Voya EQUITY TRUST, et al. – ‘N-30D’ for 11/30/02

On:  Thursday, 1/30/03, at 7:12pm ET   ·   As of:  1/31/03   ·   Effective:  1/31/03   ·   For:  11/30/02   ·   Accession #:  950147-3-86   ·   File #s:  811-01939, 811-07978, 811-08817

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Annual or Semi-Annual Report Mailed to Shareholders   —   Rule 30d-1
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Document/Exhibit                   Description                      Pages   Size 

 1: N-30D       Semi-Annual Report for Period Ended 11/30/2002       192±   829K 

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SEMI-ANNUAL REPORT                                                              

November 30, 2002                       DOMESTIC EQUITY GROWTH FUNDS            
                       ING Growth + Value Fund
CLASSES I AND Q                         ING Growth Opportunities Fund           
                        ING LargeCap Growth Fund
                             ING MidCap Opportunities Fund
                               ING SmallCap Opportunities Fund
                                ING Research Enhanced Index Fund

                           DOMESTIC EQUITY VALUE FUNDS
                            ING Large Company Value Fund
                 ING MagnaCap Fund
                     ING MidCap Value Fund
                       ING SmallCap Value Fund

                                DOMESTIC EQUITY AND INCOME FUNDS
                    ING Convertible Fund
                        ING Equity and Bond Fund
                    ING Real Estate Fund

 [PHOTO]

                                                                     [LION LOGO]
                                                                     ING FUNDS

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 TABLE OF CONTENTS
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President's Letter ...........................      1   
Portfolio Managers' Reports:                            
Domestic Equity Growth Funds ...............      2 
Domestic Equity Value Funds ................     14 
Domestic Equity and Income Funds ...........     22 
Index Descriptions ...........................     28   
Statements of Assets and Liabilities .........     29   
Statements of Operations .....................     37   
Statements of Changes in Net Assets ..........     41   
Financial Highlights .........................     49   
Notes to Financial Statements ................     62   
Portfolios of Investments ....................     82   
Trustee and Officer Information ..............    114   

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PRESIDENT'S LETTER
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Dear Shareholder:                                                               

We are pleased to present the Classes I and Q November 30, 2002 Semi-Annual     
Report for the ING Funds. There are thirteen Funds included in this Semi-Annual 
Report.                                                                         

The six months ended November 30, 2002 proved to be a difficult period as a weak
economy and continued accounting scandals in the corporate sector took their    
toll on the U.S. equity markets.                                                

Amid the difficulties of the past six months, we were successful in integrating 
the operations of various mutual fund groups that have been acquired by ING     
Groep N.V. over the past two years. The ING Funds family now offers more than   
100 open- and closed-end funds and variable products with a wide range of       
investment objectives and styles.                                               

At ING Funds, we are dedicated to providing core investments for serious        
investors. Our goal is to understand and anticipate your needs and objectives,  
and manage our products accordingly. We greatly appreciate your continued       
investment in the ING Funds. Sincerely,                                         

/s/ James M. Hennessy                                                           

James M. Hennessy                                                               
President                                                                       
ING Funds Services, LLC                                                         
December 15, 2002                                                               

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ING GROWTH + VALUE FUND                               Portfolio Managers' Report
--------------------------------------------------------------------------------

PORTFOLIO MANAGEMENT TEAM: Louis Navellier, Chief Investment Officer; Alan      
Alpers, Senior Portfolio Manager, Navellier Fund Management, Inc.               

GOAL: The ING Growth + Value Fund (the "Fund") seeks long-term capital          
appreciation by investing primarily in stocks from a universe of small to mid   
capitalization U.S. companies with market capitalization ranging from $500      
million to $10 billion.                                                         

MARKET OVERVIEW: The current bear market is now longer and deeper than the      
1973-1974 bear market, especially if an investor uses the NASDAQ market as a    
benchmark. Many high dividend-yielding stocks were unmercifully punished during 
the market exodus that bottomed in late July and again in early October.        
Unfortunately, between the stock market sell off and the housing bubble losing  
some air, consumers have definitely turned more cautious in recent months.      
However, consumers continue to refinance their homes and lower their respective 
mortgage payments. Although interest rates remained low much to the benefit of  
those purchasing new homes or refinancing existing homes, the Federal Reserve   
Board ("Fed") was forced to admit that deflation may be the greater threat to   
overall economic recovery. Evidence of deflationary forces was exhibited in the 
third quarter as U.S. non-financial businesses saw prices for their products    
fall 1.2% from the year before.                                                 

The uncertainty surrounding the possibility of a war with Iraq continues to add 
to investor anxiety and makes financial markets nervous. However, once decisive 
action is taken, the uncertainty that has been plaguing financial markets will  
likely dissipate and the stock market could rebound. Of course, the U.S. or the 
U.N. should not attack Iraq just to boost world stock markets, but during every 
major attack, such as the Gulf War over a decade ago, the stock market rallied  
strongly. Hopefully a U.S. or U.N. assault on Iraq will likely be very          
short-lived and significantly benefit the world as a whole.                     

The recent rally that began in early October has been dominated by money-losing 
technology stocks that appeared to be rallying based on short covering. Although
these short-covering rallies can be spectacular (technology stocks rallied      
approximately 45% a year ago on short-covering), these rallies often fizzle     
fast. Fortunately, utility stocks recently joined the rally after the Fed cut   
key interest rates, so it appears that the stock market rally maybe now         
spreading to other industry groups. We expect that the stock market rally will  
likely continue to spread to more industry groups soon.                         

PERFORMANCE: For the six-month period ended November 30, 2002, the Fund's Class 
Q shares returned -22.21% compared to the Russell 2000 Index, which returned    
-16.03% and the Russell 3000 Index, which returned -12.06% over the same time   
period.                                                                         

PORTFOLIO SPECIFICS: The strong stock selection and advantageous over-weighting 
in outperforming sectors that helped performance in the 2nd and 3rd quarters    
seriously damaged the performance of the portfolio in October and November. The 
two biggest impacts on the portfolio were inferior stock selection in both the  
consumer discretionary and technology sectors. These two sectors alone accounted
for over 50% of the portfolio's underperformance. The stocks that led this      
market rally in October and November possessed no earnings and poor overall     
fundamentals. In fact, those stocks (i.e., money-losers) in the technology      
sector that led the rally are still down in excess of -75.0% since March 2000.  
We believe that this disconnect will likely be resolved in our favor, as        
fundamentals become important again in the new year.                            

MARKET OUTLOOK: There is little doubt in our minds that 2003 will likely be a   
banner year for the stock market. Business spending is slowly improving after a 
three-year drought. Consumer confidence picked up after the Fed's latest 50     
basis point interest rate cut. The earnings environment is expected to improve  
for the next two quarters, simply because the year-over-year earnings           
comparisons should be strong.                                                   

Much of our optimism is based on the fact that the Midterm Election Cycle is    
historically the best year for the stock market. The Bush administration and the
leadership of the new Congress are already working on a substantial economic    
stimulus package. The Republican leadership realizes the urgency to fix both the
U.S. economy and the stock market, otherwise they may not control Congress two  
years from now.                                                                 

The only real danger that we can possibly foresee for the overall stock market  
is that it might go through some more wild oscillations like it did after it    
bottomed out during the 1973-1974 stock market collapse. Back then, the         
leadership of the stock market kept shifting rapidly and basically confused     
investors for several years.                                                    

The underlying fundamentals associated with our portfolios remain stronger than 
ever. Even though we have added mainly technology stocks to our portfolios      
during the past couple months, the median price-to-earnings (P/E) ratio for our 
growth portfolios is still extremely reasonable. The earnings visibility for    
next year's forecasted earnings remains very unclear by the analyst community;  
however, we expect that if the average stock in our growth portfolios can       
sustain its recent sales growth, then it should be trading at less than 18 times
next year's estimated earnings.                                                 

We expect that when the overall stock market gets more volatile, our portfolios 
might get even stronger due to strong fundamentals associated with our average  
stock. During the third quarter earnings announcement season, many stocks in our
growth portfolios posted earnings surprises. Unfortunately, Wall Street was not 
rewarding strong earnings results and surprises during the past couple months   
like it normally does. We expect that many small-capitalization stocks may be   
catching up with the overall stock market and will likely stage a strong rally  
in the coming months. The more fundamentally focused the stock market becomes,  
the better many small-capitalization stocks will likely perform since many small
capitalization stocks have substantially lower price-to-earnings ratios.        

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Portfolio Managers' Report                               ING GROWTH + VALUE FUND
--------------------------------------------------------------------------------

We are now at the time of year when the stock market appears seasonally strong; 
this occurs between December and May, when pension contributions typically boost
the inflows into the stock market. Thinly traded small-capitalization stocks    
usually benefit the most from the surge in trading volume that is created by the
positive flow of funds into the stock market. If the Bush administration and the
new Congress increase pension contribution limits for 401k plans and other      
pensions funds, as many anticipate, the inflows into the stock market might be  
more impressive than anticipated.                                               

By the time the fourth quarter earnings announcements commence in mid-January,  
we expect that the stock market may re-focus on those stocks that will post     
strong sales and earnings gains, regardless of their industries. Fundamentally, 
the portfolio has never been stronger, so we believe that the strong earnings   
results should benefit the portfolio.                                           

                                AVERAGE ANNUAL TOTAL RETURNS
                               FOR THE PERIODS ENDED NOVEMBER 30, 2002
                               ---------------------------------------
                                           SINCE INCEPTION
                         1 YEAR           6/5/00
                         ------           ------
Class Q                            -30.34%           -36.79%          
Russell 2000 Index                 -10.60%            -4.85%(1)       
Russell 3000 Index                 -15.67%           -13.55%(1)       

Based on a $10,000 initial investment, the table above illustrates the total    
return of ING Growth + Value Fund against the Russell 2000 Index and the Russell
3000 Index. The Indices have an inherent performance advantage over the Fund    
since they have no cash in their portfolios, impose no sales charges and incur  
no operating expenses. An investor cannot invest directly in an index.          

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

Total returns reflect the fact that the Investment Manager has waived certain   
fees and expenses otherwise payable by the Fund. Total returns would have been  
lower had there been no waiver to the Fund.                                     

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 6/1/00.            

PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany 
investments in equities. In exchange for higher growth potential, investing in  
stocks of smaller and mid-sized companies may entail greater price volatility   
than investing in stocks of larger companies. Investing in funds that are       
concentrated in a smaller number of holdings poses greater risk than those funds
with a larger number of holdings because each investment has a greater effect on
the fund's performance.                                                         

See accompanying index descriptions on page 28. 

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ING GROWTH OPPORTUNITIES FUND                         Portfolio Managers' Report
--------------------------------------------------------------------------------

PORTFOLIO MANAGEMENT TEAM: Mary Lisanti, Executive Vice President and Portfolio 
Manager; Jeffrey Bernstein, Senior Vice President and Portfolio Manager, ING    
Investments, LLC.                                                               

GOAL: The ING Growth Opportunities Fund (the "Fund") seeks long-term growth of  
capital by investing primarily in the common stock of U.S. companies that the   
Portfolio Managers feel have above average prospects for growth.                

MARKET OVERVIEW: In the middle of the third consecutive year of difficult       
returns for equity investors, stocks began to show signs of life in recent      
months. U.S. equity benchmarks turned in their first back-to-back monthly gains 
over the past two months in almost a year, and the October-November returns were
the strongest two-month returns since 1999. However, this was not enough to     
offset the declines that occurred during the previous four months. As corporate 
scandals widened, fears of a double-dip recession increased, and consumer       
confidence sagged, investors plunged into the safety of government bonds,       
sending the yield on the 10-Year U.S. Treasury down 200 basis points from the   
end of May before bouncing.                                                     

However, as it became clear that the economy was not as bad as expected, stocks 
began to recover and moved up strongly in October and November. Investors were  
encouraged by the combination of fiscal and monetary policy stimulus, as        
Republicans gained control of both houses of Congress, and the Federal Reserve  
cut rates for the twelfth time, moving rates to a 41-year low. Stocks still     
finished lower in the six-month period ended November 30, although they were    
well off the 5-year lows reached in September. The NASDAQ Composite Index       
dropped 8.29% and the Dow Jones Industrial Average fell 9.36%. Small cap stocks 
suffered the most over the past six months, as the Russell 2000 Index plunged   
16.03%. The S&P 500 Index dropped 11.49% over the same period, while the S&P    
Midcap Index fell 14.63%.                                                       

The Fund is managed in a growth style: the portfolio management team seeks      
companies with above average earnings growth potential relative to companies in 
the S&P 500 Index. These stocks can often be more expensive on a price/earnings 
basis than the average stock, but look attractive relative to their growth      
rates. Historically, this strategy has rewarded investors over the long term;   
the "bet" the investor is making is that growth companies will be able to       
deliver on the earnings promise and therefore justify the existing P/E or       
perhaps even see an expansion of the P/E multiple over time. This strategy is to
some extent dependent on a stable to growing economy; it has its greatest       
difficulty in periods of global recession, when companies have difficulty       
meeting earnings estimates and multiples collapse. This describes the period we 
have just been through in the market. In the six months preceding the market    
bottom of October 10th, the average stock declined 30%; higher beta, higher     
growth stocks suffered disproportionately in the sell-off.                      

PERFORMANCE: For the six-month period ended November 30, 2002, the Fund's Class 
I shares returned -19.88%, compared to the S&P 500 Index which returned -11.49%.

PORTFOLIO SPECIFICS: The Fund's underperformance can primarily be attributed to 
the exposure to more cyclically sensitive technology stocks, such as            
semiconductors. While the Fund was equal weight the sector versus the benchmark,
these stocks underperformed as the economic recovery was pushed further out into
the future. However, the Fund did benefit from strong stock selection in the    
telecommunications sectors, gaining ground on stocks such as Nextel             
Communications and Verizon. During the quarter, we cut back on our exposure to  
consumer-related stocks, which began the period as the sector with the biggest  
exposure in the portfolio. In their place, we increased our holdings in         
biotechnology and some oversold telecommunications stocks, such as Nextel and   
AT&T Wireless.                                                                  

MARKET OUTLOOK: The current economic and market environment bears many parallels
to the 1990-1991 period. The economic recovery appears fragile; corporate profit
growth anemic; worries about credit risk, balance sheets, consumer spending, and
corporate capital spending abound. Why, then, is the market going up? The recent
actions by the Federal Reserve and the European Central Bank indicate that world
policy has shifted towards stimulus; the recently announced changes in the      
President's economic team increase the likelihood that the administration will  
present an aggressive stimulus package in January, and corporate profits appear 
to have bottomed. The odds are high that 2003 will likely be a better year for  
corporate profits than 2002. We have positioned the Fund for a recovery in      

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Portfolio Managers' Report                         ING GROWTH OPPORTUNITIES FUND
--------------------------------------------------------------------------------

corporate profits. We are overweight in Information Technology and Healthcare   
and within those sectors are overweight, more cyclical, higher beta groups such 
as semiconductors and biotechnology stocks. Within those group we are focused   
around several trends: companies with strong new product cycles which can       
potentially show earnings growth regardless of the economy; companies whose     
managements have restructured the business to try to improve profitability; and 
companies whose management appear focused on improving shareholder value.       

                  AVERAGE ANNUAL TOTAL RETURNS
                 FOR THE PERIODS ENDED NOVEMBER 30, 2002
                 -----------------------------------------------------
                                     SINCE INCEPTION   SINCE INCEPTION
                                     OF CLASS I       OF CLASS Q
            1 YEAR     5 YEAR       03/31/97          6/1/00
            ------     ------       --------          ------
Class I          -22.59%    -3.02%        1.10%                --     
Class Q          -23.84%       --           --             -33.94%    
S&P 500 Index    -16.51%     0.97%        5.30%(1)         -14.19%    

Based on a $10,000 initial investment, the table above illustrates the total    
return of ING Growth Opportunities Fund against the S&P 500 Index. The Index has
an inherent performance advantage over the Fund since it has no cash in its     
portfolio, imposes no sales charges and incurs no operating expenses. An        
investor cannot invest directly in an index.                                    

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

Total returns reflect the fact that the Investment Manager has waived certain   
fees and expenses otherwise payable by the Fund. Total returns would have been  
lower had there been no waiver to the Fund.                                     

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 4/1/97.            

PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany 
investments in equities. In exchange for higher growth potential, investing in  
stocks of smaller and mid-size companies may entail greater price volatility    
than investing in stocks of larger companies.                                   

See accompanying index descriptions on page 28. 

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ING LARGECAP GROWTH FUND                              Portfolio Managers' Report
--------------------------------------------------------------------------------

PORTFOLIO MANAGEMENT TEAM: Mary Lisanti, Executive Vice President and Senior    
Portfolio Manager; Jeffrey Bernstein, Senior Vice President and Senior Portfolio
Manager, ING Investments, LLC.                                                  

GOAL: The ING LargeCap Growth Fund (the "Fund") seeks long-term capital         
appreciation by investing primarily in stocks from a universe of U.S. companies 
with market capitalizations corresponding, at the time of purchase, to the upper
90% of the S&P 500 Index.                                                       

MARKET OVERVIEW: In the middle of the third consecutive year of difficult       
returns for equity investors, stocks began to show signs of life in recent      
months. U.S. equity benchmarks turned in their first back-to-back monthly gains 
over the past two months in almost a year, and the October-November returns were
the strongest two-month returns since 1999. However, this was not enough to     
offset the declines that occurred during the previous four months. As corporate 
scandals widened, fears of a double-dip recession increased, and consumer       
confidence sagged, investors plunged into the safety of government bonds,       
sending the yield on the 10-Year U.S. Treasury down 200 basis points from the   
end of May before bouncing.                                                     

However, as it became clear that the economy was not as bad as expected, stocks 
began to recover and moved up strongly in October and November. Investors were  
encouraged by the combination of fiscal and monetary policy stimulus, as        
Republicans gained control of both houses of Congress, and the Federal Reserve  
Board ("Fed") cut rates for the twelfth time, moving rates to a 41-year low.    
Stocks still finished lower in the six-month period ended November 30, 2002     
although they were well off the 5-year lows reached in September. The NASDAQ    
Composite Index dropped 8.29% and the Dow Jones Industrial Average fell 9.36%.  
Small cap stocks suffered the most over the past six months, as the Russell 2000
Index plunged 16.03%. The S&P 500 Index dropped 11.49% over the same period,    
while the S&P Midcap Index fell 14.63%.                                         

The Fund is managed in a growth style: the portfolio management team seeks      
companies with above average earnings growth potential relative to companies in 
the Russell 1000 Growth Index. These stocks can often be more expensive on a    
price/earnings basis than the average stock, but look attractive relative to    
their growth rates. Historically, this strategy has rewarded investors over the 
long term; the "bet" the investor is making is that growth companies will be    
able to deliver on the earnings promise and therefore justify the existing P/E  
or perhaps even see an expansion of the P/E multiple over time. This strategy is
to some extent dependent on a stable to growing economy; it has its greatest    
difficulty in periods of global recession, when companies have difficulty       
meeting earnings estimates and multiples collapse. This describes the period we 
have just been through in the market. In the six months preceding the market    
bottom of October 10th, the average stock declined 30%; higher beta, higher     
growth stocks suffered disproportionately in the sell-off.                      

PERFORMANCE: For the six-month period ended November 30, 2002, the Fund's Class 
Q shares returned -15.72%, while the Russell 1000 Growth Index returned -11.26% 
for the same period.                                                            

PORTFOLIO SPECIFICS: The Fund's underperformance can primarily be attributed to 
the exposure to more cyclically sensitive technology stocks, such as            
semiconductors. While the Fund was equal weight the sector versus the benchmark,
these stocks underperformed as the economic recovery was pushed further out into
the future. However, the Fund did benefit from strong stock selection in the    
healthcare sector, gaining ground on stocks such as Forest Labs and Boston      
Scientific. During the quarter, we cut back on our exposure to consumer-related 
stocks, which began the period as the sector with the biggest exposure in the   
portfolio. In their place, we increased our holdings in biotechnology and some  
oversold telecommunications stocks, such as Nextel and Nokia.                   

MARKET OUTLOOK: The current economic and market environment bears many parallels
to the 1990-1991 period. The economic recovery appears fragile; corporate profit
growth anemic; worries about credit risk, balance sheets, consumer spending, and
corporate capital spending abound. Why, then, is the market going up? The recent
actions by the Fed and the European Central Bank indicate that world policy has 
shifted towards stimulus; the recently announced changes in the President's     
economic team increase the likelihood that the administration will present an   
aggressive stimulus package in January, and corporate profits appear to have    
bottomed. The odds are high that 2003 will likely be a better year for corporate
profits than 2002. We                                                           

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Portfolio Managers' Report ING LARGECAP GROWTH FUND                             
--------------------------------------------------------------------------------

have positioned the Fund for a recovery in corporate profits. We are overweight 
in Information Technology and Healthcare and within those sectors are           
overweight, more cyclical, higher beta groups such as semiconductors and        
biotechnology stocks. Within those group we are focused around several trends:  
companies with strong new product cycles, which can potentially show earnings   
growth regardless of the economy; companies whose managements have restructured 
the business to try to improve profitability; and companies whose management    
appear focused on improving shareholder value.                                  

                              AVERAGE ANNUAL TOTAL RETURNS
                               FOR THE PERIODS ENDED NOVEMBER 30, 2002
                               -------------------------------------------------
                                                SINCE INCEPTION  SINCE INCEPTION
                                                OF CLASS I      OF CLASS Q
                           1 YEAR   5 YEAR      01/08/02         7/21/97
                           ------   ------      --------         -------
Class I                            --      --        -34.99%            --      
Class Q                        -29.23%   2.49%           --           3.40%     
Russell 1000 Growth Index      -22.68%  -2.23%       -22.53%(1)      -2.25%(2)  

Based on a $10,000 initial investment, the table above illustrates the total    
return of ING LargeCap Growth Fund against the Russell 1000 Growth Index. The   
Index has an inherent performance advantage over the Fund since it has no cash  
in its portfolio, imposes no sales charges and incurs no operating expenses. An 
investor cannot invest directly in an index.                                    

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

Total returns reflect the fact that the Investment Manager has waived certain   
fees and expenses otherwise payable by the Fund, subject to possible later      
reimbursement during a three-year period. Total returns would have been lower   
had there been no waiver to the Fund.                                           

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 1/1/02.            

(2)  Since inception performance for the index is shown from 8/1/97.            

PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany 
investments in equities. Investing in funds that are concentrated in a smaller  
number of holdings poses greater risk than those funds with a larger number of  
holdings because each investment has a greater effect on the fund's performance.

See accompanying index descriptions on page 28. 

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ING MIDCAP OPPORTUNITIES FUND                         Portfolio Manager's Report
------------------------------------------------------------------------------- 

PORTFOLIO MANAGEMENT TEAM: Mary Lisanti, Executive Vice President and Senior    
Portfolio Manager; Jeffrey Bernstein, Senior Vice President and Senior Portfolio
Manager, ING Investments, LLC.                                                  

GOAL: The ING MidCap Opportunities Fund (the "Fund") seeks long-term capital    
appreciation by investing primarily in the common stock of mid-sized U.S.       
companies that the Portfolio Managers' feel have above average prospects for    
growth.                                                                         

MARKET OVERVIEW: In the middle of the third consecutive year of difficult       
returns for equity investors, stocks began to show signs of life in recent      
months. U.S. equity benchmarks turned in their first back-to-back monthly gains 
over the past two months in almost a year, and the October-November returns were
the strongest two-month returns since 1999. However, this was not enough to     
offset the declines that occurred during the previous four months. As corporate 
scandals widened, fears of a double-dip recession increased, and consumer       
confidence sagged, investors plunged into the safety of government bonds,       
sending the yield on the 10-Year U.S. Treasury down 200 basis points from the   
end of May before bouncing.                                                     

However, as it became clear that the economy was not as bad as expected, stocks 
began to recover and moved up strongly in October and November. Investors were  
encouraged by the combination of fiscal and monetary policy stimulus, as        
Republicans gained control of both houses of Congress, and the Federal Reserve  
cut rates for the twelfth time, moving rates to a 41-year low. Stocks still     
finished lower in the six-month period ended November 30, 2002 although they    
were well off the 5-year lows reached in September. The NASDAQ Composite Index  
dropped 8.29% and the Dow Jones Industrial Average fell 9.36%. Small cap stocks 
suffered the most over the past six months, as the Russell 2000 Index plunged   
16.03%. The S&P 500 Index dropped 11.49% over the same period, while the S&P    
Midcap Index fell 14.63%.                                                       

The Fund is managed in a growth style: the portfolio management team seeks      
companies with above average earnings growth potential relative to companies in 
the S&P Midcap Index. These stocks can often be more expensive on a             
price/earnings basis than the average stock, but look attractive relative to    
their growth rates. Historically, this strategy has rewarded investors over the 
long term; the "bet" the investor is making is that growth companies will be    
able to deliver on the earnings promise and therefore justify the existing P/E  
or perhaps even see an expansion of the P/E multiple over time. This strategy is
to some extent dependent on a stable to growing economy; it has its greatest    
difficulty in periods of global recession, when companies have difficulty       
meeting earnings estimates and multiples collapse. This describes the period we 
have just been through in the market. In the six months preceding the market    
bottom of October 10th, the average stock declined 30%; higher beta, higher     
growth stocks suffered disproportionately in the sell-off.                      

PERFORMANCE: For the six-month period ending November 30, 2002, the Fund's Class
I shares returned -12.22%, outperforming the S&P Midcap 400 Index, which        
returned -14.63% for the same period.                                           

PORTFOLIO SPECIFICS: The Fund's outperformance was driven by better stock       
picking in the transportation, telecommunications, and financial sectors. During
the past six months, the Fund reduced its weighting in consumer-related sectors,
while adding to select stocks in the technology and biotechnology areas. The    
fund also benefited from some stock picking among Internet stocks, including    
Amazon.com and Hotels.com. The biggest contributors to performance during the   
six-month period were Nextel Communications and Network Appliance.              

MARKET OUTLOOK: The current economic and market environment bears many parallels
to the 1990-1991 period. The economic recovery appears fragile; corporate profit
growth anemic; worries about credit risk, balance sheets, consumer spending, and
corporate capital spending abound. Why, then, is the market going up? The recent
actions by the Fed and the European Central Bank indicate that world policy has 
shifted towards stimulus; the recently announced changes in the President's     
economic team increase the likelihood that the administration will present an   
aggressive stimulus package in January, and corporate profits appear to have    
bottomed. The odds are high that 2003 will likely be a better year for corporate
profits than 2002. We have positioned the Fund for a recovery in corporate      
profits. We are overweight Information Technology and Healthcare and within     
those sectors are overweight more cyclical, higher beta groups such as          
semiconductors and biotechnology stocks. Within those group we are focused      
around several trends:                                                          

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Portfolio Manager's Report                         ING MIDCAP OPPORTUNITIES FUND
--------------------------------------------------------------------------------

companies with strong new product cycles which can potentially show earnings    
growth regardless of the economy; companies whose managements have restructured 
the business to try to improve profitability; and companies whose management    
appear focused on improving shareholder value.                                  

                          AVERAGE ANNUAL TOTAL RETURNS
                         FOR THE PERIODS ENDED NOVEMBER 30, 2002
                        --------------------------------------------
                                  SINCE INCEPTION    SINCE INCEPTION
                                   OF CLASS I         OF CLASS Q
                    1 YEAR        8/20/98             4/4/00
                    ------        -------             ------
Class I                  -15.73%        7.43%                  --     
Class Q                  -16.20%          --               -24.07%    
S&P MidCap 400 Index      -6.24%       12.89%(1)            -2.92%(2) 

Based on a $10,000 initial investment, the table above illustrates the total    
return of ING MidCap Opportunities Fund against the S&P MidCap 400 Index. The   
Index has an inherent performance advantage over the Fund since it has no cash  
in its portfolio, imposes no sales charges and incurs no operating expenses. An 
investor cannot invest directly in an index.                                    

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

Total returns reflect the fact that the Investment Manager has waived certain   
fees and expenses otherwise payable by the Fund. Total returns would have been  
lower had there been no waiver to the Fund.                                     

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 9/1/98.            

(2)  Since inception performance for the index is shown from 4/1/00.            

PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany 
investments in equities. In exchange for higher growth potential, investing in  
stocks of mid-size companies may entail greater price volatility than investing 
in stocks of larger companies. Investing in funds that are concentrated in a    
smaller number of holdings poses greater risk than those funds with a larger    
number of holdings because each investment has a greater effect on the fund's   
performance.                                                                    

See accompanying index descriptions on page 28. 

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ING SMALLCAP OPPORTUNITIES FUND                       Portfolio Manager's Report
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PORTFOLIO MANAGEMENT TEAM: Mary Lisanti, Executive Vice President and Senior    
Portfolio Manager, ING Investments, LLC.                                        

GOAL: The ING SmallCap Opportunities Fund (the "Fund") seeks capital            
appreciation by investing at least 80% of its total assets in the common stock  
of smaller U.S. companies that the Portfolio Manager feels have above average   
prospects for growth.                                                           

MARKET OVERVIEW: In the middle of the third consecutive year of difficult       
returns for equity investors, stocks began to show signs of life in recent      
months. U.S. equity benchmarks turned in their first back-to-back monthly gains 
over the past two months in almost a year, and the October-November returns were
the strongest two-month returns since 1999. However, this was not enough to     
offset the declines that occurred during the previous four months. As corporate 
scandals widened, fears of a double-dip recession increased, and consumer       
confidence sagged, investors plunged into the safety of government bonds,       
sending the yield on the 10-Year U.S. Treasury down 200 basis points from the   
end of May before bouncing.                                                     

However, as it became clear that the economy was not as bad as expected, stocks 
began to recover and moved up strongly in October and November. Investors were  
encouraged by the combination of fiscal and monetary policy stimulus, as        
Republicans gained control of both houses of Congress, and the Federal Reserve  
cut rates for the twelfth time, moving rates to a 41-year low. Stocks still     
finished lower in the six-month period ended November 30, although they were    
well off the 5-year lows reached in September. The NASDAQ Composite Index       
dropped 8.29% and the Dow Jones Industrial Average fell 9.36%. Small cap stocks 
suffered the most over the past six months, as the Russell 2000 Index plunged   
16.03%. The S&P 500 Index dropped 11.49% over the same period, while the S&P    
Midcap Index fell 14.63%.                                                       

The Fund is managed in a growth style: the portfolio management team seeks      
companies with above average earnings growth potential relative to companies in 
the Russell 2000 Growth Index. These stocks can often be more expensive on a    
price/earnings basis than the average stock, but look attractive relative to    
their growth rates. Historically, this strategy has rewarded investors over the 
long term; the "bet" the investor is making is that growth companies will be    
able to deliver on the earnings promise and therefore justify the existing P/E  
or perhaps even see an expansion of the P/E multiple over time. This strategy is
to some extent dependent on a stable to growing economy; it has its greatest    
difficulty in periods of global recession, when companies have difficulty       
meeting earnings estimates and multiples collapse. This describes the period we 
have just been through in the market. In the six months preceding the market    
bottom of October 10th, the average stock declined 30%; higher beta, higher     
growth stocks suffered disproportionately in the sell-off.                      

PERFORMANCE: For the six-month period ended November 30, 2002, the Fund's Class 
I shares returned -21.40% while the Russell 2000 Index returned 16.03% for the  
same period.                                                                    

PORTFOLIO SPECIFICS: The Fund's underperformance can primarily be attributed to 
the Fund's exposure to consumer-related stocks, which underwent a correction    
after leading the market for months. While the Fund had cut back on consumer    
stocks, we remained slightly overweight the sector at the end of the period. The
Fund did gain back ground on stock selection in the healthcare sector,          
particularly in the biotechnology and pharmaceutical areas. Leaders in the Fund 
in those sectors were Taro Pharmaceuticals and Neurocrine Biosciences, while    
stocks in other areas, such as Sandisk, Kronos, and Dick's Sporting Goods, also 
contributed positively to performance. During the six-month period, the Fund did
cut back on consumer-related shares, while adding to select technology and      
biotechnology issues.                                                           

MARKET OUTLOOK: The current economic and market environment bears many parallels
to the 1990-1991 period. The economic recovery appears fragile; corporate profit
growth anemic; worries about credit risk, balance sheets, consumer spending, and
corporate capital spending abound. Why, then, is the market going up? The recent
actions by the Fed and the European Central Bank indicate that world policy has 
shifted towards stimulus; the recently announced changes in the President's     
economic team increase the likelihood that the administration will present an   
aggressive stimulus package in January, and corporate profits appear to have    
bottomed. The odds are high that 2003 will likely be a better year for corporate
profits than 2002. We have positioned the Fund for a recovery in corporate      

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Portfolio Manager's Report                       ING SMALLCAP OPPORTUNITIES FUND
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profits. We are overweight Information Technology and Healthcare and within     
those sectors are overweight more cyclical, higher beta groups such as          
semiconductors and biotechnology stocks. Within those group we are focused      
around several trends: companies with strong new product cycles which can       
potentially show earnings growth regardless of the economy; companies whose     
managements have restructured the business to try to improve profitability; and 
companies whose management appear focused on improving shareholder value.       

                      AVERAGE ANNUAL TOTAL RETURNS
                       FOR THE PERIODS ENDED NOVEMBER 30, 2002
                      ----------------------------------------------
                                  SINCE INCEPTION    SINCE INCEPTION
                                   OF CLASS I         OF CLASS Q
                  1 YEAR           4/1/99             4/4/00
                  ------           ------             ------
Class I                -34.67%          -3.46%                 --     
Class Q                -34.91%             --              -30.51%    
Russell 2000 Index     -10.60%           1.94%              -8.83%(1) 

Based on a $10,000 initial investment, the table above illustrates the total    
return of ING SmallCap Opportunities Fund against the Russell 2000 Index. The   
Index has an inherent performance advantage over the Fund since it has no cash  
in its portfolio, imposes no sales charges and incurs no operating expenses. An 
investor cannot invest directly in an index.                                    

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

Total returns reflect the fact that the Investment Manager has waived certain   
fees and expenses otherwise payable by the Fund. Total returns would have been  
lower had there been no waiver to the Fund.                                     

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER, ONLY 
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGER'S   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 4/1/00.            

PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany 
investments in equities. In exchange for higher growth potential, investing in  
stocks of smaller companies may entail greater price volatility than investing  
in stocks of larger companies.                                                  

See accompanying index descriptions on page 28. 

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ING RESEARCH ENHANCED INDEX FUND                      Portfolio Manager's Report
--------------------------------------------------------------------------------

PORTFOLIO MANAGEMENT TEAM: Aeltus Investment Management, Inc., led by Hugh      
Whelan, Co-Portfolio Manager and Doug Cote' Co-Portfolio Manager.               

GOAL: The ING Research Enhanced Index Fund (the "Fund") seeks to outperform the 
Standard & Poor's Composite Index (S&P 500), while maintaining a market level of
risk by investing at least 80% of its net assets in stocks included in the S&P  
500.                                                                            

MARKET OVERVIEW: The S&P 500 Index posted a loss of 11.49% in the period as     
concerns regarding the possibility of a "double-dip" recession and war with Iraq
weighed heavily on U.S. equity markets. The Federal Reserve responded to these  
pressures on November 6th by implementing a surprising 50 basis point cut in the
Federal Funds rate. Since that date U.S. equities have rallied strongly on      
renewed investor optimism. That optimism has been in response to the Federal    
Reserve's actions, and, to evidence from corporate earnings reports and U.S.    
economic releases indicating our economy will likely rebound from its current   
weakness.                                                                       

The more confident stance of investors resulted in higher growth sectors such as
information technology and telecommunication services being the best performers 
in the period in sharp contrast to the first half of the year. The worst        
performing sectors were the utilities and consumer discretionary sectors.       

PERFORMANCE: For the six-month period ended November 30, 2002, the Fund's Class 
I shares provided a total return of -11.74% compared to -11.49% for the S&P 500 
Index.                                                                          

PORTFOLIO SPECIFICS: The Fund's performance was helped by strong individual     
security selection within the consumer staples, industrials, and information    
technology sectors. Within consumer staples our underweight of Philip Morris    
benefited performance. Within information technology, an overweight in Dell     
Computer and underweight in Electronic Data Systems also helped the Fund's      
performance.                                                                    

Fund performance was hurt by ineffective individual security selection in the   
energy, consumer discretionary and healthcare sectors. The Fund's underweight in
Exxon Mobil in the energy sector and our overweight in Home Depot in the        
consumer discretionary sector hurt performance. Our positioning in Abbott       
Laboratories within the healthcare sector also detracted from performance during
the period.                                                                     

The Fund's sector allocation did not have a significant impact on performance.  
The positive contribution from our underweight in consumer staples was largely  
offset by the negative impact of our underweight in healthcare stocks.          

MARKET OUTLOOK: Our quantitative research -- which focuses on business momentum 
and earnings quality, market recognition and valuation -- is pointing the Fund  
towards lower weightings in the healthcare and consumer discretionary sectors.  
We have increased our weightings in the financials and consumer staples sectors.
Currently our largest overweight is in financials and our greatest underweight  
is in the healthcare sector.                                                    

Historical relationships between anticipated corporate earnings and prevailing  
interest rates suggest that the U.S. equity market may be currently undervalued.
While significant risks -- especially those related to terrorism and potential  
conflict with Iraq -- continue to weigh heavily on the market, underlying       
economic fundamentals suggest that the U.S. economy is likely to continue to    
grow. Economic growth, both here and abroad, should support improving corporate 
earnings.                                                                       

While November saw some speculative behavior and short covering that rewarded   
stocks with poor investment characteristics, we believe the U.S. equity market  
in the long run rewards stocks with strong business fundamentals. Measurement of
those fundamentals in a consistent, rigorous manner is the foundation of the    
quantitative process we use to manage this strategy.                            

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Portfolio Manager's Report                      ING RESEARCH ENHANCED INDEX FUND
--------------------------------------------------------------------------------

                                AVERAGE ANNUAL TOTAL RETURNS
                               FOR THE PERIODS ENDED NOVEMBER 30, 2002
                               ---------------------------------------
                                               SINCE INCEPTION
                             1 YEAR             12/30/98
                             ------             --------
Class I                             -17.00%             -6.71%        
S&P 500 Index                       -16.51%             -5.47%(1)     

Based on a $10,000 initial investment, the table above illustrates the total    
return of ING Research Enhanced Index Fund against the S&P 500 Index. The Index 
has an inherent performance advantage over the Fund since it has no cash in its 
portfolio, imposes no sales charges and incurs no operating expenses. An        
investor cannot invest directly in an index.                                    

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

Total returns reflect the fact that the Investment Manager has waived certain   
fees and expenses otherwise payable by the Fund. Total returns would have been  
lower had there been no waiver to the Fund.                                     

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 01/01/99.          

PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany 
investments in equities.                                                        

See accompanying index descriptions on page 28. 

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ING LARGE COMPANY VALUE FUND                          Portfolio Manager's Report
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PORTFOLIO MANAGEMENT: Thomas Jackson, Senior Vice President and Senior Portfolio
Manager, ING Investments, LLC.                                                  

GOAL: The ING Large Company Value Fund (the "Fund") seeks long-term capital     
appreciation with income as a secondary objective.                              

MARKET OVERVIEW: The U.S. stock market declined significantly in the six months 
ending November 30, 2002 with the S&P 500 Index down 11.49% and the NASDAQ      
Composite Index down 8.48%. The period exhibited substantial volatility as the  
stock market declined dramatically into early October 2002 and then rallied     
through the end of November. The stock market was buffeted during the third     
calendar quarter by a number of concerns: 1) The fear of a double dip recession 
as an already slow economic rebound began to falter; 2) A below average rebound 
in corporate profits; 3) An absolute aversion to risk in the corporate debt     
markets resulting in quality spreads continuing to widen compared to Treasury   
bond yields; and 4) Investor concerns regarding possible military action in     
Iraq. The rebound from the October lows was accompanied by some better than     
expected signs of economic growth; by a further cut in interest rates by the    
Federal Reserve; and by narrowing quality spreads in the debt markets.          

For the last six months, the stocks of larger companies outperformed those of   
small and mid-sized companies. Looking at the S&P/Barra style based indices,    
Growth stocks modestly outperformed Value stocks across the capitalization      
spectrum.                                                                       

PERFORMANCE: For the six-month period ending November 30, 2002, the Fund's Class
Q shares returned -16.80% compared to the S&P 500 Index which returned -11.49%  
for the same period.                                                            

PORTFOLIO SPECIFICS: The Fund is being managed in a Value investment style,     
which concentrates on companies that sell at significant valuation discounts to 
the stock market and which also sell at significant valuation discounts to their
own history. There is a large degree of contrary opinion embodied in this       
approach. Studies of the past indicate that this is a good way to manage money  
over the long run. However, it is worthwhile to point out that the stock market 
isn't stupid. Generally companies that sell at large valuation discounts to the 
market are experiencing some, hopefully temporary, problem. The value investor  
is accepting the risk of the problems and the attendant time risk until they are
solved (if ever). In return, the investor receives the potential "benefit" of   
buying investments on sale.                                                     

This description of value investing serves as a good introduction to the        
analysis of the performance results for the period and to illustrate the risks  
of the value approach. The under-performance of the Fund for the last six months
relative to the S&P500 Index is more than attributable to the Fund's large and  
unsuccessful investment in the Electric Utility industry. This position was     
established after the Enron debacle as the stocks in the industry declined      
substantially and were selling at both very high dividend yields and low        
valuations compared to the past. However, the confluence of events afflicting   
them turned out to be akin to the Perfect Storm. They included questionable     
accounting and business practices; debt heavy balance sheets; the California    
energy crisis; regional over capacity; lower demand for electricity due to the  
recession; a collapse in energy trading; declining profit margins; and rapidly  
declining credit ratings. These problems combined to depress not only current   
profits, but ultimately the longer-term outlook for company profits as well. In 
short, while the stocks appeared "cheap" on the numbers, the problems proved to 
be much worse than expected resulting in significant further declines in the    
stocks. The declines in the long-term profit outlook made the initial valuation 
judgment incorrect. We eventually reduced the Utility investment substantially, 
but not before it negatively impacted the performance of the Fund. There is a   
general lesson in this with regard to Value investing: If the problem that is   
making the stock cheap turns out to be intractable, the original "discount      
price" is likely to be insufficient to justify the investment. If you buy what  
turns out to be shoddy merchandise, even on sale, you are unlikely to have a    
happy result.                                                                   

Much did go right over the last six months. The Fund's underweight in           
technology, financial, and energy stocks combined with relatively good          
selectivity in these groups partially offset the poor performance of the        
utilities.                                                                      

MARKET OUTLOOK: While the length and depth of the market decline over the last  
couple of years has been painful, the good news is that stocks are now more     
reasonably priced than they have been in a long time. In fact, at the October   
lows, the market was selling below its long term average price to earnings ratio
based on consensus 2003 earnings estimates. Given the substantial decline in    
interest rates (which compete with stocks for investor attention and serve as   
the underpinning for stock valuation), stocks are at more attractive valuation  
levels than has been the case for the last quarter of a century. In fact, the   
dividend yield on the market is now higher than short-term interest rates, a    
situation that hasn't been experienced for any extended period since the early  
1950's. Meanwhile, the economy and corporate profits continue to grow albeit at 
modest rates, inflation is seemingly under control, and the Federal Reserve has 
been accommodating.                                                             

The market continues to deal with a number of issues including: Accounting      
integrity and corporate governance; record levels of corporate and consumer     
debt; the intermediate term trajectory of the economy; the long-term growth of  
corporate profits; and the impact of the potential war in Iraq and the war      
against terrorism in general. While each of these issues has the potential to   
significantly impact short-term market returns, current valuation levels would  
seem to be attractive enough to justify the belief that the worst of this long  
and deep bear market may be behind us. With that said, it is also reasonable to 
expect that future returns from stocks will be significantly below what we      
became accustomed to in the '80's and '90's. In fact, stocks may well provide   
returns                                                                         

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Portfolio Manager's Report                          ING LARGE COMPANY VALUE FUND
--------------------------------------------------------------------------------

below their long-term average. However, compared to current low interest rates, 
they may still be the best deal in town.                                        

Our strategy is to continue to seek out companies that have depressed current   
valuations where we believe that their long-term prospects are not adequately   
reflected in their stock price. Technology and Healthcare companies are         
over-weighted compared to the Value indices (about in line with the S&P500      
index). As an offset, we are under-weighted in Financial Services (particularly 
banks) and Consumer Cyclical companies compared to most value benchmarks. While 
the portfolio has been constructed stock by stock, there are a couple of broad  
themes that run through the portfolio: 1) To the degree possible, we own        
companies with pricing power. In the current very low inflation environment,    
pricing power is a valuable asset. Property and Casualty Insurance, Healthcare, 
Tobacco, and perhaps Energy companies all currently have the ability to raise   
prices on their products. 2) Dividends are a more certain component of equity   
return than capital gains. All things equal, we would prefer to own dividend    
payers rather than non-dividend payers.                                         

                              AVERAGE ANNUAL TOTAL RETURNS
                               FOR THE PERIODS ENDED NOVEMBER 30, 2002
                               ---------------------------------------
                                             SINCE INCEPTION
                          1 YEAR             10/4/01
                          ------             -------
Class Q                            -19.44%            -12.60%         
S&P 500 Index                      -16.51%             -7.24%(1)      

Based on a $10,000 initial investment, the table above illustrates the total    
return of the ING Large Company Value Fund against the S&P 500 Index. The Index 
has an inherent performance advantage over the Fund since it has no cash in its 
portfolio, imposes no sales charges and incurs no operating expenses. An        
investor cannot invest directly in an index.                                    

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

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER, ONLY 
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGER'S   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 10/1/01.           

PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany 
investments in equities. In exchange for higher growth potential, investing in  
stocks of smaller and mid-sized companies may entail greater price volatility   
than investing in stocks of larger companies. The Fund may also invest in       
foreign securities. International investing does pose special risks, including  
currency fluctuations, economic and political risks not found in investments    
that are solely domestic. Investing in funds that are concentrated in a smaller 
number of holdings poses greater risk than those funds with a larger number of  
holdings because each investment has a greater effect on the fund's performance.

See accompanying index descriptions on page 28. 

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ING MAGNACAP FUND                                     Portfolio Manager's Report
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PORTFOLIO MANAGEMENT TEAM: Thomas Jackson, Senior Vice President and Senior     
Portfolio Manager; ING Investments, LLC.                                        

GOAL: The  ING MagnaCap Fund ("the Fund") seeks growth of capital, with dividend
income as a secondary consideration.                                            

MARKET OVERVIEW: The U.S. stock market declined significantly in the six months 
ending November 30, 2002 with the S&P500 Index down 11.49% and the NASDAQ       
Composite Index down 8.48%. The period exhibited substantial volatility as the  
stock market declined dramatically into early October 2002 and then rallied     
through the end of November. The stock market was buffeted during the third     
calendar quarter by a number of concerns: 1) The fear of a double dip recession 
as an already slow economic rebound began to falter; 2) A below average rebound 
in corporate profits; 3) An absolute aversion to risk in the corporate debt     
markets resulting in quality spreads continuing to widen compared to Treasury   
bond yields; and 4) Investor concerns regarding possible military action in     
Iraq. The rebound from the October lows was accompanied by some better than     
expected signs of economic growth; by a further cut in interest rates by the    
Federal Reserve; and by narrowing quality spreads in the debt markets.          

