages. Management has determined that the financial impact to the Portfolios relating to these events is immaterial.

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 return of capital.

Dividends paid by the Portfolios 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:

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 December 31, 2008 were:

* Utilization of these capital losses is subject to annual limitations under Section 382 of the Internal Revenue Code. Amounts and years of expiration may be adjusted to reflect future gain/loss activity to comply with the limitation rules.

The Portfolios' major tax jurisdictions are federal, Arizona, and Massachusetts. The earliest tax year that remains subject to examination by these jurisdictions is 2004.

As of June 30, 2009, no provisions for income tax would be required in the Portfolios' financial statements as a result of tax positions taken on federal income tax returns for open tax years. The Portfolios' federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.

On September 8, 2008, Growth and Income, as listed below ("Acquiring Portfolio"), acquired the assets and certain liabilities of ING Capital Guardian U.S. Equities Portfolio, also listed below ("Acquired Portfolio"), in a tax-free reorganization in exchange for shares of the Acquiring Portfolio, pursuant to a plan of reorganization approved by the Acquired Portfolio's shareholders. The number and value of shares issued by the Acquiring Portfolio are presented in Note 9 — Capital Shares. Net assets and unrealized depreciation as of the reorganization date were as follows:

On April 28, 2008, Science and Technology Opportunities and Intermediate Bond, as listed below ("Acquiring Portfolios"), acquired the assets and certain liabilities of ING Global Technology Portfolio and ING Lord Abbett U.S. Government Securities Portfolio, also listed below ("Acquired Portfolios"), respectively, in a tax-free reorganization in exchange for shares of each Acquiring Portfolio, pursuant to a plan of reorganization approved by each Acquired

Portfolio's shareholders. The number and value of shares issued by each Acquiring Portfolio are presented in Note 9 — Capital Shares. Net assets and unrealized depreciation as of the reorganization date were as follows:

The net assets of Science and Technology Opportunities and Intermediate Bond after the acquisitions were $211,067,879 and $3,606,015,157, respectively.

As discussed in earlier supplements that were previously filed with the SEC, ING agreed with the Portfolios to indemnify and hold harmless the Portfolios 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 U.S. Securities and Exchange Commission in connection with investigations related to mutual funds and variable insurance products. In December 2008, ING settled its indemnification commitments by making payments to the affected Portfolios. In connection with the settlement, ING paid $2,198 to Growth and Income, and $22,573 to Opportunistic LargeCap.

On December 12, 2003, Aeltus Investment Management, Inc. (now known as ING Investment Management Co.)( "IIM" ) received a copy of a complaint (the "Complaint") filed in the United States Bankruptcy Court for the Southern District of New York in the matter of Enron Corp. v. Mass Mutual Life Insurance Co., et al. Among other defendants named in the Complaint are defendants ING VP Balanced Portfolio Inc. and ING VP Bond Portfolio (the "Subject Portfolios"). As of August 6, 2004, the ING VP Bond Portfolio changed its name to the ING VP Intermediate Bond Portfolio. As of May 1, 2009, the ING VP Intermediate Bond Portfolio and the ING VP Balanced Portfolio changed their names to ING Intermediate Bond Portfolio and ING Balanced Portfolio, respectively. The Complaint alleges that Enron Corp. ("Enron") transf erred to the defendants, including the Subject Portfolios, over $1 billion in the aggregate for the purpose of prepaying certain commercial paper issued by Enron (the "Notes") and held by the defendants prior to the filing by Enron for bankruptcy protection under Chapter 11 of Title 11 of the Bankruptcy Code (the "Bankruptcy Code").

The Complaint seeks to recover from the defendants including the Subject Portfolios, these transfers under the alternative but interrelated bankruptcy theories of preferential transfer and fraudulent conveyance. Although the Complaint does not specify the amount of each transfer in dispute, it appears that the sale of ING VP Balanced Portfolio, Inc. of $23,181,757 of the Notes on or about October 29, 2001, and the sale by ING VP Bond Portfolio of $24,963,125 of the Notes on or about October 29, 2001 are in dispute. The Complaint seeks to require the Subject Portfolios to repay to Enron the full amount of these transfers, in which event the Subject Portfolios would be granted unsecured claims against the Enron bankruptcy estate in the amounts of the repayments. If Enron proves up the elements of preferential transfer and/or fraudulent conveyance, these are strict liability theories of recovery.

The Subject Portfolios are part of a defense group of similarly-situated defendants. Along with those and other defendants, the Subject Portfolios moved to dismiss all counts of the Complaint, contending, among other things, that section 546(e) of the Bankruptcy Code provides a complete defense.

The bankruptcy court denied the motion on July 1, 2005. Accordingly, the Subject Portfolios filed an answer to the Complaint on July 29, 2005. The Subject Portfolios moved for leave to pursue an immediate appeal (the "Appeal") of the bankruptcy court's decision to the district court.

On April 4, 2006, the Securities and Exchange Commission filed a memorandum in support of the

Subject Portfolio's motion for leave with the U.S. District Court. In addition, the U.S. Attorney's office, on behalf of the United States of America and the Department of Treasury as well as the Federal Reserve Board has each filed statements of interest in support of the Appeal.

On January 25, 2008, the United States District Court of Southern New York denied the motion for leave to appeal the bankruptcy court's denial of the Subject Portfolios' motion to dismiss. The court found there were questions of fact that still needed to be resolved.

On April 29, 2008, IIM and the Funds joined a plenary motion for summary judgment filed by Goldman Sachs. In addition, a separate brief was filed on behalf of IIM asserting the defenses unique to the investment advisor defendants; that they were merely conduits. On April 7, 2009, the court heard oral arguments on the motions for summary judgment. The SEC intervened in the action and argued in favor of the defendants on the grounds that a decision against ING Funds would have a negative impact on the financial markets.

On June 29, 2009, the court ruled on the motion for summary judgment and held that the pre-payments made were not protected from avoidance by section 546(e) of the Bankruptcy Code and denied the summary judgment to the Funds; however, the court did grant the summary judgment to dismiss IIM. As a result the Funds will be bearing the full cost of the continuing litigation. Management is discussing next steps with bankruptcy counsel and Fund counsel. Currently, the most promising approach appears to be an appeal or a trial in the district court.

Dividends. Subsequent to June 30, 2009, the following Portfolios declared dividends of:

The Board approved a proposal to reorganize Opportunistic LargeCap Growth into Opportunistic LargeCap. Shareholder approval was obtained and the reorganization closed on August 7, 2009.

The Portfolios have evaluated events occurring after the balance sheet date (subsequent events) through August 26, 2009, the date the financial statements were available to be issued, to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. Other than the above, no such subsequent events were identified.

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

# Securities with purchases pursuant to Rule 144A or section 4(2), under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, these securities have been determined to be liquid under the guidelines established by the Funds' Board of Directors/Trustees.

## On September 7, 2008, the Federal Housing Finance Agency placed the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation into conservatorship and the U.S. Treasury guaranteed the debt issued by those organizations.

S All or a portion of this security is segregated to cover collateral requirements for applicable futures, options, swaps, foreign forward currency contracts and/or when-issued or delayed-delivery securities.

L Loaned security, a portion or all of the security is on loan at June 30, 2009.

X Fair value determined by ING Funds Valuation Committee appointed by the Funds' Board of Directors/Trustees.

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

The following is a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) for the period ended June 30, 2009:

For the period ended June 30, 2009, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $(345,582). Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

"Fair value" for purposes of SFAS 157 is different from "fair value" as used in the 1940 Act. The former generally implies market value, and can include market quotations as a source of value, and the latter refers to determinations of value in absence of available market quotations.

* See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

** For further breakdown of Common Stock by industry type, please refer to the Portfolio of Investments.

*** Other financial instruments may include open forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at period end. Swaps and written options are reported at their market value at period end.

ING Balanced Portfolio Credit Default Swap Agreements Outstanding on June 30, 2009:

Credit Default Swaps on Corporate and Sovereign Issues — Buy Protection⁽¹⁾

Credit Default Swaps on Corporate and Sovereign Issues — Sell Protection⁽⁴⁾

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

* In the event of a default, if this bond is no longer available an equivalent bond will be delivered.

(1) If a Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either 1.) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or 2.) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(2) The maximum amount of future payments (undiscounted) that a Fund as seller of protection could be required to make or receive as a buyer of credit protection under a credit default swap agreement would be an amount equal to the notional amount of the agreement.

(3) The market values for credit default swap agreements serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. Increasing market values, in absolute terms, when compared to the notional amount of the agreement, represent a deterioration of the referenced obligation's credit soundness and a greater likelihood or risk of default or other credit event occurring.

(4) If the Fund is a seller of protection, and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will generally either 1.) Pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations, or underlying securities comprising a referenced index or 2.) Pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising a referenced index.

(5) Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues are disclosed in the table above and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swaps on asset-backed securities or credit indices, the quoted market prices and resulting market values serve as the indicator of the current status of the payment/performance risk. Wider credit spreads and increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity's credit soundness an d a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

A summary of derivative instruments by primary risk exposure is outlined in the following tables.

The effect of derivative instruments on the Portfolio's Statement of Operations for the six months ended June 30, 2009 was as follows:

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

PORTFOLIO OF INVESTMENTS
ING GROWTH AND INCOME PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED)

PORTFOLIO OF INVESTMENTS
ING GROWTH AND INCOME PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

L Loaned security, a portion or all of the security is on loan at June 30, 2009.

X Fair value determined by ING Funds Valuation Committee appointed by the Funds' Board of Directors/Trustees.

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

PORTFOLIO OF INVESTMENTS
ING GROWTH AND INCOME PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

The following is a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) for the period ended June 30, 2009:

For the period ended June 30, 2009, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $3. Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

* See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

** Other financial instruments may include open forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at period end. Swaps and written options are reported at their market value at period end.

ING OPPORTUNISTIC LARGECAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED)

ING OPPORTUNISTIC LARGECAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

L Loaned security, a portion or all of the security is on loan at June 30, 2009.

ING OPPORTUNISTIC LARGECAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

* See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

** For further breakdown of Common Stock by industry type, please refer to the Portfolio of Investments.

PORTFOLIO OF INVESTMENTS
ING SMALL COMPANY PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED)

PORTFOLIO OF INVESTMENTS
ING SMALL COMPANY PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

L Loaned security, a portion or all of the security is on loan at June 30, 2009.

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

* See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

** For further breakdown of Common Stock by industry type, please refer to the Portfolio of Investments.

ING OPPORTUNISTIC PORTFOLIO OF INVESTMENTS
LARGECAP PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED)

ING OPPORTUNISTIC PORTFOLIO OF INVESTMENTS
LARGECAP PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

L Loaned security, a portion or all of the security is on loan at June 30, 2009.

ING OPPORTUNISTIC PORTFOLIO OF INVESTMENTS
LARGECAP PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

* See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

** For further breakdown of Common Stock by industry type, please refer to the Portfolio of Investments.

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED)

Investment Type Allocation
as of June 30, 2009
(as a percent of net assets)
* Includes short-term investments related to commercial paper, ING Institutional Prime Money Market Fund — Class I, securities lending collateral and U.S. Treasury Bill.
Portfolio holdings are subject to change daily.

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

L Loaned security, a portion or all of the security is on loan at June 30, 2009.

X Fair value determined by ING Funds Valuation Committee appointed by the Funds' Board of Directors/Trustees.

^ Interest only securities represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. Principal amount shown represents the notional amount on which current interest is calculated. Payments of principal on the pool reduce the value of the interest only security.

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

The following is a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) for the period ended June 30, 2009:

For the period ended June 30, 2009, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $4,795,538. Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

* See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

ING Intermediate Bond Portfolio Credit Default Swap Agreements Outstanding on June 30, 2009:

Credit Default Swaps on Corporate and Sovereign Issues — Buy Protection⁽¹⁾

Credit Default Swaps on Corporate and Sovereign Issues — Sell Protection⁽⁴⁾

* In the event of a default, if this bond is no longer available an equivalent bond will be delivered.

(1) If a Fund is a buyer of protection and a credit event occurs, as defined under the terms of that paticular swap agreement, a Fund will either 1.) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or 2.) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

A summary of derivative instruments by primary risk exposure is outlined in the following tables.

The effect of derivative instruments on the Portfolio's Statement of Operations for the six months ended June 30, 2009 was as follows:

PORTFOLIO OF INVESTMENTS
ING MONEY MARKET PORTFOLIO⁽¹⁾ AS OF JUNE 30, 2009 (UNAUDITED)

PORTFOLIO OF INVESTMENTS
ING MONEY MARKET PORTFOLIO⁽¹⁾ AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

(1) All securities with a maturity date of greater than 13 months have either a variable rate, a demand feature, prerefunded, optional or mandatory put resulting in a maturity of one year or less. Rate shown reflects current rate.

# Securities with purchases pursuant to Rule144A or section 4(2), under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, these securities have been determined to be liquid under the guidelines established by the Funds' Board of Directors/Trustees.

L Loaned security, a portion or all of the security is on loan at June 30, 2009.

* Cost for federal income tax purposes is the same as for
financial statement purposes.

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

* See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

ING BLACKROCK SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY OPPORTUNITIES PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED)

ING BLACKROCK SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY OPPORTUNITIES PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

L Loaned security, a portion or all of the security is on loan at June 30, 2009.

ING BLACKROCK SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY OPPORTUNITIES PORTFOLIO AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

"Fair value" for purposes of SFAS 157 is different from "fair value" as used in the 1940 Act. The former generally implies market value,

and can include market quotations as a source of value, and the latter refers to determinations of value in absence of available market quotations.

* See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

+ The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a significant portion of the Portfolio's investments are categorized as Level 2 investments.

At June 30, 2009 the following forward foreign currency contracts were outstanding for the ING BlackRock Science and Technology Opportunities Portfolio:

For the six months ended June 30, 2009, net realized gain (loss) on forward foreign currency contracts and the net change in unrealized gain (loss) on forward foreign currency contracts can be found on the Portfolio's Statement of Operations. For additional information on the reason(s) why the Portfolio may enter into forward foreign currency contracts and the risks associated with these contracts, please refer to NOTE 2 in the accompanying Notes to Financial Statements.

ING Funds Services, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

ING Funds Distributor, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

PNC Global Investment Servicing (U.S.) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809

Before investing, carefully consider the investment objectives, risks, charges and expenses of the variable annuity contract and the underlying variable investment options. This and other information is contained in the prospectus for the variable annuity contract and the underlying variable investment options. Obtain these prospectuses from your agent/registered representative and read them carefully before investing.

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 applicable.

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Board has a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The Committee currently consists of all Independent Trustees of the Board (6 individuals). The Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of the Nominating Committee is to consider and present to the Board the candidates it proposes for nomination to fill vacancies on the Board. In evaluating candidates, the Nominating Committee may consider a variety of factors, but it has not at this time set any specific minimum qualifications that must be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination.

The Nominating Committee is willing to consider nominations received from shareholders and shall assess shareholder nominees in the same manner as it reviews its own nominees. A shareholder nominee for director should be submitted in writing to the Fund’s Secretary. Any such shareholder nomination should include at a minimum the following information as to each individual proposed for nomination as trustee: such individual’s written consent to be named in the proxy statement as a nominee (if nominated) and to serve as a trustee (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of trustees, or is otherwise required, in each case under applicable federal securities laws, rules and regulations.

The Secretary shall submit all nominations received in a timely manner to the Nominating Committee. To be timely, any such submission must be delivered to the Fund’s Secretary not 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 11.

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 12.

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 Money Market Portfolio


By	/s/		Shaun P. Mathews
			Shaun P. Mathews
			President and Chief Executive Officer

Date:		September 3, 2009

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:		September 3, 2009


By	/s/		Todd Modic
			Todd Modic
			Senior Vice President and Chief Financial Officer


Date:		September 3, 2009

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING Balanced Portfolio	Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2009*		Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2009*
Class ADV	$	1,000.00	$	1,022.20		1.13	%	$	5.67	$	1,000.00	$	1,019.19		1.13	%	$	5.66
Class I		1,000.00		1,021.50		0.63			3.16		1,000.00		1,021.67		0.63			3.16
Class S		1,000.00		1,020.40		0.88			4.41		1,000.00		1,020.43		0.88			4.41
Class S2⁽¹⁾		1,000.00		1,166.60		1.03			3.79		1,000.00		1,019.69		1.03			5.16
ING Growth and Income Portfolio
Class ADV	$	1,000.00	$	1,072.50		1.11	%	$	5.70	$	1,000.00	$	1,019.29		1.11	%	$	5.56
Class I		1,000.00		1,074.80		0.61			3.14		1,000.00		1,021.77		0.61			3.06
Class S		1,000.00		1,074.00		0.86			4.42		1,000.00		1,020.53		0.86			4.31
Class S2⁽¹⁾		1,000.00		1,271.90		1.01			3.90		1,000.00		1,019.79		1.01			5.06
ING Opportunistic LargeCap Growth Portfolio
Class ADV	$	1,000.00	$	1,077.90		1.22	%	$	6.29	$	1,000.00	$	1,018.74		1.22	%	$	6.11
Class I		1,000.00		1,079.30		0.72			3.71		1,000.00		1,021.22		0.72			3.61
Class S		1,000.00		1,078.20		0.97			5.00		1,000.00		1,019.98		0.97			4.86

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING Small Company Portfolio	Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2009*		Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2009*
Class ADV	$	1,000.00	$	1,027.00		1.36	%	$	6.84	$	1,000.00	$	1,018.05		1.36	%	$	6.80
Class I		1,000.00		1,029.40		0.86			4.33		1,000.00		1,020.53		0.86			4.31
Class S		1,000.00		1,028.90		1.11			5.58		1,000.00		1,019.29		1.11			5.56
Class S2⁽¹⁾		1,000.00		1,283.10		1.26			4.89		1,000.00		1,018.55		1.26			6.31
ING Opportunistic LargeCap Portfolio
Class ADV	$	1,000.00	$	945.90		1.22	%	$	5.89	$	1,000.00	$	1,018.74		1.22	%	$	6.11
Class I		1,000.00		946.00		0.72			3.47		1,000.00		1,021.22		0.72			3.61
Class S		1,000.00		944.90		0.97			4.68		1,000.00		1,019.98		0.97			4.86
ING Intermediate Bond Portfolio
Class ADV	$	1,000.00	$	1,015.30		1.01	%	$	5.05	$	1,000.00	$	1,019.79		1.01	%	$	5.06
Class I		1,000.00		1,021.30		0.51			2.56		1,000.00		1,022.27		0.51			2.56
Class S		1,000.00		1,020.60		0.76			3.81		1,000.00		1,021.03		0.76			3.81
Class S2⁽¹⁾		1,000.00		1,048.70		0.91			3.17		1,000.00		1,020.28		0.91			4.56
ING Money Market Portfolio
Class I	$	1,000.00	$	1,002.00		0.36	%	$	1.79	$	1,000.00	$	1,023.01		0.36	%	$	1.81
ING BlackRock Science and Technology Opportunities Portfolio
Class ADV	$	1,000.00	$	1,184.60		1.56	%	$	8.45	$	1,000.00	$	1,017.06		1.56	%	$	7.80
Class I		1,000.00		1,189.00		1.06			5.75		1,000.00		1,019.54		1.06			5.31
Class S		1,000.00		1,187.70		1.31			7.11		1,000.00		1,018.30		1.31			6.56
Class S2⁽¹⁾		1,000.00		1,282.40		1.46			5.66		1,000.00		1,017.55		1.46			7.30

	ING Balanced Portfolio			ING Growth and Income Portfolio			ING Opportunistic LargeCap Growth Portfolio			ING Small Company Portfolio
ASSETS:
Investments in securities at value+*	$	585,328,098		$	2,003,790,848		$	67,921,139		$	500,370,826
Short-term investments**		48,806,335			28,476,975			1,798,322			31,278,815
Short-term investments in affiliates***		17,914,000			35,788,000			188,000			2,651,000
Cash		29,980,470			692,981			361			346
Cash collateral for futures		3,195,034			—			—			—
Foreign currencies at value****		196,427			120,926			—			—
Receivables:
Investment securities sold		18,803,234			—			1,474,655			13,523,329
Investment securities sold on a delayed-delivery or when-issued basis		41,988,857			—			—			—
Fund shares sold		84,467			131,785			19,678			1,118,017
Dividends and interest		1,928,012			2,132,439			77,386			620,624
Upfront payments made on swap agreements		260,842			—			—			—
Unrealized appreciation on swap agreements		201,318			—			—			—
Prepaid expenses		11,395			37,386			1,319			8,237
Total assets		748,698,489			2,071,171,340			71,480,860			549,571,194
LIABILITIES:
Payable for investment securities purchased		19,273,729			5,018,095			1,033,039			9,003,728
Payable for investment securities purchased on a delayed-delivery or when-issued basis		90,646,811			—			—			—
Payable for fund shares redeemed		468,311			1,314,063			31,836			234,316
Payable upon receipt of securities loaned		49,131,766			28,561,378			1,833,148			31,619,673
Payable for terminated investment contracts (Note 12)		716,432			—			—			—
Upfront payments received on swap agreements		293,772			—			—			—
Unrealized depreciation on swap agreements		497,723			—			—			—
Payable to affiliates		269,781			991,676			39,009			355,914
Payable for directors fees		14,425			18,449			6,788			1,450
Other accrued expenses and liabilities		88,416			266,013			33,990			63,459
Total liabilities		161,401,166			36,169,674			2,977,810			41,278,540
NET ASSETS	$	587,297,323		$	2,035,001,666		$	68,503,050		$	508,292,654
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	854,937,511		$	4,634,494,770		$	258,144,637		$	675,074,215
Undistributed net investment income		4,475,309			14,914,555			204,542			1,637,284
Accumulated net realized loss on investments, foreign currency related transactions, futures, and swaps		(261,031,403	)		(2,717,496,663	)		(191,627,074	)		(161,911,042	)
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		(11,084,094	)		103,089,004			1,780,945			(6,507,803	)
NET ASSETS	$	587,297,323		$	2,035,001,666		$	68,503,050		$	508,292,654
+ Including securities loaned at value	$	48,022,737		$	27,102,777		$	1,757,806		$	30,577,132
* Cost of investments in securities	$	595,608,301		$	1,900,617,561		$	66,105,368		$	506,537,771
** Cost of short-term investments	$	49,131,766		$	28,561,378		$	1,833,148		$	31,619,673
*** Cost of short-term investments in affiliates	$	17,914,000		$	35,788,000		$	188,000		$	2,651,000
**** Cost of foreign currencies	$	164,779		$	119,755		$	—		$	—

	ING Balanced Portfolio		ING Growth and Income Portfolio		ING Opportunistic LargeCap Growth Portfolio		ING Small Company Portfolio
Class ADV:
Net assets	$	611	$	659,889	$	647,434	$	3,184
Shares authorized		500,000,000		unlimited		100,000,000		100,000,000
Par value	$	0.001	$	1.000	$	0.001	$	0.001
Shares outstanding		68		40,923		86,692		270
Net asset value and redemption price per share	$	8.95	$	16.13	$	7.47	$	11.81
Class I:
Net assets	$	580,828,964	$	1,749,938,410	$	60,245,466	$	455,089,322
Shares authorized		500,000,000		unlimited		100,000,000		100,000,000
Par value	$	0.001	$	1.000	$	0.001	$	0.001
Shares outstanding		65,007,808		107,783,192		8,074,693		38,048,137
Net asset value and redemption price per share	$	8.93	$	16.24	$	7.46	$	11.96
Class S:
Net assets	$	6,464,416	$	284,399,553	$	7,610,150	$	53,196,326
Shares authorized		500,000,000		unlimited		100,000,000		100,000,000
Par value	$	0.001	$	1.000	$	0.001	$	0.001
Shares outstanding		726,855		17,657,362		1,026,632		4,497,760
Net asset value and redemption price per share	$	8.89	$	16.11	$	7.41	$	11.83
Class S2:
Net assets	$	3,332	$	3,814		n/a	$	3,822
Shares authorized		500,000,000		unlimited		n/a		100,000,000
Par value	$	0.001	$	1.000		n/a	$	0.001
Shares outstanding		376		236		n/a		324
Net asset value and redemption price per share	$	8.85	$	16.14		n/a	$	11.81