For the last six months, the stocks of larger companies outperformed those of   
small and mid-sized companies. Looking at the S&P/Barra style based indices,    
Growth stocks modestly out performed Value stocks across the capitalization     
spectrum.                                                                       

PERFORMANCE: For the six-month period ending November 30, 2002, the Fund's Class
Q shares returned -14.86% compared to -11.49% for the S&P 500 Index for the same
period.                                                                         

PORTFOLIO SPECIFICS: The Fund is being managed in a Value investment style,     
which concentrates on companies that sell at significant valuation discounts to 
the stock market and which also sell at significant valuation discounts to their
own history. There is a large degree of contrary opinion embodied in this       
approach. Studies of the past indicate that this is a good way to manage money  
over the long run. However, it is worthwhile to point out that the stock market 
isn't stupid. Generally companies that sell at large valuation discounts to the 
market are experiencing some, hopefully temporary, problem. The value investor  
is accepting the risk of the problems and the attendant time risk until they are
solved (if ever). In return, the investor receives the potential "benefit" of   
buying investments on sale.                                                     

This description of value investing serves as a good introduction to the        
analysis of the performance results for the period and to illustrate the risks  
of the value approach. The under-performance of the Fund for the last six months
relative to the S&P500 and the S&P/Barra Value Index is more than attributable  
to the Fund's large and unsuccessful investment in the Electric Utility         
industry. This position was established after the Enron debacle as the stocks in
the industry declined substantially and were selling at both very high dividend 
yields and low valuations compared to the past. However, the confluence of      
events afflicting them turned out to be akin to the Perfect Storm. They included
questionable accounting and business practices; debt heavy balance sheets; the  
California energy crisis; regional over capacity; lower demand for electricity  
due to the recession; a collapse in energy trading; declining profit margins;   
and rapidly declining credit ratings. These problems combined to depress not    
only current profits, but ultimately the longer-term outlook for company profits
as well. In short, while the stocks APPEARED "cheap" on the numbers, the        
problems proved to be much worse than expected resulting in significant further 
declines in the stocks. The declines in the long-term profit outlook made the   
initial valuation judgment incorrect. We eventually reduced the Utility         
investment substantially, but not before it negatively impacted the performance 
of the Fund. There is a general lesson in this with regard to Value investing:  
If the problem that is making the stock cheap turns out to be intractable, the  
original "discount price" is likely to be insufficient to justify the           
investment. If you buy what turns out to be shoddy merchandise, even on sale,   
you are unlikely to have a happy result.                                        

Much did go right over the last six months. The Fund's underweight in           
technology, financial, and energy stocks combined with relatively good          
selectivity in these groups partially offset the poor performance of the        
utilities.                                                                      

MARKET OUTLOOK: While the length and depth of the market decline over the last  
couple of years has been painful, the good news is that stocks are now more     
reasonably priced than they have been in a long time. In fact, at the October   
lows, the market was selling below its long term average price to earnings ratio
based on consensus 2003 earnings estimates. Given the substantial decline in    
interest rates (which compete with stocks for investor attention and serve as   
the underpinning for stock valuation), stocks are at more attractive valuation  
levels than has been the case for the last quarter of a century. In fact, the   
dividend yield on the market is now higher than short-term interest rates, a    
situation that hasn't been experienced for any extended period since the early  
1950's. Meanwhile, the economy and corporate profits continue to grow albeit at 
modest rates, inflation is seemingly under control, and the Federal Reserve has 
been accommodating.                                                             

The market continues to deal with a number of issues including: Accounting      
integrity and corporate governance; record levels of corporate and consumer     
debt; the intermediate term trajectory of the economy; the long-term growth of  
corporate profits; and the impact of the potential war in Iraq and the war      
against terrorism in general. While each of these issues has the potential to   
significantly impact short-term market returns, current valuation levels would  
seem to be attractive enough to justify the belief that the worst of this long  
and deep bear market may be behind us. With that said, it is also reasonable to 
expect that future returns from stocks may be significantly below what we became
accustomed to in the '80's and '90's. In fact, stocks may well provide returns  

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Portfolio Manager's Report                                     ING MAGNACAP FUND
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below their long-term average. However, compared to current low interest rates, 
they may still be the best deal in town.                                        

Our strategy is to continue to seek out companies that have depressed current   
valuations where we believe that their long-term prospects are not adequately   
reflected in their stock price. Technology and Healthcare companies are         
over-weighted compared to the Value indices (about in line with the S&P500      
index). As an offset, we are under-weighted in Financial Services (particularly 
banks) and Consumer Cyclical companies compared to most value benchmarks. While 
the portfolio has been constructed stock by stock, there are a couple of broad  
themes that run through the portfolio: 1) To the degree possible, we own        
companies with pricing power. In the current very low inflation environment,    
pricing power is a valuable asset. Property and Casualty Insurance, Healthcare, 
Tobacco, and perhaps Energy companies all currently have the ability to raise   
prices on their products. 2) Dividends are a more certain component of equity   
return than capital gains. All things equal, we would prefer to own dividend    
payers rather than non-dividend payers.                                         

                                AVERAGE ANNUAL TOTAL RETURNS
                               FOR THE PERIODS ENDED NOVEMBER 30, 2002
                               ---------------------------------------
                                             SINCE INCEPTION
                          1 YEAR            11/19/99
                          ------            --------
Class Q                            -16.67%            -10.23%         
S&P 500 Index                      -16.51%            -11.13%(1)      

Based upon a $10,000 initial investment, the table above illustrates the total  
return of ING MagnaCap Fund against the S&P 500 Index. The Index has an inherent
performance advantage over the Fund since it has no cash in its portfolio,      
imposes no sales charges and incurs no operating expenses. An investor cannot   
invest directly in an index.                                                    

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

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 12/1/99.           

PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany 
investments in equities. International investing does pose special risks        
including currency fluctuation, economical and political risks not found in     
domestic investments. Investing in funds that are concentrated in a smaller     
number of holdings poses greater risk than those funds with a larger number of  
holdings because each investment has a greater effect on the fund's performance.

See accompanying index descriptions on page 28. 

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ING MIDCAP VALUE FUND                                 Portfolio Manager's Report
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PORTFOLIO MANAGEMENT TEAM: Managed by a multi-member Investment Committee,      
Brandes Investment Partners, L.P.                                               

GOAL: The ING MidCap Value Fund (the "Fund") seeks long-term capital            
appreciation by investing at least 80% of its assets in equity securities of    
U.S. issuers with equity market capitalizations greater than $1 billion, but no 
greater than $5 billion at the time of purchase.                                

MARKET OVERVIEW: For much of the six-month period ending November 30, 2002,     
stock prices in the United States declined amid continued concerns regarding    
corporate accounting improprieties and anxiety stemming from mixed economic     
reports. Speculation regarding U.S. military action against Iraq also may have  
weighed on sentiment. Measured by the Russell Indices, small- and mid-cap stocks
in the United States proved more vulnerable in this environment than their      
large-cap counterparts. The larger-cap Russell 1000 Index fell 11.8% in the     
period while the Russell Midcap Index declined 14.0% and the smaller-cap Russell
2000 Index fell 16.0%.                                                          

On the economic front, robust housing sales countered a number of dour reports, 
including declining U.S. industrial production, slowing growth in the service   
sector, and weaker U.S. construction spending on factories, offices, and        
nonresidential buildings. Late in the period, the Federal Reserve Board ("Fed") 
lowered short-term interest rates 50 basis points. The Fed cut the federal funds
rate to 1.25%. Consumer confidence -- as well as stock prices -- rebounded late 
in the period. The consumer sentiment index rose to 84.1 in November from a     
revised 79.6 in October.                                                        

Overall, macroeconomic and political developments have virtually no bearing on  
our company-specific research and analysis. While we monitor short-term         
developments, our investment philosophy focuses on company-by-company analysis  
with a long-term perspective. In all market environments, we adhere to our      
strict, value-based investment approach.                                        

PERFORMANCE: For the six-month period ending November 30, 2002, the Fund's Class
I shares provided a total return of -25.72% compared to the Russell Midcap Value
Index, which returned -14.03% for the same period.                              

PORTFOLIO SPECIFICS: Slumping returns for holdings in a number of industries and
the Fund's greater-than-benchmark exposure in these areas contributed to        
underperformance during the period. For nearly each of the following five       
industries, the Fund had greater exposure than the Russell Midcap Value Index   
and weaker returns: insurance, electric utilities, auto components,             
communications equipment and specialty retail. Among the poorest-performing     
holdings during the period were: Avaya (communications equipment, 3.1% of the   
Fund), Goodyear Tire & Rubber (auto components, 2.1%), Dynegy (multi-utilities, 
0.8%), AMR Corp. (airlines, 2.2%), and Allmerica Financial (insurance, 0.7%).   

Reflecting our conviction for these holdings' long-term potential, we viewed    
their recent price declines as an opportunity to purchase more shares for nearly
all of them. AMR Corp., for example, is the parent company of American Airlines,
the world's largest airline. The airline industry has suffered amid weaker      
demand following the terrorist attacks in the United States last year and more  
recently, the threat of war with Iraq. Because of AMR Corp.'s financial         
flexibility (including its solid liquidity position), we believe the shares     
offer favorable upside potential.                                               

Overall, despite the difficult environment for stocks in the period, there were 
a number of holdings that delivered solid gains including PG& E Corp. (electric 
utilities, 3.0% of the Fund), Tellabs (communications equipment, 2.8%), and     
Lucent Technologies (communications equipment, 2.3%).                           

During the period, we eliminated exposure to select holdings and established new
positions. Among the companies we completely eliminated from the Fund were      
CenturyTel (diversified telecom services), Reebok International (textiles,      
apparel & luxury goods), Hubbell (electrical equipment), and Safeco (insurance).
In these cases, we sold the shares after appreciation lifted the share price    
toward our estimate of the companies' underlying business value or we identified
opportunities we believed reflected better risk/reward profiles.                

Among the companies added to the Fund during the period were CIT Group          
(diversified financials, 3.7% of the Fund), Solectron (commercial services &    
supplies, 3.4%), Gateway (computers & peripherals, 2.2%), and Nationwide        
Financial (insurance, 2.8%).                                                    

Overall, our bottom-up focus on company-specific fundamentals dictated select   
changes in the Fund                                                             

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Portfolio Manager's Report                                 ING MIDCAP VALUE FUND
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during the period. We reduced exposure in the chemicals industry on a           
stock-by-stock basis. Conversely, select purchases lifted exposure in the       
communications equipment and diversified financials industries. We viewed       
declining stock prices in the period as an opportunity to purchase shares of    
what we consider solid businesses trading at compelling values.                 

MARKET OUTLOOK: We offer no predictions regarding the short-term direction of   
the U.S. mid-cap equity market. Instead, we retain our focus on evaluating what 
we consider promising businesses -- weighing their stock price against an       
estimate of the underlying business value.                                      

The Fund retains its greatest areas of exposure in the electric utilities and   
insurance industries. In all market environments, we search for and hold        
fundamentally sound companies trading at discounts to our estimates of their    
fair values. We believe this strategy will provide patient investors with       
favorable results and an attractive margin of safety.                           

                           TOTAL RETURNS FOR THE PERIODS ENDED NOVEMBER 30, 2002
                           -----------------------------------------------------
                           SINCE INCEPTION             SINCE INCEPTION
                            OF CLASS I                  OF CLASS Q
                            03/04/02                    04/17/02
                            --------                    --------
Class I                             -24.99%                          --         
Class Q                                 --                       -27.48%        
Russell MidCap Value Index           -9.84%(1)                   -14.16%(2)     

Based upon a $10,000 initial investment, the table above illustrates the total  
return of ING MidCap Value Fund against the Russell MidCap Value Index. The     
Index has an inherent performance advantage over the Fund since it has no cash  
in its portfolio, imposes no sales charges and incurs no operating expenses. An 
investor cannot invest directly in an index.                                    

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

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 03/01/02.          

(2) Since inception performance for the index is shown from 05/01/02.           

PRINCIPAL RISK FACTOR(S): Price volatility and other risks that accompany an    
investment in equity securities.                                                

See accompanying index descriptions on page 28. 

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ING SMALLCAP VALUE FUND                               Portfolio Manager's Report
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PORTFOLIO MANAGEMENT TEAM: Brandes Investment Partners' Small Cap Investment    
Committee (sub-adviser), ING Investments, LLC.                                  

GOAL: The ING SmallCap Value Fund (the "Fund") seeks long-term capital          
appreciation by investing at least 80% of its assets in equity securities of    
U.S. issuers with equity market capitalizations of $1.5 billion or less at the  
time of purchase.                                                               

MARKET OVERVIEW: For much of the six-month period ended November 30, 2002, stock
prices in the United States declined amid continued concerns regarding corporate
accounting improprieties and anxiety stemming from mixed economic reports.      
Speculation regarding U.S. military action against Iraq also may have weighed on
sentiment. Measured by the Russell Indices, smaller-cap stocks in the United    
States proved more vulnerable in this environment than their large-cap          
counterparts. The larger-cap Russell 1000 Index fell 11.8% in the period while  
the smaller-cap Russell 2000 Index fell 16.0%.                                  

On the economic front, robust housing sales countered a number of dour reports, 
including declining U.S. industrial production, slowing growth in the service   
sector, and weaker U.S. construction spending on factories, offices, and        
nonresidential buildings. Late in the period, the Federal Reserve Board lowered 
short-term interest rates 50 basis points. The Fed cut the federal funds rate to
1.25%. Consumer confidence -- as well as stock prices -- rebounded late in the  
period. The consumer sentiment index rose to 84.1 in November from a revised    
79.6 in October.                                                                

Overall, macroeconomic and political developments have virtually no bearing on  
our company-specific research and analysis. While we monitor short-term         
developments, our investment philosophy focuses on company-by-company analysis  
with a long-term perspective. In all market environments, we adhere to our      
strict, value-based investment approach.                                        

PERFORMANCE: For the six-month period ended November 30, 2002, the Fund's Class 
I shares provided a total return of -10.93% compared to the Russell 2000 Index, 
which fell 16.03% for the same period.                                          

PORTFOLIO SPECIFICS: Declines for holdings in the materials, consumer           
discretionary, and industrials sectors had the greatest adverse influence on    
overall returns in the period. Among the weakest-performing holdings in these   
sectors were Seitel (energy equipment & services, 1.6% of the Fund), Tommy      
Hilfiger (textiles, apparel & luxury goods, 2.1%), National R.V. Holdings       
(leisure equipment & products), and Ryerson Tull (metals & mining, 2.5%). Each  
of these companies was an existing holding. Reflecting our conviction for their 
long-term potential, we viewed their recent price declines as an opportunity to 
purchase more shares. In the case of Ryerson Tull, for example, the company is  
the leading steel service, distribution, and materials processing firm in the   
United States. Amid a tough industry environment, the company has taken solid   
steps to enhance its operations.                                                

Despite the difficult environment for stocks overall, there were a number of    
holdings that delivered strong gains in the period, including Fleetwood         
Enterprises (household durables, 3.1% of the Fund), K2 Inc. (leisure equipment &
products, 3.2%), Comverse Technology (wireless telecom services, 2.4%), and Syms
(specialty retail, 2.4%).                                                       

During the period, we eliminated exposure to select holdings and established new
positions. Among the companies we completely eliminated from the Fund were      
Provident Financial (banking), American Physicians Capital (insurance), and     
Alleghany Corp. (insurance). In these cases, we sold the shares after           
appreciation lifted the share price toward our estimate of the companies'       
underlying business value, or we identified opportunities we believed reflected 
better risk/reward profiles.                                                    

Among the companies added to the Fund during the period were Gateway (computers 
& peripherals, 2.8% of the Fund), Goodyear Tire & Rubber (auto components,      
2.5%), Visteon (auto components, 1.5%), and Stillwater Mining (metals & mining).

Overall, our bottom-up focus on company-specific fundamentals dictated select   
changes in the Fund during the period. We eliminated exposure in the banking    
industry and reduced exposure in the insurance industry. With the proceeds from 
these sales, we bolstered exposure in the auto components area (as previously   
cited) and lifted exposure to the metals & mining and electrical equipment      
industries on a stock-by-stock basis.                                           

We viewed declining stock prices in the period as an opportunity to purchase    
shares of what we consider solid businesses trading at compelling values.       

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Portfolio Manager's Report                               ING SMALLCAP VALUE FUND
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MARKET OUTLOOK: We offer no predictions regarding the short-term direction of   
the U.S. small-cap equity market. Instead, we retain our focus on evaluating    
what we consider promising businesses -- weighing their stock price against an  
estimate of the underlying business value.                                      

Six months ago, the Fund's largest areas of exposure were in the banking,       
chemicals, and textiles, apparel & luxury goods industries. As a result of our  
individual security selection, the Fund now has its greatest exposures in       
textiles, apparel & luxury goods, metals & mining, and electrical equipment.    

In all market environments, we search for and hold fundamentally sound companies
trading at discounts to our estimates of their fair values. We believe this     
strategy will provide patient investors with favorable results and an attractive
margin of safety.                                                               

                           TOTAL RETURNS FOR THE PERIODS ENDED NOVEMBER 30, 2002
                           -----------------------------------------------------
                           SINCE INCEPTION         SINCE INCEPTION
                           OF CLASS I             OF CLASS Q
                           03/07/02               04/30/02
                           --------               --------
Including Sales Charge:                                                         
Class I                               -8.07%                    --          
Class Q                                  --                 -13.88%         
Russell 200 Value Index                -11.86%(1)             -11.36%(2)        

Based upon a $10,000 initial investment, the table above illustrates the total  
return of ING SmallCap Value Fund against the Russell 200 Value Index. The Index
has an inherent performance advantage over the Fund since it has no cash in its 
portfolio, imposes no sales charges and incurs no operating expenses. An        
investor cannot invest directly in an index.                                    

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

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 03/01/2002.        

(2)  Since inception performance for the index is shown from 05/01/02.          

PRINCIPAL RISK FACTOR(S): Price volatility and other risks that accompany an    
investment in equity securities.                                                

See accompanying index descriptions on page 28. 

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ING CONVERTIBLE FUND                                  Portfolio Managers' Report
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PORTFOLIO MANAGEMENT TEAM: Ed Schriver, Anu Sahai, Andy Mitchell, Dr. Michael   
Matusewicz, ING Investments, LLC.                                               

GOAL: The ING Convertible Fund (the "Fund") seeks to maximize long-term total   
return by investing at least 80% in convertible securities, while seeking to    
maintaining aggregate risk measures similar to that of the overall convertible  
universe.                                                                       

MARKET OVERVIEW: The six-month period ending November 30, 2002 witnessed        
significant volatility in the convertible indices, the S&P 500, and the NASDAQ  
Composite. The equity markets ended substantially lower despite a strong rally  
in November. To a large extent this was a likely function of the economy.       
Investors were disappointed at the lower than expected profit rebound and       
concerns grew that the economy might slip into a double dip recession.          
Additionally, accounting concerns, the Iraqi situation and Wall Street's reduced
credibility from investigations into their role in the telecom/internet bubble  
made investors even more nervous. The credit markets were also very volatile    
with corporate bond spreads widening into October. Following the October low,   
equities rallied and credit spreads tightened on improving economic numbers and 
an additional interest rate cut by the Fed.                                     

As measured by the S&P 500 sub-indicies, industry divergence was high during the
period. Internet and software systems were up approximately 15%, while tobacco, 
retail food, auto, advertising, construction, IT services, utilities, and health
care facilities were all down 33% to 55%.                                       

The convertible securities market was not immune to these changes. With the     
decrease in equity valuations however, more of the convertible universe has     
become more bond like than it has been in the past and thus relatively          
insensitive to changes in the underlying equity. As an asset class, convertibles
outperformed stocks.                                                            

Liquidity in the market remains good in contrast to some fixed income markets.  
Hedge funds reportedly have plenty of buying power and there continues to be a  
large appetite for convertible new issuance. The traditional ability to hedge   
incremental holdings of convertible securities by shorting the underlying common
stock continues to allow both dealers and hedge funds to position convertibles  
more easily than they can accommodate straight corporate debt. A number of large
deals have come to market primarily due to the issuer's reluctance to go to the 
equity market as stock valuations came down and due to their inability to raise 
capital in the straight debt market at acceptable rates. As a result, issuance  
continues to remain high.                                                       

PERFORMANCE: For the six-month period ended November 30, 2002, the Fund's Class 
Q shares returned -2.28% compared to a -1.74% for the Credit Suisse First Boston
Convertible Index.                                                              

PORTFOLIO SPECIFICS: Following a portfolio management change in April, the fund 
has benefited from the repositioning to a more market weighted and near-term    
defensive posture with respect to equity sensitivity and certain sector         
positioning. During the past six months, the fund had a beneficial overweight   
sensitivity to financials, healthcare, and energy (oil/gas) and had a beneficial
underweight sensitivity to technology. In addition, favorable security selection
within the technology, media, and consumer discretionary sectors added to       
relative performance.                                                           

MARKET OUTLOOK: Despite the likelihood that the Fed will be less restrictive    
than feared, we think the profitability outlook for firms may only slowly       
improve. Businesses simply do not have much pricing power and indeed this aspect
is one of the reasons why inflation will likely remain under control during the 
economic recovery and why the Fed may be under less pressure to raise rates than
commonly assumed.                                                               

We continue to look for companies, primarily in cyclicals, but across the       
spectrum, that should benefit from a gradually recovering economy as we expect  
the market to reward companies that typically benefit in the recovery part of   
the cycle. We continue to believe that the recovery for firms in the telecom and
software sectors may be distant and/or weak. We believe that convertible        
securities are attractively priced relative to comparable alternative asset     
classes.                                                                        

A bottom up approach, which relies on fundamental analysis and careful stock    
selection within our broader top down sector positioning strategy, continues to 
be the foundation for our investment decisions.                                 

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Portfolio Managers' Report                                  ING CONVERTIBLE FUND
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                                                        [Enlarge/Download Table]

                                                    AVERAGE ANNUAL TOTAL RETURNS      
                                               FOR THE PERIODS ENDED NOVEMBER 30, 2002
                                              ----------------------------------------
                                                                       SINCE INCEPTION
                                              1 YEAR       5 YEAR          8/31/95    
                                              ------       ------          -------    
                                                                                      
Including Sales Charge:                                                               
  Class Q                                     -4.85%        7.19%           11.07%    
Credit Suisse First Boston Convertible Index  -4.06%        4.96%            7.28%(1) 

Based on a $10,000 initial investment, the table above illustrates the total    
return of ING Convertible Fund against the Credit Suisse First Boston           
Convertible Index. The Index has an inherent performance advantage over the Fund
since it has no cash in its portfolio, imposes no sales charges and incurs no   
operating expenses. An investor cannot invest directly in an index.             

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

Total returns reflect the fact that the Investment Manager has waived certain   
fees and operating expenses otherwise payable by the Fund, subject to possible  
later reimbursement during a three-year period. Total returns would have been   
lower had there been no waiver to the Fund.                                     

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for index is shown from 9/1/95.                

PRINCIPAL RISK FACTOR(S): The credit standing of the issuer and other factors   
may affect the investment value of a convertible security. The market value of  
convertible debt securities tends to vary inversely with the level of interest  
rates. Lower rated securities may be less liquid than higher quality            
investments. The Fund also has exposure to financial, market and interest rate  
risks. Higher yields reflect the higher credit risks associated with certain    
lower rated securities in the Fund's portfolio and in some cases, the lower     
market prices for those instruments. The Fund may also invest in small and      
medium sized companies, which may be more susceptible to greater price          
volatility than larger companies. Investing in funds that are concentrated in a 
smaller number of holdings poses greater risk than those funds with a larger    
number of holdings because each investment has greater a effect on the fund's   
performance.                                                                    

See accompanying index descriptions on page 28. 

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ING EQUITY AND BOND FUND                              Portfolio Managers' Report
--------------------------------------------------------------------------------

PORTFOLIO MANAGEMENT TEAM: Thomas Jackson, VP & Senior Portfolio Manager, Robert
K. Kinsey VP & Senior Portfolio Manager; Ed Schriver SVP & Portfolio Manager    

GOAL: The ING Equity & Bond Fund (the "Fund") seeks a balance of long-term      
capital appreciation and current income by investing in both equities and bonds.

MARKET OVERVIEW: The U.S. stock market declined significantly in the six months 
ending November 30, 2002 with the S&P 500 down 11.48%and the NASDAQ down 8.48%. 
The period exhibited substantial volatility as the stock market declined        
dramatically into early October 2002 and then rallied through the end of        
November. The stock market was buffeted during the third calendar quarter by a  
number of concerns: 1) The fear of a double dip recession as an already slow    
economic rebound began to falter; 2) A below average rebound in corporate       
profits; 3) An absolute aversion to risk in the corporate debt markets resulting
in quality spreads continuing to widen compared to Treasury bond yields; and 4) 
Investor concerns regarding possible military action in Iraq. The rebound from  
the October lows was accompanied by some better than expected signs of economic 
growth; by a further cut in interest rates by the Federal Reserve; and by       
narrowing quality spreads in the debt markets.                                  

For the last six months, the stocks of larger companies out performed those of  
small and mid-sized companies. Looking at the S&P/Barra style based indices,    
Growth stocks modestly out performed Value stocks across the capitalization     
spectrum.                                                                       

Over the course of the last six months, the U. S. corporate bond market has been
repeatedly shocked by issuer specific credit and/or liquidity concerns. Issuers 
that represent sizeable portions of the tradable corporate debt have plummeted  
into junk status with alarming speed. Fraudulent accounting, lax corporate      
governance, or weak earnings created an environment of extreme illiquidity for  
many issuers product until just recently. However, during November the Lehman   
Credit index staged its biggest one-month rally ever; this widely watched       
corporate bond index rose 2.42%. Extreme under-valuations, the rally in         
equities, and short covering by hedge funds inspired a dramatic rally in riskier
bonds even as benchmark Treasury yields moved higher.                           

Although the yield on ten-year U. S. Treasuries has breached forty year lows    
late in the period, interest rates have started to rise again as the equity     
markets rebound. The Fed rate cut of fifty basis points and hopes for a more    
stable earnings environment has whetted the risk appetite of investors. Yet,    
concerns about increasing U. S. government deficits resulting from tax relief   
and the war on terrorism will likely push interest rates higher in the months to
come. Economic and political events in Brazil and Venezuela handicapped returns 
on emerging market debt for most of the period.                                 

With respect to the high yield market, volatility was also very high. High yield
spreads set new record wide levels during October (as measured by the Merrill   
Lynch High Yield Master II Index) only to snap back dramatically during November
with one of the five best monthly returns ever. Over the six-month period, high 
yield declined 5.75% (as measured by the Merrill Lynch High Yield Master II     
Index). Sector returns varied widely within the overall index. Cable TV and     
electric utility bonds declined over 21% and telecommunications bonds continued 
their slide with a 17% loss. On the positive side, capital goods and energy     
(oil/gas) bonds returned 7 to 9%.                                               

PERFORMANCE: For the six-month period ended November 30, 2002, the Fund's Class 
Q shares returned -6.91% compared to -13.60% for the S&P Barra Value Index,     
4.98% for the Lehman Brothers Aggregate Bond Index and -4.73% for the Composite 
Index (60% S&P 500 Index / 40% Lehman Brothers Aggregate Bond Index).           

PORTFOLIO SPECIFICS: The Fund is being managed in a value investment style,     
which concentrates on companies that sell at significant valuation discounts to 
the stock market and which also sell at significant valuation discounts to their
own history. There is a large degree of contrary opinion embodied in this       
approach. Studies of the past indicate that this is a good way to manage money  
over the long run. However, it is worthwhile to point out that the stock market 
isn't stupid. Generally companies that sell at large valuation discounts to the 
market are experiencing some, hopefully temporary, problem. The value investor  
is accepting the risk of the problems and the attendant time risk until they are
solved (if ever). In return, the investor receives the potential "benefit" of   
buying investments on sale.                                                     

This description of value investing serves as a good introduction to the        
analysis of the performance results for the period and to illustrate the risks  
of the value approach. The under performance of the Fund for the last six months
relative to the S&P500 and the S&P/Barra Value Index is more than attributable  
to the Fund's large and unsuccessful investment in the Electric Utility         
industry. This position was established after the Enron debacle as the stocks in
the industry declined substantially and were selling at both very high dividend 
yields and low valuations compared to the past. However, the confluence of      
events afflicting them turned out to be akin to the Perfect Storm. They included
questionable accounting and business practices; debt heavy balance sheets; the  
California energy crisis; regional over capacity; lower demand for electricity  
due to the recession; a collapse in energy trading; declining profit margins;   
and rapidly declining credit ratings. These problems combined to depress not    
only current profits, but ultimately the longer-term outlook for company profits
as well. In short, while the stocks APPEARED "cheap" on the numbers, the        
problems proved to be much worse than expected resulting in significant further 
declines in the stocks. The declines in the long-term profit outlook made the   
initial valuation judgment incorrect. We eventually reduced the Utility         
investment substantially, but not before it negatively impacted the performance 
of the Fund. There is a general lesson in this with regard to value investing:  
If the problem that is making the stock cheap turns out to be intractable, the  
original "discount price" is likely to be insufficient to justify the           
investment. If you buy what turns out to be shoddy merchandise, even on sale,   
you are unlikely to have a happy result.                                        

Much did go right over the last six months. The Fund's underweight in           
Technology, Financial, and Energy stocks combined with relatively good          
selectivity in these groups partially offset the poor performance of the        
Utilities.                                                                      

The investment grade component of the bond portfolio posted positive returns for
the month, the quarter, and year-to-date. Our tactically risk averse stance     
allowed us to avoid serious damage from the many credit bombs that plagued the  
domestic credit markets earlier this year. Given that domestic corporate spreads
gapped out to a historical wide in the Fall, we began to add riskier credits at 
bargain prices relative to government bonds. Allocations to high yield, emerging
market debt, and equities were also increased recently. Both the rally in       
equities and the Fed rate cut, while coincident to our assumption of more risk, 
has moderated the fears of corporate bond investors for the near-term.          

We estimate that it out performed both comparable indicies and the mutual fund  
aggregate. The fund benefited from an underweight position in telecommunications
and an initial underweight in utilities as well as from an overweight position  
in gaming. During the period, we added to telecommunications with fortunate     
timing and we added to utilities with less than fortunate timing. On the        
negative side, performance was held back by overweight positions in rental      
services and publishing as well as adverse credit selection in publishing.      

MARKET OUTLOOK: While the length and depth of the market decline over the last  
couple of years has been painful, the good news is that stocks are now more     
reasonably priced than they have been in a long time. In fact, at the October   
lows, the market was selling below its long term average price to earnings ratio
based on consensus 2003 earnings estimates. Given the substantial decline in    
interest rates (which compete with stocks for investor attention and serve as   
the underpinning for stock valuation), stocks are at more attractive valuation  
levels than has been the case for the last quarter of a century. In fact, the   
dividend yield on the market is now higher than short-term interest rates, a    
situation that hasn't been experienced for any extended period                  

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Portfolio Managers' Report                              ING EQUITY AND BOND FUND
--------------------------------------------------------------------------------

since the early 1950's. Meanwhile, the economy and corporate profits continue to
grow albeit at modest rates, inflation is seemingly under control, and the      
Federal Reserve has been accommodating.                                         

The market continues to deal with a number of issues including: Accounting      
integrity and corporate governance; record levels of corporate and consumer     
debt; the intermediate term trajectory of the economy; the long-term growth of  
corporate profits; and the impact of the potential war in Iraq and the war      
against terrorism in general. While each of these issues has the potential to   
significantly impact short-term market returns, current valuation levels would  
seem to be attractive enough to justify the belief that the worst of this long  
and deep bear market may be behind us. With that said, it is also reasonable to 
expect that future returns from stocks may be significantly below what we became
accustomed to in the '80's and '90's. In fact, stocks may well provide returns  
below their long-term average. However, compared to current low interest rates, 
they may still be the best deal in town.                                        

Our strategy is to continue to seek out companies that have depressed current   
valuations where we believe that their long-term prospects are not adequately   
reflected in their stock price. Technology and Healthcare companies are         
overweighted compared to the Value indices (about in line with the S&P 500). As 
an offset, we are underweighted in Financial Services (particularly banks) and  
Consumer Cyclical companies compared to most value benchmarks. While the        
portfolio has been constructed stock by stock, there are a couple of broad      
themes that run through the portfolio: 1). To the degree possible, we own       
companies with pricing power. In the current very low inflation environment,    
pricing power is a valuable asset. Property and Casualty Insurance, Healthcare, 
Tobacco, and perhaps Energy companies all currently have the ability to raise   
prices on their products. 2). Dividends are a more certain component of equity  
return than capital gains. All things equal, we would prefer to own dividend    
payers rather than non-dividend payers.                                         

Although we expect the U. S. economy to sputter along absent an exogenous event 
such as war with Iraq, yields on benchmark U. S. treasuries may continue to rise
in the face of increased government issuance. Consequently, our duration is     
short versus the benchmark, and we have taken defensive positions in German and 
Canadian five-year bonds. Riskier bond sectors and issuers may have rallied from
their lows, but we still see potential value in a number of corporate and       
emerging market names.                                                          

While economic growth remains constrained, many market forecasters are          
predicting stronger growth by mid-2003. Default rates appear to have peaked, but
may decline only slowly if the economic recovery remains modest. We believe that
many high yield issuers will likely improve their balance sheets in a           
slow-growth environment, and that the securities of many of these companies     
remain undervalued despite the recent market rally.                             

                                                        [Enlarge/Download Table]

                                                              AVERAGE ANNUAL TOTAL RETURNS       
                                                         FOR THE PERIODS ENDED NOVEMBER 30, 2002 
                                                        -----------------------------------------
                                                                                  SINCE INCEPTION
                                                        1 YEAR        5 YEAR          8/31/95    
                                                        ------        ------          -------    
                                                                                                 
Including Sales Charge:                                                                          
  Class Q                                                -8.06%        2.48%           6.73%     
S&P Barra Value Index                                   -15.24%        0.66%           8.16%(1)  
Lehman Brothers Aggregate Bond Index                      7.34%        7.32%           7.47%(1)  
Composite Index (60% S&P 500 Index/40% Lehman Brothers                                           
  Aggregate Bond Index)                                  -7.07%        3.96%           8.81%(1)  

Based on a $10,000 initial investment, the graph above illustrates the total    
return of ING Equity and Income Fund against the S&P Barra Value Index, Lehman  
Brothers Aggregate Bond Index and Composite Index (60% S&P 500 Index, 40% Lehman
Brothers Aggregate Bond Index). The Indices have an inherent performance        
advantage over the Fund since they have no cash in their portfolios, impose no  
sales charges and incur no operating expenses. An investor cannot invest        
directly in an index.                                                           

Total returns reflect the fact that the Investment Manager has waived certain   
fees and operating expenses otherwise payable by the Fund, subject to possible  
later reimbursement during a three-year period. Total returns would have been   
lower had there been no waiver to the Fund.                                     

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

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'   
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.   

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 9/1/95.            

PRINCIPAL RISK FACTOR(S): Price volatility and other risks that accompany an    
investment in equity securities. Credit, interest rate and other risks that     
accompany debt investments. The Fund may invest up to 20% of its total assets in
foreign securities. International investing does pose special risks, including  
currency fluctuation, economic and political risks not found in investments that
are solely domestic. Higher yields reflect the higher credit risks associated   
with certain lower rated securities in the Fund's portfolio and in some cases,  
the lower market prices for those instruments.                                  

See accompanying index descriptions on page 28. 

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ING REAL ESTATE FUND                                  Portfolio Managers' Report
--------------------------------------------------------------------------------

PORTFOLIO MANAGEMENT TEAM: T. Ritson Ferguson, Kenneth D. Campbell and team at  
Clarion CRA Securities.                                                         

GOAL: The ING Real Estate Fund (the "Fund" formerly CRA Realty Shares           
Portfolio(1)) seeks total return through investment in publicly traded real     
estate companies (primarily Real Estate Investment Trusts (REITs)) in the United
States with a combination of above average dividend income and long-term growth 
of capital.                                                                     

MARKET OVERVIEW: The ride in real estate stocks was not boring this year. REITs 
advanced nearly 14% in the first half of the year, only to succumb in the second
half of the year to the negative trends of the broad market and increasing      
concern of a prolonged slump in real estate demand. After a string of positive  
return months to start the year, REITs were caught in the severe downdraft of   
the equity markets in July. Selling pressure again in September and early       
October re-tested the low prices of July. However, value ultimately won out, and
a rally that began in mid-October carried through in November to drive real     
estate stocks towards a modestly positive finish for the year.                  

PERFORMANCE: For the one month ended November 30, 2002, the Fund's Class I      
shares provided a total return of 4.11% compared to the Wilshire Real Estate    
Securities Index which returned 4.94% for the same period. For the period from  
November 20, 2002 (commencement of operations) to November 30, 2002, the Fund's 
Class B Shares, excluding sales charges returned 1.20%.                         

PORTFOLIO SPECIFICS: The Fund's performance relative to its benchmark has been  
driven by a combination of good property sector allocations and good stock      
selection. In 2002, the major driver of performance was earnings stability (or  
lack thereof). Relative earnings stability powered above average performance in 
four property sectors overweighted in the Fund: malls, shopping centers,        
industrial and health care properties. The slumping economy had the most        
negative impact on earnings and price performance for the office, apartment and 
hotel sectors (all of which are underweighted in the Fund). The Fund's specific 
holdings within these four top performing groups delivered above average        
performance and accounted for the positive contribution to relative performance 
from stock selection. The portfolio continues to be defensively oriented toward 
property sectors and individual companies that have less exposure to the        
currently weak real estate market conditions. As the economy's strength rebuilds
and job growth returns we expect better performance from hotel, apartment and   
office companies in 2003. The average dividend yield of the securities held in  
the fund is 7.2%                                                                

MARKET OUTLOOK: Assuming the U.S. economy continues to grow at a pace of 2% - 4%
and that inflation remains tame in the 2% - 3% range, we expect interest rates, 
to stay low through 2003. It's hard to say whether REITs will outperform the    
broad market again next year. After three years of negative returns, many are   
hopeful that the broad market is ready to deliver some positive returns in 2003.
We expect another solid but unspectacular year ahead for REITs as earnings will 
likely be essentially flat given continued soft real estate market fundamentals.

The President's proposal to eliminate taxes on dividends is likely to have      
little impact on REITs. REIT dividends are excluded from the tax relief since   
REITs pay essentially no corporate taxes. The impact on REITs is a relative     
negative, not an absolute one. Two factors should serve to mitigate whatever    
impact the proposed legislation has on REIT share prices. First, it is          
reasonable to assume that any final legislation passed will over something less 
than full the full relief proposed. Second, the majority of current REIT        
shareholders are tax-exempt (e.g., pension funds and IRA or 401(K) account      
investors). Consequently, we think there will be little motivation for current  
shareholders to sell REITs because of the President's proposal. Even if other   
dividend stocks rally, REIT share prices don't necessarily fall because they    
haven't lost any of their current favorable tax-exempt corporate status nor has 
the attractive 7.1% dividend been reduced.                                      

----------                                                                      
(1)  On November 4, 2002, pursuant to an Agreement and Plan of Reorganization,  
   all of the assets and liabilities of the CRA Realty Shares Portfolio (the
"Acquired Fund") were transferred to a newly created series of the ING
   Equity Trust, the ING Real Estate Fund (the "Acquiring Fund") in exchange
for shares of the Acquiring Fund.                                     

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Portfolio Managers' Report                                  ING REAL ESTATE FUND
--------------------------------------------------------------------------------

Over the intermediate term, we expect continued good returns from real estate   
stocks and feel they are well positioned to do well when the economy rebounds   
for the following reasons:                                                      

1)   Falling construction levels down over 30% in the last two years should     
allow a quicker recovery when demand returns.                         

2)   Real estate stocks are trading at discounts to estimated private market    
values for similar real estate by an average of 3%.                   

3)   Average dividend yield of 7.1% offers a very compelling 320 basis point    
    spread to 10-year Treasuries (versus an historical spread of only 50 basis
points). Despite a lot of press about dividend cuts, we believe REIT  
dividends are generally secure. In fact, we expect many companies to  
increase their dividends next year.                                   

4)   Price appreciation potential exists as the outlook for real estate         
     fundamentals improves because the current 9.4 cash earnings multiple is 23%
below the long-term average multiple of 12.2.                         

                                          AVERAGE ANNUAL TOTAL RETURNS
                                         FOR THE PERIODS ENDED NOVEMBER 30, 2002
                                         ---------------------------------------
                                                                 SINCE INCEPTION
                                                                OF CLASS I
                                     1 YEAR       5 YEAR        12/31/96
                                     ------       ------        --------
Class I(2)                                6.48%        4.26%         6.69%      
Wilshire Real Estate Security Index       4.09%        3.60%         5.84%(1)   

Based upon a $10,000 initial investment, the table above illustrates the total  
return of ING Real Estate Fund against the Wilshire Real Estate Security Index. 
The Index has an inherent performance advantage over the Fund since it has no   
cash in its portfolio, imposes no sales charges and incurs no operating         
expenses. An investor cannot invest directly in an index.                       

Performance table does not reflect the deduction of taxes that a shareholder    
will pay on fund distributions or the redemption of fund shares. Total returns  
reflect the fact that the Investment Manager has waived certain fees and        
operating expenses otherwise payable by the Fund, subject to possible later     
reimbursement during a three-year period.                                       

Total returns would have have been lower had there been no waiver to the Fund.  

PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE      
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL     
COST.                                                                           

THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"     
STATEMENTS.                                                                     

THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO PORTFOLIO   
MANAGERS' VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER     
CONDITIONS.                                                                     

FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.                                      

(1)  Since inception performance for the index is shown from 01/01/1997.        

(2)  Reflects performance of predecessor mutual fund, CRA Realty Shares         
    portfolio through November 4, 2002, when the reorganization was completed.

PRINCIPAL RISK FACTOR(S): Price volatility and other risks that accompany an    
investment in real estate equities and volatility due to non-diversification of 
investments. Subject to risks similar to those associated with the direct       
ownership of real estate.                                                       

See accompanying index descriptions on page 28. 

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INDEX DESCRIPTIONS
--------------------------------------------------------------------------------

The S&P 500 INDEX is a capitalization-weighted index of 500 stocks chosen for   
market size, liquidity, and industry group representation.                      

The DOW JONES INDUSTRIAL AVERAGE is a price-weighted average of 30 blue-chip    
stocks that are generally the leaders in their industry.                        

The RUSSELL 1000 GROWTH INDEX is an index that measures the performance of those
Russell 1000 Index companies with higher price-to-book ratios and higher        
forecasted growth values.                                                       

The NASDAQ COMPOSITE INDEX is a broad-based capitalization-weighted index of all
Nasdaq National Market & SmallCap stocks.                                       

The RUSSELL MIDCAP GROWTH INDEX consists of securities with capitalizations     
between $450 million and $3.8 billion with greater than average growth          
orientation.                                                                    

The RUSSELL 2000 GROWTH INDEX measures the performance of those Russell 2000    
Index companies with higher price-to-book ratios and higher forecasted growth   
values.                                                                         

The RUSSELL 3000 INDEX measures the performance of the 3,000 largest U.S.       
companies based on total market capitalization.                                 

The RUSSELL 2000 INDEX consists of the smallest 2,000 companies in the Russell  
3000 Index.                                                                     

The NASDAQ 100 FINANCIAL INDEX is a capitalization-weighted index of the 100    
largest financial companies, as well as foreign issues, including American      
Depositary Receipts, traded on the Nasdaq National Market System and SmallCap   
Market.                                                                         

The S&P MIDCAP 400 INDEX is a capitalization-weighted index that measures the   
performance of the mid-range sector of the U.S. stock market.                   

The RUSSELL 2000 VALUE INDEX is an index that measures the performance of those 
Russell 2000 companies with lower price-to-book ratios and lower forecasted     
growth values.                                                                  

The LEHMAN BROTHERS AGGREGATE BOND INDEX is a widely recognized index of        
publicly issued fixed rate U.S. government, investment grade mortgage-backed and
corporate debt securities.                                                      

The S&P BARRA VALUE INDEX is a capitalization-weighted index of all the stocks  
in the S&P 500 Index that have low price-to-book ratios.                        

The S&P BARRA GROWTH INDEX is a capitalization-weighted index of all the stocks 
in the S&P 500 Index that have high price-to-book ratios.                       

The NASDAQ 100 INDEX is a modified capitalization-weighted index of the 100     
largest and most active non-financial domestic and international issues listed  
on the Nasdaq.                                                                  

The RUSSELL MIDCAP VALUE INDEX is an index that measures the performance of     
Russell Midcap companies with lower price-to-book ratios and lower forecasted   
growth values.                                                                  

The RUSSELL MIDCAP INDEX measures the performance of the 800 smallest companies 
in the Russell 1000 Index.                                                      

The CREDIT SUISSE FIRST BOSTON CONVERTIBLE INDEX is an index representing the   
universe of convertible securities.                                             

The NASDAQ BIOTECHNOLOGY INDEX contains companies primarily engaged in using    
biomedical research for the discovery or development of novel treatments or     
cures for human disease which also meet other eligibility criteria. The Nasdaq  
Biotechnology Index is calculated under a modified capitalization-weighted      
methodology.                                                                    

The RUSSELL 200 VALUE INDEX measures the performance of those Russell 200       
companies with lower price-to-book ratios and lower forecasted growth values.   

The MERRILL LYNCH HIGH YIELD MASTER II INDEX is an unmanaged market             
value-weighted index of all domestic and Yankee high yield bonds, including     
deferred interest bonds and payment-in-kind securities. Issues included in the  
index have maturities of one year or more and have credit rating lower than     
BBB-/Baa3 but are not in default.                                               

The WILSHIRE REAL ESTATE SECURITY INDEX measures the performance of publicly    
traded real estate securities, such as Real Estate Investment Trusts (REITs) and
Real Estate Operating Companies (REOCs). The index is capitalization-weighted.  

See Accompanying Notes to Financial Statements

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STATEMENTS OF ASSETS AND LIABILITIES as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                   ING              ING              ING       
                                                 GROWTH +          GROWTH          LARGECAP    
                                                  VALUE        OPPORTUNITIES        GROWTH     
                                                   FUND             FUND             FUND      
                                              --------------   --------------   -------------- 
                                                                                               
ASSETS:                                                                                        
Investments in securities at value*           $  237,344,219   $  207,583,404   $  185,902,366 
Short-term investments at amortized cost                  --        5,317,000        1,446,000 
Cash                                                      --              428              736 
Receivables:                                                                                   
  Investment securities sold                       6,619,481        9,729,338       15,107,947 
  Fund shares sold                                   107,766          384,442          139,300 
  Dividends and interest                              53,218           43,839           89,451 
  Other                                                   --               --           66,729 
Prepaid expenses                                      39,380           35,807           41,416 
Reimbursement due from manager                            --               --           45,432 
                                              --------------   --------------   -------------- 
  Total assets                                   244,164,064      223,094,258      202,839,377 
                                              --------------   --------------   -------------- 
LIABILITIES:                                                                                   
Payable for investment securities purchased        3,020,612       14,766,568       10,599,031 
Payable for fund shares redeemed                     531,879          444,155          280,590 
Payable to affiliates                                434,598          287,953          239,130 
Payable to custodian                                  40,281               --               -- 
Other accrued expenses and liabilities               363,476          281,463          356,169 
                                              --------------   --------------   -------------- 
  Total liabilities                                4,390,846       15,780,139       11,474,920 
                                              --------------   --------------   -------------- 
NET ASSETS                                    $  239,773,218   $  207,314,119   $  191,364,457 
                                              ==============   ==============   ============== 
NET ASSETS WERE COMPRISED OF:                                                                  
Paid-in Capital                               $  758,884,668   $  655,566,014   $  590,616,418 
Accumulated net investment loss                   (2,724,304)      (1,851,904)      (1,303,167)
Accumulated net realized loss on investments    (529,582,458)    (465,433,316)    (420,472,241)
Net unrealized appreciation of investments        13,195,312       19,033,325       22,523,447 
                                              --------------   --------------   -------------- 
NET ASSETS                                    $  239,773,218   $  207,314,119   $  191,364,457 
                                              ==============   ==============   ============== 
* Cost of investment in securities            $  224,148,907   $  188,550,079   $  163,378,919 

See Accompanying Notes to Financial Statements

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                                                         ING           ING            ING     
                                                      GROWTH +       GROWTH        LARGECAP   
                                                        VALUE     OPPORTUNITIES     GROWTH    
                                                        FUND          FUND           FUND     
                                                   -------------  -------------  -------------
                                                                                              
CLASS A:                                                                                      
Net Assets                                         $  60,476,881  $  64,537,901  $  45,194,640
Shares authorized                                      unlimited      unlimited      unlimited
Par value                                          $        0.01  $        0.01  $        0.00
Shares outstanding                                     7,816,068      5,838,849      3,239,868
Net asset value and redemption price per share     $        7.74  $       11.05  $       13.95
Maximum offering price per share (5.75%)(1)        $        8.21  $       11.72  $       14.80

CLASS B:                                                                                      
Net Assets                                         $ 118,783,399  $  58,250,558  $  79,977,291
Shares authorized                                      unlimited      unlimited      unlimited
Par value                                          $        0.01  $        0.01  $        0.00
Shares outstanding                                    16,112,344      5,642,906      5,852,571
Net asset value and redemption price per share(2)  $        7.37  $       10.32  $       13.67
Maximum offering price per share                   $        7.37  $       10.32  $       13.67

CLASS C:                                                                                      
Net Assets                                         $  60,203,783  $  28,450,559  $  36,272,820
Shares authorized                                      unlimited      unlimited      unlimited
Par value                                          $        0.01  $        0.01  $        0.00
Shares outstanding                                     8,170,914      2,751,263      2,662,175
Net asset value and redemption price per share(2)  $        7.37  $       10.34  $       13.63
Maximum offering price per share                   $        7.37  $       10.34  $       13.63

CLASS I:                                                                                      
Net Assets                                                   n/a  $  47,287,745  $  20,289,772
Shares authorized                                            n/a      unlimited      unlimited
Par value                                                    n/a  $        0.01  $        0.00
Shares outstanding                                           n/a      4,146,068      1,420,541
Net asset value and redemption price per share               n/a  $       11.41  $       14.28
Maximum offering price per share                             n/a  $       11.41  $       14.28

CLASS Q:                                                                                      
Net Assets                                         $     309,155  $       2,632  $   9,629,934
Shares authorized                                      unlimited      unlimited      unlimited
Par value                                          $        0.01  $        0.01  $        0.00
Shares outstanding                                        40,318            240        675,525
Net asset value and redemption price per share     $        7.67  $       10.96  $       14.26
Maximum offering price per share                   $        7.67  $       10.96  $       14.26

CLASS T:                                                                                      
Net Assets                                                   n/a  $   8,784,724            n/a
Shares authorized                                            n/a      unlimited            n/a
Par value                                                    n/a  $        0.01            n/a
Shares outstanding                                           n/a        843,103            n/a
Net asset value and redemption price per share(2)            n/a  $       10.42            n/a
Maximum offering price per share                             n/a  $       10.42            n/a

----------                                                                      
(1)  Maximum offering price is computed at 100/94.25 of net asset value. On     
purchase of $50,000 or more, the offering price is reduced.           
(2)  Redemption price per share may be reduced for any applicable contingent    
deferred sales charge.                                                

See Accompanying Notes to Financial Statements

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                                                    ING              ING              ING       
                                                   MIDCAP          SMALLCAP         RESEARCH    
                                               OPPORTUNITIES    OPPORTUNITIES    ENHANCED INDEX 
                                                    FUND             FUND             FUND      
                                               --------------   --------------    ------------- 
                                                                                                
ASSETS:                                                                                         
Investments in securities at value*            $  182,411,033   $  326,430,682    $  90,310,310 
Short-term investments at amortized cost            9,733,000        4,842,000          516,000 
Cash                                                      711              874              206 
Receivables:                                                                                    
  Investment securities sold                        6,974,398        2,833,732        3,189,097 
  Fund shares sold                                     90,968          676,281           24,611 
  Dividends and interest                               66,789            3,319          157,735 
Prepaid expenses                                       58,464           70,563               -- 
Reimbursement due from manager                         48,614               --           37,171 
                                               --------------   --------------    ------------- 
  Total assets                                    199,383,977      334,857,451       94,235,130 
                                               --------------   --------------    ------------- 
LIABILITIES:                                                                                    
Payable for investment securities purchased        12,740,647        7,032,980        3,314,289 
Payable for fund shares redeemed                      377,156        1,256,304          218,411 
Payable to affiliates                                 302,579          492,647          118,535 
Other accrued expenses and liabilities                216,892          267,365          112,314 
                                               --------------   --------------    ------------- 
  Total liabilities                                13,637,274        9,049,296        3,763,549 
                                               --------------   --------------    ------------- 
NET ASSETS                                     $  185,746,703   $  325,808,155    $  90,471,581 
                                               ==============   ==============    ============= 
NET ASSETS WERE COMPRISED OF:                                                                   
Paid-in Capital                                $  358,797,190   $  669,171,810    $ 149,721,908 
Accumulated net investment loss                    (1,501,242)      (3,239,189)        (121,661)
Accumulated net realized loss on investments     (190,870,996)    (386,367,505)     (52,547,276)
Net unrealized appreciation (depreciation) of                                                   
  investments                                      19,321,751       46,243,039       (6,581,390)
                                               --------------   --------------    ------------- 
NET ASSETS                                     $  185,746,703   $  325,808,155    $  90,471,581 
                                               ==============   ==============    ============= 
* Cost of investments in securities            $  163,089,282   $  280,187,643    $  96,891,700 

See Accompanying Notes to Financial Statements

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                                                        ING            ING            ING      
                                                       MIDCAP       SMALLCAP        RESEARCH   
                                                   OPPORTUNITIES  OPPORTUNITIES  ENHANCED INDEX
                                                        FUND           FUND           FUND     
                                                   -------------  -------------  ------------- 
                                                                                               
CLASS A:                                                                                       
Net Assets                                         $  48,212,612  $ 134,582,921  $   8,000,499 
Shares authorized                                      unlimited      unlimited      unlimited 
Par value                                          $        0.01  $        0.01  $        0.01 
Shares outstanding                                     4,957,118      7,140,207      1,077,362 
Net asset value and redemption price per share     $        9.73  $       18.85  $        7.43 
Maximum offering price per share (5.75%)(1)        $       10.32  $       20.00  $        7.88 

Class B:                                                                                       
Net Assets                                         $  49,387,921  $ 102,011,238  $  37,924,970 
Shares authorized                                      unlimited      unlimited      unlimited 
Par value                                          $        0.01  $        0.01  $        0.01 
Shares outstanding                                     5,229,154      5,808,061      5,249,559 
Net asset value and redemption price per share(2)  $        9.44  $       17.56  $        7.22 
Maximum offering price per share                   $        9.44  $       17.56  $        7.22 

CLASS C:                                                                                       
Net Assets                                         $  74,145,520  $  77,498,679  $  25,501,606 
Shares authorized                                      unlimited      unlimited      unlimited 
Par value                                          $        0.01  $        0.01  $        0.01 
Shares outstanding                                     7,889,795      4,421,479      3,529,102 
Net asset value and redemption price per share(2)  $        9.40  $       17.53  $        7.23 
Maximum offering price per share                   $        9.40  $       17.53  $        7.23 

CLASS I:                                                                                       
Net Assets                                         $   9,149,209  $   7,678,417  $  19,044,506 
Shares authorized                                      unlimited      unlimited      unlimited 
Par value                                          $        0.01  $        0.01  $        0.01 
Shares outstanding                                       923,189        405,922      2,531,792 
Net asset value and redemption price per share     $        9.91  $       18.92  $        7.52 
Maximum offering price per share                   $        9.91  $       18.92  $        7.52 

CLASS Q:                                                                                       
Net Assets                                         $   4,851,441  $   1,568,959            n/a 
Shares authorized                                      unlimited      unlimited            n/a 
Par value                                          $        0.01  $        0.01            n/a 
Shares outstanding                                       496,024         83,054            n/a 
Net asset value and redemption price per share     $        9.78  $       18.89            n/a 
Maximum offering price per share                   $        9.78  $       18.89            n/a 

CLASS T:                                                                                       
Net Assets                                                   n/a  $   2,467,941            n/a 
Shares authorized                                            n/a      unlimited            n/a 
Par value                                                    n/a  $        0.01            n/a 
Shares outstanding                                           n/a        139,058            n/a 
Net asset value and redemption price per share(2)            n/a  $       17.75            n/a 
Maximum offering price per share                             n/a  $       17.75            n/a 

----------                                                                      
(1)  Maximum offering price is computed at 100/94.25 of net asset value. On     
purchase of $50,000 or more, the offering price is reduced.           
(2)  Redemption price per share may be reduced for any applicable contingent    
deferred sales charge.                                                

See Accompanying Notes to Financial Statements

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                                                   ING                             ING            ING      
                                              LARGE COMPANY        ING            MIDCAP        SMALLCAP   
                                                  VALUE          MAGNACAP          VALUE          VALUE    
                                                   FUND            FUND            FUND           FUND     
                                              -------------   -------------   -------------   ------------ 
                                                                                                           
ASSETS:                                                                                                    
Investments in securities at value*           $ 140,366,438   $ 241,689,451   $  32,767,497   $ 31,012,737 
Short-term investments at amortized cost          1,452,000       4,673,000       1,027,000        972,000 
Cash                                                     59             967              64            649 
Receivables:                                                                                               
  Investment securities sold                             --         253,856         888,879        176,421 
  Fund shares sold                                  149,115              --         342,776        242,784 
  Dividends and interest                            249,873         425,444          43,671         44,846 
  Other                                               2,397          56,143              --             -- 
Prepaid expenses                                     38,647          32,281          62,488         47,661 
Reimbursement due from manager                           --              --          17,948         16,116 
                                              -------------   -------------   -------------   ------------ 
  Total assets                                  142,258,529     247,131,142      35,150,323     32,513,214 
                                              -------------   -------------   -------------   ------------ 
LIABILITIES:                                                                                               
Payable for investment securities purchased              --              --         881,025             -- 
Payable for fund shares redeemed                    153,125         296,442          39,584         18,335 
Payable to affiliates                               120,233         251,355          45,048         43,568 
Other accrued expenses and liabilities              196,171         322,979          65,180         63,784 
                                              -------------   -------------   -------------   ------------ 
  Total liabilities                                 469,529         870,776       1,030,837        125,687 
                                              -------------   -------------   -------------   ------------ 
NET ASSETS                                    $ 141,789,000   $ 246,260,366   $  34,119,486   $ 32,387,527 
                                              =============   =============   =============   ============ 
NET ASSETS WERE COMPRISED OF:                                                                              
Paid-in Capital                               $ 187,308,566   $ 326,419,862   $  48,566,934   $ 37,102,822 
Undistributed net investment income                                                                        
  (accumulated net investment loss)                 188,292          24,605        (136,188)      (473,244)
Accumulated net realized loss on investments    (14,444,998)    (10,337,299)     (3,012,936)      (836,812)
Net unrealized depreciation of investments      (31,262,860)    (69,846,802)    (11,298,324)    (3,405,239)
                                              -------------   -------------   -------------   ------------ 
NET ASSETS                                    $ 141,789,000   $ 246,260,366   $  34,119,486   $ 32,387,527 
                                              =============   =============   =============   ============ 
* Cost of investments in securities           $ 171,629,298   $ 311,536,253   $  44,065,821   $ 34,417,976 

See Accompanying Notes to Financial Statements

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                                                     ING                          ING             ING     
                                                LARGE COMPANY       ING          MIDCAP         SMALLCAP  
                                                    VALUE         MAGNACAP        VALUE           VALUE   
                                                     FUND           FUND          FUND            FUND    
                                                -------------  -------------  -------------  -------------
                                                                                                          
CLASS A:                                                                                                  
Net Assets                                      $ 136,891,333  $ 167,767,665  $  14,204,003  $  13,358,704
Shares authorized                                   unlimited     80,000,000      unlimited      unlimited
Par value                                       $       0.001  $        0.00  $       0.001  $       0.001
Shares outstanding                                 11,297,127     19,579,311      1,906,905      1,436,480
Net asset value and redemption price per share  $       12.12  $        8.57  $        7.45  $        9.30
Maximum offering price per share (5.75%)(1)     $       12.86  $        9.09  $        7.90  $        9.87

CLASS B:                                                                                                  
Net Assets                                      $   3,714,245  $  55,791,102  $  10,879,147  $   8,441,816
Shares authorized                                   unlimited     80,000,000      unlimited      unlimited
Par value                                       $       0.001  $        0.00  $       0.001  $       0.001
Shares outstanding                                    310,234      6,748,945      1,459,439        908,795
Net asset value and redemption price per                                                                  
  share(2)                                      $       11.97  $        8.27  $        7.45  $        9.29
Maximum offering price per share                $       11.97  $        8.27  $        7.45  $        9.29

CLASS C:                                                                                                  
Net Assets                                      $   1,169,447  $   7,332,907  $   8,860,637  $  10,308,172
Shares authorized                                   unlimited     20,000,000      unlimited      unlimited
Par value                                       $       0.001  $        0.00  $       0.001  $       0.001
Shares outstanding                                     97,882        886,281      1,188,898      1,110,720
Net asset value and redemption price per                                                                  
  share(2)                                      $       11.95  $        8.27  $        7.45  $        9.28
Maximum offering price per share                $       11.95  $        8.27  $        7.45  $        9.28

CLASS I:                                                                                                  
Net Assets                                                n/a            n/a  $     163,002  $     278,223
Shares authorized                                         n/a            n/a      unlimited      unlimited
Par value                                                 n/a            n/a  $       0.001  $       0.001
Shares outstanding                                        n/a            n/a         21,867         29,962
Net asset value and redemption price per share            n/a            n/a  $        7.45  $        9.29
Maximum offering price per share                          n/a            n/a  $        7.45  $        9.29

CLASS M:                                                                                                  
Net Assets                                                n/a  $   8,154,603            n/a            n/a
Shares authorized                                         n/a      5,000,000            n/a            n/a
Par value                                                 n/a  $        0.00            n/a            n/a
Shares outstanding                                        n/a        964,578            n/a            n/a
Net asset value and redemption price per                                                                  
  share(3)                                                n/a  $        8.45            n/a            n/a
Maximum offering price per share                          n/a  $        8.76            n/a            n/a

CLASS Q:                                                                                                  
Net Assets                                      $      13,975  $   7,214,089  $      12,697  $         612
Shares authorized                                   unlimited     20,000,000      unlimited      unlimited
Par value                                       $       0.001  $        0.00  $       0.001  $       0.001
Shares outstanding                                      1,153        842,394          1,707             65
Net asset value and redemption price per share  $       12.12  $        8.56  $        7.44  $        9.39
Maximum offering price per share                $       12.12  $        8.56  $        7.44  $        9.39

----------                                                                      
(1)  Maximum offering price is computed at 100/94.25 of net asset value. On     
purchase of $50,000 or more, the offering price is reduced.           
(2)  Redemption price per share may be reduced for any applicable contingent    
deferred sales charge.                                                
(3)  Maximum offering price is computed at 100/96.50 of net asset value. On     
purchases of $50,000 or more, the offering price is reduced.          

See Accompanying Notes to Financial Statements

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                                                                    ING             ING      
                                                    ING          EQUITY AND         REAL     
                                                CONVERTIBLE         BOND           ESTATE    
                                                    FUND            FUND            FUND     
                                               --------------   -------------   ------------ 
                                                                                             
ASSETS:                                                                                      
Investments in securities at value*            $  183,198,459   $  87,480,587   $101,027,264 
Short-term investments at amortized cost            6,366,000       2,422,000        570,027 
Cash                                                      657              --             -- 
Receivables:                                                                                 
  Investment securities sold                        1,048,733         558,948      3,438,506 
  Fund shares sold                                    132,047           7,408          2,649 
  Dividends and interest                              848,210         528,165        162,699 
Prepaid expenses                                       32,042          35,888        120,259 
Reimbursement due from manager                             --             251         17,509 
                                               --------------   -------------   ------------ 
  Total assets                                    191,626,148      91,033,247    105,338,913 
                                               --------------   -------------   ------------ 
LIABILITIES:                                                                                 
Payable for investment securities purchased                --              --      1,449,456 
Payable for fund shares redeemed                    1,063,866         159,352             -- 
Payable to affiliates                                 256,211         108,519         64,717 
Payable to custodian                                       --         353,335             -- 
Payable for organization fees                              --              --        124,794 
Other accrued expenses and liabilities                224,908           2,988         50,209 
                                               --------------   -------------   ------------ 
  Total liabilities                                 1,544,985         624,194      1,689,176 
                                               --------------   -------------   ------------ 
NET ASSETS                                     $  190,081,163   $  90,409,053   $103,649,737 
                                               ==============   =============   ============ 
NET ASSETS WERE COMPRISED OF:                                                                
Paid-in Capital                                $  294,097,356   $ 111,271,698   $ 98,829,603 
Undistributed net investment income                 1,805,318         497,803        303,774 
Accumulated net realized loss on investments     (103,976,140)     (7,019,595)    (5,991,068)
Net unrealized appreciation (depreciation) of                                                
  investments                                      (1,845,371)    (14,340,853)    10,507,428 
                                               --------------   -------------   ------------ 
NET ASSETS                                     $  190,081,163   $  90,409,053   $103,649,737 
                                               ==============   =============   ============ 
* Cost of investment in securities             $  185,043,830   $ 101,821,936   $ 90,785,913 

See Accompanying Notes to Financial Statements

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                                                                     ING           ING      
                                                       ING        EQUITY AND       REAL     
                                                   CONVERTIBLE       BOND         ESTATE    
                                                       FUND          FUND          FUND     
                                                   ------------  ------------  -------------
                                                                                            
CLASS A:                                                                                    
Net Assets                                         $ 47,969,360  $ 47,991,785            n/a
Shares authorized                                     unlimited     unlimited            n/a
Par Value                                          $       0.00  $       0.00            n/a
Shares outstanding                                    3,229,214     4,316,838            n/a
Net asset value and redemption price per share     $      14.85  $      11.12            n/a
Maximum offering price per share (5.75%)(1)        $      15.76  $      11.80            n/a

CLASS B:                                                                                    
Net Assets                                         $ 71,477,027  $ 23,866,694  $      58,647
Shares authorized                                     unlimited     unlimited      unlimited
Par Value                                          $       0.00  $       0.00  $        0.00
Shares outstanding                                    4,389,012     1,996,431          5,793
Net asset value and redemption price per share(2)  $      16.29  $      11.95  $       10.12
Maximum offering price per share                   $      16.29  $      11.95  $       10.12

CLASS C:                                                                                    
Net Assets                                         $ 65,707,631  $ 14,906,783            n/a
Shares authorized                                     unlimited     unlimited            n/a
Par Value                                          $       0.00  $       0.00            n/a
Shares outstanding                                    4,313,957     1,400,321            n/a
Net asset value and redemption price per share(2)  $      15.23  $      10.65            n/a
Maximum offering price per share                   $      15.23  $      10.65            n/a

CLASS Q:                                                                                    
Net Assets                                         $  4,927,145  $    184,229            n/a
Shares authorized                                     unlimited     unlimited            n/a
Par Value                                          $       0.00  $       0.00            n/a
Shares outstanding                                      341,425        16,692            n/a
Net asset value and redemption price per share     $      14.43  $      11.04            n/a
Maximum offering price per share                   $      14.43  $      11.04            n/a

CLASS I:                                                                                    
Net Assets                                                  n/a           n/a  $ 103,591,090
Shares authorized                                           n/a           n/a      unlimited
Par Value                                                   n/a           n/a  $        0.00
Shares outstanding                                          n/a           n/a      9,964,932
Net asset value and redemption price per share              n/a           n/a  $       10.39
Maximum offering price per share                            n/a           n/a  $       10.39

CLASS T:                                                                                    
Net Assets                                                  n/a  $  3,459,562            n/a
Shares authorized                                           n/a     unlimited            n/a
Par Value                                                   n/a  $       0.00            n/a
Shares outstanding                                          n/a       290,276            n/a
Net asset value and redemption price per share              n/a  $      11.92            n/a
Maximum offering price per share(2)                         n/a  $      11.92            n/a

----------                                                                      
(1)  Maximum offering price is computed at 100/94.25 of net asset value. On     
purchase of $50,000 or more, the offering price is reduced.           
(2)  Redemption price per share may be reduced for any applicable contingent    
deferred sales charge.                                                

See Accompanying Notes to Financial Statements

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STATEMENTS OF OPERATIONS for the six months ended November 30, 2002 (Unaudited) 
--------------------------------------------------------------------------------

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                                                           ING             ING               ING       
                                                         GROWTH +         GROWTH           LARGECAP    
                                                           VALUE       OPPORTUNITIES        GROWTH     
                                                           FUND            FUND              FUND      
                                                      --------------   --------------   -------------- 
                                                                                                       
INVESTMENT INCOME:                                                                                     
Dividends, net of foreign taxes*                      $      666,742   $      402,452   $      691,313 
Interest                                                      78,408           22,672           29,843 
                                                      --------------   --------------   -------------- 
  Total investment income                                    745,150          425,124          721,156 
                                                      --------------   --------------   -------------- 
EXPENSES:                                                                                              
Investment management fees                                 1,430,859        1,032,539          787,775 
Distribution and service fees:                                                                         
  Class A                                                    106,645          100,180           88,500 
  Class B                                                    704,428          316,053          433,852 
  Class C                                                    369,264          158,498          198,306 
  Class Q                                                        421                5           15,232 
  Class T                                                         --           45,163               -- 
Transfer agent fees:                                                                                   
  Class A                                                     43,648           49,867           83,545 
  Class B                                                     86,437           47,176          143,321 
  Class C                                                     45,308           23,649           65,501 
  Class I                                                         --              211           10,484 
  Class Q                                                        153               --            6,066 
  Class T                                                         --            7,097               -- 
Administrative and service fees                              275,740          213,216          105,037 
Shareholder reporting expense                                200,322          127,670          156,601 
Registration and filing fees                                  40,307           39,526           38,740 
Professional fees                                             73,770           51,709           73,987 
Custody and accounting fees                                   59,454           36,016           49,266 
Directors' fees                                                8,760            6,536               -- 
Insurance expense                                              2,404            1,905               -- 
Organization expense                                              --               --            7,406 
Offering expense                                                  --               --            1,844 
Miscellaneous expense                                         21,534           20,012           22,709 
                                                      --------------   --------------   -------------- 
  Total expenses                                           3,469,454        2,277,028        2,288,172 
                                                      --------------   --------------   -------------- 
Less:                                                                                                  
  Net waived and reimbursed fees                                  --               --          263,849 
                                                      --------------   --------------   -------------- 
  Net expenses                                             3,469,454        2,277,028        2,024,323 
                                                      --------------   --------------   -------------- 
Net investment loss                                       (2,724,304)      (1,851,904)      (1,303,167)
                                                      --------------   --------------   -------------- 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:                                                    
Net realized loss on investments                         (85,586,178)     (52,075,392)     (60,985,450)
Net change in unrealized appreciation of investments       8,718,087        3,817,955       17,090,313 
                                                      --------------   --------------   -------------- 
  Net realized and unrealized loss on investments        (76,868,091)     (48,257,437)     (43,895,137)
                                                      --------------   --------------   -------------- 
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS      $  (79,592,395)  $  (50,109,341)  $  (45,198,304)
                                                      ==============   ==============   ============== 
*Foreign taxes                                        $           --   $        1,095   $        1,038 

See Accompanying Notes to Financial Statements

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                                                        ING              ING               ING      
                                                      MIDCAP           SMALLCAP         RESEARCH    
                                                   OPPORTUNITIES    OPPORTUNITIES    ENHANCED INDEX 
                                                       FUND              FUND             FUND      
                                                  --------------   ---------------   -------------- 
                                                                                                    
INVESTMENT INCOME:                                                                                  
Dividends, net of foreign taxes*                  $      388,094   $        93,205   $      836,104 
Interest                                                  75,490            38,793            3,948 
Other                                                         --           546,663               -- 
                                                  --------------   ---------------   -------------- 
  Total investment income                                463,584           678,661          840,052 
                                                  --------------   ---------------   -------------- 
EXPENSES:                                                                                           
Investment management fees                             1,043,605         1,733,913          335,437 
Distribution and service fees:                                                                      
  Class A                                                 77,404           208,066           11,739 
  Class B                                                261,021           553,145          206,782 
  Class C                                                384,527           421,585          140,219 
  Class Q                                                  6,282             2,656               -- 
  Class T                                                     --            14,683               -- 
Transfer agent fees:                                                                                
  Class A                                                 40,601            97,526            4,969 
  Class B                                                 41,105            77,714           26,241 
  Class C                                                 60,800            59,220           17,787 
  Class I                                                      8               181              257 
  Class Q                                                     14                53               -- 
  Class T                                                     --             2,168               -- 
Administrative and service fees                          205,340           297,861           66,290 
Shareholder reporting expense                             87,655           221,395           40,356 
Registration and filing fees                              56,400            59,659           32,967 
Professional fees                                         49,871            67,193           26,795 
Custody and accounting fees                               37,861            57,349           40,564 
Directors' fees                                            7,190             9,504            2,850 
Insurance expense                                          1,475             2,914              721 
Miscellaneous expense                                     15,430            31,065            7,739 
                                                  --------------   ---------------   -------------- 
  Total expenses                                       2,376,589         3,917,850          961,713 
                                                  --------------   ---------------   -------------- 
Less:                                                                                               
  Net waived and reimbursed fees                         411,763                --               -- 
                                                  --------------   ---------------   -------------- 
  Net expenses                                         1,964,826         3,917,850          961,713 
                                                  --------------   ---------------   -------------- 
Net investment loss                                   (1,501,242)       (3,239,189)        (121,661)
                                                  --------------   ---------------   -------------- 
REALIZED AND UNREALIZED GAIN (LOSS) ON                                                              
 INVESTMENTS:                                                                                       
Net realized loss on investments                     (42,773,828)     (129,511,073)     (11,825,048)
Net change in unrealized appreciation                                                               
 (depreciation) of investments                         4,768,859        28,978,598       (3,287,214)
                                                  --------------   ---------------   -------------- 
  Net realized and unrealized loss on                                                               
   investments                                       (38,004,969)     (100,532,475)     (15,112,262)
                                                  --------------   ---------------   -------------- 
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  $  (39,506,211)  $  (103,771,664)  $  (15,233,923)
                                                  ==============   ===============   ============== 
*Foreign taxes                                    $        5,433   $            --   $           55 

See Accompanying Notes to Financial Statements

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                                                        ING                               ING            ING      
                                                       LARGE             ING            MIDCAP         SMALLCAP   
                                                      COMPANY         MAGNACAP           VALUE          VALUE     
                                                       FUND             FUND             FUND            FUND     
                                                  --------------   --------------   --------------   ------------ 
                                                                                                                  
INVESTMENT INCOME:                                                                                                
Dividends                                         $    1,561,236   $    2,704,356   $      282,218   $    193,253 
Interest                                                  43,775           63,545            6,333          9,749 
                                                  --------------   --------------   --------------   ------------ 
  Total investment income                              1,605,011        2,767,901          288,551        203,002 
                                                  --------------   --------------   --------------   ------------ 
EXPENSES:                                                                                                         
Investment management fees                               503,543          969,614          180,268        161,286 
Distribution and service fees:                                                                                    
  Class A                                                173,054          251,782           21,910         18,996 
  Class B                                                 17,924          297,737           50,034         39,090 
  Class C                                                  7,220           37,024           42,067         45,238 
  Class M                                                     --           33,084               --              3 
  Class Q                                                     20            8,771               14             -- 
Transfer agent fees:                                                                                              
  Class A                                                117,774          164,424           21,910         18,997 
  Class B                                                  3,049           58,293           12,509          9,772 
  Class C                                                  1,227            7,251           10,517         11,309 
  Class I                                                     --               --               19             39 
  Class M                                                     --            8,634               --             -- 
  Class Q                                                      9              105                2             -- 
Administrative and service fees                           71,744           15,284           18,027         16,128 
Shareholder reporting expense                             26,188          143,888            7,546          7,219 
Registration and filing fees                              31,931           33,063           27,193         19,233 
Professional fees                                         39,779           77,424            5,594          5,460 
Custody and accounting fees                               29,427           33,610           16,374         17,118 
Directors' fees                                            8,864           11,567            1,272            910 
Insurance expense                                            665            1,830              169            183 
Offering expense                                              --               --           65,177         65,179 
Miscellaneous expense                                      2,520           11,044            2,379          2,612 
                                                  --------------   --------------   --------------   ------------ 
  Total expenses                                       1,034,938        2,164,429          482,981        438,772 
                                                  --------------   --------------   --------------   ------------ 
Less:                                                                                                             
  Net waived and reimbursed fees                              --               --          100,432         93,976 
                                                  --------------   --------------   --------------   ------------ 
  Net expenses                                         1,034,938        2,164,429          382,549        344,796 
                                                  --------------   --------------   --------------   ------------ 
Net investment income (loss)                             570,073          603,472          (93,998)      (141,794)
                                                  --------------   --------------   --------------   ------------ 
REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                            
 INVESTMENTS:                                                                                                     
Net realized loss on investments                      (5,628,427)      (7,908,685)      (3,010,558)    (1,123,239)
Net change in unrealized depreciation of                                                                          
 investments                                         (25,645,512)     (41,789,542)     (10,837,732)    (3,287,192)
                                                  --------------   --------------   --------------   ------------ 
  Net realized and unrealized loss on                                                                             
   investments                                       (31,273,939)     (49,698,227)     (13,848,290)    (4,410,431)
                                                  --------------   --------------   --------------   ------------ 
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  $  (30,703,866)  $  (49,094,755)  $  (13,942,288)  $ (4,552,225)
                                                  ==============   ==============   ==============   ============ 

See Accompanying Notes to Financial Statements

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                                                                   ING                                    
                                                     ING        EQUITY AND                                
                                                  CONVERTIBLE      BOND                   ING             
                                                     FUND          FUND             REAL ESTATE FUND      
                                                  -----------   -----------   --------------------------- 
                                                   SIX MONTHS    SIX MONTHS    ONE MONTH         YEAR     
                                                     ENDED         ENDED         ENDED           ENDED    
                                                  NOVEMBER 30,  NOVEMBER 30,  NOVEMBER 30,    OCTOBER 31, 
                                                     2002          2002         2002(1)         2002(2)   
                                                  -----------   -----------   -----------     ----------- 
                                                                                                          
INVESTMENT INCOME:                                                                                        
Dividends                                         $ 1,259,529   $   668,441   $   596,659     $ 4,969,966 
Interest                                            2,957,864     1,361,833         3,531          48,361 
                                                  -----------   -----------   -----------     ----------- 
  Total investment income                           4,217,393     2,030,274       600,190       5,018,327 
                                                  -----------   -----------   -----------     ----------- 
EXPENSES:                                                                                                 
Investment management fees                            755,415       356,859        57,620         641,719 
Distribution and service fees:                                                                            
  Class A                                              89,300        86,800            --              -- 
  Class B                                             373,564       131,581            13              -- 
  Class C                                             347,072        76,699            --              -- 
  Class Q                                               7,883           225            --              -- 
  Class T                                                  --        13,973            --              -- 
Transfer agent fees:                                                                                      
  Class A                                              59,808        50,977            --              -- 
  Class B                                              87,570        27,044             3              -- 
  Class C                                              81,371        15,765            --              -- 
  Class I                                                  --            --         3,268          33,037 
  Class Q                                               2,659           179            --              -- 
  Class T                                                  --         3,829            --              -- 
Administrative and service fees                       100,722        47,581         8,365         137,461 
Shareholder reporting expense                         103,151        32,454         2,849          16,703 
Registration and filing fees                           33,304        31,872         1,082          12,941 
Professional fees                                      42,787        20,419         2,486          29,769 
Custody and accounting fees                            30,236        28,728         3,236          13,813 
Directors' fees                                         4,645         2,136           418           6,811 
Insurance expense                                       1,472           606            --              -- 
Organization expense                                       --            --            --           5,375 
Offering expense                                           --            --        19,245              -- 
Miscellaneous expense                                  19,614         4,685         1,257           1,689 
                                                  -----------   -----------   -----------     ----------- 
  Total expenses                                    2,140,573       932,412        99,842         899,318 
                                                  -----------   -----------   -----------     ----------- 
Less:                                                                                                     
  Net waived and reimbursed fees                       60,230        23,381        17,509              79 
                                                  -----------   -----------   -----------     ----------- 
  Net expenses                                      2,080,343       909,031        82,333         899,239 
                                                  -----------   -----------   -----------     ----------- 
Net investment income                               2,137,050     1,121,243       517,857       4,119,088 
                                                  -----------   -----------   -----------     ----------- 
REALIZED AND UNREALIZED GAIN (LOSS) ON                                                                    
  INVESTMENTS:                                                                                            
Net realized gain (loss) on investments            (6,133,148)   (3,319,416)      265,932       1,992,123 
Net realized gain on foreign currencies                    --           788            --              -- 
Net change in unrealized appreciation                                                                     
  (depreciation) of Investments                    (3,399,071)   (6,019,219)    3,327,428        (193,441)
                                                  -----------   -----------   -----------     ----------- 
  Net realized and unrealized gain (loss) on                                                              
    investments                                    (9,532,219)   (9,337,847)    3,593,360       1,798,682 
                                                  -----------   -----------   -----------     ----------- 
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                          
  OPERATIONS                                      $(7,395,169)  $(8,216,604)  $ 4,111,217     $ 5,917,770 
                                                  ===========   ===========   ===========     =========== 

----------                                                                      
(1)  The Fund changes its fiscal year end to May 31.                            
(2)  Reflects operating history of a predecessor mutual fund (see Note 1).      

See Accompanying Notes to Financial Statements

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                                                       ING GROWTH + VALUE FUND    
                                                   ------------------------------ 
                                                     SIX MONTHS         YEAR      
                                                       ENDED           ENDED      
                                                    NOVEMBER 30,       MAY 31,    
                                                        2002            2002      
                                                   -------------    ------------- 
                                                                                  
FROM OPERATIONS:                                                                  
Net investment loss                                $  (2,724,304)   $  (8,512,418)
Net realized loss on investments                     (85,586,178)    (135,053,076)
Net change in unrealized appreciation                                             
 (depreciation) of investments                         8,718,087      (36,957,292)
                                                   -------------    ------------- 
Net decrease in net assets resulting from                                         
 operations                                          (79,592,395)    (180,522,786)
                                                   -------------    ------------- 
FROM CAPITAL SHARE TRANSACTIONS:                                                  
Net proceeds from sale of shares                      15,141,468      118,982,140 
Cost of shares redeemed                              (70,405,084)    (233,711,496)
                                                   -------------    ------------- 
Net decrease in net assets resulting from capital                                 
 share transactions                                  (55,263,616)    (114,729,356)
                                                   -------------    ------------- 
Net decrease in net assets                          (134,856,011)    (295,252,142)
                                                   -------------    ------------- 
NET ASSETS:                                                                       
Beginning of period                                  374,629,229      669,881,371 
                                                   -------------    ------------- 
End of period                                      $ 239,773,218    $ 374,629,229 
                                                   =============    ============= 
Accumulated net investment loss                    $  (2,724,341)   $          -- 
                                                   =============    ============= 

See Accompanying Notes to Financial Statements

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                                               ING GROWTH OPPORTUNITIES FUND     ING LARGECAP GROWTH FUND     
                                              ------------------------------   ------------------------------ 
                                                SIX MONTHS          YEAR        SIX MONTHS           YEAR     
                                                  ENDED            ENDED           ENDED            ENDED     
                                               NOVEMBER 30,        MAY 31,      NOVEMBER 30,        MAY 31,   
                                                   2002             2002            2002             2002     
                                              -------------    -------------   -------------    ------------- 
                                                                                                              
FROM OPERATIONS:                                                                                              
Net investment loss                           $  (1,851,904)   $  (7,224,856)  $  (1,303,167)   $  (5,792,622)
Net realized loss on investments                (52,075,392)    (148,410,703)    (60,985,450)    (178,879,014)
Net change in unrealized appreciation of                                                                      
 investments                                      3,817,955        8,273,970      17,090,313       22,043,801 
                                              -------------    -------------   -------------    ------------- 
Net decrease in net assets resulting from                                                                     
 operations                                     (50,109,341)    (147,361,589)    (45,198,304)    (162,627,835)
                                              -------------    -------------   -------------    ------------- 
FROM DIVIDENDS TO SHAREHOLDERS:                                                                               
Net investment income:                                                                                        
  Class A                                                --               --              --          (23,490)
  Class Q                                                --               --              --          (16,054)
                                              -------------    -------------   -------------    ------------- 
Total distributions                                      --               --              --          (39,544)
                                              -------------    -------------   -------------    ------------- 
FROM CAPITAL SHARE TRANSACTIONS:                                                                              
Net proceeds from sale of shares                  8,429,437       57,584,228      25,959,821      162,524,986 
Shares resulting from dividend reinvestments             --               --              --           30,939 
                                              -------------    -------------   -------------    ------------- 
                                                  8,429,437       57,584,228      25,959,821      162,555,925 
Cost of shares redeemed                         (44,686,924)    (147,726,009)    (68,770,265)    (236,666,205)
                                              -------------    -------------   -------------    ------------- 
Net decrease in net assets resulting from                                                                     
 capital share transactions                     (36,257,487)     (90,141,781)    (42,810,444)     (74,110,280)
                                              -------------    -------------   -------------    ------------- 
Net decrease in net assets                      (86,366,828)    (237,503,370)    (88,008,748)    (236,777,659)
                                              -------------    -------------   -------------    ------------- 
NET ASSETS:                                                                                                   
Beginning of period                             293,680,947      531,184,317     279,373,205      516,150,864 
                                              -------------    -------------   -------------    ------------- 
End of period                                 $ 207,314,119    $ 293,680,947   $ 191,364,457    $ 279,373,205 
                                              =============    =============   =============    ============= 
Accumulated net investment loss at end of                                                                     
 period                                       $  (1,851,904)   $          --   $  (1,303,167)   $          -- 
                                              =============    =============   =============    ============= 

See Accompanying Notes to Financial Statements

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                                               ING MIDCAP OPPORTUNITIES FUND    ING SMALLCAP OPPORTUNITIES FUND 
                                              -------------------------------   ------------------------------- 
                                                SIX MONTHS           YEAR         SIX MONTHS           YEAR     
                                                  ENDED             ENDED           ENDED             ENDED     
                                               NOVEMBER 30,         MAY 31,      NOVEMBER 30,         MAY 31,   
                                                   2002              2002            2002              2002     
                                              -------------     -------------   -------------     ------------- 
                                                                                                                
FROM OPERATIONS:                                                                                                
Net investment loss                           $  (1,501,242)    $  (1,564,711)  $  (3,239,189)    $  (7,943,203)
Net realized loss on investments                (42,773,828)      (22,181,991)   (129,511,073)     (116,051,246)
Net change in unrealized depreciation of                                                                        
 investments                                      4,768,859       (13,180,504)     28,978,598       (59,155,762)
                                              -------------     -------------   -------------     ------------- 
Net decrease in net assets resulting from                                                                       
 operations                                     (39,506,211)      (36,927,206)   (103,771,664)     (183,150,211)
                                              -------------     -------------   -------------     ------------- 
FROM DIVIDENDS TO SHAREHOLDERS:                                                                                 
Net realized gains:                                      --                --              --       (12,207,533)
  Class A                                                --                --              --        (4,420,476)
  Class B                                                --                --              --        (5,306,452)
  Class C                                                --                --              --        (2,073,539)
  Class I                                                --                --              --                (6)
  Class Q                                                --                --              --           (74,783)
  Class T                                                --                --              --          (332,277)
                                              -------------     -------------   -------------     ------------- 
Total distributions                                      --                --              --       (12,207,533)
                                              -------------     -------------   -------------     ------------- 
FROM CAPITAL SHARE TRANSACTIONS:                                                                                
Net proceeds from sale of shares                  7,670,047        23,229,928      36,624,336       169,513,918 
Net proceeds from shares issued in merger                --       217,968,703              --       191,995,534 
Shares resulting from dividend reinvestments             --                --              --         8,872,522 
                                              -------------     -------------   -------------     ------------- 
                                                  7,670,047       241,198,631      36,624,336       370,381,974 
Cost of shares redeemed                         (67,467,891)      (45,911,969)    (84,479,441)     (162,003,224)
                                              -------------     -------------   -------------     ------------- 
Net increase (decrease) in net assets                                                                           
 resulting from capital share transactions      (59,797,844)      195,286,662     (47,855,105)      208,378,750 
                                              -------------     -------------   -------------     ------------- 
Net increase (decrease) in net assets           (99,304,055)      158,359,456    (151,626,769)       13,021,006 
                                              -------------     -------------   -------------     ------------- 
NET ASSETS:                                                                                                     
Beginning of period                             285,050,758       126,691,302     477,434,924       464,413,918 
                                              -------------     -------------   -------------     ------------- 
End of period                                 $ 185,746,703     $ 285,050,758   $ 325,808,155     $ 477,434,924 
                                              =============     =============   =============     ============= 
Accumulated net investment loss                                                                                 
 at end of period                             $  (1,501,242)    $          --   $  (3,239,368)    $          -- 
                                              =============     =============   =============     ============= 

See Accompanying Notes to Financial Statements

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                                                   ING RESEARCH ENHANCED INDEX FUND 
                                                   -------------------------------- 
                                                     SIX MONTHS            YEAR     
                                                       ENDED              ENDED     
                                                    NOVEMBER 30,          MAY 31,   
                                                        2002               2002     
                                                   -------------      ------------- 
                                                                                    
FROM OPERATIONS:                                                                    
Net investment loss                                $    (121,661)     $    (532,669)
Net realized loss on investments                     (11,825,048)       (29,106,092)
Net change in unrealized appreciation                                               
 (depreciation) of investments                        (3,287,214)         4,441,583 
                                                   -------------      ------------- 
Net decrease in net assets resulting from                                           
 operations                                          (15,233,923)       (25,197,178)
                                                   -------------      ------------- 
FROM CAPITAL SHARE TRANSACTIONS:                                                    
Net proceeds from sale of shares                       2,907,679         13,127,048 
Cost of shares redeemed                              (18,334,144)       (48,152,451)
                                                   -------------      ------------- 
Net decrease in net assets resulting from capital                                   
 share transactions                                  (15,426,465)       (35,025,403)
                                                   -------------      ------------- 
Net decrease in net assets                           (30,660,388)       (60,222,581)
                                                   -------------      ------------- 
NET ASSETS:                                                                         
Beginning of period                                  121,131,969        181,354,550 
                                                   -------------      ------------- 
End of period                                      $  90,471,581      $ 121,131,969 
                                                   =============      ============= 
Accumulated net investment loss at end of period   $    (121,661)     $          -- 
                                                   =============      ============= 

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                                               ING LARGE COMPANY VALUE FUND          ING MAGNACAP FUND        
                                              ------------------------------   ------------------------------ 
                                                SIX MONTHS          YEAR         SIX MONTHS          YEAR     
                                                  ENDED            ENDED           ENDED            ENDED     
                                               NOVEMBER 30,        MAY 31,      NOVEMBER 30,        MAY 31,   
                                                   2002             2002            2002             2002     
                                              -------------    -------------   -------------    ------------- 
                                                                                                              
FROM OPERATIONS:                                                                                              
Net investment income                         $     570,073    $     624,008   $     603,472    $   1,362,303 
Net realized gain (loss) on investments          (5,628,427)       3,709,737      (7,908,685)       9,984,802 
Net change in unrealized depreciation of                                                                      
 investments                                    (25,645,512)     (32,312,425)    (41,789,542)     (58,176,380)
                                              -------------    -------------   -------------    ------------- 
Net decrease in net assets resulting from                                                                     
 operations                                     (30,703,866)     (27,978,680)    (49,094,755)     (46,829,275)
                                              -------------    -------------   -------------    ------------- 
FROM DIVIDENDS TO SHAREHOLDERS:                                                                               
Net investment income:                                                                                        
  Class A                                          (381,730)         (48,577)       (541,154)      (1,450,626)
  Class M                                                --               --              --          (25,317)
  Class Q                                               (51)              --         (37,713)         (90,550)
Net realized gains:                                                                                           
  Class A                                                --       (3,414,346)             --      (36,928,549)
  Class B                                                --          (76,886)             --      (15,231,540)
  Class C                                                --          (40,009)             --       (1,660,037)
  Class M                                                --               --              --       (2,235,251)
  Class Q                                                --             (375)             --       (1,561,541)
Tax return of capital:                                                                                        
  Class A                                                --         (542,803)             --               -- 
  Class B                                                --          (12,223)             --               -- 
  Class C                                                --           (6,360)             --               -- 
  Class Q                                                --              (60)             --               -- 
                                              -------------    -------------   -------------    ------------- 
Total distributions                                (381,781)      (4,141,639)       (578,867)     (59,183,411)
                                              -------------    -------------   -------------    ------------- 
FROM CAPITAL SHARE TRANSACTIONS:                                                                              
Net proceeds from sale of shares                  5,532,713       23,772,105       8,917,815       42,905,807 
Shares resulting from dividend reinvestments        314,389        3,625,709         499,993       47,870,369 
                                              -------------    -------------   -------------    ------------- 
                                                  5,847,102       27,397,814       9,417,808       90,776,176 
Cost of shares redeemed                         (13,093,753)     (36,480,872)    (35,033,980)     (92,733,007)
                                              -------------    -------------   -------------    ------------- 
Net decrease in net assets resulting from                                                                     
 capital share transactions                      (7,246,651)      (9,083,058)    (25,616,172)      (1,956,831)
                                              -------------    -------------   -------------    ------------- 
Net decrease in net assets                      (38,332,298)     (41,203,377)    (75,289,794)    (107,969,517)
                                              -------------    -------------   -------------    ------------- 
NET ASSETS:                                                                                                   
Beginning of period                             180,121,298      221,324,675     321,550,160      429,519,677 
                                              -------------    -------------   -------------    ------------- 
End of period                                 $ 141,789,000    $ 180,121,298   $ 246,260,366    $ 321,550,160 
                                              =============    =============   =============    ============= 
Undistributed net investment income at end                                                                    
 of period                                    $     188,292    $          --   $      24,605    $          -- 
                                              =============    =============   =============    ============= 

See Accompanying Notes to Financial Statements

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STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) 
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                  ING MIDCAP VALUE FUND         ING SMALLCAP VALUE FUND   
                                              ----------------------------   ---------------------------- 
                                               SIX MONTHS        PERIOD       SIX MONTHS        PERIOD    
                                                 ENDED            ENDED         ENDED            ENDED    
                                              NOVEMBER 30,       MAY 31,     NOVEMBER 30,       MAY 31,   
                                                  2002           2002(1)         2002           2002(1)   
                                              ------------    ------------   ------------    ------------ 
                                                                                                          
FROM OPERATIONS:                                                                                          
Net investment loss                           $    (93,998)   $    (18,723)  $   (141,794)   $    (33,829)
Net realized gain (loss) on investments         (3,010,558)        477,240     (1,123,239)        286,427 
Net change in unrealized depreciation of                                                                  
 investments                                   (10,837,732)       (460,592)    (3,287,192)       (118,047)
                                              ------------    ------------   ------------    ------------ 
Net increase (decrease) in net assets                                                                     
 resulting from operations                     (13,942,288)         (2,075)    (4,552,225)        134,551 
                                              ------------    ------------   ------------    ------------ 
FROM DIVIDENDS TO SHAREHOLDERS:                                                                           
Net investment income:                                                                                    
  Class A                                          (66,231)             --        (53,921)             -- 
  Class B                                          (11,506)             --           (269)             -- 
  Class C                                           (8,620)             --         (8,732)             -- 
  Class I                                           (1,546)             --         (2,331)             -- 
  Class Q                                             (105)             --             --                 
Net realized gains:                                                                                       
  Class A                                         (197,711)             --       (119,158)             -- 
  Class B                                         (153,549)             --        (76,523)             -- 
  Class C                                         (125,926)             --        (90,831)             -- 
  Class I                                           (2,252)             --         (2,504)             -- 
  Class Q                                             (180)             --             (6)             -- 
                                              ------------    ------------   ------------    ------------ 
Total distributions                               (567,626)             --       (354,275)             -- 
                                              ------------    ------------   ------------    ------------ 
FROM CAPITAL SHARE TRANSACTIONS:                                                                          
Net proceeds from sale of shares                13,458,382      48,636,078     12,491,623      36,135,334 
Shares resulting from dividend reinvestments       453,194              --        265,989              -- 
                                              ------------    ------------   ------------    ------------ 
                                                13,911,576      48,636,078     12,757,612      36,135,334 
Cost of shares redeemed                        (12,076,710)     (1,839,469)   (10,289,674)     (1,443,796)
                                              ------------    ------------   ------------    ------------ 
Net increase in net assets resulting from                                                                 
 capital share transactions                      1,834,866      46,796,609      2,467,938      34,691,538 
                                              ------------    ------------   ------------    ------------ 
Net increase (decrease) in net assets          (12,675,048)     46,794,534     (2,438,562)     34,826,089 
                                              ------------    ------------   ------------    ------------ 
NET ASSETS:                                                                                               
Beginning of period                             46,794,534              --     34,826,089              -- 
                                              ------------    ------------   ------------    ------------ 
End of period                                 $ 34,119,486    $ 46,794,534   $ 32,387,527    $ 34,826,089 
                                              ============    ============   ============    ============ 
Undistributed net investment income                                                                       
 (accumulated net investment loss)            $   (136,188)   $     45,818   $   (473,244)   $     22,825 
                                              ============    ============   ============    ============ 

----------                                                                      
(1)  Fund commenced operations on February 1, 2002.                             