	ING Opportunistic LargeCap Portfolio			ING Intermediate Bond Portfolio			ING Money Market Portfolio			ING BlackRock Science and Technology Opportunities Portfolio
ASSETS:
Investments in securities at value+*	$	75,026,930		$	3,121,365,722		$	—		$	214,549,077
Short-term investments**		1,103,446			641,131,157			927,609			7,236,530
Short-term investments in affiliates***		634,000			76,799,000			—			—
Short-term investments at amortized cost		—			189,218,692			1,340,248,341			—
Repurchase agreement		—			—			161,412,000			—
Cash		191			4,754,319			2,219			4,686,072
Cash collateral for futures		—			31,258,668			—			—
Foreign currencies at value****		—			2,125,390			—			1,176,005
Receivables:
Investment securities sold		2,203,797			226,610,357			95,881,450			3,295,174
Investment securities sold on a delayed-delivery or when-issued basis		—			385,456,692			—			—
Fund shares sold		75,359			9,632,485			16,502			723
Dividends and interest		91,194			19,603,699			1,293,241			38,862
Unrealized appreciation on forward foreign currency contracts		—			—			—			2,975
Upfront payments made on swap agreements		—			3,487,455			—			—
Unrealized appreciation on swap agreements		—			2,481,358			—			—
Prepaid expenses		1,589			58,138			36,311			2,831
Reimbursement due from manager		—			—			—			8,391
Total assets		79,136,506			4,713,983,132			1,599,817,673			230,996,640
LIABILITIES:
Payable for investment securities purchased		1,824,499			245,578,998			—			4,788,492
Payable for investment securities purchased on a delayed-delivery or when-issued basis		—			1,086,283,616			—			—
Payable for fund shares redeemed		28			1,538,332			15,047,988			821,341
Payable upon receipt of securities loaned		1,148,804			533,761,298			1,077,010			7,315,890
Payable for terminated investment contracts (Note 12)		—			2,597,084			—			—
Unrealized depreciation on forward foreign currency contracts		—			—			—			70,251
Upfront payments received on swap agreements		—			3,902,356			—			—
Unrealized depreciation on swap agreements		—			6,401,442			—			—
Payable to affiliates		43,596			1,283,071			404,320			208,835
Payable for directors fees		4,294			1,760			—			874
Payable for borrowings against line of credit		—			2,430,000			—			—
Other accrued expenses and liabilities		25,375			144,590			17,417			44,265
Total liabilities		3,046,596			1,883,922,547			16,546,946			13,249,948
NET ASSETS	$	76,089,910		$	2,830,060,585		$	1,583,270,938		$	217,746,692
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	130,390,460		$	3,375,104,788		$	1,584,783,463		$	278,603,239
Undistributed net investment income		841,960			21,783,562			775			465,885
Accumulated net realized loss on investments, foreign currency related transactions, futures, and swaps		(55,615,531	)		(416,212,208	)		(1,363,899	)		(55,600,037	)
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		473,021			(150,615,557	)		(149,401	)		(5,722,395	)
NET ASSETS	$	76,089,910		$	2,830,060,585		$	1,583,270,938		$	217,746,692
+ Including securities loaned at value	$	1,108,732		$	522,237,271		$	1,058,427		$	6,919,949
* Cost of investments in securities	$	74,508,551		$	3,264,711,291		$	—		$	220,134,510
** Cost of short-term investments	$	1,148,804		$	642,921,804		$	1,077,010		$	7,315,890
*** Cost of short-term investments in affiliates	$	634,000		$	76,799,000		$	—		$	—
**** Cost of foreign currencies	$	—		$	1,791,710		$	—		$	1,167,250

President's Letter					1

Market Perspective					2

Shareholder Expense Examples					4

Statements of Assets and Liabilities					6

Statements of Operations					10

Statements of Changes in Net Assets					12

Financial Highlights					16

Notes to Financial Statements					20

Portfolios of Investments					39

	ING Balanced Portfolio						ING Growth and Income Portfolio
	Six Months Ended June 30, 2009			Year Ended December 31, 2008			Six Months Ended June 30, 2009			Year Ended December 31, 2008
FROM OPERATIONS:
Net investment income	$	7,877,923		$	25,162,629		$	14,914,555		$	39,466,367
Net realized loss on investments, foreign currency related transactions, futures, swaps, and payments by affiliates		(105,151,524	)		(151,906,752	)		(168,937,918	)		(673,802,804	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		109,092,351			(137,938,086	)		295,570,101			(515,276,248	)
Increase (decrease) in net assets resulting from operations		11,818,750			(264,682,209	)		141,546,738			(1,149,612,685	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(24	)		(24	)		—			(11,483	)
Class I		(27,220,392	)		(30,852,412	)		—			(33,754,627	)
Class S		(283,520	)		(281,504	)		—			(5,751,055	)
Class S2		(162	)		—			—			—
Net realized gains:
Class ADV		—			(81	)		—			—
Class I		—			(79,796,689	)		—			—
Class S		—			(795,569	)		—			—
Total distributions		(27,504,098	)		(111,726,279	)		—			(39,517,165	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		15,136,420			5,172,233			127,090,772			347,174,111
Proceeds from shares issued in merger (Note 14)		—			—			—			353,711,801
Reinvestment of distributions		27,503,912			111,726,174			—			39,492,686
		42,640,332			116,898,407			127,090,772			740,378,598
Cost of shares redeemed		(49,157,260	)		(187,770,892	)		(146,663,775	)		(460,715,815	)
Net increase (decrease) in net assets resulting from capital share transactions		(6,516,928	)		(70,872,485	)		(19,573,003	)		279,662,783
Net increase (decrease) in net assets		(22,202,276	)		(447,280,973	)		121,973,735			(909,467,067	)
NET ASSETS:
Beginning of period		609,499,599			1,056,780,572			1,913,027,931			2,822,494,998
End of period	$	587,297,323		$	609,499,599		$	2,035,001,666		$	1,913,027,931
Undistributed net investment income at end of period	$	4,475,309		$	24,101,484		$	14,914,555		$	—

	ING Opportunistic LargeCap Growth Portfolio						ING Small Company Portfolio
	Six Months Ended June 30, 2009			Year Ended December 31, 2008			Six Months Ended June 30, 2009			Year Ended December 31, 2008
FROM OPERATIONS:
Net investment income	$	205,567		$	426,592		$	1,566,265		$	3,896,021
Net realized loss on investments		(9,219,278	)		(42,958,725	)		(87,746,890	)		(73,348,618	)
Net change in unrealized appreciation or depreciation on investments		13,978,982			(18,373,805	)		109,508,803			(127,986,885	)
Increase (decrease) in net assets resulting from operations		4,965,271			(60,905,938	)		23,328,178			(197,439,482	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		—			—			(21	)		—
Class I		(404,193	)		(749,873	)		(3,140,359	)		(5,835,407	)
Class S		(18,353	)		(45,652	)		(330,410	)		(24,190	)
Class S2		—			—			(26	)		—
Net realized gains:
Class I		—			—			—			(73,864,230	)
Class S		—			—			—			(384,889	)
Total distributions		(422,546	)		(795,525	)		(3,470,816	)		(80,108,716	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		2,572,736			5,106,219			76,638,436			213,494,928
Reinvestment of distributions		422,546			795,525			3,470,816			80,108,716
		2,995,282			5,901,744			80,109,252			293,603,644
Cost of shares redeemed		(6,070,728	)		(36,759,935	)		(57,068,076	)		(157,042,784	)
Net increase (decrease) in net assets resulting from capital share transactions		(3,075,446	)		(30,858,191	)		23,041,176			136,560,860
Net increase (decrease) in net assets		1,467,279			(92,559,654	)		42,898,538			(140,987,338	)
NET ASSETS:
Beginning of period		67,035,771			159,595,425			465,394,116			606,381,454
End of period	$	68,503,050		$	67,035,771		$	508,292,654		$	465,394,116
Undistributed net investment income at end of period	$	204,542		$	421,521		$	1,637,284		$	3,541,835

	ING Opportunistic LargeCap Portfolio						ING Intermediate Bond Portfolio
	Six Months Ended June 30, 2009			Year Ended December 31, 2008			Six Months Ended June 30, 2009			Year Ended December 31, 2008
FROM OPERATIONS:
Net investment income	$	843,075		$	2,635,604		$	56,989,354		$	171,309,481
Net realized loss on investments, foreign currency related transactions, futures, swaps, and payments by affiliates		(24,649,629	)		(29,961,978	)		(283,158,200	)		(95,627,508	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		18,781,901			(25,565,739	)		278,606,975			(382,926,910	)
Increase (decrease) in net assets resulting from operations		(5,024,653	)		(52,892,113	)		52,438,129			(307,244,937	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(13	)		(11	)		—			(47	)
Class I		(2,288,544	)		(2,288,554	)		(7,992,679	)		(118,136,444	)
Class S		(323,400	)		(316,610	)		(2,661,647	)		(72,938,302	)
Class S2		—			—			(15	)		—
Net realized gains:
Class ADV		—			(140	)		—			(23	)
Class I		—			(17,966,905	)		—			(47,870,738	)
Class S		—			(3,013,623	)		—			(29,295,110	)
Total distributions		(2,611,957	)		(23,585,843	)		(10,654,341	)		(268,240,664	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		992,305			1,563,145			236,021,862			1,096,749,148
Proceeds from shares issued in merger (Note 14)		—			—			—			48,015,614
Reinvestment of distributions		2,611,944			23,585,688			10,652,225			268,200,908
		3,604,249			25,148,833			246,674,087			1,412,965,670
Cost of shares redeemed		(5,623,423	)		(30,249,954	)		(415,802,241	)		(1,226,745,331	)
Net increase (decrease) in net assets resulting from capital share transactions		(2,019,174	)		(5,101,121	)		(169,128,154	)		186,220,339
Net decrease in net assets		(9,655,784	)		(81,579,077	)		(127,344,366	)		(389,265,262	)
NET ASSETS:
Beginning of period		85,745,694			167,324,771			2,957,404,951			3,346,670,213
End of period	$	76,089,910		$	85,745,694		$	2,830,060,585		$	2,957,404,951
Undistributed net investment income (distributions in excess of net investment income) at end of period	$	841,960		$	2,610,842		$	21,783,562		$	(24,551,451	)

	ING Money Market Portfolio						ING BlackRock Science and Technology Opportunities Portfolio
	Six Months Ended June 30, 2009			Year Ended December 31, 2008			Six Months Ended June 30, 2009			Year Ended December 31, 2008
FROM OPERATIONS:
Net investment income (loss)	$	3,487,609		$	46,716,063		$	(136,212	)	$	48,982
Net realized gain (loss) on investments and foreign currency related transactions		741,616			2,471,989			(18,698,679	)		(17,342,801	)
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		—			(149,401	)		49,990,053			(70,362,339	)
Increase (decrease) in net assets resulting from operations		4,229,225			49,038,651			31,155,162			(87,656,158	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		(3,486,834	)		(124,653,168	)		—			—
Total distributions		(3,486,834	)		(124,653,168	)		—			—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		58,471,183			384,970,723			58,859,984			52,450,776
Proceeds from shares issued in merger (Note 14)		—			—			—			123,216,459
Reinvestment of distributions		3,486,834			124,653,168			—			—
		61,958,017			509,623,891			58,859,984			175,667,235
Cost of shares redeemed		(278,262,395	)		(346,315,736	)		(17,717,867	)		(41,644,715	)
Net increase (decrease) in net assets resulting from capital share transactions		(216,304,378	)		163,308,155			41,142,117			134,022,520
Net increase (decrease) in net assets		(215,561,987	)		87,693,638			72,297,279			46,366,362
NET ASSETS:
Beginning of period		1,798,832,925			1,711,139,287			145,449,413			99,083,051
End of period	$	1,583,270,938		$	1,798,832,925		$	217,746,692		$	145,449,413
Undistributed net investment income at end of period	$	775		$	—		$	465,885		$	602,097