See Accompanying Notes to Financial Statements

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 STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
--------------------------------------------------------------------------------

                                            ING CONVERTIBLE FUND
                                            ------------------------------
                                        SIX MONTHS          YEAR
                                          ENDED            ENDED
                                         NOVEMBER 30,        MAY 31,
                                           2002             2002
                                            -------------    -------------
FROM OPERATIONS:                                                                
Net investment income                          $   2,137,050    $   4,316,249   
Net realized loss on investments                  (6,133,148)     (94,733,125)  
Net change in unrealized appreciation                                           
(depreciation) of investments                    (3,399,071)      47,508,825  
                                            -------------    -------------
Net decrease in net assets resulting from                                       
operations                                       (7,395,169)     (42,908,051) 
                                            -------------    -------------
FROM DIVIDENDS TO SHAREHOLDERS:                                                 
Net investment income:                                                          
Class A                                           (450,984)      (1,989,161)
Class B                                           (437,653)      (1,691,488)
Class C                                           (447,091)      (1,695,959)
Class Q                                            (68,676)        (462,156)
Net realized gains:                                                             
Class A                                                 --         (434,317)
Class B                                                 --         (598,881)
Class C                                                 --         (546,683)
Class Q                                                 --          (78,772)
                                            -------------    -------------
Total distributions                               (1,404,404)      (7,497,417)  
                                            -------------    -------------
FROM CAPITAL SHARE TRANSACTIONS:                                                
Net proceeds from sale of shares                   6,890,484       49,293,522   
Shares resulting from dividend reinvestments         900,714        4,837,275   
                                            -------------    -------------
                                                7,791,198       54,130,797
Cost of shares redeemed                          (48,124,718)    (136,764,084)  
                                            -------------    -------------
Net decrease in net assets resulting from                                       
capital share transactions                      (40,333,520)     (82,633,287) 
                                            -------------    -------------
Net decrease in net assets                       (49,133,093)    (133,038,755)  
                                            -------------    -------------
NET ASSETS:                                                                     
Beginning of period                              239,214,256      372,253,011   
                                            -------------    -------------
End of period                                  $ 190,081,163    $ 239,214,256   
                                            =============    =============
Undistributed net investment income            $   1,805,318    $   1,072,672   
                                            =============    =============

See Accompanying Notes to Financial Statements

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

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                                                ING EQUITY AND BOND FUND                     ING REAL ESTATE FUND              
                                              -----------------------------    ----------------------------------------------- 
                                                SIX MONTHS          YEAR        ONE MONTH          YEAR             YEAR       
                                                  ENDED            ENDED          ENDED            ENDED            ENDED      
                                               NOVEMBER 30,        MAY 31,      NOVEMBER 30,     OCTOBER 31,      OCTOBER 31,  
                                                   2002             2002          2002(1)          2002(2)       2001 (000)(2) 
                                              -------------    -------------   -------------    -------------    ------------- 
                                                                                                                               
FROM OPERATIONS:                                                                                                               
Net investment income                         $   1,121,243    $   3,351,411   $     517,857    $   4,119,088    $       3,587 
Net realized gain (loss) on investments          (3,318,628)      (1,232,233)        265,932        1,992,123            1,844 
Net change in unrealized appreciation                                                                                          
 (depreciation) of investments                   (6,019,219)      (9,585,022)      3,327,428         (193,441)            (466)
                                              -------------    -------------   -------------    -------------    ------------- 
Net increase (decrease) in net assets                                                                                          
 resulting from operations                       (8,216,604)      (7,465,844)      4,111,217        5,917,770            4,965 
                                              -------------    -------------   -------------    -------------    ------------- 
FROM DIVIDENDS TO SHAREHOLDERS:                                                                                                
Net investment income:                                                                                                         
  Class A                                          (497,961)      (2,123,367)             --               --               -- 
  Class B                                          (186,958)        (917,202)             --               --               -- 
  Class C                                          (127,394)        (647,607)             --               --               -- 
  Class I                                                --               --              --       (5,231,287)          (3,587)
  Class Q                                            (1,772)         (13,963)             --               --               -- 
  Class T                                           (31,579)        (182,065)             --               --               -- 
Net realized gains:                                                                                                            
  Class A                                                --         (236,326)             --               --               -- 
  Class B                                                --         (137,507)             --               --               -- 
  Class C                                                --          (85,407)             --               --               -- 
  Class I                                                --               --              --               --             (577)
  Class Q                                                --           (1,525)             --               --               -- 
  Class T                                                --          (23,977)             --               --               -- 
                                              -------------    -------------   -------------    -------------    ------------- 
Total distributions                                (845,664)      (4,368,946)             --       (5,231,287)          (4,164)
                                              -------------    -------------   -------------    -------------    ------------- 
FROM CAPITAL SHARE TRANSACTIONS:                                                                                               
Net proceeds from sale of shares                  7,897,678       36,437,605       3,281,425       31,057,798           16,836 
Shares resulting from dividend reinvestments        671,422        3,439,849              --        3,749,980               -- 
                                              -------------    -------------   -------------    -------------    ------------- 
                                                  8,569,100       39,877,454       3,281,425       34,807,778           16,836 
Cost of shares redeemed                         (20,578,336)     (44,643,957)     (1,073,822)     (14,351,398)          (5,896)
                                              -------------    -------------   -------------    -------------    ------------- 
Net increase (decrease) in net assets                                                                                          
 resulting from capital share transactions      (12,009,236)      (4,766,503)      2,207,603       20,456,380           10,940 
                                              -------------    -------------   -------------    -------------    ------------- 
Net increase (decrease) in net assets           (21,071,504)     (16,601,293)      6,318,820       21,142,863           11,741 
                                              -------------    -------------   -------------    -------------    ------------- 
NET ASSETS:                                                                                                                    
Beginning of period                             111,480,557      128,081,850      97,330,917       76,188,054           64,447 
                                              -------------    -------------   -------------    -------------    ------------- 
End of period                                 $  90,409,053    $ 111,480,557   $ 103,649,737    $  97,330,917    $      76,188 
                                              =============    =============   =============    =============    ============= 
Undistributed net investment income           $     497,803    $     222,224   $     480,711    $     214,000    $         161 
                                              =============    =============   =============    =============    ============= 

----------                                                                      
(1)  The Fund changed its fiscal year end to May 31.                            
(2)  Reflects operating history of a predecessor mutual fund (see Note 1).      

See Accompanying Notes to Financial Statements

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ING GROWTH + VALUE FUND (UNAUDITED)                         FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                   CLASS Q                      
                                               -------------------------------------------------
                                               SIX MONTHS      YEAR     SEVEN MONTHS    PERIOD  
                                                 ENDED        ENDED        ENDED         ENDED  
                                                NOV. 31,      MAY 31,      MAY 31,      OCT. 31,
                                                  2002         2002        2001(4)      2001(1) 
                                                  ----         ----        -------      ------- 
                                                                                                
PER SHARE OPERATING PERFORMANCE:                                                                
 Net asset value, beginning of period       $     9.86        13.88        24.90        26.73   
 Income (loss) from investment operations:                                                      
 Net investment loss                        $    (0.05)       (0.11)       (0.18)       (0.05)  
 Net realized and unrealized loss on                                                            
 investments                                $    (2.14)       (3.91)       (8.62)       (1.78)  
 Total from investment operations           $    (2.19)       (4.02)       (8.80)       (1.83)  
 Less distributions from:                                                                       
 Net realized gains on investments          $       --           --         2.16           --   
 Tax return of capital                      $       --           --         0.06           --   
 Total distributions                        $       --           --         2.22           --   
 Net asset value, end of period             $     7.67         9.86        13.88        24.90   
 TOTAL RETURN(2)                            %   (22.21)      (28.96)      (38.00)       (6.85)  

RATIOS AND SUPPLEMENTAL DATA:                                                                   
 Net assets, end of period (000's)          $      309          396          454        1,346   
 Ratios to average net assets:                                                                  
 Expenses(3)                                %     1.82         1.71         1.69         1.53   
 Net investment loss(3)                     %    (1.31)       (0.93)       (1.43)       (1.19)  
 Portfolio turnover rate                    %      126          255           95          163   

----------                                                                      
(1)  Class Q commenced offering of shares on June 5, 2000.                      
(2)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(3)  Annualized for periods less than one year.                                 
(4)  The Fund changed its fiscal year end to May 31.                            

See Accompanying Notes to Financial Statements

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ING GROWTH OPPORTUNITIES FUND (UNAUDITED)                   FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                                     CLASS I                                    
                                                -----------------------------------------------------------------------------   
                                                   SIX                                                                          
                                                 MONTHS      YEAR    FIVE MONTHS                                      PERIOD    
                                                  ENDED     ENDED       ENDED            YEAR ENDED DECEMBER 31,       ENDED    
                                                NOV. 30,    MAY 31,    MAY 31,       ----------------------------     DEC. 31,  
                                                  2002       2002      2001(6)       2000         1999       1998     1997(1)   
                                                  ----       ----      -------       ----         ----       ----     -------   
                                                                                                                                
PER SHARE OPERATING PERFORMANCE:                                                                                                
 Net asset value, beginning of period       $     13.68      19.10       26.05       33.76        26.28      21.36      17.90   
 Income (loss) from investment operations:                                                                                      
 Net investment income (loss)               $     (0.06)     (0.19)      (0.08)      (0.15)       (0.17)     (0.05)      0.01   
 Net realized and unrealized gain                                                                                               
 (loss) on investments                      $     (2.21)     (5.23)      (6.87)      (6.07)       20.49       5.18       4.30   
 Total from investment operations           $     (2.27)     (5.42)      (6.95)      (6.22)       20.32       5.13       4.31   
 Less distributions from:                                                                                                       
 Net realized gains on investments          $        --         --          --        1.49        12.84       0.21       0.85   
 Total distributions                        $        --         --          --        1.49        12.84       0.21       0.85   
 Net asset value, end of period             $     11.41      13.68       19.10       26.05        33.76      26.28      21.36   
 TOTAL RETURN(3)                            %    (19.88)    (28.38)     (26.68)     (18.74)       93.86      24.06      24.29   

RATIOS AND SUPPLEMENTAL DATA:                                                                                                   
 Net assets, end of period (000's)          $    47,288     56,719      79,174     108,005      132,953     83,233    113,529   
 Ratios to average net assets:                                                                                                  
 Net expenses after expense                                                                                                     
 reimbursement(4)(5)                        %      1.41       1.37        1.31        1.16         1.00       1.00       1.02(5)
 Gross expenses prior to expense                                                                                                
 reimbursement(4)(5)                        %      1.41       1.37        1.31        1.16         1.00       1.00       1.02   
 Net investment income (loss) after                                                                                             
 expense reimbursement(4)                   %     (1.02)     (1.21)      (0.92)      (0.56)       (0.61)     (0.13)      0.08(5)
 Portfolio turnover rate                    %       188        473         217         326          286         98         32   

                                                                         CLASS Q                                                
                                                   -----------------------------------------------------                        
                                                   SIX MONTHS       YEAR       FIVE MONTHS      PERIOD                          
                                                      ENDED        ENDED          ENDED          ENDED                          
                                                    NOV. 30,       MAY 31,       MAY 31,        DEC. 31,                        
                                                      2002          2002         2001(6)        2000(2)                         
                                                      ----          ----         -------        -------                         
PER SHARE OPERATING PERFORMANCE:                                                                                                
 Net asset value, beginning of period        $       13.16         18.70          25.48          32.58                          
 Income (loss) from investment operations:                                                                                      
 Net investment loss                         $       (0.07)        (0.34)*        (0.10)         (0.15)                         
 Net realized and unrealized loss on                                                                                            
 investments                                 $       (2.13)        (5.20)         (6.68)         (5.46)                         
 Total from investment operations            $       (2.20)        (5.54)         (6.78)         (5.61)                         
 Less distributions from:                                                                                                       
 Net realized gains on investments           $          --            --             --           1.49                          
 Total distributions                         $          --            --             --           1.49                          
 Net asset value, end of period              $       10.96         13.16          18.70          25.48                          
 TOTAL RETURN(3)                             %      (16.72)       (29.63)        (26.61)        (17.55)                         

RATIOS AND SUPPLEMENTAL DATA:                                                                                                   
 Net assets, end of period (000's)           $           3            10          7,947         10,274                          
 Ratios to average net assets:                                                                                                  
 Net expenses after expense                                                                                                     
 reimbursement(4)                            %        1.64          1.62           1.56           1.41                          
 Gross expenses prior to expense                                                                                                
 reimbursement(4)                            %        1.64          1.62           1.56           1.41                          
 Net investment loss after                                                                                                      
 expense reimbursement(4)                    %       (1.29)        (1.49)         (1.17)         (0.81)                         
 Portfolio turnover rate                     %         188           473            217            326                          

----------                                                                      
(1)  Class I commenced offering of shares on March 31, 1997.                    
(2)  Class Q commenced offering of shares on June 1, 2000.                      
(3)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(4)  Annualized for periods less than one year.                                 
(5)  Expenses calculated net of taxes and advisor reimbursement.                
(6)  The Fund changed its fiscal year end to May 31.                            
*    Per share data calculated using weighted average number of shares          
outstanding throughout the period.                                    

See Accompanying Notes to Financial Statements

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ING LARGECAP GROWTH FUND (UNAUDITED)                        FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                                      CLASS I                                       
                                                                              -----------------------                               
                                                                              SIX MONTHS      PERIOD                                
                                                                                 ENDED         ENDED                                
                                                                               NOV. 30,       MAY 31,                               
                                                                                 2002         2002(7)                               
                                                                                 ----         -------                               
                                                                                                                                    
PER SHARE OPERATING PERFORMANCE:                                                                                                    
 Net asset value, beginning of period                                 $         16.93          21.04                                
 Income (loss) from investment operations:                                                                                          
 Net investment loss                                                  $         (0.03)         (0.02)                               
 Net realized and unrealized loss on investments                      $         (2.62)         (4.09)                               
 Total from investment operations                                     $         (2.65)         (4.11)                               
 Net asset value, end of period                                       $         14.28          16.93                                
 TOTAL RETURN(3):                                                     %        (15.65)        (19.53)                               

RATIOS AND SUPPLEMENTAL DATA:                                                                                                       
 Net assets, end of period (000's)                                    $        20,290         26,106                                
 Ratios to average net assets:                                                                                                      
 Net expenses after expense reimbursement/(recoupment)(4)(5)          %          1.04           0.96                                
 Gross expenses prior to expense reimbursement/(recoupment)(4)        %          1.29           0.96                                
 Net investment loss after expense reimbursement/(recoupment)(4)(5)   %         (0.35)         (0.43)                               
 Portfolio turnover rate                                              %           188            536                                

                                                                                      CLASS Q                                       
                                                 ---------------------------------------------------------------------------------- 
                                                   SIX                    ELEVEN                   THREE                            
                                                 MONTHS        YEAR       MONTHS         YEAR      MONTHS        YEAR      PERIOD   
                                                  ENDED       ENDED       ENDED         ENDED       ENDED        ENDED      ENDED   
                                                 NOV. 30,     MAY 31,     MAY 31,      JUNE 30,    JUNE 30,     MARCH 31,  MARCH 31,
                                                   2002        2002       2001(6)        2000       1999(2)       1999      1998(1) 
                                                   ----        ----       -------        ----       -------       ----      ------- 
PER SHARE OPERATING PERFORMANCE:                                                                                                    
 Net asset value, beginning of period       $     16.92       24.81        43.71        28.43        25.24       15.66       12.50  
 Income (loss) from investment operations:                                                                                          
 Net investment loss                        $     (0.05)      (0.44)       (0.17)       (0.20)       (0.03)      (0.02)      (0.01) 
 Net realized and unrealized gain                                                                                                   
 (loss) on investments                      $     (2.61)      (7.44)      (18.26)       15.86         3.22        9.87        3.26  
 Total from investment operations           $     (2.66)      (7.88)      (18.43)       15.66         3.19        9.85        3.25  
 Less distributions from:                                                                                                           
 Net investment income                      $        --        0.01           --           --           --          --        0.01  
 Net realized gains on investments          $        --          --         0.47         0.38           --        0.27        0.08  
 Total distributions                        $        --        0.01         0.47         0.38           --        0.27        0.09  
 Net asset value, end of period             $     14.26       16.92        24.81        43.71        28.43       25.24       15.66  
 TOTAL RETURN(3):                           %    (15.72)     (31.77)      (42.50)       55.57        12.64       63.76       62.47  

RATIOS AND SUPPLEMENTAL DATA:                                                                                                       
 Net assets, end of period (000's)          $     9,630      16,840       12,534       24,838        6,044       4,908         799  
 Ratios to average net assets:                                                                                                      
 Net expenses after expense                                                                                                         
 reimbursement/(recoupment)(4)(5)           %      1.28        1.21         1.19         1.26         1.23        1.26        1.25  
 Gross expenses prior to expense                                                                                                    
 reimbursement/(recoupment)(4)              %      1.53        1.21         1.19         1.26         1.25        1.91       10.45  
 Net investment loss after expense                                                                                                  
 reimbursement/(recoupment)(4)(5)           %     (0.59)      (0.76)       (0.50)       (0.77)       (0.36)      (0.28)      (0.62) 
 Portfolio turnover rate                    %       188         536          331          139           27         253         306  

----------                                                                      
(1)  The Fund commenced operations on July 21, 1997.                            
(2)  Effective May 24, 1999, ING Investments, LLC became the Investment Manager 
of the Fund, concurrently Nicholas-Applegate Capital Management was   
appointed as sub-advisor and the Fund changed its year end to June 30.
(3)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(4)  Annualized for periods less than one year.                                 
(5)  The Investment Manager has agreed to limit expenses excluding interest,    
taxes, brokerage and extraordinary expenses, subject to possible      
reimbursement to ING Investments, LLC within three years.             
(6)  The Fund changed its fiscal year end to May 31.                            
(7)  Class I commenced offering of shares on January 8, 2002.                   

See Accompanying Notes to Financial Statements

51

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ING MIDCAP OPPORTUNITIES FUND (UNAUDITED)                   FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                                CLASS I                                  
                                               --------------------------------------------------------------------------
                                               SIX MONTHS      YEAR      FIVE MONTHS               YEAR ENDED            
                                                  ENDED       ENDED         ENDED                 DECEMBER 31,           
                                                 NOV. 30,     MAY 31,      MAY 31,        -------------------------------
                                                   2002        2002        2001(6)        2000         1999       1998(1)
                                                   ----        ----        -------        ----         ----       -------
                                                                                                                         
PER SHARE OPERATING PERFORMANCE:                                                                                         
 Net asset value, beginning of period       $     11.29       14.73         19.26        21.34        12.99        10.00 
 Income (loss) from investment operations:                                                                               
 Net investment loss                        $     (0.07)      (0.11)*       (0.06)       (0.13)       (0.15)       (0.02)
 Net realized and unrealized gain (loss)                                                                                 
 on investments                             $     (1.31)      (3.33)        (4.47)        0.23        12.09         3.01 
 Total from investment operations           $     (1.38)      (3.44)        (4.53)        0.10        11.94         2.99 
 Less distributions from:                                                                                                
 Net realized gains on investments          $        --          --            --         2.18         3.59           -- 
 Total distributions                        $        --          --            --         2.18         3.59           -- 
 Net asset value, end of period             $      9.91       11.29         14.73        19.26        21.34        12.99 
 TOTAL RETURN(3):                           %    (12.22)     (23.35)       (23.52)        0.08       103.19        29.90 

RATIOS AND SUPPLEMENTAL DATA:                                                                                            
 Net assets, end of period (000's)          $     9,149      39,874        52,007       68,006       67,954       33,441 
 Ratios to average net assets:                                                                                           
 Net expenses after expense                                                                                              
 reimbursement(4)(5)                        %      1.04        1.26          1.52         1.36         1.41         1.50 
 Gross expenses prior to expense                                                                                         
 reimbursement(4)                           %      1.43        1.50          1.52         1.36         1.41         2.01 
 Net investment loss after expense                                                                                       
 reimbursement(4)(5)                        %     (0.60)      (0.95)        (0.97)       (0.66)       (1.04)       (0.70)
 Portfolio turnover rate                    %       155         399           182          188          201           61 

                                                                   CLASS Q                                               
                                                ------------------------------------------------                         
                                                SIX MONTHS     YEAR      FIVE MONTHS    PERIOD                           
                                                  ENDED       ENDED         ENDED        ENDED                           
                                                 NOV. 30,     MAY 31,      MAY 31,      DEC. 31,                         
                                                   2002        2002        2001(6)      2000(2)                          
                                                   ----        ----        -------      -------                          
PER SHARE OPERATING PERFORMANCE:                                                                                         
 Net asset value, beginning of period       $     11.16       14.63         19.16        22.57                           
 Income (loss) from investment operations:                                                                               
 Net investment loss                        $     (0.04)      (0.17)*       (0.08)       (0.06)                          
 Net realized and unrealized loss                                                                                        
 on investments                             $     (1.34)      (3.30)        (4.45)       (1.17)                          
 Total from investment operations           $     (1.38)      (3.47)        (4.53)       (1.23)                          
 Less distributions from:                                                                                                
 Net realized gains on investments          $        --          --            --         2.18                           
 Total distributions                        $        --          --            --         2.18                           
 Net asset value, end of period             $      9.78       11.16         14.63        19.16                           
 TOTAL RETURN(3):                           %    (12.37)     (23.72)       (23.64)       (5.86)                          

RATIOS AND SUPPLEMENTAL DATA:                                                                                            
 Net assets, end of period (000's)          $     4,851       6,563         3,071        3,264                           
 Ratios to average net assets:                                                                                           
 Net expenses after expense                                                                                              
 reimbursement(4)(5)                        %      1.30        1.63          1.82         1.61                           
 Gross expenses prior to expense                                                                                         
 reimbursement(4)                           %      1.70        1.69          1.82         1.61                           
 Net investment loss after expense                                                                                       
 reimbursement(4)(5)                        %     (0.86)      (1.35)        (1.28)       (0.91)                          
 Portfolio turnover rate                    %       155         399           182          188                           

----------                                                                      
(1)  Fund commenced operations on August 20, 1998.                              
(2)  Class Q commenced offering of shares on April 4, 2000                      
(3)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(4)  Annualized for periods less than one year.                                 
(5)  The Investment Manager has agreed to limit expenses excluding interest,    
taxes, brokerage and extraordinary expenses, subject to possible      
reimbursement to ING Investments, LLC with three years.               
(6)  The Fund changed its fiscal year end to May 31.                            
*    Per share data calculated using weighted average number of shares          
outstanding throughout the period.                                    

See Accompanying Notes to Financial Statements

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ING SMALLCAP OPPORTUNITIES FUND (UNAUDITED)                 FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                              CLASS I                               
                                                ------------------------------------------------------------------- 
                                                SIX MONTHS        YEAR       FIVE MONTHS                            
                                                  ENDED          ENDED           ENDED      YEAR ENDED DECEMBER 31, 
                                                 NOV. 30,        MAY 31,        MAY 31,     ----------------------- 
                                                   2002           2002          2001(6)        2000       1999(1)   
                                                   ----           ----          -------        ----       -------   
                                                                                                                    
PER SHARE OPERATING PERFORMANCE:                                                                                    
 Net asset value, beginning of period       $     24.07          39.02           47.47        59.54        31.78    
 Income (loss) from investment operations:                                                                          
 Net investment loss                        $     (0.10)         (0.36)**        (0.14)       (1.00)       (0.08)   
 Net realized and unrealized gain (loss)                                                                            
 on investments                             $     (5.05)        (13.60)          (8.31)       (2.17)       35.40    
 Total from investment operations           $     (5.15)        (13.96)          (8.45)       (3.17)       35.32    
 Less distributions from:                                                                                           
 Net realized gains on investments          $        --           0.99              --         8.90         7.56    
 Total distributions                        $        --           0.99              --         8.90         7.56    
 Net asset value, end of period             $     18.92          24.07           39.02        47.47        59.54    
 TOTAL RETURN(3)                            %    (21.40)        (36.17)         (17.80)       (5.21)      126.05    

RATIOS AND SUPPLEMENTAL DATA:                                                                                       
 Net assets, end of period (000's)          $     7,678         10,700              --*          --*          --*   
 Ratios to average net assets:                                                                                      
 Net expenses after expense                                                                                         
 reimbursement(4)                           %      1.43           1.41            1.31         1.15         0.47(5) 
 Gross expenses prior to expense                                                                                    
 reimbursement(4)                           %      1.43           1.41            1.31         1.15         0.47    
 Net investment loss after expense                                                                                  
 reimbursement(4)                           %     (1.04)         (1.34)          (1.03)       (0.75)       (0.35)(5)
 Portfolio turnover rate                    %       173            423             104          134          223    

                                                                      CLASS Q                                       
                                               -----------------------------------------------------                
                                               SIX MONTHS         YEAR        FIVE MONTHS    PERIOD                 
                                                  ENDED          ENDED           ENDED        ENDED                 
                                                 NOV. 30,        MAY 31,        MAY 31,      DEC. 31,               
                                                   2002           2002          2001(6)      2000(2)                
                                                   ----           ----          -------      -------                
PER SHARE OPERATING PERFORMANCE:                                                                                    
 Net asset value, beginning of period       $     24.07          38.81           47.20        60.86                 
 Income (loss) from investment operations:                                                                          
 Net investment loss                        $     (0.17)         (0.51)**        (0.20)       (0.27)                
 Net realized and unrealized loss on                                                                                
 investments                                $     (5.01)        (13.24)          (8.19)       (4.49)                
 Total from investment operations           $     (5.18)        (13.75)          (8.39)       (4.76)                
 Less distributions from:                                                                                           
 Net realized gains on investments          $        --           0.99              --         8.90                 
 Total distributions                        $        --           0.99              --         8.90                 
 Net asset value, end of period             $     18.89          24.07           38.81        47.20                 
 TOTAL RETURN(3)                            %    (21.52)        (35.83)         (17.78)       (8.29)                

RATIOS AND SUPPLEMENTAL DATA:                                                                                       
 Net assets, end of period (000's)          $     1,569          3,651           2,832        2,545                 
 Ratios to average net assets:                                                                                      
 Net expenses after expense                                                                                         
 reimbursement(4)                           %      1.70           1.66            1.56         1.40                 
 Gross expenses prior to expense                                                                                    
 reimbursement(4)                           %      1.70           1.66            1.56         1.40                 
 Net investment loss after expense                                                                                  
 reimbursement(4)                           %     (1.36)         (1.62)          (1.28)       (1.10)                
 Portfolio turnover rate                    %       173            423             104          134                 

----------                                                                      
(1)  Class I commenced offering of shares on April 1, 1999.                     
(2)  Class Q commenced offering of shares on April 4, 2000.                     
(3)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(4)  Annualized for periods less than one year.                                 
(5)  Expenses calculated net of taxes and advisor reimbursement.                
(6)  The Fund changed its fiscal year end to May 31.                            
*    Amount represents less than $1,000.                                        
**   Per share data calculated using weighted average number of shares          
outstanding throughout the period.                                    

See Accompanying Notes to Financial Statements

53

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ING RESEARCH ENHANCED INDEX FUND (UNAUDITED)                FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                                 CLASS I                            
                                                      ------------------------------------------------------------- 
                                                      SIX MONTHS       YEAR    SEVEN MONTHS                PERIOD   
                                                         ENDED        ENDED        ENDED      YEAR ENDED    ENDED   
                                                        NOV. 30,      MAY 31,     MAY 31,      OCT. 31,    OCT. 31, 
                                                          2002         2002       2001(5)        2000      1999(1)  
                                                          ----         ----       -------        ----      -------  
                                                                                                                    
PER SHARE OPERATING PERFORMANCE:                                                                                    
 Net asset value, beginning of period              $      8.52         9.94        11.25        11.17       10.00   
 Income (loss) from investment operations:                                                                          
 Net investment income                             $      0.02         0.04         0.02         0.04        0.06   
 Net realized and unrealized gain (loss) on                                                                         
 investments                                       $     (1.02)       (1.46)       (1.33)        0.19        1.11   
 Total from investment operations                  $     (1.00)       (1.42)       (1.31)        0.23        1.17   
 Less distributions from:                                                                                           
 Net realized gains on investments                 $        --           --           --         0.15          --   
 Total distributions                               $        --           --           --         0.15          --   
 Net asset value, end of period                    $      7.52         8.52         9.94        11.25       11.17   
 TOTAL RETURN(2)                                   %    (11.74)      (14.28)      (11.64)        2.00       11.70   

RATIOS AND SUPPLEMENTAL DATA:                                                                                       
 Net assets, end of period (000's)                 $    19,045       21,578       25,172       28,473      27,927   
 Ratios to average net assets:                                                                                      
 Net expenses after expense reimbursement(3)       %      1.16         1.00         1.04         1.07        0.98(4)
 Gross expenses prior to expense reimbursement(3)  %      1.16         1.00         1.04         1.07        1.23   
 Net investment income after expense                                                                                
 reimbursement(3)                                  %      0.61         0.46         0.27         0.34        0.62(4)
 Portfolio turnover rate                           %        51          149           26           57          26   

----------                                                                      
(1)  The Fund commenced operations on December 30, 1998.                        
(2)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(3)  Annualized for periods less than one year.                                 
(4)  Expenses calculated net of taxes and advisor reimbursement.                
(5)  The Fund changed its fiscal year end to May 31.                            

See Accompanying Notes to Financial Statements

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ING LARGE COMPANY VALUE FUND (UNAUDITED)                    FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                                [Download Table]

                                                                    CLASS Q       
                                                            ----------------------
                                                            SIX MONTHS     PERIOD 
                                                              ENDED         ENDED 
                                                             NOV. 30,      MAY 31,
                                                               2002        2002(1)
                                                               ----        -------
                                                                                  
PER SHARE OPERATING PERFORMANCE:                                                  
 Net asset value, beginning of period                    $    14.62         14.53 
 Income from investment operations:                                               
 Net investment income                                   $     0.08          0.07 
 Net realized and unrealized gain (loss) on investments  $    (2.54)         0.35 
 Total from investment operations                        $    (2.46)         0.42 
 Less distributions from:                                                         
 Net investment income                                   $     0.04            -- 
 Net realized gain on investments                        $       --          0.29 
 Tax return of capital                                   $       --          0.04 
 Total distributions                                     $     0.04          0.33 
 Net asset value, end of period                          $    12.12         14.62 
 TOTAL RETURN(2):                                        %   (16.80)         2.80 

RATIOS AND SUPPLEMENTAL DATA:                                                     
 Net assets, end of period (000's)                       $       14            20 
 Ratios to average net assets:                                                    
 Expenses(3)                                             %     1.37          1.16 
 Net investment income(3)                                %     0.87          0.67 
 Portfolio turnover rate                                 %       22            88 

----------                                                                      
(1)  Class Q commenced offering of shares on October 4, 2001.                   
(2)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(3)  Annualized for periods less than one year.                                 

See Accompanying Notes to Financial Statements

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ING MAGNACAP FUND (UNAUDITED)                               FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                    CLASS Q                        
                                               ----------------------------------------------------
                                               SIX MONTHS       YEAR     ELEVEN MONTHS     PERIOD  
                                                 ENDED         ENDED         ENDED          ENDED  
                                                NOV. 30,       MAY 31,      MAY 31,        JUNE 30,
                                                  2002          2002        2001(4)        2000(1) 
                                                  ----          ----        -------        ------- 
                                                                                                   
PER SHARE OPERATING PERFORMANCE:                                                                   
 Net asset value, beginning of period       $    10.11         13.55         15.84          16.26  
 Income (loss) from investment operations:                                                         
 Net investment income                      $     0.04          0.09          0.07           0.05  
 Net realized and unrealized loss                                                                  
 on investments                             $    (1.54)        (1.52)        (0.38)         (0.47) 
 Total from investment operations           $    (1.50)        (1.43)        (0.31)         (0.42) 
 Less distributions from:                                                                          
 Net investment income                      $     0.05          0.11          0.10             --  
 Net realized gains on investments          $       --          1.90          1.88             --  
 Total distributions                        $     0.05          2.01          1.98             --  
 Net asset value, end of period             $     8.56         10.11         13.55          15.84  
 TOTAL RETURN(2):                           %   (14.86)       (10.75)        (2.60)         (2.58) 

RATIOS AND SUPPLEMENTAL DATA:                                                                      
 Net assets, end of period (000's)          $    7,214         8,495        11,184          9,928  
 Ratios to average net assets:                                                                     
 Expenses(3)                                %     1.29          1.12          1.11           1.24  
 Net investment income(3)                   %     0.92          0.81          0.53           0.46  
 Portfolio turnover rate                    %       28            75            92             26  

----------                                                                      
(1)  Class Q commenced offering of shares on November 19, 1999.                 
(2)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(3)  Annualized for periods less than one year.                                 
(4)  The Fund changed its fiscal year end to May 31.                            

See Accompanying Notes to Financial Statements

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ING MIDCAP VALUE FUND (UNAUDITED)                           FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                   CLASS I                 CLASS Q       
                                                             ---------------------  ---------------------
                                                             SIX MONTHS    PERIOD   SIX MONTHS    PERIOD 
                                                               ENDED        ENDED     ENDED        ENDED 
                                                              NOV. 30,     MAY 31,   NOV. 30,     MAY 31,
                                                                2002       2002(1)     2002       2002(2)
                                                                ----       -------     ----       -------
                                                                                                         
PER SHARE OPERATING PERFORMANCE:                                                                         
 Net asset value, beginning of period                     $    10.30        10.20     10.28        10.52 
 Income (loss) from investment operations:                                                               
 Net investment income (loss)                             $    (0.01)        0.01      0.00*        0.00*
 Net realized and unrealized gain (loss) on investments   $    (2.66)        0.09     (2.67)       (0.24)
 Total from investment operations                         $    (2.67)        0.10     (2.67)       (0.24)
 Less distributions from:                                                                                
 Net investment income                                    $     0.07           --      0.06           -- 
 Net realized gains on investments                        $     0.11           --      0.11           -- 
 Total distributions                                      $     0.18           --      0.17           -- 
 Net asset value, end of period                           $     7.45        10.30      7.44        10.28 
 TOTAL RETURN(3):                                         %   (25.72)        0.98    (25.79)       (2.28)

RATIOS AND SUPPLEMENTAL DATA:                                                                            
 Net assets, end of period (000's)                        $      163           71        13           11 
 Ratios to average net assets:                                                                           
 Net expenses after reimbursement (4)(5)                  %     1.38         1.24      1.55         1.52 
 Gross expenses prior to expense reimbursement(4)         %     1.93         2.60      2.12         2.28 
 Net investment income after expense reimbursement(4)(5)  %     0.31         0.38      0.07         0.43 
 Portfolio turnover rate                                  %       44           13        44           13 

----------                                                                      
(1)  Class I commenced offering of shares on March 4, 2002.                     
(2)  Class Q commenced offering of shares on April 17, 2002.                    
(3)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not anualized.                                            
(4)  Annualized for periods less than one year.                                 
(5)  The Investment Manager has agreed to limit expenses, excluding interest,   
taxes, brokerage and extraordinary expenses subject to possible       
reimbursement to ING Investments, LLC within three years.             
*    Amount represents less than $0.01 per share.                               

See Accompanying Notes to Financial Statements

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ING SMALLCAP VALUE FUND (UNAUDITED)                         FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                   CLASS I                CLASS Q       
                                                            ---------------------  ---------------------
                                                            SIX MONTHS    PERIOD   SIX MONTHS    PERIOD 
                                                              ENDED        ENDED     ENDED        ENDED 
                                                             NOV. 30,     MAY 31,   NOV. 30,     MAY 31,
                                                               2002       2002(1)     2002       2002(2)
                                                               ----       -------     ----       -------
                                                                                                        
PER SHARE OPERATING PERFORMANCE:                                                                        
 Net asset value, beginning of period                    $    10.63        10.32     10.63        11.01 
 Income (loss) from investment operations:                                                              
 Net investment income (loss)                            $    (0.14)        0.00*     0.28         0.00*
 Net realized and unrealized gain (loss) on investments  $    (1.11)        0.31     (1.43)       (0.38)
 Total from investment operations                        $    (1.25)        0.31     (1.15)       (0.38)
 Less distributions from:                                                                               
 Net realized gains on investments                       $     0.09           --      0.09           -- 
 Total distributions                                     $     0.09           --      0.09           -- 
 Net asset value, end of period                          $     9.29        10.63      9.39        10.63 
 TOTAL RETURN(3):                                        %   (10.93)        3.00    (10.80)       (3.45)

RATIOS AND SUPPLEMENTAL DATA:                                                                           
 Net assets, end of period (000's)                       $      278           26         1            8 
 Ratios to average net assets:                                                                          
 Net expenses after reimbursement (4)(5)                 %     1.34         1.23      1.26         1.42 
 Gross expenses prior to expense reimbursement(4)        %     1.93         2.78      1.83         2.42 
 Net investment income (loss) after expense                                                             
 reimbursement(4)(5)                                     %    (0.12)        0.17     (0.19)        0.00 
 Portfolio turnover rate                                 %       44           12        44           12 

----------                                                                      
(1)  Class I commenced offering of shares on March 7, 2002.                     
(2)  Class Q commenced offering of shares on April 30, 2002.                    
(3)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not anualized.                                            
(4)  Annualized for periods less than one year.                                 
(5)  The Investment Manager has agreed to limit expenses, excluding interest,   
taxes, brokerage and extraordinary expenses subject to possible       
reimbursement to ING Investments, LLC within three years.             
*    Amount represents less than $0.01 per share.                               

See Accompanying Notes to Financial Statements

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ING CONVERTIBLE FUND (UNAUDITED)                            FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                                   CLASS Q                                      
                                               ---------------------------------------------------------------------------------
                                                 SIX                   ELEVEN                   THREE                           
                                               MONTHS        YEAR      MONTHS        YEAR       MONTHS                          
                                                ENDED       ENDED       ENDED        ENDED       ENDED      YEAR ENDED MARCH 31,
                                               NOV. 30,     MAY 31,    MAY 31,      JUNE 30,    JUNE 30,    --------------------
                                                 2002        2002      2001(5)        2000      1999(1)       1999       1998   
                                                 ----        ----      -------        ----      -------       ----       ----   
                                                                                                                                
PER SHARE OPERATING PERFORMANCE:                                                                                                
 Net asset value, beginning of period       $   14.91       17.37       26.85        22.51       21.22       18.47      15.19   
 Income (loss) from investment operations:                                                                                      
 Net investment income                      $    0.19        0.36        0.59         0.44        0.09        0.43       0.48   
 Net realized and unrealized gain (loss)                                                                                        
 on investments                             $   (0.53)      (2.28)      (4.84)        7.82        1.31        3.09       4.19   
 Total from investment operations           $   (0.34)      (1.92)      (4.25)        8.26        1.40        3.52       4.67   
 Less distributions from:                                                                                                       
 Net investment income                      $    0.14        0.45        0.53         0.35        0.11        0.46       0.48   
 Net realized gains on investments          $      --        0.09        4.70         3.57          --        0.31       0.91   
 Total distributions                        $    0.14        0.54        5.23         3.92        0.11        0.77       1.39   
 Net asset value, end of period             $   14.43       14.91       17.37        26.85       22.51       21.22      18.47   
 TOTAL RETURN(2):                           %   (2.28)     (11.12)     (17.50)       40.36        6.62       19.66      31.54   

RATIOS AND SUPPLEMENTAL DATA:                                                                                                   
 Net assets, end of period (000's)          $   4,927       8,626      29,629       56,165      17,537       8,741      7,080   
 Ratios to average net assets:                                                                                                  
 Net expenses after expense                                                                                                     
 reimbursement/(recoupment)(3)(4)           %    1.36        1.19        1.15         1.25        1.23        1.23       1.22   
 Gross expenses prior to expense                                                                                                
 reimbursement/(recoupment)(3)              %    1.36        1.19        1.14         1.25        1.23        1.35       2.35   
 Net investment income after expense                                                                                            
 reimbursement/(recoupment)(3)(4)           %    2.79        2.23        2.47         1.88        2.04        2.37       5.99   
 Portfolio turnover rate                    %      31         100         145          129          28         138        160   

----------                                                                      
(1)  Effective May 24, 1999, ING Investments, LLC became the Investment Manager 
of the Fund, concurrently Nicholas-Applegate Capital Management was   
appointed as sub-advisor and the Fund changed its year end to June 30.
(2)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(3)  Annualized for periods less than one year.                                 
(4)  The Investment Manager has agreed to limit expenses, excluding, interest,  
taxes, brokerage and extraordinary expenses, subject to possible      
reimbursement to ING Investments, LLC within three years.             
(5)  The Fund changed its fiscal year end to May 31.                            

See Accompanying Notes to Financial Statements

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ING EQUITY AND BOND FUND (UNAUDITED)                        FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                   CLASS Q                                   
                                               ------------------------------------------------------------------------------
                                                 SIX                   ELEVEN                  THREE                         
                                               MONTHS        YEAR      MONTHS        YEAR      MONTHS                        
                                                ENDED       ENDED       ENDED       ENDED      ENDED     YEAR ENDED MARCH 31,
                                               NOV. 30,     MAY 31,    MAY 31,     JUNE 30,   JUNE 30,   --------------------
                                                 2002        2002      2001(5)       2000      1999(1)      1999       1998  
                                                 ----        ----      -------       ----      -------      ----       ----  
                                                                                                                             
PER SHARE OPERATING PERFORMANCE:                                                                                             
 Net asset value, beginning of period       $   11.98       13.23       14.94       19.04       18.85      18.48      13.42  
 Income (loss) from investment operations:                                                                                   
 Net investment income                      $    0.15        0.42        0.44        0.54        0.11       0.44       0.30  
 Net realized and unrealized gain (loss)                                                                                     
 on investments                             $   (0.98)      (1.15)      (0.54)      (0.57)       0.16       2.50       5.07  
 Total from investment operations           $   (0.83)      (0.73)      (0.10)      (0.03)       0.27       2.94       5.37  
 Less distributions from:                                                                                                    
 Net investment income                      $    0.11        0.47        0.47        0.40        0.08       0.50       0.31  
 Net realized gains on investments          $      --        0.05        1.14        3.67          --       2.07         --  
 Total distributions                        $    0.11        0.52        1.61        4.07        0.08       2.57       0.31  
 Net asset value, end of period             $   11.04       11.98       13.23       14.94       19.04      18.85      18.48  
 TOTAL RETURN(2):                           %   (6.91)      (5.53)      (0.70)      (0.60)       1.44      17.49      40.21  

RATIOS AND SUPPLEMENTAL DATA:                                                                                                
 Net assets, end of period (000's)          $     184         191         373         230         190        176        166  
 Ratios to average net assets:                                                                                               
 Net expenses after expense                                                                                                  
 reimbursement(3)(4)                        %    1.50        1.40        1.25        1.30        1.25       1.25       1.26  
 Gross expenses prior to expense                                                                                             
 reimbursement(3)                           %    1.55        1.40        1.46        1.51        1.51       1.63      11.28  
 Net investment income after expense                                                                                         
 reimbursement(3)(4)                        %    2.76        3.31        3.61        3.36        2.30       2.41       4.09  
 Portfolio turnover rate                    %      95         145          76         173          63        165        260  

----------                                                                      
(1)  Effective May 24, 1999, ING Investments, LLC became the Investment Manager 
of the Fund; concurrently, Nicholas-Applegate Capital Management was  
appointed as sub-advisor and the Fund changed its year end to June 30.
(2)  Total return is calculated assuming reinvestment of all dividends and      
   capital gain distributions at net asset value. Total return for less than
one year is not annualized.                                           
(3)  Annualized for periods less than one year.                                 
(4)  The Investment Manager has agreed to limit expenses, excluding, interest,  
taxes, brokerage and extraordinary expenses, subject to possible      
reimbursement to ING Investments, LLC within three years.             
(5)  The Fund changed its fiscal year end to May 31.                            

See Accompanying Notes to Financial Statements

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ING REAL ESTATE FUND (UNAUDITED)                            FINANCIAL HIGHLIGHTS
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Selected data for a share of beneficial interest outstanding throughout each    
period.                                                                         

                                                        [Enlarge/Download Table]

                                                                          CLASS I                                  
                                          ------------------------------------------------------------------------ 
                                            PERIOD                                                                 
                                             ENDED                         YEAR ENDED OCTOBER 31,                  
                                          NOV. 30,(1)     -------------------------------------------------------- 
                                             2002         2002         2001         2000         1999         1998 
                                             ----         ----         ----         ----         ----         ---- 
                                                                                                                   
PER SHARE OPERATING PERFORMANCE:                                                                                   
 Net asset value, beginning of period  $     9.98         9.77         9.57         8.24         9.10        11.49 
 Income from investment operations:                                                                                
 Net investment income                 $     0.04         0.74         0.50         0.69         0.49         0.35 
 Net realized and unrealized gain                                                                                  
 (loss) on investments                 $     0.37         0.09         0.27         1.21        (0.80)       (1.85)
 Total from investment operations      $     0.41         0.83         0.77         1.90        (0.31)       (1.50)
 Less distributions from:                                                                                          
 Net investment income                 $       --        (0.62)       (0.57)       (0.57)       (0.55)       (0.40)
 Capital Gains                                 --           --           --           --           --        (0.49)
 Total distributions                   $       --        90.62)       (0.57)       (0.57)       (0.55)       (0.89)
 Net asset value, end of period        $    10.39         9.98         9.77         9.57         8.24         9.10 
 TOTAL RETURN(2)                       %     4.11         8.06         7.88        23.78        (3.70)      (14.16)

RATIOS/SUPPLEMENTAL DATA:                                                                                          
 Net assets, end of period ($000)      $  103,585       97,331       76,188       64,447       55,968       55,617 
 Ratio to average net assets:                                                                                      
 Net expenses after expense                                                                                        
 reimbursement(3)(4)                   %     1.07         0.98         1.00         1.00         1.00         1.00 
 Gross expenses prior to expense                                                                                   
 reimbursement(3)                      %     1.21         0.98         1.03         1.05         1.11         1.17 
 Net investment income after                                                                                       
 expense reimbursement(3)(4)           %     6.22         4.49         4.84         5.71         5.37         3.29 
 Portfolio turnover rate               %        7          106           77           93           67           74 

----------                                                                      
(1)  The Fund changed its fiscal year to May 31.                                
(2)  Total return is calculated assuming reinvestment of dividends and capital  
    gain distributions at net asset value and excluding the deduction of sales
charges. Total return for less than one year is not annualized.       
(3)  Annualized for periods less than one year.                                 
(4)  The Investment Manager has agreed to limit expenses, excluding interest,   
taxes, brokerage and extraordinary expenses subject to possible       
reimbursement to ING Investments, LLC within three years.             