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income		From net realized gains		From return of capital		Total distributions		Net asset value, end of year or period

Year or period ended	($)		($)			($)			($)			($)		($)		($)		($)		($)
ING Balanced Portfolio
Class ADV
06-30-09		9.11		0.09			0.10			0.19			0.35		—		—		0.35		8.95
12-31-08		14.34		0.29			(4.03	)		(3.74	)		0.34		1.15		—		1.49		9.11
12-31-07		14.65		0.29			0.37			0.66			0.39		0.58		—		0.97		14.34
12-29-06⁽⁴⁾-12-31-06		14.65		(0.00	)^*		—			(0.00	)^*		—		—		—		—		14.65
Class I
06-30-09		9.18		0.14			0.04			0.18			0.43		—		—		0.43		8.93
12-31-08		14.45		0.40			(4.07	)		(3.67	)		0.45		1.15		—		1.60		9.18
12-31-07		14.65		0.39	^•		0.38			0.77			0.39		0.58		—		0.97		14.45
12-31-06		13.64		0.34	^•		1.00			1.34			0.33		—		—		0.33		14.65
12-31-05		13.40		0.29	^•		0.27			0.56			0.32		—		—		0.32		13.64
12-31-04		12.50		0.29			0.87			1.16			0.26		—		—		0.26		13.40
Class S
06-30-09		9.12		0.13			0.04			0.17			0.40		—		—		0.40		8.89
12-31-08		14.36		0.34			(4.02	)		(3.68	)		0.41		1.15		—		1.56		9.12
12-31-07		14.57		0.35	^•		0.38			0.73			0.36		0.58		—		0.94		14.36
12-31-06		13.58		0.32	^•		0.97			1.29			0.30		—		—		0.30		14.57
12-31-05		13.35		0.27			0.25			0.52			0.29		—		—		0.29		13.58
12-31-04		12.49		0.22			0.89			1.11			0.25		—		—		0.25		13.35
Class S2
02-27-09⁽⁴⁾-06-30-09		7.97		0.06	^•		1.25			1.31			0.43		—		—		0.43		8.85
ING Growth and Income Portfolio
Class ADV
06-30-09		15.04		0.10			0.99			1.09			—		—		—		—		16.13
12-31-08		24.61		0.23	^•		(9.58	)		(9.35	)		0.22		—		—		0.22		15.04
12-31-07		23.38		0.72	^•		0.84			1.56			0.33		—		—		0.33		24.61
12-20-06⁽⁴⁾-12-31-06		23.70		0.01	^•		(0.06	)		(0.05	)		0.27		—		—		0.27		23.38
Class I
06-30-09		15.11		0.12			1.01			1.13			—		—		—		—		16.24
12-31-08		24.76		0.36			(9.69	)		(9.33	)		0.32		—		—		0.32		15.11
12-31-07		23.38		0.33	^•		1.40			1.73			0.35		—		—		0.35		24.76
12-31-06		20.71		0.25	^•		2.69			2.94			0.27		—		—		0.27		23.38
12-31-05		19.35		0.23			1.35			1.58			0.22		—		—		0.22		20.71
12-31-04		18.28		0.28			1.24			1.52			0.45		—		—		0.45		19.35
Class S
06-30-09		15.00		0.11			1.00			1.11			—		—		—		—		16.11
12-31-08		24.63		0.25	^•		(9.58	)		(9.33	)		0.30		—		—		0.30		15.00
12-31-07		23.30		0.37	^•		1.29			1.66			0.33		—		—		0.33		24.63
12-31-06		20.69		0.20	^•		2.64			2.84			0.23		—		—		0.23		23.30
12-31-05		19.34		0.14			1.41			1.55			0.20		—		—		0.20		20.69
12-31-04		18.26		0.21			1.26			1.47			0.39		—		—		0.39		19.34
Class S2
02-27-09⁽⁴⁾-06-30-09		12.69		0.04			3.41			3.45			—		—		—		—		16.14

				Ratios to average net assets											Supplemental data
	Total Return⁽¹⁾			Expenses before reductions/additions⁽²⁾⁽³⁾		Expenses net of fee waivers and/or recoupments, if any⁽²⁾⁽³⁾			Expenses net of all reductions/additions⁽²⁾⁽³⁾			Net investment income (loss)⁽²⁾⁽³⁾			Net assets, end of year or period		Portfolio turnover rate

Year or period ended	(%)			(%)		(%)			(%)			(%)			($000's)		(%)
ING Balanced Portfolio
Class ADV
06-30-09		2.22			1.14		1.13	^†		1.13	^†		2.12	^†		1		182
12-31-08		(28.62	)		1.12		1.12	^†		1.12	^†		2.44	^†		1		294
12-31-07		4.78			1.10		1.10	^†		1.10	^†		2.05	^†		1		257
12-29-06⁽⁴⁾-12-31-06		—			1.10		1.10	^†		1.10	^†		(1.10	)^†		1		236
Class I
06-30-09		2.15			0.64		0.63	^†		0.63	^†		2.80	^†		580,829		182
12-31-08		(28.10	)		0.62		0.62	^†		0.62	^†		2.97	^†		602,815		294
12-31-07		5.57			0.60		0.60	^†		0.60	^†		2.68	^†		1,046,498		257
12-31-06		9.99			0.60		0.60	^†		0.60	^†		2.44	^†		1,183,928		236
12-31-05		4.24			0.60		0.60			0.60			2.30			1,236,327		308
12-31-04		9.42			0.59		0.59			0.59			2.15			1,357,854		272
Class S
06-30-09		2.04			0.89		0.88	^†		0.88	^†		2.61	^†		6,464		182
12-31-08		(28.28	)		0.87		0.87	^†		0.87	^†		2.73	^†		6,684		294
12-31-07		5.31			0.85		0.85	^†		0.85	^†		2.43	^†		10,281		257
12-31-06		9.62			0.85		0.85	^†		0.85	^†		2.29	^†		10,683		236
12-31-05		3.99			0.85		0.85			0.85			2.06			3,170		308
12-31-04		9.06			0.84		0.84			0.84			1.98			3,116		272
Class S2
02-27-09⁽⁴⁾-06-30-09		16.66			1.14		1.03	^†		1.03	^†		2.21	^†		3		182
ING Growth and Income Portfolio
Class ADV
06-30-09		7.25			1.12		1.11	^†		1.11	^†		1.24	^†		660		54
12-31-08		(37.94	)^(a)		1.10		1.10	^†		1.10	^†		1.14	^†		791		169
12-31-07		6.66			1.09		1.09	^†		1.09	^†		2.95	^†		1,211		146
12-20-06⁽⁴⁾-12-31-06		(0.23	)		1.09		1.09	^†		1.09	^†		1.08	^†		1		103
Class I
06-30-09		7.48			0.62		0.61	^†		0.61	^†		1.66	^†		1,749,938		54
12-31-08		(37.63	)^(a)		0.60		0.60	^†		0.60	^†		1.64	^†		1,622,085		169
12-31-07		7.40			0.59		0.59	^†		0.59	^†		1.32	^†		2,796,115		146
12-31-06		14.20			0.59		0.59	^†		0.59	^†		1.15	^†		3,098,120		103
12-31-05		8.13			0.59		0.59			0.59			1.03			3,146,025		80
12-31-04		8.39			0.58		0.58			0.58			1.41			3,531,422		139
Class S
06-30-09		7.40			0.87		0.86	^†		0.86	^†		1.43	^†		284,400		54
12-31-08		(37.82	)^(a)		0.85		0.85	^†		0.85	^†		1.44	^†		290,152		169
12-31-07		7.13			0.84		0.84	^†		0.84	^†		1.50	^†		25,169		146
12-31-06		13.72			0.84		0.84	^†		0.84	^†		0.94	^†		4,758		103
12-31-05		7.98			0.84		0.84			0.84			0.78			2,431		80
12-31-04		8.10			0.83		0.83			0.83			1.18			1,776		139
Class S2
02-27-09⁽⁴⁾-06-30-09		27.19			1.12		1.01	^†		1.01	^†		0.85	^†		4		54

	Purchases		Sales
Balanced	$	329,576,212	$	397,852,039
Growth and Income		979,481,665		967,903,404
Opportunistic LargeCap Growth		50,133,465		53,238,350
Small Company		351,481,160		326,332,461
Opportunistic LargeCap		105,971,811		110,602,333
Intermediate Bond		975,024,878		1,201,001,539
Science and Technology Opportunities		115,472,734		68,217,960

Balanced	0.500	%
Growth and Income	0.500% on first $10 billion; 0.450% on next $5 billion; and 0.425% over $15 billion
Opportunistic LargeCap Growth	0.600	%
Small Company	0.750	%
Opportunistic LargeCap	0.600	%
Intermediate Bond	0.400	%
Money Market	0.250	%
Science and Technology Opportunities	0.950	%

	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Total
Balanced	$	241,730	$	26,717	$	1,334	$	269,781
Growth and Income		839,521		92,685		59,470		991,676
Opportunistic LargeCap Growth		34,036		3,124		1,849		39,009
Small Company		321,557		23,641		10,716		355,914
Opportunistic LargeCap		37,950		3,484		2,162		43,596
Intermediate Bond		919,044		126,878		237,149		1,283,071
Money Market		331,412		72,908		—		404,320
Science and Technology Opportunities		169,585		9,818		29,432		208,835

	Days Utilized		Approximate Average Daily Balance		Approximate Weighted Average Interest Rate
Growth and Income		42	$	804,762		1.17	%
Intermediate Bond⁽¹⁾		5		9,146,000		1.17

	Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease)
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
Balanced
Class ADV
06-30-09		—		—		—		(1	)		(1	)		—		—		—		(8	)		(8	)
12-31-08		—		—		—		(1	)		(1	)		—		—		—		(12	)		(12	)
Class I
06-30-09		1,836,674		—		3,161,486		(5,656,562	)		(658,402	)		14,958,327		—		27,220,392		(48,648,111	)		(6,469,392	)
12-31-08		354,934		—		9,121,937		(16,235,628	)		(6,758,757	)		3,692,548		—		110,649,102		(185,483,682	)		(71,142,032	)
Class S
06-30-09		20,550		—		33,083		(59,676	)		(6,043	)		175,093		—		283,520		(509,141	)		(50,528	)
12-31-08		125,814		—		89,235		(198,053	)		16,996			1,479,685		—		1,077,072		(2,287,198	)		269,559
Class S2
02-27-09⁽¹⁾ - 06-30-09		376		—		—		—			376			3,000		—		—		—			3,000
Growth and Income
Class ADV
06-30-09		4,745		—		—		(16,415	)		(11,670	)		69,936		—		—		(229,205	)		(159,269	)
12-31-08		40,306		—		792		(37,703	)		3,395			848,718		—		11,483		(780,408	)		79,793
Class I
06-30-09		8,642,028		—		—		(8,242,971	)		399,057			124,511,911		—		—		(120,375,996	)		4,135,915
12-31-08		11,913,505		—		2,316,631		(19,771,802	)		(5,541,666	)		251,520,863		—		33,730,148		(402,121,000	)		(116,869,989	)
Class S
06-30-09		167,637		—		—		(1,848,868	)		(1,681,231	)		2,505,925		—		—		(26,058,574	)		(23,552,649	)
12-31-08		4,145,988		16,787,613		397,722		(3,014,524	)		18,316,799			94,804,530		353,711,801		5,751,055		(57,814,407	)		396,452,979
Class S2
02-27-09⁽¹⁾ - 06-30-09		236		—		—		—			236			3,000		—		—		—			3,000
Opportunistic LargeCap Growth
Class ADV
06-30-09		14,542		—		—		(12,856	)		1,686			99,660		—		—		(85,962	)		13,698
12-31-08		41,857		—		—		(68,101	)		(26,244	)		449,026		—		—		(677,704	)		(228,678	)
Class I
06-30-09		116,912		—		57,009		(636,671	)		(462,750	)		815,827		—		404,193		(4,387,199	)		(3,167,179	)
12-31-08		252,635		—		69,368		(2,727,762	)		(2,405,759	)		2,567,062		—		749,873		(27,428,648	)		(24,111,713	)
Class S
06-30-09		238,763		—		2,607		(235,521	)		5,849			1,657,249		—		18,353		(1,597,567	)		78,035
12-31-08		221,013		—		4,259		(907,567	)		(682,295	)		2,090,131		—		45,652		(8,653,583	)		(6,517,800	)
Small Company
Class ADV
06-30-09		—		—		—		—			—			—		—		—		—			—
12-16-08⁽¹⁾ - 12-31-08		270		—		—		—			270			3,000		—		—		—			3,000

	Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease)
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
Intermediate Bond
Class ADV
06-30-09		—		—		—		(1	)		(1	)		—		—		—		(11	)		(11	)
12-31-08		—		—		—		(1	)		(1	)		—		—		—		(12	)		(12	)
Class I
06-30-09		12,595,624		—		731,736		(29,111,497	)		(15,784,137	)		138,160,565		—		7,990,578		(316,574,353	)		(170,423,210	)
12-31-08		53,358,622		2,918,609		14,350,541		(79,274,180	)		(8,646,408	)		686,343,323		37,264,333		165,967,496		(993,285,707	)		(103,710,555	)
Class S
06-30-09		8,989,876		—		245,087		(9,099,439	)		135,524			97,858,297		—		2,661,647		(99,227,877	)		1,292,067
12-31-08		32,168,698		848,254		8,949,716		(19,339,594	)		22,627,074			410,405,825		10,751,281		102,233,412		(233,459,612	)		289,930,906
Class S2
02-27-09⁽¹⁾ - 06-30-09		278		—		—		—			278			3,000		—		—		—			3,000
Money Market
Class I
06-30-09		58,471,183		—		3,588,024		(278,262,395	)		(216,203,188	)		58,471,183		—		3,486,834		(278,262,395	)		(216,304,378	)
12-31-08		1,747,332,311		—		16,756,212		(94,879,849	)		1,669,208,674			384,970,723		—		124,653,168		(346,315,736	)		163,308,155
Science and Technology Opportunities
Class ADV
06-30-09		—		—		—		—			—			—		—		—		—			—
12-16-08⁽¹⁾ - 12-31-08		912		—		—		—			912			3,000		—		—		—			3,000
Class I
06-30-09		2,634,294		—		—		(720,976	)		1,913,318			9,265,952		—		—		(2,448,135	)		6,817,817
12-31-08		3,072,997		—		—		(3,991,670	)		(918,673	)		14,071,302		—		—		(18,237,345	)		(4,166,043	)
Class S
06-30-09		14,346,033		—		—		(4,622,865	)		9,723,168			49,591,029		—		—		(15,269,729	)		34,321,300
12-31-08		8,356,135		24,911,193		—		(5,950,375	)		27,316,953			38,376,474		123,216,459		—		(23,407,370	)		138,185,563
Class S2
02-27-09(1)-06-30-09		998		—		—		(1	)		997			3,003		—		—		(3	)		3,000

	Security	Principal Amount/ Shares		Initial Acquision Date	Cost		Value		Percent of Net Assets
Balanced	Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		700,000	11/21/06	$	683,243	$	—		0.0	%
	Greater Ohio Ethanol, LLC, 6.301%, due 12/31/13		600,000	11/21/06		597,758		—		0.0	%
	PEA Lima, LLC, 0.000%, due 03/20/14		92,655	03/20/09		5,226		9		0.0	%
					$	1,286,227	$	9		0.0	%
Growth and Income	Seagate Technology, Inc. - Escrow		2,600	05/09/02	$	—	$	—		0.0	%
					$	—	$	—		0.0	%
Intermediate Bond	Greater Ohio Ethanol, LLC, 6.301%, due 12/31/13		4,000,000	11/21/06	$	3,985,331	$	—		0.0	%
	Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		4,900,000	11/21/06		4,850,115		—		0.0	%
	PEA Lima, LLC, 0.000%, due 03/20/14		617,699	03/20/09		34,843		62		0.0	%
					$	8,870,289	$	62		0.0	%

	June 30,
	2010		2011		2012		Total
Science and Technology Opportunities	$	—	$	—	$	72,286	$	72,286

	Value of Securities Loaned		Cash Collateral Received*
Balanced	$	48,022,737	$	49,131,766
Growth and Income		27,102,777		28,561,378
Opportunistic LargeCap Growth		1,757,806		1,833,148
Small Company		30,577,132		31,619,673
Opportunistic LargeCap		1,108,732		1,148,804
Intermediate Bond		522,237,271		533,761,298
Money Market		1,058,427		1,077,010
Science and Technology Opportunities		6,919,949		7,315,890

	Six Months Ended June 30, 2009		Year Ended December 31, 2008
	Ordinary Income		Ordinary Income		Long-Term Capital Gains
Balanced	$	27,504,098	$	60,981,872	$	50,744,407
Growth and Income		—		39,517,165		—
Opportunistic Large Cap Growth		422,546		795,525		—
Small Company		3,470,816		5,865,236		74,243,480
Opportunistic Large Cap		2,611,957		2,609,792		20,976,051
Intermediate Bond		10,654,341		268,240,664		—
Money Market		3,486,834		124,653,168		—

	Undistributed Ordinary Income		Unrealized Appreciation/ (Depreciation)			Post-October Capital Loss Deferred			Capital Loss Carryforwards			Expiration Dates
Balanced	$	27,501,921	$	(144,712,701	)	$	—		$	(574,085	)		2009
										(134,169,975	)		2016
									$	(134,744,060	)*
Growth and Income		—		(307,525,947	)		(121,332,257	)		(1,745,504,149	)		2009
										(63,082,574	)		2010
										(48,933,227	)		2015
										(454,661,688	)		2016
									$	(2,312,181,638	)*

Acquiring Portfolio	Acquired Portfolio	Total Net Assets of Acquired Portfolio (000's)		Total Net Assets of Acquiring Portfolio (000's)		Acquired Capital Loss Carryforwards (000's)			Acquired Portfolio Unrealized Appreciation (000's)		Conversion Ratio
Growth and	ING Capital Guardian
Income	U.S. Equities Portfolio	$	353,712	$	2,384,341	$	(48,933	)	$	6,331		0.35

Acquiring Portfolios	Acquired Portfolio	Total Net Assets of Acquired Portfolio (000's)		Total Net Assets of Acquiring Portfolio (000's)		Acquired Capital Loss Carryforwards (000's)			Acquired Portfolio Unrealized Depreciation (000's)			Conversion Ratio
Science and	ING Global
Technology	Technology
Opportunities	Portfolio	$	123,216	$	87,851	$	(4,991	)	$	(128	)		1.30
Intermediate Bond	ING Lord Abbett U.S Government Securities Portfolio		48,016		3,557,999		—			—			0.77

Shares				Value
COMMON STOCK: 58.5%
			Advertising: 0.4%
	13,127		Harte-Hanks, Inc.	$	121,425
	146,370	@	Interpublic Group of Cos., Inc.		739,169
	2,905	@	inVentiv Health, Inc.		39,305
	36,439		Omnicom Group		1,150,744
					2,050,643
			Aerospace/Defense: 2.4%
	1,864	@	AAR Corp.		29,917
	1,056	@	Aerovironment, Inc.		32,588
	3,294	@	Alliant Techsystems, Inc.		271,294
	1,729	@	BE Aerospace, Inc.		24,828
	4,100		Cubic Corp.		146,739
	1,970		Curtiss-Wright Corp.		58,568
	1,290	@	Esterline Technologies Corp.		34,920
	22,467		General Dynamics Corp.		1,244,447
	18,974		Goodrich Corp.		948,131
	22,700		L-3 Communications Holdings, Inc.		1,574,926
	35,201		Lockheed Martin Corp.		2,838,961
	1,438	@	Moog, Inc.		37,115
	1,058		National Presto Industries, Inc.		80,514
	51,430		Northrop Grumman Corp.		2,349,322
	4,064	@	Orbital Sciences Corp.		61,651
	43,650		Raytheon Co.		1,939,370
	1,700	@	Teledyne Technologies, Inc.		55,675
	1,032		Triumph Group, Inc.		41,280
	49,156		United Technologies Corp.		2,554,146
					14,324,392

Shares				Value
			Agriculture: 1.2%
	11,050	@	Alliance One International, Inc.	$	41,990
	124,121		Altria Group, Inc.		2,034,343
	2,203		Andersons, Inc.		65,958
	39,850		Archer-Daniels-Midland Co.		1,066,785
	61,460		Philip Morris International, Inc.		2,680,885
	30,416		Reynolds American, Inc.		1,174,666
					7,064,627
			Airlines: 0.0%
	12,315		Skywest, Inc.		125,613
					125,613
			Apparel: 0.2%
	9,479	@	Carter's, Inc.		233,278
	6,756	@	CROCS, Inc.		22,970
	1,290	@	Deckers Outdoor Corp.		90,648
	7,202	@	Iconix Brand Group, Inc.		110,767
	346	@	Maidenform Brands, Inc.		3,969
	1,898		Oxford Industries, Inc.		22,112
	4,324		Polo Ralph Lauren Corp.		231,507
	124	@	Skechers USA, Inc.		1,211
	9,284	@	Timberland Co.		123,199
	2,700	@,L	True Religion Apparel, Inc.		60,210
	943	@,L	Under Armour, Inc.		21,104
	1,451	@,L	Volcom, Inc.		18,138
	2,800	@	Warnaco Group, Inc.		90,720
	1,937		Wolverine World Wide, Inc.		42,730
					1,072,563
			Auto Manufacturers: 0.1%
	55,600	@	Ford Motor Co.		337,492
	3,600		Oshkosh Truck Corp.		52,344
	3,860	L	Wabash National Corp.		2,702
					392,538
			Auto Parts & Equipment: 0.1%
	5,800		BorgWarner, Inc.		198,070
	4,609		Spartan Motors, Inc.		52,220
	7,354		Superior Industries International		103,691
					353,981
			Banks: 4.8%
	17,200		Associated Banc-Corp.		215,000
	12,381		Bancorpsouth, Inc.		254,182
	5,557		Bank Mutual Corp.		48,457
	272,303		Bank of America Corp.		3,594,400
	3,561		Bank of Hawaii Corp.		127,591
	33,544		Bank of New York Mellon Corp.		983,175
	4,000		Bank of the Ozarks, Inc.		86,520
	32,770		BB&T Corp.		720,285
	12,900	L	Cascade Bancorp.		18,189
	4,990		Central Pacific Financial Corp.		18,713
	197,600	S,L	Citigroup, Inc.		586,872
	75		Columbia Banking System, Inc.		767
	4,617		Commerce Bancshares, Inc.		146,959
	4,181		Community Bank System, Inc.		60,875
	2,900		Cullen/Frost Bankers, Inc.		133,748
	4,547	@@,L	First Bancorp. Puerto Rico		17,961
	4,842		First Financial Bancorp.		36,412
	4,150	S,L	First Financial Bankshares, Inc.		208,994
	18,221		First Midwest Bancorp., Inc.		133,196
	13,958		FirstMerit Corp.		237,007
	1,141	L	Frontier Financial Corp.		1,381