See Accompanying Notes to Financial Statements

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NOTES TO FINANCIAL STATEMENTS as of November 30, 2002 (Unaudited) 
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NOTE 1 -- ORGANIZATION                                                          

ORGANIZATION. The ING Funds are comprised of ING Equity Trust ("IET"), ING      
Investment Funds, Inc. ("IIF") and ING Mayflower Trust ("IMT"), all of which are
open-end investment management companies registered under the Investment Company
Act of 1940, as amended.                                                        

IET is a Massachusetts business trust organized in 1998 with nineteen separate  
series (Portfolios). Eleven of the Portfolios in this report are: ING Growth    
Opportunities Fund ("Growth Opportunities"), ING LargeCap Growth Fund ("LargeCap
Growth"), ING MidCap Opportunities Fund ("MidCap Opportunities"), ING SmallCap  
Opportunities Fund ("SmallCap Opportunities"), ING Research Enhanced Index Fund 
("Research Enhanced Index"), ING Large Company Value Fund ("Large Company       
Value"), ING MidCap Value Fund ("MidCap Value"), ING SmallCap Value Fund        
("SmallCap Value"), ING Convertible Fund ("Convertible"), ING Equity and Bond   
Fund ("Equity and Bond", formerly ING Equity and Income Fund) and ING Real      
Estate Fund ("Real Estate", formerly CRA Realty Shares Portfolio). IIF is a     
Maryland Corporation organized in 1969 with one Portfolio, ING MagnaCap Fund    
("MagnaCap"). IMT is a Massachusetts business trust organized in 1993 with two  
separate series (Portfolios). One of the Portfolios in this report is ING Growth
+ Value Fund ("Growth + Value"). The investment objective of each Fund is       
described in each Fund's prospectus.                                            

Each Fund offers at least two of the following classes of shares: Class A, Class
B, Class C, Class I, Class M, Class Q and Class T. The separate classes of      
shares differ principally in the applicable sales charges (if any), distribution
fees, shareholder servicing fees and transfer agency fees. Shareholders of each 
class also bear certain expenses that pertain to that particular class. All     
shareholders bear the common expenses of the Fund and earn income from the      
portfolio pro rata based on the average daily net assets of each class, without 
distinction between share classes. Dividends are determined separately for each 
class based on income and expenses allocable to each class. Realized gains are  
allocated to each class pro rata based on the net assets of each class on the   
date of distribution. No class preferential dividend rights exist. Differences  
in per share dividend rates generally results from the relative weighting of pro
rata income and realized gain allocations and from differences in separate class
expenses, including distribution, and shareholder servicing fees. Class B       
shares, along with their pro rata reinvested dividend shares, automatically     
convert to Class A shares approximately eight years after purchase.             

REORGANIZATION. On December 17, 2001, the Boards of Directors/Trustees of each  
of various ING Funds approved plans of reorganization which were intended to    
decrease the number of corporate entities under which the ING Funds are         
organized (the "Reorganization") and to align the open-end funds with similar   
open-end funds that share the same prospectus. The Reorganization only resulted 
in a change in corporate form of some of the ING Funds, with no change in the   
substance or investment aspects of the ING Funds. The Reorganization was        
consummated to align the ING Funds' corporate structures and expedite the Funds'
required filings with the Securities and Exchange Commission. Shareholders of   
Growth + Value and MagnaCap did not approve the Reorganization; therefore those 
Funds are remain part of ING Mayflower Trust and ING Investment Funds, Inc.,    
respectively.                                                                   

As a result of the Reorganization, the following ING Funds reorganized into     
series of ING Equity Trust: Convertible, Equity and Bond, Growth Opportunities, 
LargeCap Growth, Large Company Value Fund, Research Enhanced Index and SmallCap 
Opportunities (collectively, the "Reorganizing Funds"). In this regard, the     
Board approved the creation of a new series of ING Equity Trust to serve as     
"shells" (the "Shell Funds") into which the Reorganized Funds were reorganized. 
The plans of reorganization provided for, among other things, the transfer of   
the assets and liabilities of the Reorganizing Funds to the Shell Funds. Prior  
to September 23, 2002, the effective date of the Reorganization, the Shell Funds
had only nominal assets. For accounting purposes, each Reorganizing Fund is     
considered the surviving entity, and the financial statements shown for periods 
prior to September 23, 2002 are the financial statements of the Reorganized     
Fund. MidCap Opportunities, MidCap Value Fund and SmallCap Value were originally
organized as series of ING Equity Trust, and were not involved in the           
Reorganization.                                                                 

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Prior to the Reorganization, Convertible, Equity and Bond, and LargeCap Growth  
were series of ING Mutual Funds ("IMF"). IMF is a Delaware business trust       
registered as an open-end management investment company organized in 1992.      

Prior to the Reorganization, Growth Opportunities was the sole series of ING    
Growth Opportunities Fund, a Massachusetts business trust registered as an      
open-end management investment company organized in 1986.                       

Prior to the Reorganization, SmallCap Opportunities was the sole series of ING  
SmallCap Opportunities Fund, a Massachusetts business trust registered as an    
open-end management investment company organized in 1986.                       

Prior to the Reorganization, Large Company Value was the sole series of ING     
Large Company Value Fund, Inc., a Maryland corporation registered as an         
open-end, diversified management investment company organized in April 1991.    

Prior to the Reorganization, Research Enhanced Index was a series of IMT. As    
discussed above, IMT is a Massachusetts business trust registered as an open-end
management investment company organized in 1993.                                

On November 4, 2002, pursuant to an Agreement and Plan of Reorganization dated  
August 20, 2002, all of the assets and liabilities of the CRA Realty Shares     
Portfolio (the "Acquired Fund") were transferred to a newly created series of   
the ING Equity Trust, the ING Real Estate Fund (the "Acquiring Fund") in        
exchange for shares of the Acquiring Fund. These shares were then distributed to
shareholders of the Acquired Fund and the Acquired Fund was terminated.         

This reorganization was accounted for as tax-free reorganization under the      
Internal Revenue Code. Accordingly, no gain or loss was recognized by the       
shareholders of the Acquired Fund upon the exchange of their Acquired Fund      
Shares for shares of the Acquiring Fund.                                        

Prior to November 4, 2002, Real Estate was organized as a series of The         
Advisors' Inner Circle Fund, a Massachusetts business trust registered as an    
open-end management investment company, established July 18, 1991.              

Effective March 1, 2002, ING Pilgrim Investments, LLC, ING Pilgrim Securities,  
Inc. and ING Pilgrim Group, LLC changed their names to ING Investments, LLC, ING
Funds Distributor, Inc. and ING Funds Services, LLC, respectively. Effective    
October 1, 2002, ING Funds Distributor, Inc. changed its name to ING Funds      
Distributor, LLC.                                                               

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES                                       

The following significant accounting policies are consistently followed by the  
Funds in the preparation of their financial statements, and such policies are in
conformity with accounting principles generally accepted in the United States of
America for investment companies.                                               

A.   SECURITY VALUATION. Investments in equity securities traded on a national  
  securities exchange or included on the NASDAQ National Market System are
     valued at the last reported sale price. Securities traded on an exchange or
NASDAQ for which there has been no sale and securities traded in the  
  over-the-counter-market are valued at the mean between the last reported
  bid and ask prices. All investments quoted in foreign currencies will be
    valued daily in U.S. dollars on the basis of the foreign currency exchange
  rates prevailing at the time such valuation is determined by each Fund's
custodian. Debt securities are valued at bid prices obtained from     
independent services or from one or more dealers making markets in the
securities. U.S. Government obligations are valued by using market    
  quotations or independent pricing services which uses prices provided by
market-makers or estimates of market values obtained from yield data  
relating to instruments or securities with similar characteristics.   
     Securities for which market quotations are not readily available are valued
at their respective fair values as determined in good faith and in    
accordance with policies set by the Board of Directors. Investments in
   securities maturing in less than 60 days from acquisition date are valued
     at amortized cost, which, when combined with accrued interest, approximates
 market value. Investments in mutual funds are valued at the closing Net
Asset Value (NAV) per share.                                          

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 delivered. Interest income is
recorded                                                              

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   on an accrual basis. Dividend income is recorded on the ex-dividend date,
   or for certain foreign securities, when the information becomes available
     to the funds. Premium amortization and discount accretion are determined by
the effective yield method.                                           

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

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

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

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

     Reported net realized foreign exchange gains or losses arise from sales and
    maturities of short-term securities, 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 the Fund's books, and
  the U.S. dollar equivalent of the amounts actually received or paid. Net
unrealized foreign exchange gains and losses arise from changes in the
 value of assets and liabilities other than investments in securities at
fiscal year end, resulting from changes in the exchange rate. Foreign 
   security and currency transactions may involve certain considerations and
 risks not typically associated with investing in U.S. companies and the
   U.S. Government. These risks include but are not limited to re-evaluation
    of currencies and future adverse political and economic developments which
    could cause securities and their markets to be less liquid and prices more
   volatile than those of comparable U.S. companies and the U.S. Government.

D.   FOREIGN CURRENCY TRANSACTIONS AND FUTURES CONTRACTS. Certain funds may     
  enter into foreign currency exchange transactions to convert to and from
    different foreign currencies and to and from the U.S. dollar in connection
   with the planned purchases or sales of securities. The Funds either enter
    into these transactions on a spot basis at the spot rate prevailing in the
    foreign currency exchange market or use forward foreign currency contracts
   to purchase or sell foreign currencies. When the contract is fulfilled or
closed, gains or losses are realized. Until then, the gain or loss is 
   included in unrealized appreciation or depreciation. Risks may arise upon
entering into forward contracts from the potential inability of       
counterparties to meet the terms of their forward contracts and from  
    unanticipated movements in the value of foreign currencies relative to the
U.S. dollar.                                                          

Each Fund may enter into futures contracts involving foreign currency,
     interest rates, securities and security indices, for hedging purposes only.
    A futures contract obligates the seller of the contract to deliver and the
     purchaser of the contract to take delivery of the type of foreign currency,
    financial instrument or security called for in the contract at a specified
  future time for a specified price. Upon entering into such a contract, a
    Fund is required to deposit and maintain as collateral such initial margin
  as required by the exchange on which the contract is traded. Pursuant to
    the contract, a Fund agrees to receive from or pay to the broker an amount
     equal to the daily fluctuations in the value of the contract. Such receipts
   or payments are known as variation margins and are recorded as unrealized
    gains or losses by the Fund. When the contract is closed, the Fund records
  a realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the               

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     time  it  was  closed. There were no open futures contracts at November 30,
2002.                                                                 

E.   DISTRIBUTIONS TO SHAREHOLDERS. The Funds record distributions to their     
shareholders on ex-date. Each Fund pays dividends, if any, as follows:

ANNUALLY                   SEMI-ANNUALLY             QUARTERLY        
--------                   -------------             ---------        
Growth + Value             MagnaCap                  Convertible      
Growth Opportunities       Large Company Value       Equity and Bond  
LargeCap Growth                                      Real Estate      
Midcap Opportunities                                                  
SmallCap Opportunities                                                
Research Enhanced Index                                               
MidCap Value                                                          
SmallCap Value                                                        

 Each Fund distributes capital gains, to the extent available, annually.

F.   FEDERAL INCOME TAXES. It is the policy of the Funds, to comply with the    
    requirements of the Internal Revenue Code that are 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, a federal income tax or excise tax provision is not required. In
  addition, by distributing during each calendar year substantially all of
     its net investment income and net realized capital gains, each Fund intends
not to be subject to any federal excise tax.                          

 The Board of Directors intends to offset any net capital gains with any
    available capital loss carryforward until each carryforward has been fully
 utilized or expires. In addition, no capital gain distribution shall be
made until the capital loss carryforward has been fully utilized or   
expires.                                                              

G.   USE OF ESTIMATES. Management of the Funds has made certain estimates and   
   assumptions relating to the reporting of assets, liabilities, income, and
expenses to prepare these financial statements in conformity with     
   accounting principles generally accepted in the United States of America.
Actual results could differ from these estimates.                     

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

I.   SECURITIES LENDING. Each Fund had the option to temporarily loan 33 1/3%   
    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, letters of credit or U.S. Government
securities.                                                           

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NOTE 3 -- INVESTMENT TRANSACTIONS                                               

For the six-month period ended November 30, 2002, the cost of purchases and     
proceeds from the sales of securities, excluding short-term securities, were as 
follows:                                                                        

                                            PURCHASES              SALES
                                               ------------         ------------
Growth + Value                                 $357,441,814         $412,910,431
Growth Opportunities                            414,715,664          451,530,335
LargeCap Growth                                 395,916,662          441,669,342
MidCap Opportunities                            320,396,391          382,300,355
SmallCap Opportunities                          614,283,494          648,414,585
Research Enhanced Index                          49,756,517           64,742,044
Large Company Value                              42,434,843           30,636,737
MagnaCap                                         71,349,633           70,233,473
MidCap Value                                     18,661,273           15,751,155
SmallCap Value                                   19,333,499           13,855,753
Convertible                                      59,396,536           79,888,142
Equity and Bond                                  88,907,538           96,174,571
Real Estate                                      11,632,766            7,168,833

NOTE 4 -- INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES                         

Each of the Funds has entered into an Investment Management Agreement with ING  
Investments, LLC. (the "Manager") a wholly-owned subsidiary of ING Groep N.V.   
The investment management agreements compensate the Manager with a fee, computed
daily and payable monthly, based on the average daily net assets of each Fund,  
at the following annual rates:                                                  

          AS A PERCENT OF AVERAGE NET ASSETS
          ----------------------------------
Growth+ Value               1.00%                                               
Growth Opportunities        0.95%                                               
LargeCap Growth             0.75% on first $500 million; 0.675% on next $500    
                  million; and 0.65% in excess of $1 billion
MidCap Opportunities        1.00%                                               
SmallCap Opportunities      1.00%                                               
Research Enhanced Index     0.70%                                               
Large Company Value         0.75% on first $100 million; 0.60% on next $50      
                         million; 0.50% on next $100 million; and 0.40% in
excess of $250 million  
MagnaCap                    1.00% on first $30 million; 0.75% on next $220      
                       million; 0.625% on next $250 million; and 0.50%
 in excess of $500 million
MidCap Value                1.00%                                               
SmallCap Value              1.00%                                               
Convertible                 0.75% on first $500 million; 0.675% on next $500    
                  million; and 0.65% in excess of $1 billion
Equity and Bond             0.75% on first $500 million; 0.675% on next $500    
                  million; and 0.65% in excess of $1 billion
Real Estate                 0.70%                                               

Navellier Fund Management, Inc. ("Navellier"), a registered investment advisor, 
serves as subadvisor to the Growth + Value Fund pursuant to a Subadvisory       
Agreement, dated July 31, 1996 and amended and restated on July 1, 1998, between
the Manager and Navellier. Aeltus Investment Management, Inc. ("Aeltus"), a     
registered investment advisor, serves as subadvisor to the Research Enhanced    
Index Fund pursuant to a Subadvisory Agreement, dated August 7, 2001, between   
the Manager and Aeltus. Prior to August 1, 2001, J.P. Morgan Investment         
Management, Inc. served as subadvisor to the Fund. Brandes Investment Partners, 
LP ("Brandes"), a registered investment advisor, serves as subadvisor to the    
MidCap Value and SmallCap Value Funds pursuant to a Subadvisory Agreement, dated
January 30, 2002, between the Manager and Brandes.                              

Clarion CRA Securities, L.P. ("CRA"), a registered investment advisor, became   
the subadvisor to the Real Estate Fund pursuant a Subadvisory Agreement, dated  
November 4, 2002, between the Manager and CRA. Prior to November 4, 2002, CRA   
served as the investment advisor to Real Estate.                                

ING Funds Services, LLC (the "Administrator" or "IFS"), serves as administrator 
to each Fund except MagnaCap. The Funds pay the Administrator a fee calculated  
at an annual rate of 0.10% of each Funds' average daily net assets.             

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MagnaCap has entered into a Service Agreement with IFS whereby IFS will act as  
Shareholder Service Agent for the Fund. The agreement provides that IFS will be 
compensated for incoming and outgoing shareholder telephone calls and letters,  
and all reasonable out-of-pocket expenses incurred in connection with the       
performance of such services. Prior to March 1, 2002, IFS acted as Shareholder  
Service Agent for LargeCap Growth, Convertible and Equity and Income.           

Growth + Value, Growth Opportunities, MidCap Opportunities, SmallCap            
Opportunities and Research Enhanced Index also pay IFS an annual shareholder    
account servicing fee of $5.00, payable semi-annually, for each account of      
beneficial owners of shares.                                                    

NOTE 5 -- DISTRIBUTION AND SERVICE FEES                                         

Each share class of the Funds (except as noted below) has adopted a Plan        
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans"), whereby ING Funds
Distributor, LLC (the "Distributor") is reimbursed or compensated (depending on 
the class of shares) by the Funds for expenses incurred in the distribution of  
each Fund's shares ("Distribution Fees"). Pursuant to the 12b-1 Plans, the      
Distributor is entitled to a payment each month to reimburse or compensate      
expenses incurred in the distribution and promotion of each Fund's shares,      
including expenses incurred in printing prospectuses and reports used for sales 
purposes, expenses incurred in preparing and printing sales literature and other
such distribution related expenses, including any distribution or shareholder   
servicing fees ("Service Fees") paid to securities dealers who have executed a  
distribution agreement with the Distributor. Under the 12b-1 Plans, each class  
of shares of the Fund pays the Distributor a combined Distribution and Service  
Fee based on average daily net assets at the following rates:                   

                                                        [Enlarge/Download Table]

                          CLASS A    CLASS B    CLASS C    CLASS I    CLASS M    CLASS Q     CLASS T 
                         ---------  ---------  ---------  ---------  ---------  ---------  ----------
                                                                                                     
Growth + Value              0.30%      1.00%      1.00%      N/A         N/A       0.25%        N/A  
Growth Opportunities        0.30       1.00       1.00       N/A         N/A       0.25        0.95% 
LargeCap Growth             0.35       1.00       1.00       N/A         N/A       0.25         N/A  
MidCap Opportunities        0.30       1.00       1.00       N/A         N/A       0.25         N/A  
SmallCap Opportunities      0.30       1.00       1.00       N/A         N/A       0.25        0.95  
Research Enhanced Index     0.30       1.00       1.00       N/A         N/A       0.25         N/A  
Large Company Value         0.25       1.00       1.00       N/A         N/A       0.25         N/A  
MagnaCap                    0.30       1.00       1.00       N/A        0.75%      0.25         N/A  
MidCap Value                0.25       1.00       1.00       N/A         N/A       0.25         N/A  
SmallCap Value              0.25       1.00       1.00       N/A         N/A       0.25         N/A  
Convertible                 0.35       1.00       1.00       N/A         N/A       0.25         N/A  
Equity and Bond             0.35       1.00       1.00       N/A         N/A       0.25        0.75  
Real Estate                 0.25       1.00       1.00       N/A         N/A       0.25         N/A  

For the six months ended November 30, 2002, the Distributor has retained $53,740
as sales charges from the proceeds of Class A Shares sold, $40,509 from the     
proceeds of Class C Shares redeemed, and $48 from the proceeds of Class M Shares
sold.                                                                           

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NOTE 6 -- OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES                

At November 30, 2002, the Funds had the following amounts recorded in payable to
affiliates on the accompanying Statements of Assets and Liabilities (see Notes  
4, 5 and 7):                                                                    

                                                                [Download Table]

                                                        ACCRUED            
                           ACCRUED                    SHAREHOLDER          
                         INVESTMENT      ACCRUED     SERVICES AND          
                         MANAGEMENT  ADMINISTRATIVE  DISTRIBUTION          
                            FEES          FEES           FEES       TOTAL  
                          --------      --------       --------    --------
                                                                           
Growth + Value            $199,447      $ 71,079       $164,072    $434,598
Growth Opportunities       156,667        39,884         91,402     287,953
LargeCap Growth            115,534        15,343        108,253     239,130
MidCap Opportunities       147,589        44,371        110,619     302,579
SmallCap Opportunities     258,087        57,799        176,761     492,647
Research Enhanced Index     51,028        14,083         53,424     118,535
Large Company Value         78,690        11,053         30,490     120,233
MagnaCap                   149,177         7,871         94,307     251,355
MidCap Value                25,248         2,525         17,275      45,048
SmallCap Value              24,470         2,447         16,651      43,568
Convertible                115,998        14,178        126,035     256,211
Equity and Bond             55,036         6,413         47,070     108,519
Real Estate                 57,539         7,165             13      64,717

NOTE 7 -- EXPENSE LIMITATIONS                                                   

For the following Funds, the Manager has voluntarily agreed to limit expenses,  
excluding interest, taxes, brokerage and extraordinary expenses to the levels   
listed below:                                                                   

                                                                [Download Table]

                         CLASS A  CLASS B  CLASS C  CLASS I  CLASS Q  CLASS T
                         -------  -------  -------  -------  -------  -------
                                                                             
LargeCap Growth(1)        1.60%    2.25%    2.25%     N/A     1.50%     N/A  
MidCap Opportunities(2)   1.50     2.20     2.20     1.20%    1.35      N/A  
Large Company Value       2.75     3.50     3.50      N/A     2.75      N/A  
MidCap Value              1.75     2.50     2.50     1.50     1.75      N/A  
SmallCap Value            1.75     2.50     2.50     1.50     1.75      N/A  
Convertible(1)            1.60     2.25     2.25      N/A     1.50      N/A  
Equity and Bond(1)(3)     1.60     2.25     2.25      N/A     1.50     2.00% 
Real Estate               1.25     2.20     2.20     1.00     1.25      N/A  

----------                                                                      
(1)  Prior to November 1, 2001, the expense limitation rate for Class Q was     
1.25%.                                                                
(2)  Prior to January 1, 2002, there was no expense limitation for the Fund.    
(3)  Prior to November 1, 2001, the expense limitation rate for Class T was     
1.75%.                                                                

Each Fund will at a later date reimburse the Manager for expenses waived during 
the previous 36 months, but only if, after such reimbursement, the Fund's       
expense ratio does not exceed the percentage described above. Waived and        
reimbursed fees and any recoupment by the Manager of such waived and reimbursed 
fees are reflected on the accompanying Statements of Operations for each Fund.  

As of November 30, 2002, the cumulative amounts of reimbursed fees that are     
subject to possible recoupment by the Manager are as follows:                   

LargeCap Growth                 $263,849                                        
MidCap Opportunities             645,545                                        
MidCap Value                     207,054                                        
SmallCap Value                   195,624                                        
Convertible                       60,230                                        
Equity and Bond                  362,691                                        
Real Estate                       11,662                                        

NOTE 8 -- LINE OF CREDIT                                                        

All of the Funds included in this report, in addition to certain other funds    
managed by the Adviser, have entered into an unsecured committed revolving line 
of credit agreement (the "Credit Agreement") with State Street Bank and Trust   
Company for an aggregate amount of $125,000,000. The proceeds may be used only  
to: (1) temporarily finance the purchase and sale of securities; (2) finance the
redemption of shares of an investor in the Funds; and (3) enable the Funds to   
meet other emergency expenses as defined in the Credit Agreement. The Funds to  
which the line of credit is available pay a commitment fee equal to 0.10% per   
annum on the daily unused portion of the committed line amount payable quarterly
in arrears. At November 30, 2002, the Funds did not have any loans outstanding  
under the line of credit.                                                       

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NOTE 9 -- CAPITAL SHARES                                                        

Transactions in capital shares and dollars were as follows:                     

                                                        [Enlarge/Download Table]

                                                     CLASS A SHARES                     CLASS B SHARES          
                                            --------------------------------   -------------------------------- 
                                              SIX MONTHS           YEAR          SIX MONTHS           YEAR      
                                                 ENDED             ENDED            ENDED             ENDED     
                                             NOVEMBER 30,         MAY 31,       NOVEMBER 30,         MAY 31,    
                                                 2002              2002             2002              2002      
                                            -------------      -------------   -------------      ------------- 
                                                                                                                
ING GROWTH + VALUE                                                                                              
 (NUMBER OF SHARES)                                                                                             
Shares sold                                     1,166,207          7,573,521         377,095          1,829,213 
Shares redeemed                                (2,418,715)       (10,051,567)     (3,797,315)        (6,707,089)
                                            -------------      -------------   -------------      ------------- 
Net decrease in shares outstanding             (1,252,508)        (2,478,046)     (3,420,220)        (4,877,876)
                                            =============      =============   =============      ============= 
ING GROWTH + VALUE ($)                                                                                          
Shares sold                                 $  10,106,851      $  83,819,458   $   2,994,072      $  20,197,659 
Shares redeemed                               (20,586,239)      (111,034,969)    (30,671,691)       (71,726,807)
                                            -------------      -------------   -------------      ------------- 
Net decrease                                $ (10,479,388)     $ (27,215,511)  $ (27,677,619)     $ (51,529,148)
                                            =============      =============   =============      ============= 

                                                     CLASS C SHARES                     CLASS Q SHARES          
                                            --------------------------------   -------------------------------- 
                                              SIX MONTHS           YEAR          SIX MONTHS           YEAR      
                                                 ENDED             ENDED            ENDED             ENDED     
                                             NOVEMBER 30,         MAY 31,       NOVEMBER 30,         MAY 31,    
                                                 2002              2002             2002              2002      
                                            -------------      -------------   -------------      ------------- 
ING GROWTH + VALUE                                                                                              
 (NUMBER OF SHARES)                                                                                             
Shares sold                                       250,897          1,324,639           2,389             27,404 
Shares redeemed                                (2,378,885)        (4,731,745)         (2,250)           (19,970)
                                            -------------      -------------   -------------      ------------- 
Net increase (decrease) in shares                                                                               
 outstanding                                   (2,127,988)        (3,407,106)            139              7,434 
                                            =============      =============   =============      ============= 
ING GROWTH + VALUE ($)                                                                                          
Shares sold                                 $   2,021,545      $  14,652,114   $      19,000      $     312,909 
Shares redeemed                               (19,129,076)       (50,714,645)        (18,078)          (235,075)
                                            -------------      -------------   -------------      ------------- 
Net increase (decrease)                     $ (17,107,531)     $ (36,062,531)  $         922      $      77,834 
                                            =============      =============   =============      ============= 

                                                     CLASS A SHARES                     CLASS B SHARES          
                                            --------------------------------   -------------------------------- 
                                              SIX MONTHS           YEAR          SIX MONTHS           YEAR      
                                                 ENDED             ENDED            ENDED             ENDED     
                                             NOVEMBER 30,         MAY 31,       NOVEMBER 30,         MAY 31,    
                                                 2002              2002             2002              2002      
                                            -------------      -------------   -------------      ------------- 
ING GROWTH OPPORTUNITIES                                                                                        
 (NUMBER OF SHARES)                                                                                             
Shares sold                                       580,046          2,688,274         116,802            599,172 
Shares redeemed                                (1,485,162)        (4,465,341)     (1,562,389)        (2,729,664)
                                            -------------      -------------   -------------      ------------- 
Net decrease in shares outstanding               (905,116)        (1,777,067)     (1,445,587)        (2,130,492)
                                            =============      =============   =============      ============= 
ING GROWTH OPPORTUNITIES ($)                                                                                    
Shares sold                                 $   6,248,337      $  40,004,026   $   1,158,708      $   8,476,731 
Shares issued as reinvestment of dividends             --                 --              --                 -- 
Shares redeemed                               (16,149,953)       (64,658,384)    (15,915,665)       (37,036,999)
                                            -------------      -------------   -------------      ------------- 
Net decrease                                $  (9,901,616)     $ (24,654,358)  $ (14,756,957)     $ (28,560,268)
                                            =============      =============   =============      ============= 

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                                                        [Enlarge/Download Table]

                                                     CLASS C SHARES                     CLASS T SHARES          
                                            --------------------------------   -------------------------------- 
                                              SIX MONTHS            YEAR        SIX MONTHS            YEAR      
                                                ENDED               ENDED          ENDED              ENDED     
                                             NOVEMBER 30,          MAY 31,      NOVEMBER 30,         MAY 31,    
                                                 2002               2002           2002               2002      
                                            -------------      -------------   -------------      ------------- 
                                                                                                                
ING GROWTH OPPORTUNITIES                                                                                        
 (NUMBER OF SHARES)                                                                                             
Shares sold                                       101,603            580,309              --              1,728 
Shares redeemed                                (1,029,286)        (2,210,476)       (203,878)          (627,535)
                                            -------------      -------------   -------------      ------------- 
Net decrease in shares outstanding               (927,683)        (1,630,167)       (203,878)          (625,807)
                                            =============      =============   =============      ============= 
ING GROWTH OPPORTUNITIES ($)                                                                                    
Shares sold                                 $   1,021,785      $   8,201,102   $          --      $      21,321 
Shares redeemed                               (10,524,987)       (29,810,181)     (2,090,611)        (8,967,880)
                                            -------------      -------------   -------------      ------------- 
Net decrease                                $  (9,503,202)     $ (21,609,079)  $  (2,090,611)     $  (8,946,559)
                                            =============      =============   =============      ============= 

                                                     CLASS I SHARES                     CLASS Q SHARES          
                                            --------------------------------   -------------------------------- 
                                              SIX MONTHS            YEAR        SIX MONTHS            YEAR      
                                                ENDED               ENDED          ENDED              ENDED     
                                             NOVEMBER 30,          MAY 31,      NOVEMBER 30,         MAY 31,    
                                                 2002               2002           2002               2002      
                                            -------------      -------------   -------------      ------------- 
ING GROWTH OPPORTUNITIES                                                                                        
 (NUMBER OF SHARES)                                                                                             
Shares sold                                            54                792              --             55,711 
Shares redeemed                                        --             (1,013)           (517)          (479,835)
                                            -------------      -------------   -------------      ------------- 
Net increase (decrease) in                                                                                      
 shares outstanding                                    54               (221)           (517)          (424,124)
                                            =============      =============   =============      ============= 
ING GROWTH OPPORTUNITIES ($)                                                                                    
Shares sold                                 $         607      $      13,222   $          --      $     867,826 
Shares redeemed                                        --            (14,464)         (5,708)        (7,238,101)
                                            -------------      -------------   -------------      ------------- 
Net increase (decrease)                     $         607      $      (1,242)  $      (5,708)     $  (6,370,275)
                                            =============      =============   =============      ============= 

                                                     CLASS A SHARES                     CLASS B SHARES          
                                            --------------------------------   -------------------------------- 
                                              SIX MONTHS            YEAR        SIX MONTHS            YEAR      
                                                ENDED               ENDED          ENDED              ENDED     
                                             NOVEMBER 30,          MAY 31,      NOVEMBER 30,         MAY 31,    
                                                 2002               2002           2002               2002      
                                            -------------      -------------   -------------      ------------- 
ING LARGECAP GROWTH                                                                                             
 (NUMBER OF SHARES)                                                                                             
Shares sold                                     1,363,671          2,658,138         215,038            855,661 
Shares issued as reinvestment of dividends             --                939              --                124 
Shares redeemed                                (2,079,889)        (5,335,128)     (1,523,833)        (2,997,437)
                                            -------------      -------------   -------------      ------------- 
Net decrease in shares outstanding               (716,218)        (2,676,051)     (1,308,795)        (2,141,652)
                                            =============      =============   =============      ============= 
ING LARGECAP GROWTH ($)                                                                                         
Shares sold                                 $  19,169,088      $  52,212,562   $   2,869,359      $  16,971,200 
Shares issued as reinvestment of dividends             --             18,730              --              3,107 
Shares redeemed                               (28,613,596)      (103,167,640)    (20,880,753)       (56,761,530)
                                            -------------      -------------   -------------      ------------- 
Net decrease                                $  (9,444,508)     $ (50,936,348)  $ (18,011,394)     $ (39,787,223)
                                            =============      =============   =============      ============= 

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                                                        [Enlarge/Download Table]

                                                    CLASS C SHARES                   CLASS I SHARES         
                                            ------------------------------   ------------------------------ 
                                             SIX MONTHS           YEAR        SIX MONTHS          PERIOD    
                                               ENDED              ENDED         ENDED              ENDED    
                                            NOVEMBER 30,         MAY 31,     NOVEMBER 30,         MAY 31,   
                                                2002              2002           2002             2002(1)   
                                            ------------      ------------   ------------      ------------ 
                                                                                                            
ING LARGECAP GROWTH                                                                                         
 (NUMBER OF SHARES)                                                                                         
Shares sold                                      138,005           639,475         82,183         1,838,570 
Shares issued as reinvestment of dividends            --                51             --                -- 
Shares redeemed                                 (801,364)       (2,184,382)      (203,518)         (296,694)
                                            ------------      ------------   ------------      ------------ 
Net increase (decrease) in                                                                                  
 shares outstanding                             (663,359)       (1,544,856)      (121,335)        1,541,876 
                                            ============      ============   ============      ============ 
ING LARGECAP GROWTH ($)                                                                                     
Shares sold                                 $  1,826,094      $ 12,898,628   $  1,152,787      $ 36,212,393 
Shares issued as reinvestment of dividends            --               901             --                -- 
Shares redeemed                              (10,964,815)      (41,155,563)    (2,878,809)       (5,342,391)
                                            ------------      ------------   ------------      ------------ 
Net increase (decrease)                     $ (9,138,721)     $(28,256,034)  $ (1,726,022)     $ 30,870,002 
                                            ============      ============   ============      ============ 

----------                                                                      
(1) Commenced offering of shares on January 8, 2002.                            

                                                  CLASS Q SHARES
                                                 -------------------------------
                                             SIX MONTHS           YEAR
                                                 ENDED             ENDED
                                              NOVEMBER 30,         MAY 31,
                                                2002              2002
                                                ------------      ------------
ING LARGECAP GROWTH                                                             
(NUMBER OF SHARES)                                                            
Shares sold                                            67,404         2,029,559 
Shares issued as reinvestment of dividends                 --               404 
Shares redeemed                                      (386,989)       (1,540,016)
                                                ------------      ------------
Net increase (decrease) in shares outstanding        (319,585)          489,947 
                                                ============      ============
ING LARGECAP GROWTH ($)                                                         
Shares sold                                      $    942,493      $ 44,230,203 
Shares issued as reinvestment of dividends                 --             8,201 
Shares redeemed                                    (5,432,292)      (30,239,081)
                                                ------------      ------------
Net increase (decrease)                          $ (4,489,799)     $ 13,999,323 
                                                ============      ============

----------                                                                      
(1)  Commenced offering of shares on January 8, 2002.                           

                                                        [Enlarge/Download Table]

                                           CLASS A SHARES                  CLASS B SHARES          
                                   ------------------------------   ------------------------------ 
                                    SIX MONTHS           YEAR        SIX MONTHS          YEAR      
                                       ENDED             ENDED          ENDED            ENDED     
                                   NOVEMBER 30,         MAY 31,     NOVEMBER 30,        MAY 31,    
                                       2002              2002           2002              2002     
                                   ------------      ------------   ------------      ------------ 
                                                                                                   
ING MIDCAP OPPORTUNITIES                                                                           
 (NUMBER OF SHARES)                                                                                
Shares sold                             502,680         1,348,381        102,913           360,114 
Shares issued in merger                      --         5,001,056             --         4,822,131 
Shares redeemed                      (1,675,665)       (1,883,562)    (1,303,741)         (741,630)
                                   ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares                                                                  
 outstanding                         (1,172,985)        4,465,875     (1,200,828)        4,440,615 
                                   ============      ============   ============      ============ 
ING MIDCAP OPPORTUNITIES ($)                                                                       
Shares sold                        $  4,673,552      $ 15,945,265   $    935,471      $  4,209,707 
Shares issued in merger                      --        57,460,972             --        54,010,417 
Shares redeemed                     (15,442,476)      (21,781,921)   (11,809,950)       (8,323,034)
                                   ------------      ------------   ------------      ------------ 
Net increase (decrease)            $(10,768,924)     $ 51,624,316   $(10,874,479)     $ 49,897,090 
                                   ============      ============   ============      ============ 

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                                                        [Enlarge/Download Table]

                                                      CLASS C SHARES                   CLASS I SHARES           
                                            --------------------------------   -------------------------------- 
                                              SIX MONTHS           YEAR         SIX MONTHS            YEAR      
                                                 ENDED             ENDED           ENDED              ENDED     
                                             NOVEMBER 30,         MAY 31,       NOVEMBER 30,         MAY 31,    
                                                 2002               2002            2002               2002     
                                            -------------      -------------   -------------      ------------- 
                                                                                                                
ING MIDCAP OPPORTUNITIES                                                                                        
 (NUMBER OF SHARES)                                                                                             
Shares sold                                        82,571            171,335              --                431 
Shares issued in merger                                --          8,539,378              --                 -- 
Shares redeemed                                (1,557,089)          (673,551)     (2,608,696)                -- 
                                            -------------      -------------   -------------      ------------- 
Net increase (decrease) in shares                                                                               
 outstanding                                   (1,474,518)         8,037,162      (2,608,696)               431 
                                            =============      =============   =============      ============= 
ING MIDCAP OPPORTUNITIES ($)                                                                                    
Shares sold                                 $     744,804      $   1,957,505   $          --      $       5,008 
Shares issued in merger                                --         95,170,477              --                 -- 
Shares redeemed                               (14,034,782)        (7,569,185)    (24,000,000)                -- 
                                            -------------      -------------   -------------      ------------- 
Net increase (decrease)                     $ (13,289,978)     $  89,558,797   $ (24,000,000)     $       5,008 
                                            =============      =============   =============      ============= 

                                                      CLASS Q SHARES                                            
                                            --------------------------------                                    
                                              SIX MONTHS           YEAR                                         
                                                 ENDED             ENDED                                        
                                             NOVEMBER 30,         MAY 31,                                       
                                                 2002               2002                                        
                                            -------------      -------------                                    
ING MIDCAP OPPORTUNITIES                                                                                        
 (NUMBER OF SHARES)                                                                                             
Shares sold                                       138,245             91,512                                    
Shares issued in merger                                --            981,467                                    
Shares redeemed                                  (230,285)          (694,816)                                   
                                            -------------      -------------                                    
Net increase in shares outstanding                (92,040)           378,163                                    
                                            =============      =============                                    
ING MIDCAP OPPORTUNITIES ($)                                                                                    
Shares sold                                 $   1,316,220      $   1,112,443                                    
Shares issued in merger                                --         11,326,837                                    
Shares redeemed                                (2,180,683)        (8,237,829)                                   
                                            -------------      -------------                                    
Net increase                                $    (864,463)     $   4,201,451                                    
                                            =============      =============                                    

                                                      CLASS A SHARES                   CLASS B SHARES           
                                            --------------------------------   -------------------------------- 
                                              SIX MONTHS           YEAR         SIX MONTHS            YEAR      
                                                 ENDED             ENDED           ENDED              ENDED     
                                             NOVEMBER 30,         MAY 31,       NOVEMBER 30,         MAY 31,    
                                                 2002               2002            2002               2002     
                                            -------------      -------------   -------------      ------------- 
ING SMALLCAP OPPORTUNITES                                                                                       
 (NUMBER OF SHARES)                                                                                             
Shares sold                                     1,621,616          4,108,446         161,640            636,080 
Shares issued in merger                                --          2,414,351              --          1,849,518 
Shares issued as reinvestment of dividends             --            125,361              --            137,050 
Shares redeemed                                (2,126,445)        (3,119,480)     (1,243,640)        (1,386,958)
                                            -------------      -------------   -------------      ------------- 
Net increase (decrease) in shares                                                                               
 outstanding                                     (504,829)         3,528,678      (1,082,000)         1,235,690 
                                            =============      =============   =============      ============= 
ING SMALLCAP OPPORTUNITES($)                                                                                    
Shares sold                                 $  31,330,494      $ 120,715,302   $   2,814,761      $  17,982,622 
Shares issued in merger                                --         61,806,247              --         44,285,046 
Shares issued as reinvestment of dividends             --          3,576,353              --          3,669,830 
Shares redeemed                               (40,695,572)       (90,422,365)    (21,866,985)       (37,810,172)
                                            -------------      -------------   -------------      ------------- 
Net increase (decrease)                     $  (9,365,078)     $  95,675,537   $ (19,052,224)     $  28,127,326 
                                            =============      =============   =============      ============= 

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                                                        [Enlarge/Download Table]

                                                    CLASS C SHARES                  CLASS T SHARES          
                                            ------------------------------   ------------------------------ 
                                             SIX MONTHS           YEAR        SIX MONTHS           YEAR     
                                                ENDED             ENDED          ENDED             ENDED    
                                            NOVEMBER 30,         MAY 31,     NOVEMBER 30,         MAY 31,   
                                                2002              2002          2002               2002     
                                            ------------      ------------   ------------      ------------ 
                                                                                                            
ING SMALLCAP OPPORTUNITES                                                                                   
 (NUMBER OF SHARES)                                                                                         
Shares sold                                      100,378           508,063             --               334 
Shares issued in merger                               --         3,423,776             --                -- 
Shares issued as reinvestment of dividends            --            46,233             --            11,694 
Shares redeemed                               (1,005,277)         (805,214)       (75,699)         (238,967)
                                            ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares                                                                           
 outstanding                                    (904,899)        3,172,858        (75,699)         (226,939)
                                            ============      ============   ============      ============ 
ING SMALLCAP OPPORTUNITES($)                                                                                
Shares sold                                 $  1,731,365      $ 14,450,521   $         --      $      8,901 
Shares issued in merger                               --        81,805,796             --                -- 
Shares issued as reinvestment of dividends            --         1,235,346             --           316,205 
Shares redeemed                              (17,831,143)      (21,787,806)    (1,349,998)       (6,826,551)
                                            ------------      ------------   ------------      ------------ 
Net increase (decrease)                     $(16,099,778)     $ 75,703,857   $ (1,349,998)     $ (6,501,445)
                                            ============      ============   ============      ============ 

                                                    CLASS C SHARES                  CLASS T SHARES          
                                            ------------------------------   ------------------------------ 
                                             SIX MONTHS           YEAR        SIX MONTHS           YEAR     
                                                ENDED             ENDED          ENDED             ENDED    
                                            NOVEMBER 30,         MAY 31,     NOVEMBER 30,         MAY 31,   
                                                2002              2002          2002               2002     
                                            ------------      ------------   ------------      ------------ 
ING SMALLCAP OPPORTUNITES                                                                                   
 (NUMBER OF SHARES)                                                                                         
Shares sold                                      100,378           508,063             --               334 
Shares issued in merger                               --         3,423,776             --                -- 
Shares issued as reinvestment of dividends            --            46,233             --            11,694 
Shares redeemed                               (1,005,277)         (805,214)       (75,699)         (238,967)
                                            ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares                                                                           
 outstanding                                    (904,899)        3,172,858        (75,699)         (226,939)
                                            ============      ============   ============      ============ 
ING SMALLCAP OPPORTUNITES($)                                                                                
Shares sold                                 $  1,731,365      $ 14,450,521   $         --      $      8,901 
Shares issued in merger                               --        81,805,796             --                -- 
Shares issued as reinvestment of dividends            --         1,235,346             --           316,205 
Shares redeemed                              (17,831,143)      (21,787,806)    (1,349,998)       (6,826,551)
                                            ------------      ------------   ------------      ------------ 
Net increase (decrease)                     $(16,099,778)     $ 75,703,857   $ (1,349,998)     $ (6,501,445)
                                            ============      ============   ============      ============ 

                                                    CLASS I SHARES                  CLASS Q SHARES          
                                            ------------------------------   ------------------------------ 
                                             SIX MONTHS           YEAR        SIX MONTHS           YEAR     
                                                ENDED             ENDED          ENDED             ENDED    
                                            NOVEMBER 30,         MAY 31,     NOVEMBER 30,         MAY 31,   
                                                2002              2002          2002               2002     
                                            ------------      ------------   ------------      ------------ 
ING SMALLCAP OPPORTUNITES                                                                                   
 (NUMBER OF SHARES)                                                                                         
Shares sold                                       26,554           518,042         12,892            21,261 
Shares issued in merger                               --                --             --           159,919 
Shares issued as reinvestment of dividends            --                --             --             2,615 
Shares redeemed                                  (65,118)          (73,562)       (81,503)         (105,090)
                                            ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares                                                                           
 outstanding                                     (38,564)          444,480        (68,611)           78,705 
                                            ============      ============   ============      ============ 
ING SMALLCAP OPPORTUNITES($)                                                                                
Shares sold                                 $    487,065      $ 15,648,216   $    260,651      $    708,356 
Shares issued in merger                               --                --             --         4,098,445 
Shares issued as reinvestment of dividends            --                 5             --            74,783 
Shares redeemed                               (1,215,011)       (1,925,564)    (1,520,732)       (3,230,766)
                                            ------------      ------------   ------------      ------------ 
Net increase (decrease)                     $   (727,946)     $ 13,722,657   $ (1,260,081)     $  1,650,818 
                                            ============      ============   ============      ============ 

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

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                                                        CLASS A SHARES                   CLASS B SHARES         
                                                ------------------------------   ------------------------------ 
                                                 SIX MONTHS            YEAR       SIX MONTHS          YEAR      
                                                    ENDED             ENDED          ENDED            ENDED     
                                                NOVEMBER 30,         MAY 31,     NOVEMBER 30,        MAY 31,    
                                                    2002              2002           2002              2002     
                                                ------------      ------------   ------------      ------------ 
                                                                                                                
ING RESEARCH ENHANCED INDEX                                                                                     
 (NUMBER OF SHARES)                                                                                             
Shares sold                                          257,907           332,209        108,603           653,975 
Shares redeemed                                     (352,584)         (451,951)    (1,319,962)       (2,101,755)
                                                ------------      ------------   ------------      ------------ 
Net decrease in shares outstanding                   (94,677)         (119,742)    (1,211,359)       (1,447,780)
                                                ============      ============   ============      ============ 
ING RESEARCH ENHANCED INDEX ($)                                                                                 
Shares sold                                     $  1,821,608      $  2,956,464   $    758,046      $  5,692,149 
Shares redeemed                                   (2,545,472)       (4,015,022)    (9,265,639)      (18,419,336)
                                                ------------      ------------   ------------      ------------ 
Net decrease                                    $   (723,864)     $ (1,058,558)  $ (8,507,593)     $(12,727,187)
                                                ============      ============   ============      ============ 

                                                        CLASS C SHARES                   CLASS I SHARES         
                                                ------------------------------   ------------------------------ 
                                                 SIX MONTHS            YEAR       SIX MONTHS          YEAR      
                                                    ENDED             ENDED          ENDED            ENDED     
                                                NOVEMBER 30,         MAY 31,     NOVEMBER 30,        MAY 31,    
                                                    2002              2002           2002              2002     
                                                ------------      ------------   ------------      ------------ 
ING RESEARCH ENHANCED INDEX                                                                                     
 (NUMBER OF SHARES)                                                                                             
Shares sold                                           46,038           478,885             --                 3 
Shares redeemed                                     (948,170)       (2,874,370)            --                -- 
                                                ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares outstanding       (902,132)       (2,395,485)            --                 3 
                                                ============      ============   ============      ============ 
ING RESEARCH ENHANCED INDEX ($)                                                                                 
Shares sold                                     $    328,025      $  4,203,945   $         --      $         25 
Shares redeemed                                   (6,523,033)      (25,015,303)            --                -- 
                                                ------------      ------------   ------------      ------------ 
Net increase (decrease)                         $ (6,195,008)     $(20,811,358)  $         --      $         25 
                                                ============      ============   ============      ============ 

                                               CLASS Q SHARES                                                   
                                                ------------                                                    
                                                    YEAR                                                        
                                                    ENDED                                                       
                                                   MAY 31,                                                      
                                                    2002                                                        
                                                ------------                                                    
ING RESEARCH ENHANCED INDEX                                                                                     
 (NUMBER OF SHARES)                                                                                             
Shares sold                                           30,192                                                    
Shares redeemed                                      (76,493)                                                   
                                                ------------                                                    
Net decrease in shares outstanding                   (46,301)                                                   
                                                ============                                                    
ING RESEARCH ENHANCED INDEX ($)                                                                                 
Shares sold                                     $    274,465                                                    
Shares redeemed                                     (702,790)                                                   
                                                ------------                                                    
Net decrease                                    $   (428,325)                                                   
                                                ============                                                    

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NOTES TO FINANCIAL STATEMENTS as of November 30, 2002 (Unaudited) (Continued) 
--------------------------------------------------------------------------------

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                                                       CLASS A SHARES                   CLASS B SHARES         
                                               ------------------------------   ------------------------------ 
                                                SIX MONTHS           YEAR        SIX MONTHS           YEAR     
                                                   ENDED             ENDED          ENDED             ENDED    
                                               NOVEMBER 30,         MAY 31,     NOVEMBER 30,         MAY 31,   
                                                   2002              2002           2002              2002     
                                               ------------      ------------   ------------      ------------ 
                                                                                                               