Shares				Value
			Banks (continued)
	6,850		Fulton Financial Corp.	$	35,689
	6,992		Glacier Bancorp., Inc.		103,272
	23,542		Goldman Sachs Group, Inc.		3,471,032
	4,037		Hancock Holding Co.		131,162
	327		Home Bancshares, Inc.		6,226
	6,079		Independent Bank Corp.		119,756
	14,400	L	International Bancshares Corp.		148,464
	131,357		JPMorgan Chase & Co.		4,480,587
	12,500	L	M&T Bank Corp.		636,625
	26,099		Morgan Stanley		744,082
	21,400		National Penn Bancshares, Inc.		98,654
	1,700		NBT Bancorp., Inc.		36,907
	21,410		Northern Trust Corp.		1,149,289
	10,839		Old National Bancorp.		106,439
	34,263		PNC Financial Services Group, Inc.		1,329,747
	7,100		Prosperity Bancshares, Inc.		211,793
	10,333		S&T Bancorp, Inc.		125,649
	885	@	Signature Bank		24,001
	2,523		Simmons First National Corp.		67,415
	17,836		State Street Corp.		841,859
	7,267		Sterling Bancorp.		60,679
	20,500		Sterling Bancshares, Inc.		129,765
	27,284		Susquehanna Bancshares, Inc.		133,419
	2,257		Tompkins Financial Corp.		108,223
	11,300		Trustco Bank Corp.		66,783
	9,500		Trustmark Corp.		183,540
	167		UCBH Holdings, Inc.		210
	5,660		UMB Financial Corp.		215,137
	1,207		Umpqua Holdings Corp.		9,366
	2,050	L	United Bankshares, Inc.		40,057
	50,178		US Bancorp.		899,190
	177,733		Wells Fargo & Co.		4,311,803
	3,550	L	Westamerica Bancorp.		176,116
	1,768	L	Wilmington Trust Corp.		24,151
	4,700		Wilshire Bancorp., Inc.		27,025
	1,148		Wintrust Financial Corp.		18,460
					27,903,256
			Beverages: 0.5%
	21,881		Coca-Cola Co.		1,050,069
	41,345		Coca-Cola Enterprises, Inc.		688,394
	2,675	@,L	Green Mountain Coffee Roasters, Inc.		158,146
	4,598	@	Hansen Natural Corp.		141,710
	1,100	@	Peet's Coffee & Tea, Inc.		27,720
	4,600		Pepsi Bottling Group, Inc.		155,664
	3,430		PepsiAmericas, Inc.		91,958
	15,510		PepsiCo, Inc.		852,430
					3,166,091
			Biotechnology: 0.6%
	29,045	@	Amgen, Inc.		1,537,642
	4,200	@	Arqule, Inc.		25,788
	18,255	@	Biogen Idec, Inc.		824,213
	1,050	@	Charles River Laboratories International, Inc.		35,438
	10,200	@	Cubist Pharmaceuticals, Inc.		186,966
	2,050	@	Enzo Biochem, Inc.		9,082
	5,417	@	Gilead Sciences, Inc.		253,732
	6,120	@	Martek Biosciences Corp.		129,438
	2,071	@	OSI Pharmaceuticals, Inc.		58,464
	5,896	@	Regeneron Pharmaceuticals, Inc.		105,656
	10,700	@	Vertex Pharmaceuticals, Inc.		381,348
					3,547,767

Shares				Value
			Building Materials: 0.1%
	7,550		Apogee Enterprises, Inc.	$	92,865
	4,550		Eagle Materials, Inc.		114,842
	8,516		Gibraltar Industries, Inc.		58,505
	838		Lennox International, Inc.		26,908
	18,544		Louisiana-Pacific Corp.		63,420
	1,250		Martin Marietta Materials, Inc.		98,600
	6,150	@,L	NCI Building Systems, Inc.		16,236
	170		Simpson Manufacturing Co., Inc.		3,675
	1,430	L	Texas Industries, Inc.		44,845
	3,200		Universal Forest Products, Inc.		105,888
					625,784
			Chemicals: 1.0%
	7,747		Airgas, Inc.		313,986
	1,450		Albemarle Corp.		37,077
	1,363		American Vanguard Corp.		15,402
	2,864		Arch Chemicals, Inc.		70,426
	5,337		Ashland, Inc.		149,703
	5,765		Balchem Corp.		141,358
	14,170		Cabot Corp.		178,259
	3,608		CF Industries Holdings, Inc.		267,497
	54,600		Dow Chemical Co.		881,244
	5,127		FMC Corp.		242,507
	4,340		HB Fuller Co.		81,462
	4,918		Lubrizol Corp.		232,671
	4,626		Minerals Technologies, Inc.		166,629
	7,664		Monsanto Co.		569,742
	1,760		NewMarket Corp.		118,501
	2,200		Olin Corp.		26,158
	4,820	@	OM Group, Inc.		139,876
	17,735	@	PolyOne Corp.		48,062
	25,090		PPG Industries, Inc.		1,101,451
	3,881		Quaker Chemical Corp.		51,578
	8,920		Schulman A, Inc.		134,781
	6,610		Sherwin-Williams Co.		355,288
	740		Stepan Co.		32,678
	10,300		Terra Industries, Inc.		249,466
	7,961		Valspar Corp.		179,361
	1,975		Zep, Inc.		23,799
					5,808,962
			Coal: 0.1%
	9,983		Arch Coal, Inc.		153,439
	4,960	@,L	Patriot Coal Corp.		31,645
	17,900		Peabody Energy Corp.		539,864
					724,948
			Commercial Services: 1.6%
	2,400	L	Aaron Rents, Inc.		71,568
	1,456		ABM Industries, Inc.		26,310
	5,100		Administaff, Inc.		118,677
	7,617	@,L	Alliance Data Systems Corp.		313,744
	1,600	@	American Public Education, Inc.		63,376
	3,900	@	AMN Healthcare Services, Inc.		24,882
	10,981	@	Apollo Group, Inc. - Class A		780,969
	1,912		Arbitron, Inc.		30,382
	19,500		Automatic Data Processing, Inc.		691,080
	2,900	@,L	Bankrate, Inc.		73,196
	3,100	@	Brink's Home Security Holdings, Inc.		87,761
	1,900	@,L	Capella Education Co.		113,905
	8,500	@	Career Education Corp.		211,565
	2,755		CDI Corp.		30,718
	3,650		Chemed Corp.		144,102

Shares				Value
			Commercial Services (continued)
	1,114	@	Coinstar, Inc.	$	29,744
	1,467	@	Consolidated Graphics, Inc.		25,555
	15,300	@	Corinthian Colleges, Inc.		259,029
	3,289	@	Corrections Corp. of America		55,880
	1,200	@	Corvel Corp.		27,324
	2,070		Deluxe Corp.		26,517
	5,050	@	Forrester Research, Inc.		123,978
	5,445	@	FTI Consulting, Inc.		276,170
	11,500	@	Gartner, Inc.		175,490
	5,450	@	Geo Group, Inc.		101,261
	10,300		Global Payments, Inc.		385,838
	1,600		Healthcare Services Group		28,608
	9,650		Heartland Payment Systems, Inc.		92,351
	10,000	@	Hewitt Associates, Inc.		297,800
	2,102		Hillenbrand, Inc.		34,977
	1,415	@	HMS Holdings Corp.		57,619
	1,950	@	ITT Educational Services, Inc.		196,287
	6,000		Kelly Services, Inc.		65,700
	6,333	@	Kendle International, Inc.		77,516
	6,450		Lender Processing Services, Inc.		179,117
	6,712	@	Live Nation, Inc.		32,620
	7,350		Manpower, Inc.		311,199
	9,300		Moody's Corp.		245,055
	17,900	@	MPS Group, Inc.		136,756
	4,796	@	Navigant Consulting, Inc.		61,964
	16,050	@	On Assignment, Inc.		62,756
	1,450	@	Parexel International Corp.		20,851
	11,733		Pharmaceutical Product Development, Inc.		272,440
	1,750	@,L	Pre-Paid Legal Services, Inc.		76,283
	11,000	@	Rent-A-Center, Inc.		196,130
	61,623		RR Donnelley & Sons Co.		716,059
	21,250	@	SAIC, Inc.		394,188
	18,300		Service Corp. International		100,284
	2,958	@	Spherion Corp.		12,187
	550	L	Strayer Education, Inc.		119,961
	3,700	@	TeleTech Holdings, Inc.		56,055
	4,400	@	Ticketmaster		28,248
	5,940	@	TrueBlue, Inc.		49,896
	3,000	@	Universal Technical Institute, Inc.		44,790
	5,240		Viad Corp.		90,233
	1,200		Watson Wyatt Worldwide, Inc.		45,036
	60,977		Western Union Co.		1,000,023
	5,756	@	Wright Express Corp.		146,605
					9,518,615
			Computers: 3.8%
	36,022	@	Apple, Inc.		5,130,613
	5,240	@	CACI International, Inc.		223,800
	22,650	@	Ciber, Inc.		70,215
	16,898	@	Computer Sciences Corp.		748,581
	47,499	@	Dell, Inc.		652,161
	9,100		Diebold, Inc.		239,876
	7,302	@	DST Systems, Inc.		269,809
	100,120	@	EMC Corp.		1,311,572
	128,245		Hewlett-Packard Co.		4,956,669
	2,663	@,L	Hutchinson Technology, Inc.		5,193
	10,600		Imation Corp.		80,666
	9,457	@	Insight Enterprises, Inc.		91,355
	61,551		International Business Machines Corp.		6,427,155
	3,900		Jack Henry & Associates, Inc.		80,925
	6,900	@	Manhattan Associates, Inc.		125,718

Shares				Value
	3,300	@	Mercury Computer Systems, Inc.	$	30,525
	11,584	@	Micros Systems, Inc.		293,307
	1,390		MTS Systems Corp.		28,704
	26,031	@	NCR Corp.		307,947
	6,350	@,L	Palm, Inc.		105,220
	9,070	@	Radisys Corp.		81,721
	5,550	@	SYKES Enterprises, Inc.		100,400
	3,750	@,L	Synaptics, Inc.		144,938
	9,388	@	Synopsys, Inc.		183,160
	15,395	@	Teradata Corp.		360,705
					22,050,935
			Cosmetics/Personal Care: 0.7%
	882		Alberto-Culver Co.		22,429
	1,050	@,L	Chattem, Inc.		71,505
	76,835		Procter & Gamble Co.		3,926,269
					4,020,203
			Distribution/Wholesale: 0.2%
	12,960	@	Brightpoint, Inc.		81,259
	3,200	@	Fossil, Inc.		77,056
	20,137	@	Ingram Micro, Inc.		352,398
	10,450	@	LKQ Corp.		171,903
	5,061	@	Scansource, Inc.		124,096
	6,842	@	School Specialty, Inc.		138,277
	8,232	@	Tech Data Corp.		269,269
	2,450	L	Watsco, Inc.		119,879
					1,334,137
			Diversified Financial Services: 1.0%
	940	@	Affiliated Managers Group, Inc.		54,699
	46,000		American Express Co.		1,069,040
	11,800	@,L	AmeriCredit Corp.		159,890
	84,650		Charles Schwab Corp.		1,484,761
	2,524		CME Group, Inc.		785,242
	2,170		Eaton Vance Corp.		58,048
	452		Financial Federal Corp.		9,289
	1,150	L	Greenhill & Co., Inc.		83,042
	4,300	@	IntercontinentalExchange, Inc.		491,232
	4,526	@	Investment Technology Group, Inc.		92,285
	16,150		Jefferies Group, Inc.		344,480
	499	@	LaBranche & Co., Inc.		2,146
	33,050	@	Nasdaq Stock Market, Inc.		704,296
	10,380		National Financial Partners Corp.		75,982
	7,720		OptionsXpress Holdings, Inc.		119,892
	1,380	@,L	Portfolio Recovery Associates, Inc.		53,447
	2,200	@	Stifel Financial Corp.		105,798
	3,230		SWS Group, Inc.		45,123
	852	@	TradeStation Group, Inc.		7,208
	3,498		Waddell & Reed Financial, Inc.		92,242
	5,347	@,L	World Acceptance, Corp.		106,459
					5,944,601
			Electric: 1.9%
	16,340	@	AES Corp.		189,707
	2,550		Alliant Energy Corp.		66,632
	1,600		Avista Corp.		28,496
	1,850		Central Vermont Public Service Corp.		33,485
	4,178		CH Energy Group, Inc.		195,113
	72,320		CMS Energy Corp.		873,626
	12,800		Dominion Resources, Inc.		427,776

Shares				Value
			Electric (continued)
	8,300		DPL, Inc.	$	192,311
	3,697		DTE Energy Co.		118,304
	53,700		Exelon Corp.		2,749,977
	9,900		FirstEnergy Corp.		383,625
	24,116		FPL Group, Inc.		1,371,236
	14,300		Hawaiian Electric Industries		272,558
	6,000		MDU Resources Group, Inc.		113,820
	11,800		NSTAR		378,898
	1,949		NV Energy, Inc.		21,030
	7,000		OGE Energy Corp.		198,240
	4,100		PNM Resources, Inc.		43,911
	27,900		PPL Corp.		919,584
	54,100		Public Service Enterprise Group, Inc.		1,765,283
	4,065		Unisource Energy Corp.		107,885
	25,000		Xcel Energy, Inc.		460,250
					10,911,747
			Electrical Components & Equipment: 0.1%
	5,250		Ametek, Inc.		181,545
	3,933		Belden CDT, Inc.		65,681
	4,700	@	Energizer Holdings, Inc.		245,528
	7,259		Hubbell, Inc.		232,724
					725,478
			Electronics: 0.8%
	1,000		American Science & Engineering, Inc.		69,120
	16,700		Amphenol Corp.		528,388
	12,600	@	Arrow Electronics, Inc.		267,624
	16,086	@	Avnet, Inc.		338,289
	350	@	Axsys Technologies, Inc.		18,774
	883		Badger Meter, Inc.		36,203
	1,503		Bel Fuse, Inc.		24,108
	15,360	@	Benchmark Electronics, Inc.		221,184
	9,600	S	Brady Corp.		241,152
	10,095	@	Checkpoint Systems, Inc.		158,391
	14,041		CTS Corp.		91,969
	127	@	Cymer, Inc.		3,776
	2,400		Daktronics, Inc.		18,480
	2,848	@	Dionex Corp.		173,813
	1,615	@	FEI Co.		36,984
	2,811	S	Gentex Corp.		32,608
	1,023	@	Itron, Inc.		56,337
	847	@	LoJack Corp.		3,549
	9,850		Methode Electronics, Inc.		69,147
	3,627	@,@@	Mettler Toledo International, Inc.		279,823
	8,500	@	Newport Corp.		49,215
	1,408		Park Electrochemical Corp.		30,314
	30,239		PerkinElmer, Inc.		526,159
	3,970	@	Plexus Corp.		81,226
	379	@	Rogers Corp.		7,667
	6,150	@	Thomas & Betts Corp.		177,489
	3,190	@	Trimble Navigation Ltd.		62,620
	8,979	@	TTM Technologies, Inc.		71,473
	5,708	@	Varian, Inc.		225,066
	23,800	@	Vishay Intertechnology, Inc.		161,602
	5,885	@	Waters Corp.		302,901
	5,950		Watts Water Technologies, Inc.		128,163
	7,900		Woodward Governor Co.		156,420
					4,650,034

Shares				Value
			Energy-Alternate Sources: 0.0%
	2,892	@	Headwaters, Inc.	$	9,717
					9,717
			Engineering & Construction: 0.7%
	6,500	@	Aecom Technology Corp.		208,000
	10,655	@	Dycom Industries, Inc.		117,951
	11,810	@	EMCOR Group, Inc.		237,617
	24,640		Fluor Corp.		1,263,786
	4,500		Granite Construction, Inc.		149,760
	2,326	@	Insituform Technologies, Inc.		39,472
	26,300	@	Jacobs Engineering Group, Inc.		1,106,967
	13,573		KBR, Inc.		250,286
	8,408	@	Shaw Group, Inc.		230,463
	1,100	@	Stanley, Inc.		36,168
	6,820	@	URS Corp.		337,726
					3,978,196
			Entertainment: 0.0%
	1,935	@	DreamWorks Animation SKG, Inc.		53,387
	6,056	@	Pinnacle Entertainment, Inc.		56,260
	8,500	@	Shuffle Master, Inc.		56,185
					165,832
			Environmental Control: 0.1%
	5,378	@	Calgon Carbon Corp.		74,700
	704	@	Clean Harbors, Inc.		38,009
	5,445	@	Darling International, Inc.		35,937
	3,280	@	Tetra Tech, Inc.		93,972
	9,583	@	Waste Connections, Inc.		248,296
					490,914
			Food: 1.1%
	1,369	L	Cal-Maine Foods, Inc.		34,170
	1,405		Corn Products International, Inc.		37,640
	11,500	@	Dean Foods Co.		220,685
	3,514		Diamond Foods, Inc.		98,041
	10,800		General Mills, Inc.		605,016
	127	@	Hain Celestial Group, Inc.		1,982
	4,000		J&J Snack Foods Corp.		143,600
	98,724		Kraft Foods, Inc.		2,501,666
	12,638		Kroger Co.		278,668
	2,785		Lancaster Colony Corp.		122,735
	789		Lance, Inc.		18,250
	1,890		Nash Finch Co.		51,143
	4,405	@	Ralcorp Holdings, Inc.		268,353
	4,852		Ruddick Corp.		113,682
	2,000		Sanderson Farms, Inc.		90,000
	79,490		Sara Lee Corp.		775,822
	4,700	@,L	Smithfield Foods, Inc.		65,659
	1,586		Spartan Stores, Inc.		19,682
	9,750		Supervalu, Inc.		126,263
	4,243	@	TreeHouse Foods, Inc.		122,071
	43,600		Tyson Foods, Inc.		549,796
	2,550	@	United Natural Foods, Inc.		66,938
					6,311,862
			Forest Products & Paper: 0.2%
	4,650	@	Buckeye Technologies, Inc.		20,879
	1,100	@	Clearwater Paper Corp.		27,819
	45,316		International Paper Co.		685,631
	20,500		MeadWestvaco Corp.		336,405
	3,900		Schweitzer-Mauduit International, Inc.		106,119
					1,176,853

Shares				Value
			Gas: 0.5%
	10,550		AGL Resources, Inc.	$	335,490
	13,102		Atmos Energy Corp.		328,074
	3,598		Energen Corp.		143,560
	151		Laclede Group, Inc.		5,003
	2,200		National Fuel Gas Co.		79,376
	7,021		New Jersey Resources Corp.		260,058
	950		Northwest Natural Gas Co.		42,104
	4,322		Piedmont Natural Gas Co.		104,203
	17,141		Sempra Energy		850,708
	2,100		South Jersey Industries, Inc.		73,269
	3,100		Southwest Gas Corp.		68,851
	13,997		UGI Corp.		356,784
	3,350		Vectren Corp.		78,491
	3,000		WGL Holdings, Inc.		96,060
					2,822,031
			Hand/Machine Tools: 0.0%
	1,175		Baldor Electric Co.		27,953
	1,053		Kennametal, Inc.		20,197
	2,550		Lincoln Electric Holdings, Inc.		91,902
	1,457		Regal-Beloit Corp.		57,872
					197,924
			Healthcare-Products: 1.5%
	663	@	Abaxism, Inc.		13,618
	12,204	@	Affymetrix, Inc.		72,370
	6,800	@	Align Technology, Inc.		72,080
	12,535	@	American Medical Systems Holdings, Inc.		198,053
	1,480		Beckman Coulter, Inc.		84,567
	6,377		Becton Dickinson & Co.		454,744
	47,600	@	Boston Scientific Corp.		482,664
	2,526		Cooper Cos., Inc.		62,468
	5,970	@	Cyberonics		99,281
	1,318	@	Edwards Lifesciences Corp.		89,664
	4,481	@	Gen-Probe, Inc.		192,593
	1,900	@	Haemonetics Corp.		108,300
	6,950	@	Henry Schein, Inc.		333,253
	8,433	S	Hill-Rom Holdings, Inc.		136,783
	20,598	@	Hologic, Inc.		293,110
	18,400	@	Hospira, Inc.		708,768
	1,038	@	ICU Medical, Inc.		42,714
	567	@	Idexx Laboratories, Inc.		26,195
	5,900		Invacare Corp.		104,135
	55,790		Johnson & Johnson		3,168,872
	5,190	@	Kensey Nash Corp.		136,030
	5,340	@	Kinetic Concepts, Inc.		145,515
	33,412		Medtronic, Inc.		1,165,745
	1,100		Meridian Bioscience, Inc.		24,838
	2,133	@	Merit Medical Systems, Inc.		34,768
	7,130	@	PSS World Medical, Inc.		131,976
	4,741	@	Resmed, Inc.		193,101
	10,750		Steris Corp.		280,360
	400		Techne Corp.		25,524
	2,900	@	Thoratec Corp.		77,662
	890		West Pharmaceutical Services, Inc.		31,017
					8,990,768
			Healthcare-Services: 1.3%
	24,857		Aetna, Inc.		622,668
	709	@	Air Methods Corp.		19,398
	2,430	@,L	Amedisys, Inc.		80,239

Shares				Value
	7,303	@	AMERIGROUP Corp.	$	196,086
	5,950	@	Amsurg Corp.		127,568
	5,800	@	Centene Corp.		115,884
	11,105		Cigna Corp.		267,519
	13,146	@	Community Health Systems, Inc.		331,937
	750	@	Covance, Inc.		36,900
	12,400	@,S	Coventry Health Care, Inc.		232,004
	1,000	@	Genoptix, Inc.		31,990
	4,242	@	Gentiva Health Services, Inc.		69,823
	32,738	@	Health Management Associates, Inc.		161,726
	12,300	@	Health Net, Inc.		191,265
	7,350	@	Healthspring, Inc.		79,821
	5,690	@	Healthways, Inc.		76,531
	8,544	@	Humana, Inc.		275,629
	900	@	IPC The Hospitalist Co., Inc.		24,021
	5,600	@	Kindred Healthcare, Inc.		69,272
	9,482	@	Laboratory Corp. of America Holdings		642,785
	2,450	@	LHC Group, Inc.		54,415
	9,300	@	LifePoint Hospitals, Inc.		244,125
	10,300	@	Lincare Holdings, Inc.		242,256
	6,100	@	Magellan Health Services, Inc.		200,202
	7,080	@	Mednax, Inc.		298,280
	3,687	@,L	Molina Healthcare, Inc.		88,193
	5,887	@	Odyssey HealthCare, Inc.		60,518
	7,700		Quest Diagnostics		434,511
	2,200	@	RehabCare Group, Inc.		52,646
	551	@	Res-Care, Inc.		7,879
	59,003		UnitedHealth Group, Inc.		1,473,895
	5,950		Universal Health Services, Inc.		290,658
	4,500	@	WellCare Health Plans, Inc.		83,205
	13,400	@	WellPoint, Inc.		681,926
					7,865,775
			Home Builders: 0.3%
	37,000		D.R. Horton, Inc.		346,320
	21,100		KB Home		288,648
	25,300		Lennar Corp.		245,157
	4,170		M/I Homes, Inc.		40,824
	5,350		MDC Holdings, Inc.		161,089
	4,550	@	Meritage Homes Corp.		85,813
	550	@	NVR, Inc.		276,315
	4,250		Ryland Group, Inc.		71,230
	16,917	@	Standard-Pacific Corp.		34,342
	6,371		Thor Industries, Inc.		117,035
	14,100	@	Toll Brothers, Inc.		239,277
					1,906,050
			Home Furnishings: 0.0%
	1,124	@	DTS, Inc.		30,427
	9,247		La-Z-Boy, Inc.		43,646
	3,500	@	Universal Electronics, Inc.		70,595
					144,668
			Household Products/Wares: 0.4%
	7,296		Avery Dennison Corp.		187,361
	8,747	@	Central Garden & Pet Co.		86,158
	5,280		Church & Dwight Co., Inc.		286,757
	3,200	@	Helen of Troy Ltd.		53,728
	25,234		Kimberly-Clark Corp.		1,323,019
	4,644		Tupperware Corp.		120,837
					2,057,860