ING LARGE COMPANY VALUE                                                                                        
 (NUMBER OF SHARES)                                                                                            
Shares sold                                         379,097         1,373,253         69,479           121,663 
Shares issued as reinvestment of dividends           27,339           233,778             --             5,594 
Shares redeemed                                    (989,735)       (2,149,663)       (74,185)          (99,057)
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares                                                                              
 outstanding                                       (583,299)         (542,632)        (4,706)           28,200 
                                               ============      ============   ============      ============ 
ING LARGE COMPANY VALUE ($)                                                                                    
Shares sold                                    $  4,569,840      $ 20,940,770   $    803,384      $  1,825,895 
Shares issued as reinvestment of dividends          314,389         3,503,302             --            83,179 
Shares redeemed                                 (11,731,020)      (32,730,767)      (878,261)       (1,527,433)
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease)                        $ (6,846,791)     $ (8,286,695)  $    (74,877)     $    381,641 
                                               ============      ============   ============      ============ 

                                                       CLASS C SHARES                   CLASS Q SHARES         
                                               ------------------------------   ------------------------------ 
                                                SIX MONTHS           YEAR        SIX MONTHS           YEAR     
                                                   ENDED             ENDED          ENDED             ENDED    
                                               NOVEMBER 30,         MAY 31,     NOVEMBER 30,         MAY 31,   
                                                   2002              2002           2002             2002(1)   
                                               ------------      ------------   ------------      ------------ 
ING LARGE COMPANY VALUE                                                                                        
 (NUMBER OF SHARES)                                                                                            
Shares sold                                          12,930            64,684             --             1,337 
Shares issued as reinvestment of dividends               --             2,645             --                -- 
Shares redeemed                                     (46,442)         (139,077)          (184)               -- 
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares outstanding       (33,512)          (71,748)          (184)            1,337 
                                               ============      ============   ============      ============ 
ING LARGE COMPANY VALUE ($)                                                                                    
Shares sold                                    $    159,489      $    986,051   $         --      $     19,389 
Shares issued as reinvestment of dividends               --            39,228             --                -- 
Shares redeemed                                    (482,701)       (2,222,672)        (1,771)               -- 
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease)                        $   (323,212)     $ (1,197,393)  $     (1,771)     $     19,389 
                                               ============      ============   ============      ============ 

----------                                                                      
(1)  Commenced offering of shares on October 4, 2001                            

                                                        [Enlarge/Download Table]

                                                       CLASS A SHARES                   CLASS B SHARES         
                                               ------------------------------   ------------------------------ 
                                                SIX MONTHS           YEAR        SIX MONTHS           YEAR     
                                                   ENDED             ENDED          ENDED             ENDED    
                                               NOVEMBER 30,         MAY 31,     NOVEMBER 30,         MAY 31,   
                                                   2002              2002           2002              2002     
                                               ------------      ------------   ------------      ------------ 
                                                                                                               
ING MAGNACAP                                                                                                   
 (NUMBER OF SHARES)                                                                                            
Shares sold                                         660,511         2,200,329        180,605         1,165,942 
Shares issued as reinvestment of dividends           57,694         3,100,059             --         1,123,166 
Shares redeemed                                  (2,073,882)       (4,883,156)    (1,602,947)       (2,663,961)
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares outstanding    (1,355,677)          417,232     (1,422,342)         (374,853)
                                               ============      ============   ============      ============ 
ING MAGNACAP ($)                                                                                               
Shares sold                                    $  5,562,508      $ 24,358,517   $  1,437,964      $ 12,626,363 
Shares issued as reinvestment of dividends          462,280        31,776,032             --        11,153,042 
Shares redeemed                                 (17,302,393)      (54,127,863)   (12,868,178)      (28,380,740)
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease)                        $ 11,277,605      $  2,006,686   $(11,430,214)     $ (4,601,335)
                                               ============      ============   ============      ============ 

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NOTES TO FINANCIAL STATEMENTS as of November 30, 2002 (Unaudited) (Continued) 
--------------------------------------------------------------------------------

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                                                        CLASS C SHARES                   CLASS M SHARES         
                                               ------------------------------   ------------------------------- 
                                                SIX MONTHS           YEAR         SIX MONTHS           YEAR     
                                                   ENDED            ENDED            ENDED            ENDED     
                                               NOVEMBER 30,        MAY 31,       NOVEMBER 30,        MAY 31,    
                                                   2002              2002            2002              2002     
                                               ------------      ------------    ------------      ------------ 
                                                                                                                
ING MAGNACAP                                                                                                    
 (NUMBER OF SHARES)                                                                                             
Shares sold                                         217,326           491,490           9,244            38,778 
Shares issued as reinvestment of dividends               --           119,279              --           207,863 
Shares redeemed                                    (324,112)         (446,035)       (257,099)         (339,171)
                                               ------------      ------------    ------------      ------------ 
Net increase (decrease) in shares outstanding      (106,786)          164,734        (247,855)          (92,530)
                                               ============      ============    ============      ============ 
ING MAGNACAP ($)                                                                                                
Shares sold                                    $  1,842,620      $  5,208,521    $     74,723      $    418,837 
Shares issued as reinvestment of dividends               --         1,185,640              --         2,103,577 
Shares redeemed                                  (2,717,128)       (4,684,503)     (2,124,313)       (3,695,461)
                                               ------------      ------------    ------------      ------------ 
Net increase (decrease)                        $   (874,508)     $  1,709,658    $ (2,049,590)     $ (1,173,047)
                                               ============      ============    ============      ============ 

                                                        CLASS Q SHARES                                          
                                               ------------------------------                                   
                                                SIX MONTHS           YEAR                                       
                                                   ENDED            ENDED                                       
                                               NOVEMBER 30,        MAY 31,                                      
                                                   2002              2002                                       
                                               ------------      ------------                                   
ING MAGNACAP                                                                                                    
 (NUMBER OF SHARES)                                                                                             
Shares sold                                              --            25,363                                   
Shares issued as reinvestment of dividends            4,708           161,336                                   
Shares redeemed                                      (2,562)         (172,009)                                  
                                               ------------      ------------                                   
Net increase in shares outstanding                    2,146            14,690                                   
                                               ============      ============                                   
ING MAGNACAP ($)                                                                                                
Shares sold                                              --      $    293,569                                   
Shares issued as reinvestment of dividends     $     37,713         1,652,078                                   
Shares redeemed                                     (21,968)       (1,844,440)                                  
                                               ------------      ------------                                   
Net increase                                   $     15,745      $    101,207                                   
                                               ============      ============                                   

                                                        CLASS A SHARES                   CLASS B SHARES         
                                               ------------------------------   ------------------------------- 
                                                SIX MONTHS          PERIOD        SIX MONTHS          PERIOD    
                                                   ENDED             ENDED           ENDED             ENDED    
                                               NOVEMBER 30,         MAY 31,      NOVEMBER 30,         MAY 31,   
                                                   2002             2002(1)           2002            2002(2)   
                                               ------------      ------------    ------------      ------------ 
ING MIDCAP VALUE                                                                                                
 (NUMBER OF SHARES)                                                                                             
Shares sold                                         726,864         2,605,647         594,929         1,153,304 
Shares issued as reinvestment of dividends           34,294                --          18,192                -- 
Shares redeemed                                  (1,317,227)         (142,673)       (289,031)          (17,955)
                                               ------------      ------------    ------------      ------------ 
Net increase in shares outstanding                 (556,069)        2,462,974         324,090         1,135,349 
                                               ============      ============    ============      ============ 
ING MIDCAP VALUE ($)                                                                                            
Shares sold                                    $  5,472,834      $ 26,775,675    $  4,688,834      $ 11,840,128 
Shares issued as reinvestment of dividends          231,829                --         122,976                -- 
Shares redeemed                                  (8,830,280)       (1,470,743)     (2,115,785)         (184,720)
                                               ------------      ------------    ------------      ------------ 
Net increase                                   $ (3,125,617)     $ 25,304,932    $  2,696,025      $ 11,655,408 
                                               ============      ============    ============      ============ 

----------                                                                      
(1)  Commenced offering of shares on February 1, 2002.                          
(2)  Commenced offering of shares on February 4, 2002.                          

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NOTES TO FINANCIAL STATEMENTS as of November 30, 2002 (Unaudited) (Continued) 
--------------------------------------------------------------------------------

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                                                     CLASS C SHARES                  CLASS I SHARES         
                                            ------------------------------   ------------------------------ 
                                             SIX MONTHS          PERIOD       SIX MONTHS          PERIOD    
                                                ENDED             ENDED         ENDED              ENDED    
                                            NOVEMBER 30,         MAY 31,     NOVEMBER 30,         MAY 31,   
                                                2002             2002(1)         2002             2002(2)   
                                            ------------      ------------   ------------      ------------ 
                                                                                                            
ING MIDCAP VALUE                                                                                            
 (NUMBER OF SHARES)                                                                                         
Shares sold                                      387,249           965,747         14,417             6,888 
Shares issued as reinvestment of dividends        13,951                --            562                -- 
Shares redeemed                                 (160,340)          (17,708)            --                -- 
                                            ------------      ------------   ------------      ------------ 
Net increase in shares outstanding               240,860           948,039         14,979             6,888 
                                            ============      ============   ============      ============ 
ING MIDCAP VALUE ($)                                                                                        
Shares sold                                 $  3,186,895      $  9,937,739   $    105,285      $     70,941 
Shares issued as reinvestment of dividends        94,305                --          3,799                -- 
Shares redeemed                               (1,130,645)         (184,006)            --                -- 
                                            ------------      ------------   ------------      ------------ 
Net increase                                $  2,150,555      $  9,753,733   $    109,084      $     70,941 
                                            ============      ============   ============      ============ 

                                                     CLASS Q SHARES                                         
                                            ------------------------------                                  
                                             SIX MONTHS          PERIOD                                     
                                                ENDED             ENDED                                     
                                            NOVEMBER 30,         MAY 31,                                    
                                                2002             2002(3)                                    
                                            ------------      ------------                                  
ING MIDCAP VALUE                                                                                            
 (NUMBER OF SHARES)                                                                                         
Shares sold                                          550             1,115                                  
Shares issued as reinvestment of dividends            42                --                                  
                                            ------------      ------------                                  
Net increase in shares outstanding                   592             1,115                                  
                                            ============      ============                                  
ING MIDCAP VALUE ($)                                                                                        
Shares sold                                 $      4,534      $     11,595                                  
Shares issued as reinvestment of dividends           285                --                                  
                                            ------------      ------------                                  
Net increase                                $      4,819      $     11,595                                  
                                            ============      ============                                  

                                                     CLASS A SHARES                  CLASS B SHARES         
                                            ------------------------------   ------------------------------ 
                                             SIX MONTHS          PERIOD       SIX MONTHS          PERIOD    
                                                ENDED             ENDED          ENDED             ENDED    
                                            NOVEMBER 30,         MAY 31,     NOVEMBER 30,         MAY 31,   
                                                2002             2002(4)         2002             2002(2)   
                                            ------------      ------------   ------------      ------------ 
ING SMALLCAP VALUE                                                                                          
 (NUMBER OF SHARES)                                                                                         
Shares sold                                      562,253         1,818,913        343,894           783,600 
Shares issued as reinvestment of dividends        16,962                --          6,822                -- 
Shares redeemed                                 (878,261)          (83,387)      (185,901)          (39,620)
                                            ------------      ------------   ------------      ------------ 
Net increase in shares outstanding               299,046         1,735,526        164,815           743,980 
                                            ============      ============   ============      ============ 
ING SMALLCAP VALUE ($)                                                                                      
Shares sold                                 $  5,305,641      $ 19,106,892   $  3,234,786      $  8,286,464 
Shares issued as reinvestment of dividends       145,698                --         58,605                -- 
Shares redeemed                               (7,847,793)         (875,665)    (1,676,123)         (426,160)
                                            ------------      ------------   ------------      ------------ 
Net increase                                $  2,396,454      $ 18,231,227   $  1,617,268      $  7,860,304 
                                            ============      ============   ============      ============ 

----------                                                                      
(1)  Commenced offering of shares on February 4, 2002.                          
(2)  Commenced offering of shares on March 4, 2002.                             
(3)  Commenced offering of shares on April 17, 2002.                            
(4)  Commenced offering of shares on February 1, 2002.                          

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NOTES TO FINANCIAL STATEMENTS as of November 30, 2002 (Unaudited) (Continued) 
--------------------------------------------------------------------------------

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                                         CLASS C SHARES                    CLASS I SHARES                  CLASS Q SHARES        
                                  ----------------------------      ----------------------------     ----------------------------
                                   SIX MONTHS        PERIOD          SIX MONTHS        PERIOD         SIX MONTHS        PERIOD   
                                      ENDED           ENDED             ENDED           ENDED            ENDED           ENDED   
                                  NOVEMBER 30,       MAY 31,        NOVEMBER 30,       MAY 31,       NOVEMBER 30,       MAY 31,  
                                      2002           2002(1)            2002           2002(2)           2002           2002(3)  
                                  -----------      -----------      -----------      -----------     -----------      -----------
                                                                                                                                 
ING SMALLCAP VALUE                                                                                                               
 (NUMBER OF SHARES)                                                                                                              
Shares sold                           390,123          812,089           28,890            2,469            (696)             760
Shares issued as reinvestment                                                                                                    
 of dividends                           6,625               --              564               --               1               --
Shares redeemed                       (84,814)         (13,303)          (1,961)              --              --               --
                                  -----------      -----------      -----------      -----------     -----------      -----------
Net increase in shares                                                                                                           
 outstanding                          311,934          798,786           27,493            2,469            (695)             760
                                  ===========      ===========      ===========      ===========     ===========      ===========
ING SMALLCAP VALUE ($)                                                                                                           
Shares sold                       $ 3,688,328      $ 8,706,900      $   270,480      $    26,848     $    (7,612)     $     8,230
Shares issued as reinvestment                                                                                                    
 of dividends                          56,845               --            4,836               --               5               --
Shares redeemed                      (748,817)        (141,971)         (16,941)              --              --               --
                                  -----------      -----------      -----------      -----------     -----------      -----------
Net increase                      $ 2,996,356      $ 8,564,929      $   258,375      $    26,848     $    (7,607)     $     8,230
                                  ===========      ===========      ===========      ===========     ===========      ===========

                                                        CLASS A SHARES                    CLASS B SHARES                         
                                               ------------------------------      ------------------------------                
                                                SIX MONTHS           YEAR           SIX MONTHS           YEAR                    
                                                   ENDED             ENDED             ENDED            ENDED                    
                                               NOVEMBER 30,         MAY 31,        NOVEMBER 30,        MAY 31,                   
                                                   2002              2002              2002              2002                    
                                               ------------      ------------      ------------      ------------                
ING CONVERTIBLE                                                                                                                  
 (NUMBER OF SHARES)                                                                                                              
Shares sold                                         175,706         1,958,879           171,934           614,464                
Shares issued as reinvestment of dividends           22,858           110,965            18,153            88,673                
Shares redeemed                                    (924,235)       (3,641,803)       (1,068,991)       (1,844,627)               
                                               ------------      ------------      ------------      ------------                
Net decrease in shares outstanding                 (725,671)       (1,571,959)         (878,904)       (1,141,490)               
                                               ============      ============      ============      ============                
ING CONVERTIBLE ($)                                                                                                              
Shares sold                                    $  2,527,143      $ 30,523,457      $  2,720,882      $ 10,852,858                
Shares issued as reinvestment of dividends          334,080         1,758,845           292,803         1,536,619                
Shares redeemed                                 (13,367,816)      (57,093,216)      (16,991,498)      (31,743,142)               
                                               ------------      ------------      ------------      ------------                
Net decrease                                   $(10,506,593)     $(24,810,914)     $(13,977,813)     $(19,353,665)               
                                               ============      ============      ============      ============                

                                                        CLASS C SHARES                    CLASS Q SHARES                         
                                               ------------------------------      ------------------------------                
                                                SIX MONTHS           YEAR           SIX MONTHS           YEAR                    
                                                   ENDED             ENDED             ENDED            ENDED                    
                                               NOVEMBER 30,         MAY 31,        NOVEMBER 30,        MAY 31,                   
                                                   2002              2002              2002              2002                    
                                               ------------      ------------      ------------      ------------                
ING CONVERTIBLE                                                                                                                  
 (NUMBER OF SHARES)                                                                                                              
Shares sold                                         109,144           450,714             1,412            30,682                
Shares issued as reinvestment of dividends           13,964            64,090             4,465            32,307                
Shares redeemed                                    (968,586)       (1,812,332)         (243,079)       (1,190,010)               
                                               ------------      ------------      ------------      ------------                
Net decrease in shares outstanding                 (845,478)       (1,297,528)         (237,202)       (1,127,021)               
                                               ============      ============      ============      ============                
ING CONVERTIBLE ($)                                                                                                              
Shares sold                                    $  1,622,786      $  7,434,361      $     19,673      $    482,846                
Shares issued as reinvestment of dividends          210,520         1,039,698            63,311           502,113                
Shares redeemed                                 (14,356,665)      (29,432,206)       (3,408,739)      (18,495,520)               
                                               ------------      ------------      ------------      ------------                
Net decrease                                   $(12,523,359)     $(20,958,147)     $ (3,325,755)     $(17,510,561)               
                                               ============      ============      ============      ============                

----------                                                                      
(1)  Commenced offering of shares on February 7, 2002.                          
(2)  Commenced offering of shares on March 7, 2002.                             
(3)  Commenced offering of shares on April 30, 2002.                            

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

                                                        [Enlarge/Download Table]

                                                        CLASS A SHARES                  CLASS B SHARES         
                                               ------------------------------   ------------------------------ 
                                                SIX MONTHS           YEAR        SIX MONTHS           YEAR     
                                                   ENDED             ENDED          ENDED            ENDED     
                                               NOVEMBER 30,         MAY 31,     NOVEMBER 30,        MAY 31,    
                                                   2002              2002           2002              2002     
                                               ------------      ------------   ------------      ------------ 
                                                                                                               
ING EQUITY AND BOND                                                                                            
 (NUMBER OF SHARES)                                                                                            
Shares sold                                         505,486         2,044,167        139,413           568,337 
Shares issued as reinvestment of dividends           40,260           169,074         10,345            53,496 
Shares redeemed                                    (957,886)       (2,107,628)      (595,766)         (688,620)
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares outstanding      (412,140)          105,613        446,008           (66,787)
                                               ============      ============   ============      ============ 
ING EQUITY AND BOND ($)                                                                                        
Shares sold                                    $  5,477,566      $ 25,609,560   $  1,643,681      $  7,552,484 
Shares issued as reinvestment of dividends          438,164         2,077,020        122,525           706,119 
Shares redeemed                                 (10,383,770)      (26,287,880)    (6,961,198)       (9,177,528)
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease)                        $ (4,468,040)     $  1,398,700   $ (5,194,992)     $   (918,925)
                                               ============      ============   ============      ============ 

                                                        CLASS C SHARES                  CLASS Q SHARES         
                                               ------------------------------   ------------------------------ 
                                                SIX MONTHS           YEAR        SIX MONTHS           YEAR     
                                                   ENDED             ENDED          ENDED            ENDED     
                                               NOVEMBER 30,         MAY 31,     NOVEMBER 30,        MAY 31,    
                                                   2002              2002           2002              2002     
                                               ------------      ------------   ------------      ------------ 
ING EQUITY AND BOND                                                                                            
 (NUMBER OF SHARES)                                                                                            
Shares sold                                          71,004           262,677          3,114             9,956 
Shares issued as reinvestment of dividends            7,589            38,349            165             1,271 
Shares redeemed                                    (235,143)         (518,494)        (2,527)          (23,460)
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease) in shares outstanding      (156,550)         (217,468)           752           (12,233)
                                               ============      ============   ============      ============ 
ING EQUITY AND BOND ($)                                                                                        
Shares sold                                    $    735,766      $  3,148,057   $     32,784      $    123,222 
Shares issued as reinvestment of dividends           79,705           452,175          1,772            15,488 
Shares redeemed                                  (2,442,476)       (6,149,939)       (26,930)         (288,266)
                                               ------------      ------------   ------------      ------------ 
Net increase (decrease)                        $ (1,627,005)     $ (2,549,707)  $      7,626      $   (149,556)
                                               ============      ============   ============      ============ 

                                                        CLASS T SHARES                                         
                                               ------------------------------                                  
                                                SIX MONTHS           YEAR                                      
                                                   ENDED             ENDED                                     
                                               NOVEMBER 30,         MAY 31,                                    
                                                   2002              2002                                      
                                               ------------      ------------                                  
ING EQUITY AND BOND                                                                                            
 (NUMBER OF SHARES)                                                                                            
Shares sold                                             666               325                                  
Shares issued as reinvestment of dividends            2,484            14,320                                  
Shares redeemed                                     (65,348)         (204,914)                                 
                                               ------------      ------------                                  
Net decrease in shares outstanding                  (62,198)         (190,269)                                 
                                               ============      ============                                  
ING EQUITY AND BOND ($)                                                                                        
Shares sold                                    $      7,881      $      4,282                                  
Shares issued as reinvestment of dividends           29,256           189,047                                  
Shares redeemed                                    (763,962)       (2,740,344)                                 
                                               ------------      ------------                                  
Net decrease                                   $   (726,825)     $ (2,547,015)                                 
                                               ============      ============                                  

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

                                                        [Enlarge/Download Table]

                                    CLASS B SHARES                   CLASS I SHARES                  
                                    --------------  -------------------------------------------------
                                        PERIOD         PERIOD              YEAR             YEAR     
                                         ENDED          ENDED             ENDED             ENDED    
                                     NOVEMBER 30,   NOVEMBER 30,       OCTOBER 31,       OCTOBER 31, 
                                      2002(1)(2)     2002(1)(3)       2002 (000)(3)     2001 (000)(3)
                                     ------------   ------------      ------------      -------------
                                                                                                     
ING REAL ESTATE                                                                                      
 (NUMBER OF SHARES)                                                                                  
Shares sold                                 5,793        312,557             3,286             1,658 
Shares redeemed                                --       (104,439)           (1,331)             (589)
                                     ------------   ------------      ------------      ------------ 
Net increase in shares outstanding          5,793      9,964,932             1,955             1,069 
                                     ============   ============      ============      ============ 
ING REAL ESTATE ($)                                                                                  
Shares sold                          $     57,933   $  3,223,492      $     34,808      $     16,836 
Shares redeemed                                --     (1,073,822)          (14,352)           (5,896)
                                     ------------   ------------      ------------      ------------ 
Net increase                         $     57,933   $ 98,770,679      $     20,456      $     10.940 
                                     ============   ============      ============      ============ 

----------                                                                      
(1)  The Fund changed its fiscal year end to May 31.                            
(2)  The Fund commenced operations on November 20, 2002.                        
(3)  Reflects history of a predecessor mutual fund (see Note 1).                

NOTE 10 -- WHEN ISSUED SECURITIES                                               

The Equity and Income Fund, at times, may purchase FNMA/GNMA certificates on a  
delayed delivery, forward or when-issued basis with payment and delivery often  
taking place a month or more after the initiation of the transaction. It is the 
Fund's policy to record when-issued FNMA/GNMA certificates (and the             
corresponding obligation to pay for the securities) at the time the purchase    
commitment becomes fixed -- generally on the trade date. It is also the Fund's  
policy to segregate assets to cover its commitments for when-issued securities  
on trade date.                                                                  

NOTE 11 -- REORGANIZATIONS                                                      

On May 17, 2002 certain Funds, as listed below (each an: "Acquiring Fund"),     
acquired the assets and certain liabilities of other Funds, also listed below   
(each an "Acquired Fund"), in a tax-free reorganization in exchange for shares  
of the Acquiring Fund, pursuant to a plan of reorganization approved by the     
Acquired Fund's shareholders. The number and value of shares issued by the      
Acquiring Fund are presented in Note 9 -- Capital Shares. Net assets and        
unrealized appreciation/(depreciation) as of the reorganization dates were as   
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                                                                     ACQUIRED FUND
    ACQUIRING                          ACQUIRED            TOTAL NET ASSETS OF  TOTAL NET ASSETS OF   UNREALIZED  
      FUND                               FUND                 ACQUIRED FUND        ACQUIRING FUND    APPRECIATION 
      ----                               ----                 -------------        --------------    ------------ 
                                                                                                                  
MidCap Opportunities Fund    Pilgrim MidCap Growth Fund        $217,968,703          $84,663,797      $20,262,576 
SmallCap Opportunities Fund  Pilgrim SmallCap Growth Fund       191,995,534          319,795,499       16,636,048 

The net assets of MidCap Opportunities Fund and SmallCap Opportunities after the
acquisition were approximately $302,632,500 and $511,791,033 respectively.      

NOTE 12 -- FEDERAL INCOME TAXES                                                 

Dividends paid by the Funds from net investment income and distributions of net 
realized short-term capital gains are, for federal income tax purposes, taxable 
as ordinary income to shareholders. The tax composition of dividends and        
distributions to shareholders for the six months ended November 30, 2002 was as 
follows:                                                                        

ORDINARY            
INCOME            
----------            
Large Company Value          $  381,781                                         
MagnaCap                        578,867                                         
MidCap Value                    567,626                                         
SmallCap Value                  354,275                                         
Convertible                   1,404,404                                         
Equity and Bond                 845,664                                         

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NOTES TO FINANCIAL STATEMENTS as of November 30, 2002 (Unaudited) (Continued) 
--------------------------------------------------------------------------------

The amount of distributions from net investment income and net realized capital 
gain are determined in accordance with federal income tax regulations, which may
differ from generally accepted accounting principles. These "book/tax"          
differences are either considered temporary or permanent in nature. Key         
differences are the treatment of short-term capital gains, foreign currency     
transactions, organization costs and other temporary differences. To the extent 
that these differences are permanent in nature, such amounts are reclassified   
within the capital accounts, presented on the Statements of Assets and          
Liabilities, based on their federal tax-basis treatment; temporary differences  
do not require reclassifications. To the extent distributions exceed net        
investment income and/or net realized capital gains for tax purposes, they are  
reported as distributions of paid-in capital.                                   

Capital loss carryforwards, which may be used to offset future realized capital 
gains for federal income tax purposes were as follows at May 31, 2002:          

                        AMOUNT          EXPIRATION DATES
                     ------------       ----------------
Growth + Value                   $443,996,279          2009 - 2011              
Growth Opportunities              407,063,615          2009 - 2011              
LargeCap Growth                   346,606,915          2008 - 2011              
MidCap Opportunities              146,381,726          2007 - 2010              
SmallCap Opportunities            251,007,652          2008 - 2011              
Research Enhanced Index            25,424,144          2008 - 2011              
Large Company Value                 7,488,459             2011                  
MagnaCap                            2,428,614             2011                  
Convertible                        97,587,259          2010 - 2011              
Equity and Bond                     3,553,889          2010 - 2011              

A portion of the amount of these losses may be limited in the future for        
LargeCap Growth, MidCap Opportunities, SmallCap Opportunities, Large Company    
Value, MagnaCap and Equity and Bond due to previous fund mergers.               

NOTE 13 -- SUBSEQUENT EVENTS                                                    

On December 10, 2002, ING Biotechnology Fund was liquidated pursuant to a Plan  
of Liquidation and Dissolution of Series adopted by the Board of Trustees of ING
Equity Trust on November 6, 2002.                                               

On January 7, 2003, the Board of Trustees of ING Funds approved a proposal to   
reorganize the ING Large Company Value Fund, "Disappearing Fund" into the ING   
MagnaCap Fund, "Surviving Fund" (the "Reorganization"). The proposed            
reorganization is subject to approval by shareholders of the Disappearing Fund. 
If shareholder approval is obtained, it is expected that the Reorganization     
would take place during the second quarter of 2003.                             

DIVIDENDS. Subsequent to November 30, 2002 the following Funds declared         
dividends from net investment income of:                                        

PER SHARE                             
               AMOUNT          PAYABLE DATE          RECORD DATE
               ------          ------------          -----------
CONVERTIBLE                                                                     
Class A              $ 0.0897      December 20, 2002      December 17, 2002     
Class B              $ 0.0636      December 20, 2002      December 17, 2002     
Class C              $ 0.0680      December 20, 2002      December 17, 2002     
Class Q              $ 0.0957      December 20, 2002      December 17, 2002     

EQUITY AND BOND                                                                 
Class A              $ 0.0691      December 20, 2002      December 17, 2002     
Class B              $ 0.0485      December 20, 2002      December 17, 2002     
Class C              $ 0.0578      December 20, 2002      December 17, 2002     
Class Q              $ 0.0714      December 20, 2002      December 17, 2002     
Class T              $ 0.0564      December 20, 2002      December 17, 2002     

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ING                                                                             
Growth +                                                                        
Value                                                                           
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 98.99%                                                            
AGRICULTURE: 1.68%                    
   163,500          Bunge Ltd.                                       4,013,925
                                                                  ------------
                                                                     4,013,925
                                                                  ------------
APPAREL: 4.11%                        
   177,200    @     Coach, Inc.                                      6,028,344
    86,800    @     Columbia Sportswear Co.                          3,833,001
                                                                  ------------
                                                                     9,861,345
                                                                  ------------
BANKS: 2.43%                          
   140,600          UCBH Holdings, Inc.                              5,813,810
                                                                  ------------
                                                                     5,813,810
                                                                  ------------
COMMERCIAL SERVICES: 5.37%            
    86,800    @     Apollo Group, Inc.                               3,580,500
    91,900    @     Corinthian Colleges, Inc.                        3,587,776
   139,100    @     FTI Consulting, Inc.                             5,704,491
                                                                  ------------
                                                                    12,872,767
                                                                  ------------
COMPUTERS: 13.76%                     
    77,200    @     CACI Intl., Inc.                                 2,941,320
   104,800    @     Cognizant Technology Solutions Corp.             7,481,672
   399,000    @     Fidelity National Information Solutions, Inc.    7,964,040
    72,900    @     Imation Corp.                                    3,000,564
   208,700    @     Intergraph Corp.                                 3,777,470
   388,500    @     Neoware Systems, Inc.                            7,832,160
                                                                  ------------
                                                                    32,997,226
                                                                  ------------
ELECTRICAL COMPONENTS &               
EQUIPMENT: 2.19%                      
   177,100    @     Energizer Holdings, Inc.                         5,243,931
                                                                  ------------
                                                                     5,243,931
                                                                  ------------
ELECTRONICS: 1.98%                    
   156,400    @     Dionex Corp.                                     4,742,048
                                                                  ------------
                                                                     4,742,048
                                                                  ------------
ENTERTAINMENT: 1.78%                  
   230,500    @     Penn National Gaming, Inc.                       4,275,775
                                                                  ------------
                                                                     4,275,775
                                                                  ------------
FOOD: 1.41%                           
   147,500   @@     Fresh Del Monte Produce                          3,377,750
                                                                  ------------
                                                                     3,377,750
                                                                  ------------
HEALTHCARE-PRODUCTS: 1.31%            
   138,300    @     Steris Corp.                                     3,143,559
                                                                  ------------
                                                                     3,143,559
                                                                  ------------
HEALTHCARE-SERVICES: 1.70%            
   365,900    @     Sierra Health Services                           4,076,126
                                                                  ------------
                                                                     4,076,126
                                                                  ------------
HOME BUILDERS: 1.15%                  
     8,360    @     NVR, Inc.                                        2,767,160
                                                                  ------------
                                                                     2,767,160
                                                                  ------------
HOME FURNISHINGS: 3.40%               
   130,800          Harman Intl. Industries, Inc.                    8,161,920
                                                                  ------------
                                                                     8,161,920
                                                                  ------------
INTERNET: 11.98%                      
   320,200    @     Amazon.Com, Inc.                                 7,476,670
   265,900    @     eSpeed, Inc.                                     4,001,795
   169,300    @     j2 Global Communications, Inc.                   3,751,519
   117,100    @     Symantec Corp.                                   5,120,783
   525,700    @     United Online, Inc.                              8,374,401
                                                                  ------------
                                                                    28,725,168
                                                                  ------------
LEISURE TIME: 2.69%                   
   168,800          Thor Industries, Inc.                            6,448,160
                                                                  ------------
                                                                     6,448,160
                                                                  ------------
MACHINERY-DIVERSIFIED: 1.77%          
    66,100    @     Zebra Technologies Corp.                         4,243,620
                                                                  ------------
                                                                     4,243,620
                                                                  ------------
MEDIA: 5.58%                          
   370,400          Belo Corp.                                       8,589,576
   110,000          Meredith Corp.                                   4,797,100
                                                                  ------------
                                                                    13,386,676
                                                                  ------------
METAL FABRICATE/HARDWARE: 2.85%       
   387,400          Worthington Industries                           6,825,988
                                                                  ------------
                                                                     6,825,988
                                                                  ------------
MISCELLANEOUS MANUFACTURING: 1.26%    
    50,300          ITT Industries, Inc.                             3,032,084
                                                                  ------------
                                                                     3,032,084
                                                                  ------------
OIL & GAS: 4.40%                      
   176,900          Pogo Producing Co.                               6,306,485
   176,900          XTO Energy, Inc.                                 4,236,755
                                                                  ------------
                                                                    10,543,240
                                                                  ------------
RETAIL: 8.86%                         
   535,800    @     Petsmart, Inc.                                   9,885,510
   272,100          Regis Corp.                                      7,077,321
   227,600    @     Sharper Image Corp.                              4,276,604
                                                                  ------------
                                                                    21,239,435
                                                                  ------------
SEMICONDUCTORS: 1.53%                 
   157,900    @     Integrated Circuit Systems, Inc.                 3,675,912
                                                                  ------------
                                                                     3,675,912
                                                                  ------------
SOFTWARE: 13.88%                      
   116,000    @     Electronic Arts, Inc.                            7,871,760
   152,300    @     Intuit, Inc.                                     8,215,062
   485,300    @     Pinnacle Systems, Inc.                           6,857,289
   108,000    @     Pixar, Inc.                                      6,235,920
   136,600    @     Take-Two Interactive Softwar                     4,088,438
                                                                  ------------
                                                                    33,268,469
                                                                  ------------
TELECOMMUNICATIONS: 1.92%             
   252,500    @     Interdigital Communications Corp.                4,608,125
                                                                  ------------
                                                                     4,608,125
                                                                  ------------
                    Total Common Stock (Cost $224,148,907)         237,344,219
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
Growth +                                                                        
Value                                                                           
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $224,148,907)*              98.99%    $237,344,219
                    OTHER ASSETS AND LIABILITIES-NET     1.01%       2,428,999
                                                       ------     ------------
                    NET ASSETS                         100.00%    $239,773,218
                                                       ======     ============

@    Non-income producing security                                              
@@   Foreign Issuer                                                             
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized appreciation consists of:                    

                    Gross Unrealized Appreciation                 $ 21,758,896
                     Gross Unrealized Depreciation                   (8,563,584)
                                                                  ------------
                    Net Unrealized Appreciation                   $ 13,195,312
                                                                  ============

See Accompanying Notes to Financial Statements

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ING Growth                                                                      
Opportunities                                                                   
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 100.13%                                                           
AIRLINES: 1.35%                       
    63,800   @,@@   Ryanair Holdings PLC ADR                      $  2,795,078
                                                                  ------------
                                                                     2,795,078
                                                                  ------------
APPAREL: 4.53%                        
   132,300    @     Coach, Inc.                                      4,500,846
   166,700    @     Gymboree Corp.                                   3,384,010
    63,300    @     Polo Ralph Lauren Corp.                          1,502,109
                                                                  ------------
                                                                     9,386,965
                                                                  ------------
BIOTECHNOLOGY: 2.16%                  
   201,700    @     Exact Sciences Corp.                             2,464,774
    26,000    @     InterMune, Inc.                                    793,780
    94,300    @     Telik, Inc.                                      1,217,413
                                                                  ------------
                                                                     4,475,967
                                                                  ------------
CHEMICALS: 0.99%                      
    34,000    @     Cabot Microelectronics Corp.                     2,051,900
                                                                  ------------
                                                                     2,051,900
                                                                  ------------
COMMERCIAL SERVICES: 2.82%            
    51,600    @     Corinthian Colleges, Inc.                        2,014,464
    86,400    @     University of Phoenix Online                     3,036,874
    17,700    @     Weight Watchers Intl., Inc.                        800,925
                                                                  ------------
                                                                     5,852,263
                                                                  ------------
COMPUTERS: 5.99%                      
    16,800    @     Cognizant Technology Solutions Corp.             1,199,352
    24,200    @     Imation Corp.                                      996,072
    33,300          International Business Machines Corp.            2,900,430
    63,700    @     Lexmark Intl., Inc.                              4,213,118
    94,800    @     NetScreen Technologies, Inc.                     1,635,300
   106,200    @     Network Appliance, Inc.                          1,472,994
                                                                  ------------
                                                                    12,417,266
                                                                  ------------
DISTRIBUTION/WHOLESALE: 1.01%         
    68,000    @     Tech Data Corp.                                  2,086,240
                                                                  ------------
                                                                     2,086,240
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICE: 1.44%  
    37,800          Goldman Sachs Group, Inc.                        2,981,286
                                                                  ------------
                                                                     2,981,286
                                                                  ------------
  ELECTRICAL COMPONENTS & EQUIPMENT: 0.68%
    48,600    @     Wilson Greatbatch Technologies, Inc.             1,409,400
                                                                  ------------
                                                                     1,409,400
                                                                  ------------
ELECTRONICS: 3.02%                    
    54,000    @     Cymer, Inc.                                      1,961,874
    94,500   @,@@   Flextronics Intl. Ltd.                           1,040,445
    44,400          Parker Hannifin Corp.                            2,073,036
    44,000    @     Waters Corp.                                     1,179,200
                                                                  ------------
                                                                     6,254,555
                                                                  ------------
ENTERTAINMENT: 1.83%                  
    49,300    @     International Game Technology                    3,801,030
                                                                  ------------
                                                                     3,801,030
                                                                  ------------
FOOD: 1.07%                           
    41,700    @     Whole Foods Market, Inc.                         2,216,355
                                                                  ------------
                                                                     2,216,355
                                                                  ------------
HEALTHCARE-PRODUCTS: 2.37%            
   100,100    @     Boston Scientific Corp.                          4,204,200
    19,000    @     Zimmer Holdings, Inc.                              715,160
                                                                  ------------
                                                                     4,919,360
                                                                  ------------
HEALTHCARE-SERVICES: 3.22%            
    46,500    A     Aetna, Inc.                                      1,755,375
   105,100    @     Covance, Inc.                                    2,356,342
    63,000    @     Pediatrix Medical Group, Inc.                    2,559,060
                                                                  ------------
                                                                     6,670,777
                                                                  ------------
INSURANCE: 0.96%                      
    22,700    @@    RenaissanceRe Holdings Ltd.                        925,025
    27,000          WR Berkley Corp.                                 1,066,500
                                                                  ------------
                                                                     1,991,525
                                                                  ------------
INTERNET: 4.85%                       
   128,200    @     Amazon.Com, Inc.                                 2,993,470
    30,400    @     eBay, Inc.                                       2,096,080
    36,600    @     Symantec Corp.                                   1,600,518
    69,300    @     United Online, Inc.                              1,103,949
   124,100    @     Yahoo, Inc.                                      2,267,307
                                                                  ------------
                                                                    10,061,324
                                                                  ------------
LEISURE TIME: 0.84%                   
    24,000    @     Hotels.com                                       1,747,680
                                                                  ------------
                                                                     1,747,680
                                                                  ------------
MACHINERY-DIVERSIFIED: 1.06%          
    49,000          AGCO Corp.                                       1,182,860
    15,800    @     Zebra Technologies Corp.                         1,014,360
                                                                  ------------
                                                                     2,197,220
                                                                  ------------
MEDIA: 3.21%                          
   215,500    @     AOL Time Warner, Inc.                            3,527,735
    66,000    @     Cablevision Systems Corp.                        1,116,060
    66,400    @     COX Communications, Inc.                         2,010,592
                                                                  ------------
                                                                     6,654,387
                                                                  ------------
MISCELLANEOUS MANUFACTURING: 2.22%    
    15,600          3M Co.                                           2,025,660
   144,500    @@    Tyco Intl. Ltd.                                  2,577,880
                                                                  ------------
                                                                     4,603,540
                                                                  ------------
OIL & GAS: 5.72%                      
    86,700   @,@@   Nabors Industries Ltd.                           3,069,180
    41,300          Noble Energy, Inc.                               1,528,513
    55,900   @,@@   Precision Drilling Corp.                         1,945,320
    78,900    @     Pride Intl., Inc.                                1,103,022
   176,300          XTO Energy, Inc.                                 4,222,385
                                                                  ------------
                                                                    11,868,420
                                                                  ------------
OIL & GAS SERVICES: 2.16%             
   118,200          Halliburton Co.                                  2,482,200
    58,600    @     Smith Intl., Inc.                                1,992,400
                                                                  ------------
                                                                     4,474,600
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING Growth                                                                      
Opportunities                                                                   
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
PACKAGING & CONTAINERS: 0.50%         
    71,800    @     Smurfit-Stone Container Corp.                 $  1,046,844
                                                                  ------------
                                                                     1,046,844
                                                                  ------------
PHARMACEUTICALS: 9.89%                
    90,900    @     American Pharmaceutical Partners, Inc.           1,837,089
   110,300    @     Amylin Pharmaceuticals, Inc.                     1,902,675
    17,000    @     Cephalon, Inc.                                     931,600
    36,600          Eli Lilly & Co.                                  2,499,780
    29,900    @     Forest Laboratories, Inc.                        3,209,167
    28,000    @     Gilead Sciences, Inc.                            1,105,440
    41,700    @     Neurocrine Biosciences, Inc.                     1,921,536
    35,500    @     NPS Pharmaceuticals, Inc.                        1,049,380
    52,200    @     Scios, Inc.                                      1,714,248
    42,600   @,@@   Taro Pharmaceuticals Industries                  1,672,476
    88,600    @     Watson Pharmaceuticals, Inc.                     2,657,114
                                                                  ------------
                                                                    20,500,505
                                                                  ------------
RETAIL: 9.02%                         
    53,800    @     American Eagle Outfitters                        1,028,656
    99,700    @     Chico's FAS, Inc.                                2,241,256
   236,300          Gap, Inc.                                        3,754,807
    49,300    @     Linens 'N Things, Inc.                           1,226,091
    49,400          Nordstrom, Inc.                                    988,000
    83,900    @     Pacific Sunwear of California                    2,225,028
    81,900    @     Petsmart, Inc.                                   1,511,055
   218,000    @     Staples, Inc.                                    4,207,400
    77,200          TJX Cos., Inc.                                   1,510,804
                                                                  ------------
                                                                    18,693,097
                                                                  ------------
SEMICONDUCTORS: 13.89%                
   318,300    @     Altera Corp.                                     4,624,899
    51,900    @     Cree, Inc.                                       1,227,954
    96,800    @     Emulex Corp.                                     2,336,752
   157,300    @     Fairchild Semiconductor Intl., Inc.              2,408,263
    91,500    @     Integrated Circuit Systems, Inc.                 2,130,120
   212,700    @     Lam Research Corp.                               3,454,248
    75,000          Linear Technology Corp.                          2,492,250
    66,000   @,@@   Marvell Technology Group Ltd.                    1,494,240
    68,300    @     QLogic Corp.                                     2,966,952
   195,200    @     Skyworks Solutions, Inc.                         2,352,160
   201,600    @     Teradyne, Inc.                                   3,304,224
                                                                  ------------
                                                                    28,792,062
                                                                  ------------
SOFTWARE: 5.91%                       
    74,300    @     Borland Software Corp.                             982,989
    30,500    @     Electronic Arts, Inc.                            2,069,730
    36,400    @     Hyperion Solutions Corp.                         1,014,468
    37,200    @     Intuit, Inc.                                     2,006,568
    72,100    @     Mercury Interactive Corp.                        2,413,908
    64,000    @     Peoplesoft, Inc.                                 1,256,960
    99,800    @     Pinnacle Systems, Inc.                           1,410,174
    18,900    @     Pixar, Inc.                                      1,091,286
                                                                  ------------
                                                                    12,246,083
                                                                  ------------
TELECOMMUNICATIONS: 5.21%             
   394,500    @     AT&T Wireless Services, Inc.                     2,978,475
   239,600    @     Nextel Communications, Inc.                      3,294,500
   168,900    @     RF Micro Devices, Inc.                           2,058,891
    21,300    @     Utstarcom, Inc.                                    437,715
    48,700          Verizon Communications, Inc.                     2,039,556
                                                                  ------------
                                                                    10,809,137
                                                                  ------------
TRANSPORTATION: 2.21%                 
    52,100    @     Arkansas Best Corp.                              1,522,414
    25,000          Roadway Corp.                                      999,500
    69,200    @     Yellow Corp.                                     2,056,624
                                                                  ------------
                                                                     4,578,538
                                                                  ------------
                    Total Common Stock (Cost $188,550,079)         207,583,404
                                                                  ------------
Principal                                                                       
Amount                                                                 Value    
--------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS: 2.56%                                                   
REPURCHASE AGREEMENT: 2.56%           
$ 5,317,000          State Street Repurchase Agreement                          
dated 11/29/02, 1.150%, due       
12/02/02, $5,317,510 to be        
received upon  repurchase         
(Collateralized by $5,430,000     
U.S. Treasury Bonds, 0.000%,      
Market Value $5,424,907, due      
                      12/26/02)                                      5,317,000
                                                                  ------------
Total Short-Term Investments          
                      (Cost $5,317,000)                              5,317,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $193,867,079)*             102.69%    $212,900,404
                     OTHER ASSETS AND LIABILITIES-NET    -2.69%      (5,586,285)
                                                       ------     ------------
                    NET ASSETS                         100.00%    $207,314,119
                                                       ======     ============
@    Non-income producing security                                              
@@   Foreign Issuer                                                             
A    Related Party                                                              
ADR  American Depository Receipt                                                
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized appreciation consists of:                    

                    Gross Unrealized Appreciation                 $ 23,611,765
                     Gross Unrealized Depreciation                   (4,578,440)
                                                                  ------------
                    Net Unrealized Appreciation                   $ 19,033,325
                                                                  ============