Shares				Value
			Housewares: 0.0%
	4,657	L	Toro Co.	$	139,244
					139,244
			Insurance: 1.7%
	13,546		Aflac, Inc.		421,145
	13,675		American Financial Group, Inc.		295,107
	178		American Physicians Capital, Inc.		6,970
	4,752	@	Amerisafe, Inc.		73,941
	36,762		AON Corp.		1,392,177
	5,404		Arthur J. Gallagher & Co.		115,321
	1,106		Brown & Brown, Inc.		22,043
	54,273		Chubb Corp.		2,164,407
	8,651		Delphi Financial Group		168,089
	1,698		Employers Holdings, Inc.		23,008
	6,629	@@	Everest Re Group Ltd.		474,438
	18,561		Fidelity National Title Group, Inc.		251,130
	10,050		First American Corp.		260,396
	2,969		Hanover Insurance Group, Inc.		113,149
	7,023		HCC Insurance Holdings, Inc.		168,622
	14,700		Horace Mann Educators Corp.		146,559
	3,633		Infinity Property & Casualty Corp.		132,459
	9,000		Loews Corp.		246,600
	13,000		Marsh & McLennan Cos., Inc.		261,690
	2,100	@	Navigators Group, Inc.		93,303
	6,319		Old Republic International Corp.		62,242
	5,400	@	ProAssurance Corp.		249,534
	17,400	@	Progressive Corp.		262,914
	1,300		Protective Life Corp.		14,872
	5,143		Reinsurance Group of America, Inc.		179,542
	144		RLI Corp.		6,451
	1,762		Safety Insurance Group, Inc.		53,847
	4,214		Selective Insurance Group		53,813
	5,400		Stancorp Financial Group, Inc.		154,872
	1,422		Stewart Information Services Corp.		20,264
	10,910		Torchmark Corp.		404,106
	4,310		Tower Group, Inc.		106,802
	22,052		Travelers Cos., Inc.		905,014
	13,047		Unitrin, Inc.		156,825
	39,829		UnumProvident Corp.		631,688
	3,850		WR Berkley Corp.		82,660
	59	L	Zenith National Insurance Corp.		1,283
					10,177,283
			Internet: 1.6%
	14,532	@	Amazon.com, Inc.		1,215,747
	2,054	@	Avocent Corp.		28,674
	4,820	@	Blue Coat Systems, Inc.		79,723
	1,390	@,L	Blue Nile, Inc.		59,756
	1,152	@	comScore, Inc.		15,345
	5,070	@	Cybersource Corp.		77,571
	3,439	@	DealerTrack Holdings, Inc.		58,463
	2,533	@	Digital River, Inc.		91,999
	85,567	@	eBay, Inc.		1,465,763
	2,700	@	Equinix, Inc.		196,398
	6,668	@	eResearch Technology, Inc.		41,408
	5,250	@	F5 Networks, Inc.		181,598
	8,839	@	Google, Inc. - Class A		3,726,434
	8,208	@	j2 Global Communications, Inc.		185,172
	1,553	@	Knot, Inc.		12,238
	2,100	@,L	NetFlix, Inc.		86,814

Shares				Value
	4,040	L	Nutri/System, Inc.	$	58,580
	7,790	@	Perficient, Inc.		54,452
	3,450	@,L	Priceline.com, Inc.		384,848
	6,460	@	Stamps.com, Inc.		54,781
	68,070	@	Symantec Corp.		1,059,169
	17,251		United Online, Inc.		112,304
	12,500	@	Valueclick, Inc.		131,500
	4,842	@	Websense, Inc.		86,381
	2,953	@	Yahoo!, Inc.		46,244
					9,511,362
			Investment Companies: 0.0%
	2,265		Apollo Investment Corp.		13,590
					13,590
			Iron/Steel: 0.3%
	3,800		Allegheny Technologies, Inc.		132,734
	13,133		Cliffs Natural Resources, Inc.		321,365
	7,979		Nucor Corp.		354,507
	8,500		Reliance Steel & Aluminum Co.		326,315
	9,999		Steel Dynamics, Inc.		147,285
	18,230	L	United States Steel Corp.		651,540
					1,933,746
			Leisure Time: 0.0%
	145		Brunswick Corp.		626
	3,550	@	Interval Leisure Group, Inc.		33,086
	2,337	L	Polaris Industries, Inc.		75,064
					108,776
			Lodging: 0.0%
	1,698		Marcus Corp.		17,863
					17,863
			Machinery-Construction & Mining: 0.1%
	3,200		Bucyrus International, Inc.		91,392
	10,049		Joy Global, Inc.		358,950
	5,361	@	Terex Corp.		64,707
					515,049
			Machinery-Diversified: 0.4%
	3,917	@	AGCO Corp.		113,867
	2,079		Albany International Corp.		23,658
	7,500		Applied Industrial Technologies, Inc.		147,750
	2,000		Briggs & Stratton Corp.		26,680
	3,000		Cognex Corp.		42,390
	10,100		Flowserve Corp.		705,081
	8,750	@	Gardner Denver, Inc.		220,238
	1,450		Graco, Inc.		31,929
	9,581		IDEX Corp.		235,405
	5,624	@	Intermec, Inc.		72,550
	643	L	Lindsay Manufacturing Co.		21,283
	1,024		Nordson Corp.		39,588
	2,684		Robbins & Myers, Inc.		51,667
	4,300		Rockwell Automation, Inc.		138,116
	8,698		Roper Industries, Inc.		394,106
	6,042		Wabtec Corp.		194,371
					2,458,679
			Media: 1.0%
	170,432		Comcast Corp. - Class A		2,469,560
	26,850	@,L	DIRECTV Group, Inc.		663,464

Shares				Value
			Media (continued)
	1,100	L	Factset Research Systems, Inc.	$	54,857
	4,200		McGraw-Hill Cos., Inc.		126,462
	4,998	@	Time Warner Cable, Inc.		158,287
	65,916		Time Warner, Inc.		1,660,424
	39,000	@	Viacom - Class B		885,300
					6,018,354
			Metal Fabricate/Hardware: 0.3%
	550		Kaydon Corp.		17,908
	1,100		Lawson Products		15,631
	7,946		Mueller Industries, Inc.		165,277
	14,464		Precision Castparts Corp.		1,056,306
	95	@	RTI International Metals, Inc.		1,679
	6,000		Timken Co.		102,480
	1,200		Valmont Industries, Inc.		86,496
	9,884		Worthington Industries		126,416
					1,572,193
			Mining: 0.0%
	1,950		Amcol International Corp.		42,081
	1,689	@	Brush Engineered Materials, Inc.		28,291
	152	@	Century Aluminum Co.		947
					71,319
			Miscellaneous Manufacturing: 1.9%
	11,700		Actuant Corp.		142,740
	3,860	L	Acuity Brands, Inc.		108,273
	140		AO Smith Corp.		4,560
	765		Aptargroup, Inc.		25,834
	1,653	@	AZZ, Inc.		56,880
	6,067		Brink's Co.		176,125
	7,250		Carlisle Cos., Inc.		174,290
	5,260	@	Ceradyne, Inc.		92,892
	3,183		Clarcor, Inc.		92,912
	17,300		Cooper Industries Ltd.		537,165
	4,479		Crane Co.		99,926
	6,873		Donaldson Co., Inc.		238,081
	58,570		Dover Corp.		1,938,081
	3,100		Eaton Corp.		138,291
	6,000	@,S	EnPro Industries, Inc.		108,060
	3,155	@	ESCO Technologies, Inc.		141,344
	11,405		Federal Signal Corp.		87,248
	360,562		General Electric Co.		4,225,787
	5,536	@	Griffon Corp.		46,060
	8,284		Harsco Corp.		234,437
	17,000		Honeywell International, Inc.		533,800
	36,423		ITT Corp.		1,620,824
	3,150		John Bean Technologies Corp.		39,438
	2,342		Myers Industries, Inc.		19,485
	3,147		Pentair, Inc.		80,626
	2,098		SPX Corp.		102,739
	1,403		Standex International Corp.		16,275
	2,347	L	Sturm Ruger & Co., Inc.		29,197
	2,300		Teleflex, Inc.		103,109
	5,000		Tredegar Corp.		66,600
					11,281,079
			Office Furnishings: 0.1%
	10,202		Herman Miller, Inc.		156,499
	2,250		HNI, Corp.		40,635
	6,469		Interface, Inc.		40,108
					237,242

Shares				Value
			Office/Business Equipment: 0.3%
	64,400		Pitney Bowes, Inc.	$	1,412,292
	70,704		Xerox Corp.		458,162
					1,870,454
			Oil & Gas: 4.7%
	13,029		Anadarko Petroleum Corp.		591,386
	11,588		Apache Corp.		836,074
	8,562	@	Atwood Oceanics, Inc.		213,279
	4,900	@	Bill Barrett Corp.		134,554
	56,076		Chevron Corp.		3,715,035
	3,500		Cimarex Energy Co.		99,190
	3,935	@	Comstock Resources, Inc.		130,052
	14,527		ConocoPhillips		611,006
	9,700	L	Diamond Offshore Drilling		805,585
	8,600	@	Encore Acquisition Co.		265,310
	161,832		ExxonMobil Corp.		11,313,675
	4,850	@	Forest Oil Corp.		72,362
	18,612		Frontier Oil Corp.		244,003
	9,050		Helmerich & Payne, Inc.		279,374
	9,883		Hess Corp.		531,211
	4,655		Holly Corp.		83,697
	9,475		Marathon Oil Corp.		285,482
	25,124		Murphy Oil Corp.		1,364,736
	9,460	@	Newfield Exploration Co.		309,058
	33,414		Occidental Petroleum Corp.		2,198,975
	18,300		Patterson-UTI Energy, Inc.		235,338
	1,850		Penn Virginia Corp.		30,285
	758	@	Petroleum Development Corp.		11,893
	82	@	Petroquest Energy, Inc.		303
	1,995	@	Pioneer Drilling Co.		9,556
	5,746	@	Plains Exploration & Production Co.		157,211
	5,850	@	Pride International, Inc.		146,601
	11,550	@,L	Quicksilver Resources, Inc.		107,300
	14,960	@	Southwestern Energy Co.		581,196
	3,072		St. Mary Land & Exploration Co.		64,113
	9,298	@	Stone Energy Corp.		68,991
	48	@	Swift Energy Co.		799
	28,379	L	Tesoro Corp.		361,265
	37,100		XTO Energy, Inc.		1,414,994
					27,273,889
			Oil & Gas Services: 1.3%
	3,842	@	Basic Energy Services, Inc.		26,241
	43,072		BJ Services Co.		587,071
	65,920	@	Cameron International Corp.		1,865,536
	1,621	L	CARBO Ceramics, Inc.		55,438
	2,600	@	Dril-Quip, Inc.		99,060
	7,800	@	Exterran Holdings, Inc.		125,112
	1,980		Gulf Island Fabrication, Inc.		31,343
	4,467	@	Helix Energy Solutions Group, Inc.		48,556
	4,377	@	Hornbeck Offshore Services, Inc.		93,624
	2,489	@,L	ION Geophysical Corp.		6,397
	1,100		Lufkin Industries, Inc.		46,255
	5,700	@	Matrix Service Co.		65,436
	1,397	@	NATCO Group, Inc.		45,989
	60,619	@	National Oilwell Varco, Inc.		1,979,817
	2,921	@	Oceaneering International, Inc.		132,029
	5,825	@	Oil States International, Inc.		141,023
	33,768		Schlumberger Ltd.		1,827,186
	3,079	@	SEACOR Holdings, Inc.		231,664