See Accompanying Notes to Financial Statements

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ING                                                                             
LargeCap                                                                        
Growth                                                                          
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 97.14%                                                            
AEROSPACE/DEFENSE: 0.47%              
     9,300          Northrop Grumman Corp.                        $    901,263
                                                                  ------------
                                                                       901,263
                                                                  ------------
BIOTECHNOLOGY: 2.36%                  
    95,600    @     Amgen, Inc.                                      4,512,320
                                                                  ------------
                                                                     4,512,320
                                                                  ------------
COMPUTERS: 12.67%                     
   202,300    @     Dell Computer Corp.                              5,779,711
   436,300    @     EMC Corp.-Mass.                                  3,163,175
   166,700          Hewlett-Packard Co.                              3,247,316
    93,300          International Business Machines Corp.            8,126,430
    59,300    @     Lexmark Intl., Inc.                              3,922,102
                                                                  ------------
                                                                    24,238,734
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 9.30% 
   121,900          American Express Co.                             4,745,567
   178,900          Citigroup, Inc.                                  6,955,632
    52,300          Goldman Sachs Group, Inc.                        4,124,901
    45,400          Merrill Lynch & Co., Inc.                        1,974,900
                                                                  ------------
                                                                    17,801,000
                                                                  ------------
HEALTHCARE-PRODUCTS: 8.38%            
   164,700    @     Boston Scientific Corp.                          6,917,400
    30,500          Johnson & Johnson                                1,739,110
    65,100          Medtronic, Inc.                                  3,043,425
    44,300          Stryker Corp.                                    2,739,955
    42,500    @     Zimmer Holdings, Inc.                            1,599,700
                                                                  ------------
                                                                    16,039,590
                                                                  ------------
HEALTHCARE-SERVICES: 1.04%            
    77,100    @     WellChoice, Inc.                                 1,993,035
                                                                  ------------
                                                                     1,993,035
                                                                  ------------
INSURANCE: 0.94%                      
    46,000          Allstate Corp.                                   1,795,380
                                                                  ------------
                                                                     1,795,380
                                                                  ------------
INTERNET: 5.32%                       
   237,400    @     Amazon.Com, Inc.                                 5,543,290
    52,300    @     eBay, Inc.                                       3,606,085
    56,900    @     Yahoo, Inc.                                      1,039,563
                                                                  ------------
                                                                    10,188,938
                                                                  ------------
MACHINERY-DIVERSIFIED: 0.75%          
    28,100          Deere & Co.                                      1,437,315
                                                                  ------------
                                                                     1,437,315
                                                                  ------------
MEDIA: 5.80%                          
   355,200    @     AOL Time Warner, Inc.                            5,814,624
    31,671    @     Comcast Corp.                                      742,360
    91,500    @     COX Communications, Inc.                         2,770,620
    38,500          Tribune Co.                                      1,763,300
                                                                  ------------
                                                                    11,090,904
                                                                  ------------
MISCELLANEOUS MANUFACTURING: 2.77%    
    25,700          3M Co.                                           3,337,145
   110,400   @@     Tyco Intl. Ltd.                                  1,969,536
                                                                  ------------
                                                                     5,306,681
                                                                  ------------
OIL & GAS SERVICES: 3.54%             
   135,700          Baker Hughes, Inc.                               4,442,818
   111,200          Halliburton Co.                                  2,335,200
                                                                  ------------
                                                                     6,778,018
                                                                  ------------
PHARMACEUTICALS: 9.14%                
    43,500          Eli Lilly & Co.                                  2,971,050
    62,600    @     Forest Laboratories, Inc.                        6,718,858
    63,000          Merck & Co., Inc.                                3,742,830
   128,400          Pfizer, Inc.                                     4,049,736
                                                                  ------------
                                                                    17,482,474
                                                                  ------------
RETAIL: 5.93%                         
    28,400    @     Autozone, Inc.                                   2,320,280
   294,500          Gap, Inc.                                        4,679,605
    30,800    @     Kohl's Corp.                                     2,109,800
   115,900    @     Staples, Inc.                                    2,236,870
                                                                  ------------
                                                                    11,346,555
                                                                  ------------
SEMICONDUCTORS: 7.05%                 
    40,400          Intel Corp.                                      5,019,552
   148,000          Linear Technology Corp.                          4,918,040
    98,000    @     Novellus Systems, Inc.                           3,556,420
                                                                  ------------
                                                                    13,494,012
                                                                  ------------
SOFTWARE: 6.99%                       
    64,900    @     Electronic Arts, Inc.                            4,404,114
    58,200    @     Intuit, Inc.                                     3,139,308
    66,700    @     Microsoft Corp.                                  3,856,594
   162,600    @     Oracle Corp.                                     1,975,590
                                                                  ------------
                                                                    13,375,606
                                                                  ------------
TELECOMMUNICATIONS: 12.52%            
    34,380          AT&T Corp.                                         964,015
   351,300    @     AT&T Wireless Services, Inc.                     2,652,315
   329,500    @     Cisco Systems, Inc.                              4,916,140
   149,200    @     Nextel Communications, Inc.                      2,051,500
   313,800   @@     Nokia OYJ ADR                                    6,028,098
   107,500    @     Qualcomm, Inc.                                   4,431,150
    69,700          Verizon Communications, Inc.                     2,919,036
                                                                  ------------
                                                                    23,962,254
                                                                  ------------
TRANSPORTATION: 2.17%                 
    79,100          FedEx Corp.                                      4,158,287
                                                                  ------------
                                                                     4,158,287
                                                                  ------------
                    Total Common Stock (Cost $163,378,919)         185,902,366
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
LargeCap                                                                        
Growth                                                                          
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS: 0.76%                                                   
REPURCHASE AGREEMENT: 0.76%           
$ 1,446,000          State Street Repurchase Agreement                          
dated 11/29/02, 1.150%, due       
12/02/02, $1,446,139 to be        
received upon repurchase          
(Collateralized by $1,055,000     
U.S. Treasury Bonds, 8.750%,      
Market Value $1,474,965, due      
                      05/15/17)                                   $  1,446,000
                                                                  ------------
Total Short-Term Investments          
                      (Cost $1,446,000)                              1,446,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $164,824,919)*              97.90%    $187,348,366
                    OTHER ASSETS AND LIABILITIES-NET     2.10%       4,016,091
                                                       ------     ------------
                    NET ASSETS                         100.00%    $191,364,457
                                                       ======     ============

@    Non-income producing security                                              
@@   Foreign Issuer                                                             
ADR  American Depository Receipt                                                
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized appreciation consists of:                    

                    Gross Unrealized Appreciation                 $ 23,552,165
                     Gross Unrealized Depreciation                   (1,028,718)
                                                                  ------------
                    Net Unrealized Appreciation                   $ 22,523,447
                                                                  ============

See Accompanying Notes to Financial Statements

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ING                                                                             
MidCap                                                                          
Opportunities                                                                   
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 98.20%                                                            
AEROSPACE/DEFENSE: 0.71%              
    13,600          Northrop Grumman Corp.                        $  1,317,976
                                                                  ------------
                                                                     1,317,976
                                                                  ------------
AIRLINES: 3.24%                       
   220,400          Delta Air Lines, Inc.                            2,975,400
    69,400  @,@@    Ryanair Holdings PLC ADR                         3,040,414
                                                                  ------------
                                                                     6,015,814
                                                                  ------------
APPAREL: 4.90%                        
   135,100    @     Coach, Inc.                                      4,596,102
    56,800          Liz Claiborne, Inc.                              1,828,960
   113,000    @     Polo Ralph Lauren Corp.                          2,681,490
                                                                  ------------
                                                                     9,106,552
                                                                  ------------
BANKS: 0.29%                          
    11,900          Commerce BanCorp., Inc.                            544,425
                                                                  ------------
                                                                       544,425
                                                                  ------------
BIOTECHNOLOGY: 1.25%                  
    70,900    @     Genzyme Corp.Genl Division                       2,325,520
                                                                  ------------
                                                                     2,325,520
                                                                  ------------
CHEMICALS: 0.99%                      
    30,500    @     Cabot Microelectronics Corp.                     1,840,675
                                                                  ------------
                                                                     1,840,675
                                                                  ------------
COMMERCIAL SERVICES: 2.95%            
   136,300    @     University of Phoenix Online                     4,790,809
    15,200    @     Weight Watchers Intl., Inc.                        687,800
                                                                  ------------
                                                                     5,478,609
                                                                  ------------
COMPUTERS: 4.73%                      
    57,500    @     Lexmark Intl., Inc.                              3,803,050
   358,600    @     Network Appliance, Inc.                          4,973,782
                                                                  ------------
                                                                     8,776,832
                                                                  ------------
DISTRIBUTION/WHOLESALE: 1.01%         
    61,000    @     Tech Data Corp.                                  1,871,480
                                                                  ------------
                                                                     1,871,480
                                                                  ------------
ELECTRONICS: 5.79%                    
   115,100          Applera Corp. Applied Biosystems Group           2,516,086
    81,100          Parker Hannifin Corp.                            3,786,559
   276,000          Symbol Technologies, Inc.                        2,840,040
    60,000    @     Waters Corp.                                     1,608,000
                                                                  ------------
                                                                    10,750,685
                                                                  ------------
ENTERTAINMENT: 2.18%                  
    52,600    @     International Game Technology                    4,055,460
                                                                  ------------
                                                                     4,055,460
                                                                  ------------
ENVIRONMENTAL CONTROL: 1.68%          
   291,700    @     Allied Waste Industries, Inc.                    3,115,356
                                                                  ------------
                                                                     3,115,356
                                                                  ------------
FOOD: 1.16%                           
    40,600    @     Whole Foods Market, Inc.                         2,157,890
                                                                  ------------
                                                                     2,157,890
                                                                  ------------
HEALTHCARESERVICES: 0.86%             
    42,500    A     Aetna, Inc.                                      1,604,375
                                                                  ------------
                                                                     1,604,375
                                                                  ------------
INSURANCE: 2.90%                      
    22,300   @@     RenaissanceRe Holdings Ltd.                        908,725
    25,800          Safeco Corp.                                       933,702
    89,600          WR Berkley Corp.                                 3,539,200
                                                                  ------------
                                                                     5,381,627
                                                                  ------------
INTERNET: 5.08%                       
   121,300    @     Amazon.Com, Inc.                                 2,832,355
    74,500    @     Symantec Corp.                                   3,257,885
   183,600    @     Yahoo, Inc.                                      3,354,372
                                                                  ------------
                                                                     9,444,612
                                                                  ------------
LEISURE TIME: 1.35%                   
    34,400    @     Hotels.com                                       2,505,008
                                                                  ------------
                                                                     2,505,008
                                                                  ------------
MACHINERY-DIVERSIFIED: 0.96%          
    27,900    @     Zebra Technologies Corp.                         1,791,180
                                                                  ------------
                                                                     1,791,180
                                                                  ------------
MEDIA: 5.06%                          
   136,000    @     Cablevision Systems Corp.                        2,299,760
    34,900          Scripps Co. (E.W.)                               2,766,872
    89,500    @     Univision Communications, Inc.                   2,876,530
    37,300    @     Westwood One, Inc.                               1,449,851
                                                                  ------------
                                                                     9,393,013
                                                                  ------------
OIL & GAS: 3.99%                      
    72,600  @,@@    Nabors Industries Ltd.                           2,570,040
    37,800          Noble Energy, Inc.                               1,398,978
    65,000    @     Pride Intl., Inc.                                  908,700
   105,900          XTO Energy, Inc.                                 2,536,305
                                                                  ------------
                                                                     7,414,023
                                                                  ------------
OIL & GAS SERVICES: 3.69%             
   198,900          Halliburton Co.                                  4,176,900
    78,900    @     Smith Intl., Inc.                                2,682,600
                                                                  ------------
                                                                     6,859,500
                                                                  ------------
PACKAGING & CONTAINERS: 0.82%         
   103,900    @     Smurfit-Stone Container Corp.                    1,514,862
                                                                  ------------
                                                                     1,514,862
                                                                  ------------
PHARMACEUTICALS: 8.98%                
   111,900    @     Celgene Corp.                                    2,752,740
    47,000    @     Cephalon, Inc.                                   2,575,600
    94,800    @     Gilead Sciences, Inc.                            3,742,704
    52,300   @@     Teva Pharmaceutical Industries ADR               4,134,838
   115,900    @     Watson Pharmaceuticals, Inc.                     3,475,841
                                                                  ------------
                                                                    16,681,723
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
MidCap                                                                          
Opportunities                                                                   
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
RETAIL: 5.71%                         
   129,800    @     Chico's FAS, Inc.                             $  2,917,904
    44,000          Nordstrom, Inc.                                    880,000
    47,400    @     Petsmart, Inc.                                     874,530
   115,000          Pier 1 Imports, Inc.                             2,243,650
   191,100    @     Staples, Inc.                                    3,688,230
                                                                  ------------
                                                                    10,604,314
                                                                  ------------
SEMICONDUCTORS: 14.57%                
   290,100    @     Altera Corp.                                     4,215,153
   210,800    @     Fairchild Semiconductor Intl., Inc.              3,227,348
   196,400    @     Intersil Corp.                                   3,395,756
   192,100    @     Lam Research Corp.                               3,119,704
   376,100    @     LSI Logic Corp.                                  3,117,869
   120,000  @,@@    Marvell Technology Group Ltd.                    2,716,800
    59,800    @     QLogic Corp.                                     2,597,712
   284,900    @     Teradyne, Inc.                                   4,669,511
                                                                  ------------
                                                                    27,059,853
                                                                  ------------
SOFTWARE: 6.63%                       
    74,800    @     BMC Software, Inc.                               1,338,920
    27,100    @     Electronic Arts, Inc.                            1,839,006
    33,600    @     Intuit, Inc.                                     1,812,384
    64,500    @     Mercury Interactive Corp.                        2,159,460
    69,200    @     Peoplesoft, Inc.                                 1,359,088
    66,000    @     Pixar, Inc.                                      3,810,840
                                                                  ------------
                                                                    12,319,698
                                                                  ------------
TELECOMMUNICATIONS: 4.60%             
    76,200    @     Comverse Technology, Inc.                          923,544
   187,300    @     Nextel Communications, Inc.                      2,575,375
   147,700    @     RF Micro Devices, Inc.                           1,800,463
   157,700    @     Utstarcom, Inc.                                  3,240,735
                                                                  ------------
                                                                     8,540,117
                                                                  ------------
TRANSPORTATION: 2.12%                 
    34,450    @     SCS Transportation, Inc.                           302,126
   122,400    @     Yellow Corp.                                     3,637,728
                                                                  ------------
                                                                     3,939,854
                                                                  ------------
                    Total Common Stock (Cost $163,089,282)         182,411,033
                                                                  ------------
Principal                                                                       
Amount                                                                 Value    
--------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS: 5.24%                                                   
REPURCHASE AGREEMENT: 5.24%           
$ 9,733,000   @@     State Street Repurchase Agreement                          
dated 11/29/02, 1.150%, due       
12/02/02, $9,733,933 to be        
received upon repurchase          
(Collateralized by $9,690,000     
U.S. Treasury Notes, 3.000%,      
Market Value $9,932,250, due      
                      01/31/04)                                   $  9,733,000
                                                                  ------------
Total Short-Term Investments          
                      (Cost $9,733,000)                              9,733,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $172,822,282)*             103.44%    $192,144,033
                     OTHER ASSETS AND LIABILITIES NET     3.44%      (6,397,330)
                                                       ------     ------------
                    NET ASSETS                         100.00%    $185,746,703
                                                       ======     ============
@    Nonincome producing security                                               
@@   Foreign Issuer                                                             
A    Related Party                                                              
ADR  American Depository Receipt                                                
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized appreciation consists of:                    

                    Gross Unrealized Appreciation                 $ 22,059,907
                     Gross Unrealized Depreciation                   (2,738,156)
                                                                  ------------
                    Net Unrealized Appreciation                   $ 19,321,751
                                                                  ============

See Accompanying Notes to Financial Statements

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ING                                                                             
SmallCap                                                                        
Opportunities                                                                   
Fund                                                                            

PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 100.19%                                                           
ADVERTISING: 1.07%                    
   116,300    @     Getty Images, Inc.                            $  3,473,881
                                                                  ------------
                                                                     3,473,881
                                                                  ------------
APPAREL: 2.62%                        
   293,400    @     Gymboree Corp.                                   5,956,020
    94,600    @     Quiksilver, Inc.                                 2,592,040
                                                                  ------------
                                                                     8,548,060
                                                                  ------------
BIOTECHNOLOGY: 3.69%                  
    59,700    @     Affymetrix, Inc.                                 1,617,870
   319,800    @     Exact Sciences Corp.                             3,907,956
    84,600    @     ICOS Corp.                                       2,685,204
    60,400    @     InterMune, Inc.                                  1,844,012
   151,600    @     Telik, Inc.                                      1,957,156
                                                                  ------------
                                                                    12,012,198
                                                                  ------------
CHEMICALS: 0.99%                      
    53,600    @     Cabot Microelectronics Corp.                     3,234,760
                                                                  ------------
                                                                     3,234,760
                                                                  ------------
COMMERCIAL SERVICES: 1.64%            
   136,700    @     Corinthian Colleges, Inc.                        5,336,768
                                                                  ------------
                                                                     5,336,768
                                                                  ------------
COMPUTERS: 11.23%                     
    37,300    @     CACI International, Inc.                         1,421,130
    74,600    @     Cognizant Technology Solutions Corp.             5,325,694
   123,300    @     Electronics for Imaging                          2,181,177
    60,500    @     Hutchinson Technology, Inc.                      1,642,575
   124,200    @     Imation Corp.                                    5,112,072
    94,700    @     Kronos, Inc.                                     4,302,316
   178,100    @     Manhattan Associates, Inc.                       5,346,562
   244,700    @     NetScreen Technologies, Inc.                     4,221,075
    74,400    @     Pec Solutions, Inc.                              2,759,496
   153,400    @     Sandisk Corp.                                    4,256,850
                                                                  ------------
                                                                    36,568,947
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 0.98% 
   181,100    @     Portfolio Recovery Associates, Inc.              3,185,549
                                                                  ------------
                                                                     3,185,549
                                                                  ------------
  ELECTRICAL COMPONENTS & EQUIPMENT: 1.12%
   125,800    @     Wilson Greatbatch Technologies, Inc.             3,648,200
                                                                  ------------
                                                                     3,648,200
                                                                  ------------
ELECTRONICS: 2.05%                    
   125,700    @     Cymer, Inc.                                      4,566,807
   206,100          Symbol Technologies, Inc.                        2,120,769
                                                                  ------------
                                                                     6,687,576
                                                                  ------------
ENTERTAINMENT: 2.15%                  
   190,100    @     Alliance Gaming Corp.                            3,288,730
   199,900    @     Macrovision Corp.                                3,728,135
                                                                  ------------
                                                                     7,016,865
                                                                  ------------
HEALTHCARE-PRODUCTS: 3.21%            
   163,600    @     Cepheid, Inc.                                      999,596
    87,600          Cooper Cos., Inc.                                2,461,560
   184,200    @     Immucor, Inc.                                    4,231,074
    87,700    @     Novoste Corp.                                      605,130
    94,900    @     Steris Corp.                                     2,157,077
                                                                  ------------
                                                                    10,454,437
                                                                  ------------
HEALTHCARE-SERVICES: 2.60%            
   162,500    @     Covance, Inc.                                    3,643,250
    50,000    @     Pacificare Health Systems                        1,337,400
    86,100    @     Pediatrix Medical Group, Inc.                    3,497,382
                                                                  ------------
                                                                     8,478,032
                                                                  ------------
INSURANCE: 1.67%                      
    89,200  @@,@    Montpelier Re Holdings Ltd.                      2,374,504
   119,600  @@,@    Platinum Underwriters Holdings Ltd.              3,073,720
                                                                  ------------
                                                                     5,448,224
                                                                  ------------
INTERNET: 4.99%                       
   141,700    @     Checkfree Corp.                                  2,775,903
   298,100    @     Digital River, Inc.                              4,304,564
   237,400    @     Macromedia, Inc.                                 2,908,150
   234,000    @     Websense, Inc.                                   6,259,500
                                                                  ------------
                                                                    16,248,117
                                                                  ------------
MACHINERY-DIVERSIFIED: 1.43%          
    69,800          AGCO Corp.                                       1,684,972
    46,500    @     Zebra Technologies Corp.                         2,985,300
                                                                  ------------
                                                                     4,670,272
                                                                  ------------
MEDIA: 0.91%                          
   178,000    @     Cumulus Media, Inc.                              2,954,800
                                                                  ------------
                                                                     2,954,800
                                                                  ------------
MINING: 0.45%                         
   180,500  @,@@    Glamis Gold Ltd.                                 1,472,880
                                                                  ------------
                                                                     1,472,880
                                                                  ------------
OIL & GAS: 2.56%                      
    38,000    @     Evergreen Resources, Inc.                        1,626,400
    99,500          Patina Oil & Gas Corp.                           2,992,960
   107,000  @,@@    Precision Drilling Corp.                         3,723,600
                                                                  ------------
                                                                     8,342,960
                                                                  ------------
OIL & GAS SERVICES: 0.99%             
    63,900    @     Hydril Co.                                       1,476,090
    80,200    @     National-Oilwell, Inc.                           1,744,350
                                                                  ------------
                                                                     3,220,440
                                                                  ------------
PHARMACEUTICALS: 11.14%               
    31,500    @     Accredo Health, Inc.                             1,679,706
    80,700    @     American Pharmaceutical Partners, Inc.           1,630,947
   168,700    @     Amylin Pharmaceuticals, Inc.                     2,910,075
   221,200    @     BioMarin Pharmaceuticals, Inc.                   1,864,716
   136,100    @     Eon Labs, Inc.                                   3,233,736
   212,600    @     Medicines Co.                                    3,567,428
    99,500    @     Neopharm, Inc.                                   1,458,570

See Accompanying Notes to Financial Statements

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ING                                                                             
SmallCap                                                                        
Opportunities                                                                   
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
PHARMACEUTICALS CONTINUED:            
   109,700    @     Neurocrine Biosciences, Inc.                  $  5,054,976
   141,800    @     NPS Pharmaceuticals, Inc.                        4,191,608
   126,500    @     Scios, Inc.                                      4,154,260
   125,300  @,@@    Taro Pharmaceuticals Industries                  4,919,278
    34,100    @     Trimeris, Inc.                                   1,638,505
                                                                  ------------
                                                                    36,303,805
                                                                  ------------
RETAIL: 12.69%                        
   170,100    @     American Eagle Outfitters                        3,252,312
   117,300    @     California Pizza Kitchen, Inc.                   2,877,369
   231,700    @     Chico's FAS, Inc.                                5,208,616
    84,700    @     Cosi, Inc.                                         563,255
   193,000    @     Dick's Sporting Goods, Inc.                      4,054,930
    54,900    @     Electronics Boutique Holdings Corp.              1,679,391
   132,550    @     J Jill Group, Inc.                               3,081,787
    65,700    @     JOS A Bank Clothiers, Inc.                       1,662,210
   187,300    @     Kirkland's, Inc.                                 3,163,497
   151,900    @     Linens 'N Things, Inc.                           3,777,753
    99,900    @     Movie Gallery, Inc.                              1,714,284
   115,700    @     Pacific Sunwear of California                    3,068,364
    71,500    @     Panera Bread Co.                                 2,646,215
    96,500    @     Petco Animal Supplies, Inc.                      2,438,651
   115,200    @     Sharper Image Corp.                              2,164,608
                                                                  ------------
                                                                    41,353,242
                                                                  ------------
SEMICONDUCTORS: 13.62%                
    95,300    @     Artisan Components, Inc.                         1,953,650
   291,200    @     August Technology Corp.                          1,954,243
   203,800    @     Cree, Inc.                                       4,821,908
   172,000    @     Emulex Corp.                                     4,152,080
   167,500    @     Integrated Circuit Systems, Inc.                 3,899,400
   171,600    @     Intersil Corp.                                   2,966,964
   347,100    @     Lam Research Corp.                               5,636,904
   215,600    @     Micrel, Inc.                                     2,451,588
   151,400    @     Monolithic System Technology, Inc.               2,245,262
   193,400  @,@@    O2Micro Intl. Ltd.                               2,552,880
   305,000    @     Omnivision Technologies, Inc.                    5,456,145
    59,200    @     Silicon Laboratories, Inc.                       1,734,560
   378,600    @     Skyworks Solutions, Inc.                         4,562,130
                                                                  ------------
                                                                    44,387,714
                                                                  ------------
SOFTWARE: 10.21%                      
    67,600    @     Altiris, Inc.                                      878,124
   111,800    @     Avid Technology, Inc.                            2,193,516
   284,200    @     Borland Software Corp.                           3,759,966
   270,700    @     Documentum, Inc.                                 5,040,434
   175,200    @     EPIQ Systems, Inc.                               2,638,512
   198,400    @     Hyperion Solutions Corp.                         5,529,408
    93,400    @     IMPAC Medical Systems, Inc.                      1,760,590
   108,000    @     Packeteer, Inc.                                    874,800
   418,600    @     Pinnacle Systems, Inc.                           5,914,818
   120,600    @     Serena Software, Inc.                            2,191,302
    83,100    @     Take-Two Interactive Software                    2,487,183
                                                                  ------------
                                                                    33,268,653
                                                                  ------------
TELECOMMUNICATIONS: 2.66%             
    78,000    @     Adtran, Inc.                                     2,589,600
   178,100    @     Boston Communications Group                      2,416,817
   207,600    @     RF Micro Devices, Inc.                           2,530,644
    38,900    @     SafeNet, Inc.                                    1,128,139
                                                                  ------------
                                                                     8,665,200
                                                                  ------------
TOYS/GAMES/HOBBIES: 1.43%             
   113,800    @     Leapfrog Enterprises, Inc.                       3,766,780
    98,800    @     Marvel Enterprises, Inc.                           889,200
                                                                  ------------
                                                                     4,655,980
                                                                  ------------
TRANSPORTATION: 2.09%                 
   102,500    @     Arkansas Best Corp.                              2,995,153
    56,300    @     Old Dominion Freight Line                        1,391,173
    60,200          Roadway Corp.                                    2,406,796
                                                                  ------------
                                                                     6,793,122
                                                                  ------------
                    Total Common Stock (Cost $280,187,643)         326,430,682
                                                                  ------------
Principal                                                                       
Amount                                                                 Value    
--------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS: 1.49%                                                   
REPURCHASE AGREEMENT: 1.49%           
$ 4,842,000          State Street Repurchase Agreement                          
dated 11/29/02, 1.150%, due       
12/02/02, $4,842,464 to be        
received upon repurchase          
(Collateralized by $4,820,000     
U.S. Treasury Notes, 3.000%,      
Market Value $4,940,500, due      
                      01/31/04)                                   $  4,842,000
                                                                  ------------
Total Short-Term Investments          
                      (Cost $4,842,000)                              4,842,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $285,029,643)*             101.68%    $331,272,682
                     OTHER ASSETS AND LIABILITIES-NET    -1.68%      (5,464,527)
                                                       ------     ------------
                    NET ASSETS                         100.00%    $325,808,155
                                                       ======     ============

@    Non-income producing security                                              
@@   Foreign Issuer                                                             
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized appreciation consists of:                    

                    Gross Unrealized Appreciation                 $ 50,968,814
                     Gross Unrealized Depreciation                   (4,725,775)
                                                                  ------------
                    Net Unrealized Appreciation                   $ 46,243,039
                                                                  ============

See Accompanying Notes to Financial Statements

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ING Research                                                                    
Enhanced Index                                                                  
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 99.82%                                                            
ADVERTISING: 0.09%                    
     5,050          Interpublic Group Cos., Inc.                  $     75,599
                                                                  ------------
                                                                        75,599
                                                                  ------------
AEROSPACE/DEFENSE: 1.69%              
    10,100          Boeing Co.                                         343,400
     2,450          General Dynamics Corp.                             199,552
       500          Goodrich Corp.                                       9,200
     5,450          Lockheed Martin Corp.                              284,490
     1,350          Northrop Grumman Corp.                             130,828
     3,950          Rockwell Collins, Inc.                              84,530
     7,700          United Technologies Corp.                          481,019
                                                                  ------------
                                                                     1,533,019
                                                                  ------------
AGRICULTURE: 0.09%                    
     2,450          UST, Inc.                                           78,890
                                                                  ------------
                                                                        78,890
                                                                  ------------
AIRLINES: 0.07%                       
     3,700          Southwest Airlines Co.                              61,420
                                                                  ------------
                                                                        61,420
                                                                  ------------
APPAREL: 0.46%                        
     2,600    @     Jones Apparel Group, Inc.                           95,680
     1,600          Liz Claiborne, Inc.                                 51,520
     3,250          Nike, Inc.                                         145,535
     1,200    @     Reebok Intl. Ltd.                                   34,428
     2,450          VF Corp.                                            92,757
                                                                  ------------
                                                                       419,920
                                                                  ------------
AUTO MANUFACTURERS: 0.77%             
    28,250          Ford Motor Co.                                     321,485
     6,600          General Motors Corp.                               262,020
     2,250          Paccar, Inc.                                       110,250
                                                                  ------------
                                                                       693,755
                                                                  ------------
AUTO PARTS & EQUIPMENT: 0.40%         
     1,000          Cooper Tire & Rubber Co.                            15,900
     1,850          Dana Corp.                                          24,975
     7,250          Delphi Corp.                                        61,625
     2,400          Goodyear Tire & Rubber Co.                          19,776
     1,250          Johnson Controls, Inc.                             103,613
     2,700          TRW, Inc.                                          139,563
                                                                  ------------
                                                                       365,452
                                                                  ------------
BANKS: 7.70%                          
     5,200          AmSouth Bancorp                                     99,164
    24,300          Bank of America Corp.                            1,702,944
    13,950          Bank One Corp.                                     550,886
     5,650          BB&T Corp.                                         214,643
     2,777          Charter One Financial, Inc.                         83,588
     2,900          Comerica, Inc.                                     137,257
     1,600          First Tennessee National Corp.                      59,008
    11,800          FleetBoston Financial Corp.                        320,134
     3,700          Huntington Bancshares, Inc.                         72,409
     5,500          Keycorp                                            143,495
     2,800          Marshall & Ilsley Corp.                             79,576
     5,000          Mellon Financial Corp.                             150,250
     6,950          National City Corp.                                193,210
     2,000          North Fork Bancorporation, Inc.                     69,620
     1,400          PNC Financial Services Group, Inc.                  59,080
     3,600          Regions Financial Corp.                            125,064
     4,100          SouthTrust Corp.                                   107,174
     4,000          State Street Corp.                                 180,000
     3,350          SunTrust Banks, Inc.                               196,511
     1,400          Synovus Financial Corp.                             29,162
     4,125          Union Planters Corp.                               121,687
    22,600          US Bancorp                                         494,940
    22,350          Wachovia Corp.                                     785,603
    20,400          Wells Fargo & Co.                                  942,684
     1,100          Zions Bancorporation                                45,265
                                                                  ------------
                                                                     6,963,354
                                                                  ------------
BEVERAGES: 2.56%                      
    10,700          Anheuser-Busch Cos., Inc.                          525,584
       900          Brown-Forman Corp.                                  59,490
    12,350          Coca-Cola Co.                                      563,654
     5,750          Coca-Cola Enterprises, Inc.                        122,417
       600          Coors (Adolph)                                      38,916
     3,400          Pepsi Bottling Group, Inc.                          97,648
    21,350          PepsiCo, Inc.                                      906,948
                                                                  ------------
                                                                     2,314,657
                                                                  ------------
BIOTECHNOLOGY: 1.01%                  
    16,364    @     Amgen, Inc.                                        772,381
       750    @     Biogen, Inc.                                        33,112
     1,900    @     Chiron Corp.                                        76,380
     1,100    @     Genzyme Corp.                                       36,080
                                                                  ------------
                                                                       917,953
                                                                  ------------
BUILDING MATERIALS: 0.19%             
       600    @     American Standard Cos., Inc.                        44,688
     6,200          Masco Corp.                                        125,054
                                                                  ------------
                                                                       169,742
                                                                  ------------
CHEMICALS: 1.54%                      
     3,050          Air Products & Chemicals, Inc.                     134,871
     1,400          Ashland, Inc.                                       40,838
    12,000          Du Pont EI de Nemours & Co.                        535,440
       900          Eastman Chemical Co.                                35,217
     1,800          Ecolab, Inc.                                        89,406
     1,850          Engelhard Corp.                                     44,844
     1,050          Great Lakes Chemical Corp.                          26,355
     1,600          International Flavors & Fragrances, Inc.            52,832
     2,200          PPG Industries, Inc.                               110,176
     1,800          Praxair, Inc.                                      106,200
     2,950          Rohm & Haas Co.                                    104,401
     2,300          Sherwin-Williams Co.                                66,309
       900          Sigma-Aldrich Corp.                                 45,225
                                                                  ------------
                                                                     1,392,114
                                                                  ------------
COMMERCIAL SERVICES: 0.94%            
     2,100    @     Apollo Group, Inc.                                  86,625
     6,500    @     Concord EFS, Inc.                                   97,500
       950    @     Convergys Corp.                                     16,378
     1,300          Deluxe Corp.                                        56,420
     1,700          Equifax, Inc.                                       41,310
     3,650          H&R Block, Inc.                                    139,905
     3,400          McKesson Corp.                                      88,128
     1,900          Moody's Corp.                                       83,638
     4,650          Paychex, Inc.                                      135,780
     2,950    @     Quintiles Transnational Corp.                       34,663
     3,750    @     Robert Half Intl., Inc.                             73,687
                                                                  ------------
                                                                       854,034
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING Research                                                                    
Enhanced Index                                                                  
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMPUTERS: 3.81%                      
     2,600    @     Computer Sciences Corp.                       $     90,714
    42,550    @     Dell Computer Corp.                              1,215,653
     2,400          Electronic Data Systems Corp.                       44,496
    26,500    @     EMC Corp.-Mass.                                    192,125
    35,737          Hewlett-Packard Co.                                696,157
     8,250          International Business Machines Corp.              718,575
     2,700    @     Lexmark Intl., Inc.                                178,578
     4,300    @     Network Appliance, Inc.                             59,641
    18,700    X     Seagate Technology, Inc.                             1,496
     4,650    @     Sungard Data Systems, Inc.                         108,671
     4,100    @     Unisys Corp.                                        45,920
     5,150    @     Veritas Software Corp.                              93,627
                                                                  ------------
                                                                     3,445,653
                                                                  ------------
COSMETICS/PERSONAL CARE: 3.08%        
       400          Alberto-Culver Co.                                  19,820
     2,750          Avon Products, Inc.                                141,213
     2,600          Colgate-Palmolive Co.                              133,614
    12,700          Gillette Co.                                       385,064
     6,100          Kimberly-Clark Corp.                               306,952
    21,400          Procter & Gamble Co.                             1,797,600
                                                                  ------------
                                                                     2,784,263
                                                                  ------------
DISTRIBUTION/WHOLESALE: 0.07%         
     1,100          WW Grainger, Inc.                                   59,158
                                                                  ------------
                                                                        59,158
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 8.69% 
    16,050          American Express Co.                               624,827
     2,100          Bear Stearns Cos., Inc.                            134,400
     4,250          Capital One Financial Corp.                        143,650
     6,750          Charles Schwab Corp.                                77,895
    60,450          Citigroup, Inc.                                  2,350,296
     2,200          Countrywide Financial Corp.                        108,460
    16,050          Fannie Mae                                       1,011,952
     3,200          Franklin Resources, Inc.                           118,240
    11,200          Freddie Mac                                        645,568
     9,300          Household Intl., Inc.                              266,910
    23,850          JP Morgan Chase & Co.                              600,305
     2,700          Lehman Brothers Holdings, Inc.                     165,780
    15,275          MBNA Corp.                                         325,969
    10,350          Merrill Lynch & Co., Inc.                          450,225
    13,200          Morgan Stanley                                     597,168
     7,750    @     Providian Financial Corp.                           47,120
     1,800          SLM Corp.                                          175,914
       600          T Rowe Price Group, Inc.                            18,234
                                                                  ------------
                                                                     7,862,913
                                                                  ------------
ELECTRIC: 2.61%                       
       700          Ameren Corp.                                        28,945
     4,500          American Electric Power Co., Inc.                  127,890
     3,500          Centerpoint Energy, Inc.                            26,775
     2,400          Cinergy Corp.                                       77,760
     3,800          CMS Energy Corp.                                    37,810
     2,800          Consolidated Edison, Inc.                          111,300
     2,200          Constellation Energy Group, Inc.                    57,970
     1,300          Dominion Resources, Inc.                            66,235
     2,050          DTE Energy Co.                                      90,876
    10,650          Duke Energy Corp.                                  210,231
     7,500    @     Edison Intl.                                        83,175
     2,750          Entergy Corp.                                      120,257
     5,050          Exelon Corp.                                       253,460
     3,550          FirstEnergy Corp.                                  112,464
     2,100          FPL Group, Inc.                                    123,480
     2,850          NiSource, Inc.                                      55,546
     7,700    @     PG&E Corp.                                         106,337
       500          Pinnacle West Capital Corp.                         16,060
     2,700          PPL Corp.                                           89,910
     2,600          Progress Energy, Inc.                              109,200
     2,350          Public Service Enterprise Group, Inc.               70,359
     8,750          Southern Co.                                       228,900
     2,150          TECO Energy, Inc.                                   31,691
     4,400          TXU Corp.                                           67,848
     4,900          Xcel Energy, Inc.                                   52,626
                                                                  ------------
                                                                     2,357,105
                                                                  ------------
  ELECTRICAL COMPONENTS & EQUIPMENT: 0.46%
     4,650    @     American Power Conversion                           74,865
     5,200          Emerson Electric Co.                               271,180
     2,600          Molex, Inc.                                         72,930
                                                                  ------------
                                                                       418,975
                                                                  ------------
ELECTRONICS: 0.46%                    
     6,200    @     Agilent Technologies, Inc.                         120,342
     3,050          Applera Corp. - Applied Biosystems Group            66,673
     3,550    @     Jabil Circuit, Inc.                                 76,148
     1,500          Parker Hannifin Corp.                               70,035
     9,250    @     Sanmina-SCI Corp.                                   44,400
     2,100    @     Thermo Electron Corp.                               41,139
                                                                  ------------
                                                                       418,737
                                                                  ------------
ENGINEERING & CONSTRUCTION: 0.03%     
     1,000          Fluor Corp.                                         27,420
                                                                  ------------
                                                                        27,420
                                                                  ------------
ENTERTAINMENT: 0.09%                  
     1,050    @     International Game Technology                       80,955
                                                                  ------------
                                                                        80,955
                                                                  ------------
ENVIRONMENTAL CONTROL: 0.24%          
     3,200    @     Allied Waste Industries, Inc.                       34,176
     7,350          Waste Management, Inc.                             183,162
                                                                  ------------
                                                                       217,338
                                                                  ------------
FOOD: 1.67%                           
     5,150          Albertson's, Inc.                                  120,201
     8,110          Archer-Daniels-Midland Co.                         108,106
     5,100          Campbell Soup Co.                                  123,165
     6,450          Conagra Foods, Inc.                                157,186
     1,800          General Mills, Inc.                                 80,316
     1,750          Hershey Foods Corp.                                112,683
     4,250          HJ Heinz Co.                                       147,985
     5,050          Kellogg Co.                                        168,518
     9,600    @     Kroger Co.                                         151,008
     2,200    @     Safeway, Inc.                                       52,316
     9,600          Sara Lee Corp.                                     223,968
     2,200          Supervalu, Inc.                                     39,556
     1,950          Winn-Dixie Stores, Inc.                             29,094
                                                                  ------------
                                                                     1,514,102
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING Research                                                                    
Enhanced Index                                                                  
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
FOREST PRODUCTS & PAPER: 0.51%        
       500          Boise Cascade Corp.                           $     13,540
     3,150          Georgia-Pacific Corp.                               65,299
     5,700          International Paper Co.                            223,725
     1,050          MeadWestvaco Corp.                                  26,292
     2,400          Plum Creek Timber Co., Inc.                         58,440
       450          Temple-Inland, Inc.                                 22,072
     1,050          Weyerhaeuser Co.                                    55,230
                                                                  ------------
                                                                       464,598
                                                                  ------------
GAS: 0.16%                            
     1,700          KeySpan Corp.                                       59,993
       550          Nicor, Inc.                                         17,330
       550          Peoples Energy Corp.                                19,794
     2,250          Sempra Energy                                       52,132
                                                                  ------------
                                                                       149,249
                                                                  ------------
HAND/MACHINE TOOLS: 0.15%             
     1,750          Black & Decker Corp.                                75,198
       500          Snap-On, Inc.                                       14,970
     1,150          Stanley Works                                       41,331
                                                                  ------------
                                                                       131,499
                                                                  ------------
HEALTHCARE-PRODUCTS: 3.63%            
     5,300          Becton Dickinson & Co.                             157,251
     4,800    @     Boston Scientific Corp.                            201,600
       900          CR Bard, Inc.                                       49,950
     6,000    @     Guidant Corp.                                      179,580
    38,250          Johnson & Johnson                                2,181,015
     6,150          Medtronic, Inc.                                    287,513
     2,200    @     St. Jude Medical, Inc.                              76,604
     2,400          Stryker Corp.                                      148,440
                                                                  ------------
                                                                     3,281,953
                                                                  ------------
HEALTHCARE-SERVICES: 1.55%            
     3,200          Aetna, Inc.                                        120,800
     3,150    @     Anthem, Inc.                                       186,638
     6,500          HCA, Inc.                                          261,170
     1,700          Health Management Associates, Inc.                  29,801
     2,400    @     Humana, Inc.                                        24,984
     1,200    @     Manor Care, Inc.                                    23,376
     5,800    @     Tenet Healthcare Corp.                             107,010
     5,250          UnitedHealth Group, Inc.                           427,613
     3,300    @     WellPoint Health Networks                          217,239
                                                                  ------------
                                                                     1,398,631
                                                                  ------------
HOME BUILDERS: 0.17%                  
     1,450          Centex Corp.                                        72,978
     1,000          KB Home                                             44,690
       700          Pulte Homes, Inc.                                   32,858
                                                                  ------------
                                                                       150,526
                                                                  ------------
HOME FURNISHINGS: 0.16%               
     3,100          Leggett & Platt, Inc.                               73,997
       800          Maytag Corp.                                        24,728
       850          Whirlpool Corp.                                     45,713
                                                                  ------------
                                                                       144,438
                                                                  ------------
HOUSEHOLD PRODUCTS/WARES: 0.43%       
     1,500          Avery Dennison Corp.                                96,660
     4,600          Clorox Co.                                         201,664
     1,900          Fortune Brands, Inc.                                92,663
                                                                  ------------
                                                                       390,987
                                                                  ------------
HOUSEWARES: 0.12%                     
     3,300          Newell Rubbermaid, Inc.                            104,676
                                                                  ------------
                                                                       104,676
                                                                  ------------
INSURANCE: 4.88%                      
     3,250   @@     ACE Ltd.                                           110,825
     5,900          Aflac, Inc.                                        182,015
    11,400          Allstate Corp.                                     444,942
     1,450          AMBAC Financial Group, Inc.                         90,639
    12,600          American Intl. Group                               820,890
     3,850          AON Corp.                                           70,224
     1,800          Cincinnati Financial Corp.                          69,300
     1,950          Chubb Corp.                                        114,270
     2,950          Cigna Corp.                                        128,414
     2,950          Hartford Financial Services Group, Inc.            144,727
     2,200          Jefferson-Pilot Corp.                               83,930
     3,850          John Hancock Financial Services, Inc.              117,695
     2,300          Lincoln National Corp.                              80,822
     2,800          Loews Corp.                                        113,344
     6,500          Marsh & McLennan Cos., Inc.                        306,800
     2,150          MBIA, Inc.                                          97,782
     8,450          Metlife, Inc.                                      226,798
     1,350          MGIC Investment Corp.                               63,004
     4,100          Principal Financial Group                          118,900
     3,500          Progressive Corp.                                  198,240
     7,150          Prudential Financial, Inc.                         215,072
     1,300          Safeco Corp.                                        47,047
     1,100          St. Paul Cos.                                       40,964
     1,800          Torchmark Corp.                                     66,852
    16,655    @     Travelers Property Casualty Corp.                  266,480
     3,300          UnumProvident Corp.                                 56,265
     1,700   @@     XL Capital Ltd.                                    140,658
                                                                  ------------
                                                                     4,416,899
                                                                  ------------
INTERNET: 0.26%                       
     1,450    @     eBay, Inc.                                          99,977
     7,450    @     Yahoo, Inc.                                        136,112
                                                                  ------------
                                                                       236,089
                                                                  ------------
IRON/STEEL: 0.06%                     
     1,100          Nucor Corp.                                         55,264
                                                                  ------------
                                                                        55,264
                                                                  ------------
LEISURE TIME: 0.49%                   
     1,400          Brunswick Corp.                                     29,428
     6,950          Carnival Corp.                                     194,948
     3,700          Harley-Davidson, Inc.                              179,598
     1,750    @     Sabre Holdings Corp.                                38,080
                                                                  ------------
                                                                       442,054
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING Research                                                                    
Enhanced Index                                                                  
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
LODGING: 0.35%                        
     2,200    @     Harrah's Entertainment, Inc.                  $     88,000
     4,800          Hilton Hotels Corp.                                 65,712
     2,950          Marriott Intl., Inc.                               105,463
     2,300          Starwood Hotels & Resorts Worldwide, Inc.           58,259
                                                                  ------------
                                                                       317,434
                                                                  ------------
MACHINERY-DIVERSIFIED: 0.32%          
     2,750          Deere & Co.                                        140,663
     2,750          Dover Corp.                                         85,800
     2,800          Rockwell Automation, Inc.                           58,940
                                                                  ------------
                                                                       285,403
                                                                  ------------
MEDIA: 3.40%                          
    21,300    @     AOL Time Warner, Inc.                              348,681
     7,400    @     Clear Channel Communications, Inc.                 321,604
    11,255    @     Comcast Corp.                                      263,807
     3,200          Gannett Co, Inc.                                   228,000
     1,150          Knight-Ridder, Inc.                                 72,117
     2,400          McGraw-Hill Cos., Inc.                             142,296
       600          Meredith Corp.                                      26,166
       700          New York Times Co.                                  33,628
     3,700          Tribune Co.                                        169,460
    21,200    @     Viacom, Inc.                                       996,612
    24,050          Walt Disney Co.                                    476,671
                                                                  ------------
                                                                     3,079,042
                                                                  ------------
MINING: 0.17%                         
     4,650          Newmont Mining Corp.                               108,856
     1,400    @     Phelps Dodge Corp.                                  43,988
                                                                  ------------
                                                                       152,844
                                                                  ------------
MISCELLANEOUS MANUFACTURING: 5.74%    
     4,750          3M Co.                                             616,788
     1,350          Cooper Industries Ltd.                              51,327
     1,000          Crane Co.                                           20,570
     1,850          Danaher Corp.                                      116,254
     4,650          Eastman Kodak Co.                                  171,678
       950          Eaton Corp.                                         72,077
   120,900          General Electric Co.                             3,276,390
    10,050          Honeywell Intl., Inc.                              259,993
     1,500          Illinois Tool Works, Inc.                          101,985
     1,900    @@    Ingersoll-Rand Co.                                  87,780
     1,600          ITT Industries, Inc.                                96,448
     1,700          Pall Corp.                                          32,436
     2,650          Textron, Inc.                                      114,215
     9,850    @@    Tyco Intl. Ltd.                                    175,724
                                                                  ------------
                                                                     5,193,665
                                                                  ------------
OFFICE/BUSINESS EQUIPMENT: 0.24%      
     2,900          Pitney Bowes, Inc.                                 102,370
    12,800    @     Xerox Corp.                                        111,616
                                                                  ------------
                                                                       213,986
                                                                  ------------
OIL & GAS: 4.53%                      
     2,850          Amerada Hess Corp.                                 159,600
     4,600          Anadarko Petroleum Corp.                           217,120
     3,550          Apache Corp.                                       191,274
     3,450          Burlington Resources, Inc.                         145,314
    12,778          ConocoPhillips                                     610,916
     2,850          Devon Energy Corp.                                 130,501
    51,100          Exxon Mobil Corp.                                1,778,280
       650          Kerr-McGee Corp.                                    29,413
     4,350          Marathon Oil Corp.                                  87,000
     2,400  @@, @   Nabors Industries Ltd.                              84,960
     2,200    @     Noble Corp.                                         74,690
     7,050          Occidental Petroleum Corp.                         196,342
     1,500          Rowan Cos., Inc.                                    31,950
     9,400          Transocean, Inc.                                   228,420
     4,550          Unocal Corp.                                       134,907
                                                                  ------------
                                                                     4,100,687
                                                                  ------------
OIL & GAS SERVICES: 0.34%             
     2,450          Baker Hughes, Inc.                                  80,213
     2,000    @     BJ Services Co.                                     66,900
     7,450          Halliburton Co.                                    156,450
                                                                  ------------
                                                                       303,563
                                                                  ------------
PACKAGING & CONTAINERS: 0.14%         
       800          Ball Corp.                                          39,584
       950          Bemis Co.                                           49,134
     1,750    @     Pactiv Corp.                                        36,225
                                                                  ------------
                                                                       124,943
                                                                  ------------
PHARMACEUTICALS: 6.18%                
    19,950          Abbott Laboratories                                873,411
       650          Allergan, Inc.                                      38,214
     1,300          AmerisourceBergen Corp.                             75,426
     2,300          Cardinal Health, Inc.                              141,542
     2,150    @     Forest Laboratories, Inc.                          230,760
     2,600    @     King Pharmaceuticals, Inc.                          49,348
     1,250    @     Medimmune, Inc.                                     32,975
    28,800          Merck & Co., Inc.                                1,711,008
    31,800          Pfizer, Inc.                                     1,002,972
    16,650          Pharmacia Corp.                                    704,295
    18,950          Schering-Plough Corp.                              429,407
     1,500    @     Watson Pharmaceuticals, Inc.                        44,985
     6,800          Wyeth                                              261,324
                                                                  ------------
                                                                     5,595,667
                                                                  ------------
PIPELINES: 0.09%                      
     2,650          EL Paso Corp.                                       22,578
     1,500          Kinder Morgan, Inc.                                 61,575
                                                                  ------------
                                                                        84,153
                                                                  ------------
REITS: 0.32%                          
     4,850          Equity Office Properties Trust                     124,693
     3,350          Equity Residential                                  87,502
     2,200          Simon Property Group, Inc.                          74,184
                                                                  ------------
                                                                       286,379
                                                                  ------------
RETAIL: 6.51%                         
     1,250    @     Autozone, Inc.                                     102,125
     3,400    @     Bed Bath & Beyond, Inc.                            117,946
     4,050    @     Best Buy Co., Inc.                                 112,104
     2,700    @     Big Lots, Inc.                                      34,290
     2,250    @     Costco Wholesale Corp.                              72,675
     4,700          CVS Corp.                                          126,336
     2,050          Darden Restaurants, Inc.                            44,341
     1,500          Dillard's, Inc.                                     28,980
     3,900          Dollar General Corp.                                51,597
     2,400          Family Dollar Stores                                70,776
     2,900    @     Federated Department Stores                         94,772
    14,050          Gap, Inc. (The)                                    223,254
    48,200          Home Depot, Inc.                                 1,273,444
     2,950          JC Penney Co., Inc.                                 70,003

See Accompanying Notes to Financial Statements

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Enhanced Index                                                                  
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
     4,000    @     Kohl's Corp.                                  $    274,000
     9,450          Lowe's Cos., Inc.                                  392,175
     9,800          Ltd. Brands                                        166,698
     3,400          May Department Stores Co.                           83,164
    14,350          McDonald's Corp.                                   265,475
     1,400          Nordstrom, Inc.                                     28,000
     5,300    @     Office Depot, Inc.                                  93,863
     2,400          RadioShack Corp.                                    57,000
    10,100    @     Staples, Inc.                                      194,930
     5,250    @     Starbucks Corp.                                    114,135
    10,700          Target Corp.                                       372,146
     1,600          Tiffany & Co.                                       45,408
     6,200          TJX Cos, Inc.                                      121,334
    21,250          Wal-Mart Stores, Inc.                            1,150,900
     1,000          Wendy's Intl., Inc.                                 27,930
     3,500    @     Yum! Brands, Inc.                                   83,685
                                                                  ------------
                                                                     5,893,486
                                                                  ------------
SAVINGS & LOANS: 0.87%                
     3,250          Golden West Financial Corp.                        224,900
    15,650          Washington Mutual, Inc.                            563,087
                                                                  ------------
                                                                       787,987
                                                                  ------------
SEMICONDUCTORS: 3.88%                 
     4,000    @     Advanced Micro Devices, Inc.                        34,000
     4,500    @     Altera Corp.                                        65,385
     4,500    @     Analog Devices, Inc.                               138,105
    20,400    @     Applied Materials, Inc.                            347,820
    80,800          Intel Corp.                                      1,687,104
     2,200    @     Kla-Tencor Corp.                                    97,174
     3,850          Linear Technology Corp.                            127,936
     3,350    @     LSI Logic Corp.                                     27,772
     3,950          Maxim Integrated Products                          166,256
     3,050    @     Micron Technology, Inc.                             48,221
     2,150    @     National Semiconductor Corp.                        43,645
     2,000    @     Novellus Systems, Inc.                              72,580
     1,900    @     Nvidia Corp.                                        32,547
     2,150    @     QLogic Corp.                                        93,396
       950    @     Teradyne, Inc.                                      15,570
    20,300          Texas Instruments, Inc.                            408,233
     4,350    @     Xilinx, Inc.                                       107,184
                                                                  ------------
                                                                     3,512,928
                                                                  ------------
SOFTWARE: 6.88%                       
     3,100          Adobe Systems, Inc.                                 91,543
     2,000          Autodesk, Inc.                                      30,980
     7,300          Automatic Data Processing                          317,331
     5,150    @     BMC Software, Inc.                                  92,185
     2,600    @     Citrix Systems, Inc.                                30,550
     7,600          Computer Associates Intl., Inc.                    114,836
     7,200    @     Compuware Corp.                                     39,312
     2,250    @     Electronic Arts, Inc.                              152,685
     8,750          First Data Corp.                                   303,100
     2,200    @     Fiserv, Inc.                                        74,624
     2,550    @     Intuit, Inc.                                       137,547
     1,000    @     Mercury Interactive Corp.                           33,480
    65,800    @     Microsoft Corp.                                  3,804,556
    66,000    @     Oracle Corp.                                       801,900
     4,950    @     Peoplesoft, Inc.                                    97,218
     2,450    @     Rational Software Corp.                             22,662
     9,800    @     Siebel Systems, Inc.                                83,398
                                                                  ------------
                                                                     6,227,907
                                                                  ------------
TELECOMMUNICATIONS: 6.68%             
     3,800          Alltel Corp.                                       209,304
     1,350    @     Andrew Corp.                                        15,187
     9,060          AT&T Corp.                                         254,042
    30,386    @     AT&T Wireless Services, Inc.                       229,414
    21,550          BellSouth Corp.                                    599,090
     2,100          CenturyTel, Inc.                                    64,848
     7,300    @     CIENA Corp.                                         48,545
    89,150    @     Cisco Systems, Inc.                              1,330,118
     2,200    @     Citizens Communications Co.                         21,692
     2,850    @     Comverse Technology, Inc.                           34,542
    28,050          Motorola, Inc.                                     319,209
    11,050    @     Nextel Communications, Inc.                        151,938
    39,550          SBC Communications, Inc.                         1,127,175
     2,600          Scientific-Atlanta, Inc.                            35,360
    14,150          Sprint Corp.-FON Group                             206,307
     5,300    @     Tellabs, Inc.                                       47,011
    32,150          Verizon Communications, Inc.                     1,346,442
                                                                  ------------
                                                                     6,040,224
                                                                  ------------
TEXTILES: 0.11%                       
     2,000          Cintas Corp.                                       100,940
                                                                  ------------
                                                                       100,940
                                                                  ------------
TOBACCO: 0.46%                        
    10,000          Philip Morris Cos., Inc.                           377,200
     1,100          RJ Reynolds Tobacco Holdings, Inc.                  42,460
                                                                  ------------
                                                                       419,660
                                                                  ------------
TOYS/GAMES/HOBBIES: 0.19%             
     2,000          Hasbro, Inc.                                        25,640
     7,200          Mattel, Inc.                                       148,464
                                                                  ------------
                                                                       174,104
                                                                  ------------
TRANSPORTATION: 1.10%                 
     5,000          Burlington Northern Santa Fe Corp.                 126,650
     2,450          CSX Corp.                                           67,742
     3,650          FedEx Corp.                                        191,881
     4,850          Norfolk Southern Corp.                              95,690
     2,900          Union Pacific Corp.                                167,910
     5,400          United Parcel Service, Inc.                        342,144
                                                                  ------------
                                                                       992,017
                                                                  ------------
TRUCKING & LEASING: 0.03%             
     1,300          Ryder System, Inc.                                  29,900
                                                                  ------------
                                                                        29,900
                                                                  ------------
                    Total Common Stock (Cost $96,891,700)           90,310,310
                                                                  ------------
Total Long-Term Investments           
                      (Cost $96,891,700)                            90,310,310
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING Research                                                                    
Enhanced Index                                                                  
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Principal                                                                       
Amount                                                                 Value    
--------------------------------------------------------------------------------
SHORT-TERM INVESTMENT: 0.57%                                                    
$   516,000          State Street Repurchase Agreement                          
dated 11/29/02, 1.310%, due       
12/02/02, $516,056 to be received 
upon repurchase (Collateralized   
by $520,000 FNMA, 4.750%          
Market Value $529,952 due         
                      03/15/03)                                   $    516,000
                                                                  ------------
Total Short-Term Investment           
                      (Cost $516,000)                                  516,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $97,407,700)*              100.39%    $ 90,826,310
                     OTHER ASSETS AND LIABILITIES-NET    -0.39%        (354,726)
                                                       ------     ------------
                    NET ASSETS                         100.00%    $ 90,471,584
                                                       ======     ============

@    Non-income producing security                                              
@@   Foreign Issuer                                                             
X    Market Value determined by ING Valuation Committee appointed by the Fund's 
Board of Directors.                                                   
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized depreciation consists of:                    

                    Gross Unrealized Appreciation                 $  2,853,355
                     Gross Unrealized Depreciation                   (9,434,745)
                                                                  ------------
                     Net Unrealized Depreciation                   $ (6,581,390)
                                                                  ============

See Accompanying Notes to Financial Statements

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ING                                                                             
Large Company                                                                   
Value                                                                           
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 99.00%                                                            
AGRICULTURE: 0.10%                    
     8,307          Monsanto Co.                                  $    146,120
                                                                  ------------
                                                                       146,120
                                                                  ------------
COMMERCIAL SERVICES: 3.12%            
   351,600    @     Cendant Corp.                                    4,423,128
                                                                  ------------
                                                                     4,423,128
                                                                  ------------
COMPUTERS: 5.17%                      
   499,600    @     EMC Corp.-Mass.                                  3,622,100
   190,174          Hewlett-Packard Co.                              3,704,590
                                                                  ------------
                                                                     7,326,690
                                                                  ------------
COSMETICS/PERSONAL CARE: 1.35%        
    38,100          Kimberly-Clark Corp.                             1,917,192
                                                                  ------------
                                                                     1,917,192
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 7.84% 
101,500          Alliance Capital Management                            
                    Holding LP                                       3,550,470
   106,800          Citigroup, Inc.                                  4,152,384
    75,500          Morgan Stanley                                   3,415,620
                                                                  ------------
                                                                    11,118,474
                                                                  ------------
ELECTRIC: 0.46%                       
   275,200    @     Reliant Resources, Inc.                            646,720
                                                                  ------------
                                                                       646,720
                                                                  ------------
  ELECTRICAL COMPONENTS & EQUIPMENT: 1.37%
    37,300          Emerson Electric Co.                             1,945,195
                                                                  ------------
                                                                     1,945,195
                                                                  ------------
FOOD: 2.70%                           
   159,800    @     Kroger Co.                                       2,513,654
    56,200          Sara Lee Corp.                                   1,311,146
                                                                  ------------
                                                                     3,824,800
                                                                  ------------
FOREST PRODUCTS & PAPER: 2.31%        
    35,700          Bowater, Inc.                                    1,548,666
    35,100          Temple-Inland, Inc.                              1,721,655
                                                                  ------------
                                                                     3,270,321
                                                                  ------------
HEALTHCARE-SERVICES: 1.59%            
    34,300    @     WellPoint Health Networks                        2,257,969
                                                                  ------------
                                                                     2,257,969
                                                                  ------------
INSURANCE: 15.88%                     
    60,600          Allstate Corp.                                   2,365,218
    24,300          American Intl. Group                             1,583,145
    30,100          Chubb Corp.                                      1,763,860
   102,600          Cigna Corp.                                      4,466,178
    65,300          Hartford Financial Services Group, Inc.          3,203,618
    57,400          Loews Corp.                                      2,323,552
   101,800          St. Paul Cos.                                    3,791,032
   189,714    @     Travelers Property Casualty Corp.                3,025,938
                                                                  ------------
                                                                    22,522,541
                                                                  ------------
MACHINERY-CONSTRUCTION & MINING: 1.50%
    42,700          Caterpillar, Inc.                                2,130,730
                                                                  ------------
                                                                     2,130,730
                                                                  ------------
MEDIA: 1.33%                          
   115,300    @     AOL Time Warner, Inc.                            1,887,461
                                                                  ------------
                                                                     1,887,461
                                                                  ------------
MINING: 2.78%                         
   101,400          Alcoa, Inc.                                      2,590,770
    87,100    @     Freeport-McMoRan Copper & Gold, Inc.             1,350,050
                                                                  ------------
                                                                     3,940,820
                                                                  ------------
MISCELLANEOUS MANUFACTURING: 5.84%    
   178,500          Honeywell Intl., Inc.                            4,617,795
   205,055   @@     Tyco Intl. Ltd.                                  3,658,181
                                                                  ------------
                                                                     8,275,976
                                                                  ------------
OIL & GAS: 11.20%                     
    25,300          Amerada Hess Corp.                               1,416,800
    50,200          Anadarko Petroleum Corp.                         2,369,440
    41,580          Apache Corp.                                     2,240,331
    23,400          ChevronTexaco Corp.                              1,568,502
    38,100          ConocoPhillips                                   1,821,561
   105,200          Diamond Offshore Drilling                        2,360,688
    33,800          Kerr-McGee Corp.                                 1,529,450
   128,400          Marathon Oil Corp.                               2,568,000
                                                                  ------------
                                                                    15,874,772
                                                                  ------------
PHARMACEUTICALS: 8.31%                
   122,700          Bristol-Myers Squibb Co.                         3,251,550
    63,500    @     IVAX Corp.                                         857,885
    37,300    @     King Pharmaceuticals, Inc.                         707,954
    66,100          Merck & Co., Inc.                                3,927,001
    48,700          Pharmacia Corp.                                  2,060,010
    32,700    @     Watson Pharmaceuticals, Inc.                       980,673
                                                                  ------------
                                                                    11,785,073
                                                                  ------------
PIPELINES: 0.95%                      
   158,300          EL Paso Corp.                                    1,348,716
                                                                  ------------
                                                                     1,348,716
                                                                  ------------
RETAIL: 7.24%                         
    69,000          CVS Corp.                                        1,854,720
    63,000    @     Federated Department Stores                      2,058,840
    82,300          May Department Stores Co.                        2,013,058
   136,900          McDonald's Corp.                                 2,532,650
    76,100          RadioShack Corp.                                 1,807,375
                                                                  ------------
                                                                    10,266,643
                                                                  ------------
SAVINGS & LOANS: 1.43%                
    56,200          Washington Mutual, Inc.                          2,022,076
                                                                  ------------
                                                                     2,022,076
                                                                  ------------
SEMICONDUCTORS: 2.89%                 
   329,500    @     Advanced Micro Devices, Inc.                     2,800,750
   156,100    @     LSI Logic Corp.                                  1,294,069
                                                                  ------------
                                                                     4,094,819
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
Large Company                                                                   
Value                                                                           
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
TELECOMMUNICATIONS: 11.63%            
   164,800   @      3Com Corp.                                    $    848,720
   409,400   @      ADC Telecommunications, Inc.                       888,398
   363,386   @      AT&T Wireless Services, Inc.                     2,743,564
   774,900   @      JDS Uniphase Corp.                               2,642,409
   526,900   @      Lucent Technologies, Inc.                          922,075
   520,200   @      Tellabs, Inc.                                    4,614,174
    91,600          Verizon Communications, Inc.                     3,836,208
                                                                  ------------
                                                                    16,495,548
                                                                  ------------
TOBACCO: 2.01%                        
    75,415          Philip Morris Cos., Inc.                         2,844,654
                                                                  ------------
                                                                     2,844,654
                                                                  ------------
                    Total Common Stock (Cost $171,629,298)         140,366,438
                                                                  ------------
Total Long-Term Investments           
                      (Cost $171,629,298)                          140,366,438
                                                                  ------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
SHORT-TERM INVESTMENT: 1.02%                                                    
$ 1,452,000          State Street Repurchase Agreement                          
dated 11/29/02, 1.150%, due       
12/02/02, $1,452,139 to be        
received upon repurchase          
(Collateralized by $1,060,000     
U.S. Treasury Bonds, 8.750%       
Market Value $1,481,955 due       
                      05/15/17)                                   $  1,452,000
                                                                  ------------
Total Short-Term Investment           
                      (Cost $1,452,000)                              1,452,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $173,081,298)*            100.02%     $141,818,438
                     OTHER ASSETS AND LIABILITIES-NET   -0.02%          (29,438)
                                                      ------      ------------
                    NET ASSETS                        100.00%     $141,789,000
                                                      ======      ============
@    Non-income producing security                                              
@@   Foreign Issuer                                                             
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized depreciation consists of:                    

                    Gross Unrealized Appreciation                 $  5,588,077
                     Gross Unrealized Depreciation                  (36,850,937)
                                                                  ------------
                     Net Unrealized Depreciation                   $(31,262,860)
                                                                  ============

See Accompanying Notes to Financial Statements

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MagnaCap                                                                        
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 98.14%                                                            
AGRICULTURE: 0.11%                    
    15,813          Monsanto Co.                                  $    278,151
                                                                  ------------
                                                                       278,151
                                                                  ------------
COMMERCIAL SERVICES: 3.11%            
   608,000    @     Cendant Corp.                                    7,648,640
                                                                  ------------
                                                                     7,648,640
                                                                  ------------
COMPUTERS: 6.10%                      
   863,800    @     EMC Corp.-Mass.                                  6,262,550
   449,882          Hewlett-Packard Co.                              8,763,701
                                                                  ------------
                                                                    15,026,251
                                                                  ------------
COSMETICS/PERSONAL CARE: 1.49%        
    72,800          Kimberly-Clark Corp.                             3,663,296
                                                                  ------------
                                                                     3,663,296
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 7.95% 
   179,800          Alliance Capital Management Holding LP           6,289,404
   187,200          Citigroup, Inc.                                  7,278,336
   132,700          Morgan Stanley                                   6,003,348
                                                                  ------------
                                                                    19,571,088
                                                                  ------------
ELECTRIC: 0.48%                       
   498,400    @     Reliant Resources, Inc.                          1,171,240
                                                                  ------------
                                                                     1,171,240
                                                                  ------------
  ELECTRICAL COMPONENTS & EQUIPMENT: 1.50%
    71,000          Emerson Electric Co.                             3,702,650
                                                                  ------------
                                                                     3,702,650
                                                                  ------------
FOOD: 1.10%                           
   116,600          Sara Lee Corp.                                   2,720,278
                                                                  ------------
                                                                     2,720,278
                                                                  ------------
FOREST PRODUCTS & PAPER: 1.14%        
    64,800          Bowater, Inc.                                    2,811,024
                                                                  ------------
                                                                     2,811,024
                                                                  ------------
HEALTHCARE-SERVICES: 1.59%            
    59,300    @     WellPoint Health Networks                        3,903,719
                                                                  ------------
                                                                     3,903,719
                                                                  ------------
INSURANCE: 14.97%                     
   113,800          Allstate Corp.                                   4,441,614
    43,100          American Intl. Group                             2,807,965
    56,600          Chubb Corp.                                      3,316,760
   177,400          Cigna Corp.                                      7,722,222
   113,000          Hartford Financial Services Group, Inc.          5,543,780
   109,300          Loews Corp.                                      4,424,464
    90,300          St. Paul Cos.                                    3,362,772
   328,187    @     Travelers Property Casualty Corp.                5,234,583
                                                                  ------------
                                                                    36,854,160
                                                                  ------------
MEDIA: 1.36%                          
   204,600    @     AOL Time Warner, Inc.                            3,349,302
                                                                  ------------
                                                                     3,349,302
                                                                  ------------
MINING: 4.23%                         
   308,800          Alcoa, Inc.                                      7,889,840
   163,700    @     Freeport-McMoRan Copper & Gold, Inc.             2,537,350
                                                                  ------------
                                                                    10,427,190
                                                                  ------------
MISCELLANEOUS MANUFACTURING: 6.17%    
   339,400          Honeywell Intl., Inc.                            8,780,278
   359,222   @@     Tyco Intl. Ltd.                                  6,408,520
                                                                  ------------
                                                                    15,188,798
                                                                  ------------
OIL & GAS: 9.34%                      
    48,000          Amerada Hess Corp.                               2,688,000
    89,000          Anadarko Petroleum Corp.                         4,200,800
    76,560          Apache Corp.                                     4,125,053
    44,600          ChevronTexaco Corp.                              2,989,538
   115,440          ConocoPhillips                                   5,519,186
    23,000          GlobalSantaFe Corp.                                589,260
    64,100          Kerr-McGee Corp.                                 2,900,525
                                                                  ------------
                                                                    23,012,362
                                                                  ------------
OIL & GAS SERVICES: 2.60%             
   304,700          Halliburton Co.                                  6,398,700
                                                                  ------------
                                                                     6,398,700
                                                                  ------------
PHARMACEUTICALS: 8.97%                
   219,900          Bristol-Myers Squibb Co.                         5,827,350
   114,500    @     IVAX Corp.                                       1,546,895
    65,400    @     King Pharmaceuticals, Inc.                       1,241,292
   121,600          Merck & Co., Inc.                                7,224,256
    19,500          Pfizer, Inc.                                       615,030
    92,700          Pharmacia Corp.                                  3,921,210
    57,000    @     Watson Pharmaceuticals, Inc.                     1,709,430
                                                                  ------------
                                                                    22,085,463
                                                                  ------------
PIPELINES: 0.97%                      
   281,100          EL Paso Corp.                                    2,394,972
                                                                  ------------
                                                                     2,394,972
                                                                  ------------
RETAIL: 7.58%                         
   125,500          CVS Corp.                                        3,373,440
   109,000    @     Federated Department Stores                      3,562,120
   142,400          May Department Stores Co.                        3,483,104
   259,400          McDonald's Corp.                                 4,798,900
   145,300          RadioShack Corp.                                 3,450,875
                                                                  ------------
                                                                    18,668,439
                                                                  ------------
SAVINGS & LOANS: 1.50%                
   102,500          Washington Mutual, Inc.                          3,687,950
                                                                  ------------
                                                                     3,687,950
                                                                  ------------
SEMICONDUCTORS: 1.99%                 
   576,900    @     Advanced Micro Devices, Inc.                     4,903,650
                                                                  ------------
                                                                     4,903,650
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
MagnaCap                                                                        
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
TELECOMMUNICATIONS: 11.82%            
   303,500    @     3Com Corp.                                    $  1,563,025
   717,500    @     ADC Telecommunications, Inc.                     1,556,975
   647,000    @     AT&T Wireless Services, Inc.                     4,884,850
 1,340,100    @     JDS Uniphase Corp.                               4,569,741
   934,800    @     Lucent Technologies, Inc.                        1,635,900
   910,700    @     Tellabs, Inc.                                    8,077,909
   163,000          Verizon Communications, Inc.                     6,826,440
                                                                  ------------
                                                                    29,114,840
                                                                  ------------
TOBACCO: 2.07%                        
   135,400          Philip Morris Cos., Inc.                         5,107,288
                                                                  ------------
                                                                     5,107,288
                                                                  ------------
                    Total Common Stock (Cost $311,536,253)         241,689,451
                                                                  ------------
Total Long-Term Investments           
                      (Cost $311,536,253)                          241,689,451
                                                                  ------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
SHORT-TERM INVESTMENT: 1.90%                                                    
$ 4,673,000          State Street Repurchase Agreement                          
dated 11/29/02, 1.150%, due       
12/02/02, $4,673,448 to be        
received upon repurchase          
(Collateralized by $3,410,000     
U.S. Treasury Bonds, 8.750%       
Market Value $4,767,422 due       
                      05/15/17)                                   $  4,673,000
                                                                  ------------
Total Short-Term Investment           
                      (Cost $4,673,000)                              4,673,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $316,209,253)*             100.04%    $246,362,451
                     OTHER ASSETS AND LIABILITIES-NET    -0.04%        (102,085)
                                                       ------     ------------
                    NET ASSETS                         100.00%    $246,260,366
                                                       ======     ============

@    Non-income producing security                                              
@@   Foreign Issuer                                                             
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized depreciation consists of:                    

                    Gross Unrealized Appreciation                 $ 10,936,965
                     Gross Unrealized Depreciation                  (80,783,767)
                                                                  ------------
                     Net Unrealized Depreciation                   $(69,846,802)
                                                                  ============

See Accompanying Notes to Financial Statements

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ING                                                                             
MidCap Value                                                                    
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 96.04%                                                            
AGRICULTURE: 4.66%                    
    41,140          Loews Corp. - Carolina Group                  $    761,501
    25,640          UST, Inc.                                          825,608
                                                                  ------------
                                                                     1,587,109
                                                                  ------------
AIRLINES: 4.09%                       
    97,780    @     AMR Corp.                                          756,817
    47,300          Delta Air Lines, Inc.                              638,550
                                                                  ------------
                                                                     1,395,367
                                                                  ------------
APPAREL: 1.41%                        
    58,380  @@, @   Tommy Hilfiger Corp.                               476,381
                                                                  ------------
                                                                       476,381
                                                                  ------------
AUTO PARTS & EQUIPMENT: 5.03%         
    57,600          Delphi Corp.                                       489,600
    85,240          Goodyear Tire & Rubber Co.                         702,378
    65,000          Visteon Corp.                                      523,250
                                                                  ------------
                                                                     1,715,228
                                                                  ------------
BUILDING MATERIALS: 0.93%             
    12,690          York Intl. Corp.                                   318,265
                                                                  ------------
                                                                       318,265
                                                                  ------------
CHEMICALS: 3.35%                      
    10,030          Great Lakes Chemical Corp.                         251,753
    30,970          Sherwin-Williams Co.                               892,865
                                                                  ------------
                                                                     1,144,618
                                                                  ------------
COAL: 2.25%                           
    86,640          Massey Energy Co.                                  766,764
                                                                  ------------
                                                                       766,764
                                                                  ------------
COMMERCIAL SERVICES: 1.02%            
   105,000    @     Service Corp. Intl.                                348,600
                                                                  ------------
                                                                       348,600
                                                                  ------------
COMPUTERS: 8.58%                      
   194,000    @     Gateway, Inc.                                      739,140
    32,850    @     NCR Corp.                                          906,660
   114,490    @     Unisys Corp.                                     1,282,288
                                                                  ------------
                                                                     2,928,088
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 3.65% 
    57,000          CIT Group, Inc.                                  1,245,450
                                                                  ------------
                                                                     1,245,450
                                                                  ------------
ELECTRIC: 10.36%                      
    43,680          Alliant Energy Corp.                               711,110
    68,500    @     Edison Intl.                                       759,665
   112,000    @     Mirant Corp.                                       235,200
    75,000    @     PG&E Corp.                                       1,035,750
     9,100          PPL Corp.                                          303,030
    70,740          Sierra Pacific Resources                           490,936
                                                                  ------------
                                                                     3,535,691
                                                                  ------------
ELECTRONICS: 3.37%                    
   249,000    @     Solectron Corp.                                  1,150,380
                                                                  ------------
                                                                     1,150,380
                                                                  ------------
FOOD: 3.42%                           
    61,500    @     Smithfield Foods, Inc.                           1,166,040
                                                                  ------------
                                                                     1,166,040
                                                                  ------------
HOUSEHOLD PRODUCTS/WARES: 2.98%       
    37,180          American Greetings                                 604,919
    24,110          Tupperware Corp.                                   413,004
                                                                  ------------
                                                                     1,017,923
                                                                  ------------
INSURANCE: 9.17%                      
    20,050          Allmerica Financial Corp.                          220,350
     4,560          American National Insurance                        403,469
    16,380    @     CNA Financial Corp.                                405,896
    26,030          Mony Group, Inc.                                   614,568
    32,100          Nationwide Financial Services                      948,555
    64,770          Phoenix Cos., Inc.                                 534,353
                                                                  ------------
                                                                     3,127,191
                                                                  ------------
IRON/STEEL: 2.31%                     
    54,450          United States Steel Corp.                          788,436
                                                                  ------------
                                                                       788,436
                                                                  ------------
OFFICE/BUSINESS EQUIPMENT: 4.11%      
   160,960    @     Xerox Corp.                                      1,403,571
                                                                  ------------
                                                                     1,403,571
                                                                  ------------
OIL & GAS: 1.47%                      
    17,000          Sunoco, Inc.                                       503,200
                                                                  ------------
                                                                       503,200
                                                                  ------------
PIPELINES: 2.96%                      
    66,700          Aquila, Inc.                                       134,734
   222,110          Dynegy, Inc.                                       259,869
    72,400          EL Paso Corp.                                      616,848
                                                                  ------------
                                                                     1,011,451
                                                                  ------------
RETAIL: 4.04%                         
   101,190    @     Toys R US, Inc.                                  1,377,196
                                                                  ------------
                                                                     1,377,196
                                                                  ------------
SEMICONDUCTORS: 0.93%                 
   230,000    @     Agere Systems, Inc.                                317,400
                                                                  ------------
                                                                       317,400
                                                                  ------------
TELECOMMUNICATIONS: 11.14%            
   365,870    @     Avaya, Inc.                                      1,061,023
    83,240    @     Comverse Technology, Inc.                        1,008,869
   440,000    @     Lucent Technologies, Inc.                          770,000
   108,430    @     Tellabs, Inc.                                      961,774
                                                                  ------------
                                                                     3,801,666
                                                                  ------------
TOBACCO: 1.87%                        
16,550          RJ Reynolds Tobacco Hold-                             
                    ings, Inc.                                         638,830
                                                                  ------------
                                                                       638,830
                                                                  ------------
TOYS/GAMES/HOBBIES: 2.94%             
    78,210          Hasbro, Inc.                                     1,002,652
                                                                  ------------
                                                                     1,002,652
                                                                  ------------
                    Total Common Stock (Cost $44,065,821)           32,767,497
                                                                  ------------
Total Long-Term Investments           
                      (Cost $ 44,065,821)                           32,767,497
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
MidCap Value                                                                    
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
SHORT-TERM INVESTMENT: 3.01%                                                    
$ 1,027,000          State Street Repurchase Agreement                          
dated 11/29/02, 1.150%, due       
12/02/02, $1,027,098 to be        
received upon repurchase          
(Collateralized by $750,000       
U.S. Treasury Bonds, 8.750%       
Market Value $1,048,553 due       
                      05/15/17)                                   $  1,027,000
                                                                  ------------
Total Short-Term Investment           
                      (Cost $1,027,000)                              1,027,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $45,092,821)*               99.05%    $ 33,794,497
                    OTHER ASSETS AND LIABILITIES-NET     0.95%         324,989
                                                       ------     ------------
                    NET ASSETS                         100.00%    $ 34,119,486
                                                       ======     ============

@    Non-income producing security                                              
@@   Foreign Issuer                                                             
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized depreciation consists of:                    

                    Gross Unrealized Appreciation                 $  1,052,893
                     Gross Unrealized Depreciation                  (12,351,217)
                                                                  ------------
                     Net Unrealized Depreciation                   $(11,298,324)
                                                                  ============

See Accompanying Notes to Financial Statements

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ING                                                                             
SmallCap                                                                        
Value                                                                           
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 95.76%                                                            
APPAREL: 7.55%                        
    40,000    @     Nautica Enterprises, Inc.                     $    450,400
     9,950          Reebok International Ltd.                          285,466
    60,000          Stride Rite Corp.                                  504,000
    81,830  @@, @   Tommy Hilfiger Corp.                               667,733
    89,300    @     Vans, Inc.                                         536,693
                                                                  ------------
                                                                     2,444,292
                                                                  ------------
AUTO PARTS & EQUIPMENT: 5.25%         
    27,600          Cooper Tire & Rubber Co.                           438,840
    96,000          Goodyear Tire & Rubber Co.                         791,040
    58,000          Visteon Corp.                                      466,900
                                                                  ------------
                                                                     1,696,780
                                                                  ------------
BUILDING MATERIALS: 1.44%             
    18,650          York International Corp.                           467,742
                                                                  ------------
                                                                       467,742
                                                                  ------------
CHEMICALS: 9.33%                      
    32,390    @     Cytec Industries, Inc.                             865,785
    25,600          Great Lakes Chemical Corp.                         642,560
     9,490          Lubrizol Corp.                                     295,708
    69,770          PolyOne Corp.                                      544,206
    56,240          Wellman, Inc.                                      674,880
                                                                  ------------
                                                                     3,023,139
                                                                  ------------
COAL: 1.44%                           
    52,570          Massey Energy Co.                                  465,245
                                                                  ------------
                                                                       465,245
                                                                  ------------
COMMERCIAL SERVICES: 5.04%            
    34,630          Kelly Services, Inc.                               858,131
   233,510          Service Corp. International                        775,253
                                                                  ------------
                                                                     1,633,384
                                                                  ------------
COMPUTERS: 2.76%                      
   234,700    @     Gateway, Inc.                                      894,207
                                                                  ------------
                                                                       894,207
                                                                  ------------
ELECTRIC: 1.43%                       
    66,940          Sierra Pacific Resources                           464,564
                                                                  ------------
                                                                       464,564
                                                                  ------------
ELECTRICAL EQUIPMENT: 4.58%           
    59,850          Belden, Inc.                                     1,005,480
    32,700    @     Rayovac Corp.                                      477,420
                                                                  ------------
                                                                     1,482,900
                                                                  ------------
ELECTRONICS: 4.80%                    
   104,560    @     Kemet Corp.                                      1,136,567
    87,400    @     Sanmina-SCI Corp.                                  419,520
                                                                  ------------
                                                                     1,556,087
                                                                  ------------
FOOD: 2.53%                           
    18,120          Sensient Technologies Corp.                        445,208
    19,800    @     Smithfield Foods, Inc.                             375,408
                                                                  ------------
                                                                       820,616
                                                                  ------------
HAND/MACHINE TOOLS: 2.04%             
    38,420          Starrett (L.S.) Co.                                660,824
                                                                  ------------
                                                                       660,824
                                                                  ------------
HEALTHCARE-SERVICES: 3.44%            
    28,400    @     Orthodontic Centers Of America                     366,644
    27,940    @     Pacificare Health Systems                          747,339
                                                                  ------------
                                                                     1,113,983
                                                                  ------------
HOME BUILDERS; 4.69%                  
   119,190          Fleetwood Enterprises, Inc.                        982,126
    81,300    @     National RV Holdings, Inc.                         538,206
                                                                  ------------
                                                                     1,520,332
                                                                  ------------
HOUSEHOLD PRODUCTS/WARES: 4.09%       
    48,320          American Greetings                                 786,166
    31,460          Tupperware Corp.                                   538,910
                                                                  ------------
                                                                     1,325,076
                                                                  ------------
HOUSEWARES: 1.02%                     
    10,450          National Presto Industries, Inc.                   330,847
                                                                  ------------
                                                                       330,847
                                                                  ------------
INSURANCE: 3.12%                      
    15,000          Allmerica Financial Corp.                          164,850
     3,560          American National Insurance                        314,989
     8,420          Landamerica Financial Group, Inc.                  302,278
    27,510          Phoenix Cos., Inc.                                 226,958
                                                                  ------------
                                                                     1,009,075
                                                                  ------------
IRON/STEEL: 5.01%                     
   117,480          Ryerson Tull, Inc.                                 804,738
    56,540          United States Steel Corp.                          818,699
                                                                  ------------
                                                                     1,623,437
                                                                  ------------
LEISURE TIME: 3.13%                   
    96,270          K2, Inc.                                         1,014,686
                                                                  ------------
                                                                     1,014,686
                                                                  ------------
MACHINERY-DIVERSIFIED: 2.53%          
    18,060          Tecumseh Products Co.                              818,118
                                                                  ------------
                                                                       818,118
                                                                  ------------
METAL FABRICATE/HARDWARE: 3.98%       
    23,100          Precision Castparts Corp.                          567,798
   124,620    @     Wolverine Tube, Inc.                               716,565
                                                                  ------------
                                                                     1,284,363
                                                                  ------------
MINING: 1.14%                         
    65,500    @     Stillwater Mining Co.                              370,075
                                                                  ------------
                                                                       370,075
                                                                  ------------
MISCELLANEOUS MANUFACTURER: 2.76%     
    45,730          Trinity Industries, Inc.                           893,107
                                                                  ------------
                                                                       893,107
                                                                  ------------
OIL & GAS SERVICES: 1.62%             
   708,470          Seitel, Inc.                                       524,268
                                                                  ------------
                                                                       524,268
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
SmallCap                                                                        
Value                                                                           
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
RETAIL: 4.63%                         
    10,110          Blair Corp.                                   $    255,176
    24,400          Dillard's, Inc.                                    471,408
   102,420          Syms Corp.                                         774,295
                                                                  ------------
                                                                     1,500,879
                                                                  ------------
TELECOMMUNICATIONS: 4.06%             
   190,980    @     Avaya, Inc.                                        553,842
    62,770    @     Comverse Technology, Inc.                          760,772
                                                                  ------------
                                                                     1,314,614
                                                                  ------------
TOYS/GAMES/HOBBIES: 2.35%             
    59,290          Hasbro, Inc.                                       760,097
                                                                  ------------
                                                                       760,097
                                                                  ------------
                    Total Common Stock (Cost $34,417,976)           31,012,737
                                                                  ------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
SHORT-TERMS INVESTMENT: 3.00%                                                   
REPURCHASE AGREEMENT: 3.00%           
$   972,000          State Street Bank Repurchase Agreement,                    
  1.150%, due 12/02/02, $972,093 to be
received upon repurchase          
(Collateralized by USTB,          
8.750%, Market Value              
                      $992,630, due 05/15/17)                     $    972,000
                                                                  ------------
Total Short-Terms Investment          
                      (Cost $972,000)                                  972,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $35,389,976)*               98.76%    $ 31,984,737
                    OTHER ASSETS AND LIABILITIES-NET     1.24%         402,790
                                                       ------     ------------
                    NET ASSETS                         100.00%    $ 32,387,527
                                                      ======     ===========

@    Non-income producing security                                              
@@   Foreign Issuer                                                             
ADR  American Depository Receipt                                                
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized appreciation consists of:                    

                    Gross Unrealized Appreciation                 $  2,412,537
                     Gross Unrealized Depreciation                   (5,817,776)
                                                                  ------------
                     Net Unrealized Depreciation                   $ (3,405,239)
                                                                  ============

See Accompanying Notes to Financial Statements

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ING                                                                             
Convertible                                                                     
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 2.23%                                                             
HEALTHCARE-SERVICES: 0.83%            
    77,000   @      Community Health Systems, Inc.                $  1,582,350
                                                                  ------------
                                                                     1,582,350
                                                                  ------------
MISCELLANEOUS MANUFACTURER: 0.51%     
    36,000          General Electric Co.                               975,600
                                                                  ------------
                                                                       975,600
                                                                  ------------
RETAIL: 0.89%                         
    60,000          Wendy's International, Inc.                      1,675,800
                                                                  ------------
                                                                     1,675,800
                                                                  ------------
                    Total Common Stock (Cost $4,801,845)             4,233,750
                                                                  ------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
CONVERTIBLE CORPORATE BONDS: 61.97%                                             
ADVERTISING: 1.02%                    
$ 2,000,000          Young & Rubicam, Inc., 3.000%, due 01/15/05      1,947,500 
                                                                  ------------
                                                                     1,947,500
                                                                  ------------
AGRICULTURE: 0.80%                    
1,490,000    #     Bunge Ltd. Finance Corp., 3.750%,                        
                      due 11/15/22                                   1,527,250
                                                                  ------------
                                                                     1,527,250
                                                                  ------------
AUTO PARTS & EQUIPMENT: 1.98%         
 8,900,000    #     Lear Corp., 0.000%, due 02/20/22                 3,760,250
                                                                  ------------
                                                                     3,760,250
                                                                  ------------
BIOTECHNOLOGY: 3.23%                  
 3,300,000    #     Amgen, Inc., 0.000%, due 03/01/32                2,396,625
4,000,000          Genzyme Corp.-Genl Division, 3.000%,                     
                      due 05/15/21                                   3,735,000
                                                                  ------------
                                                                     6,131,625
                                                                  ------------
COMPUTERS: 1.37%                      
 3,004,000   @@, #  ASML Holding NV, 4.250%, due 11/30/04            2,598,460
                                                                  ------------
                                                                     2,598,460
                                                                  ------------
DISTRIBUTION/WHOLESALE: 2.01%         
 5,000,000          Costco Wholesale Corp., 0.000%, due 08/19/17     3,825,000
                                                                  ------------
                                                                     3,825,000
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 3.23% 
4,000,000          Merrill Lynch & Co., Inc., 0.000%,                       
                      due 05/23/31                                   2,105,000
7,000,000          Verizon Global Funding Corp., 0.000%,                    
                      due 05/15/21                                   4,033,750
                                                                  ------------
                                                                     6,138,750
                                                                  ------------
ELECTRIC: 0.55%                       
 2,000,000          Calpine Corp., 4.000%, due 12/26/06              1,047,500
                                                                  ------------
                                                                     1,047,500
                                                                  ------------
ELECTRONICS: 2.68%                    
10,000,000          Solectron Corp., 0.000%, due 11/20/20            5,100,000
                                                                  ------------
                                                                     5,100,000
                                                                  ------------
FOOD: 1.64%                           
 4,470,000   #, X   General Mills, Inc., 0.000%, due 10/28/22        3,117,825
                                                                  ------------
                                                                     3,117,825
                                                                  ------------
HEALTHCARE-SERVICES: 2.22%            
 1,000,000          Quest Diagnostics, 1.750%, due 11/30/21          1,028,750
5,000,000          Universal Health Services, Inc., 0.426%,                 
                      due 06/23/20                                   3,187,500
                                                                  ------------
                                                                     4,216,250
                                                                  ------------
INSURANCE: 0.99%                      
 1,970,000    #     AmerUs Group Co., 2.000%, due 03/06/32           1,886,275
                                                                  ------------
                                                                     1,886,275
                                                                  ------------
INTERNET: 1.15%                       
 3,965,000          America Online, Inc., 0.000%, due 12/06/19       2,180,750
                                                                  ------------
                                                                     2,180,750
                                                                  ------------
LODGING: 2.40%                        
15,000,000    @@    Four Seasons Hotels, Inc., 0.000%,                        
                      due 09/23/29                                   4,556,250
                                                                  ------------
                                                                     4,556,250
                                                                  ------------
MACHINERY-DIVERSIFIED: 0.58%          
 1,000,000          Briggs & Stratton, 5.000%, due 05/15/06          1,098,750
                                                                  ------------
                                                                     1,098,750
                                                                  ------------
MEDIA: 2.61%                          
5,000,000          Clear Channel Communications, Inc., 2.625%,              
                      due 04/01/03                                   4,962,500
                                                                  ------------
                                                                     4,962,500
                                                                  ------------
MINING: 1.08%                         
 3,000,000    @@    Inco Ltd., 0.000%, due 03/29/21                  2,058,750
                                                                  ------------
                                                                     2,058,750
                                                                  ------------
MISCELLANEOUS MANUFACTURER: 2.24%     
 6,000,000    @@    Tyco International Ltd., 0.000%, due 11/17/20    4,260,000
                                                                  ------------
                                                                     4,260,000
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
Convertible                                                                     
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
OIL & GAS: 7.38%                      
$ 3,498,000          Devon Energy Corp., 4.900%, due 08/15/08      $  3,524,235 
 4,200,000          Kerr-McGee Corp., 5.250%, due 02/15/10           4,583,250
 2,165,000          Nabors Industries Ltd., 0.000%, due 02/05/21     1,334,181
 5,000,000          Transocean, Inc., 1.500%, due 05/15/21           4,581,250
                                                                  ------------
                                                                    14,022,916
                                                                  ------------
PHARMACEUTICALS: 7.50%                
 4,000,000          Allergan, Inc., 0.000%, due 11/01/20             2,600,000
 3,000,000          Alza Corp., 0.000%, due 07/28/20                 2,460,000
2,500,000          King Pharmaceuticals, Inc., 2.750%,                      
                      due 11/15/21                                   2,234,375
 7,000,000    #     Roche Holdings, Inc., 0.000%, due 05/06/12       4,086,250
 4,000,000    #     Roche Holdings, Inc., 0.010%, due 01/19/15       2,880,000
                                                                  ------------
                                                                    14,260,625
                                                                  ------------
SEMICONDUCTORS: 5.63%                 
 2,755,000          Burr-Brown Corp., 4.250%, due 02/15/07           2,789,438
3,000,000  @@, #   Chartered Semiconductor Manufacturing Ltd.,              
                      2.500%, due 04/02/06                           2,898,750
1,000,000    @@    Chartered Semiconductor Manufacturing Ltd.,              
                      2.500%, due 04/02/06                             966,250
5,000,000          Cypress Semiconductor Corp., 4.000%,                     
                      due 02/01/05                                   4,043,750
                                                                  ------------
                                                                    10,698,188
                                                                  ------------
SOFTWARE: 4.73%                       
 5,500,000          BEA Systems, Inc., 4.000%, due 12/15/06          4,929,375
 2,500,000          First Data Corp., 2.000%, due 03/01/08           2,831,250
2,500,000          Network Associates, Inc., 0.000%,                        
                      due 02/13/18                                   1,231,250
                                                                  ------------
                                                                     8,991,875
                                                                  ------------
TELECOMMUNICATIONS: 4.95%             
 5,000,000    @@    Amdocs Ltd., 2.000%, due 06/01/08                4,656,250
3,500,000          EchoStar Communications Corp., 4.875%,                   
                      due 01/01/07                                   2,918,125
2,000,000          Nextel Communications, Inc., 6.000%,                     
                      due 06/01/11                                   1,837,500
                                                                  ------------
                                                                     9,411,875
                                                                  ------------
Total Convertible Corporate Bonds     
                      (Cost $118,069,382)                          117,799,164
                                                                  ------------
CORPORATE BONDS: 9.12%                                                          
BIOTECHNOLOGY: 2.34%                  
5,511,000          Millennium Pharmaceuticals, Inc., 5.500%,                
                      due 01/15/07                                   4,450,133
                                                                  ------------
                                                                     4,450,133
                                                                  ------------
COMMERCIAL SERVICES: 0.52%            
 1,000,000          Cendant Corp., 3.000%, due 05/04/21                985,000
                                                                  ------------
                                                                       985,000
                                                                  ------------
ELECTRONICS: 2.69%                    
11,000,000    @@    Celestica, Inc., 0.000%, due 08/01/20            5,115,000
                                                                  ------------
                                                                     5,115,000
                                                                  ------------
MEDIA: 2.53%                          
 6,000,000          Comcast Corp., 0.000%, due 12/19/20              4,800,000
                                                                  ------------
                                                                     4,800,000
                                                                  ------------
OIL & GAS SERVICES: 1.04%             
 1,975,000          Cooper Cameron Corp., 1.750%, due 05/17/21       1,982,406
                                                                  ------------
                                                                     1,982,406
                                                                  ------------
                    Total Corporate Bonds (Cost $17,590,051)        17,332,539
                                                                  ------------
MUTUAL FUNDS: 2.97%                                                             
EQUITY FUND: 2.97%                    
    60,000          SPDR Trust Series 1                              5,637,000
                                                                  ------------
                    Total Mutual Funds (Cost $5,309,940)             5,637,000
                                                                  ------------
PREFERRED STOCK: 20.09%                                                         
AEROSPACE/DEFENSE: 1.03%              
    45,000          Titan Capital Trust                              1,963,125
                                                                  ------------
                                                                     1,963,125
                                                                  ------------
AIRLINES: 0.92%                       
   125,000          Continental Airlines Finance Trust II            1,750,000
                                                                  ------------
                                                                     1,750,000
                                                                  ------------
AUTO MANUFACTURERS: 3.68%             
   109,500          Ford Motor Co. Capital Trust II                  4,927,500
    85,000          General Motors Corp.                             2,065,500
                                                                  ------------
                                                                     6,993,000
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 1.02% 
    88,300          Gabelli Asset Management, Inc.                   1,942,600
                                                                  ------------
                                                                     1,942,600
                                                                  ------------
FOOD: 2.43%                           
    85,000          Suiza Capital Trust II                           4,621,875
                                                                  ------------
                                                                     4,621,875
                                                                  ------------
FOREST PRODUCTS & PAPER: 0.63%        
    25,000          International Paper Capital                      1,203,125
                                                                  ------------
                                                                     1,203,125
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
Convertible                                                                     
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
HEALTHCARE-SERVICES: 0.98%            
$    25,000          Anthem, Inc.                                  $  1,862,500 
                                                                  ------------
                                                                     1,862,500
                                                                  ------------
INSURANCE: 3.53%                      
    20,000          Prudential Financial, Inc.                       1,048,000
    62,000          Reinsurance Group Of America                     2,890,750
   118,000          Travelers Property Casualty Corp.                2,769,460
                                                                  ------------
                                                                     6,708,210
                                                                  ------------
OIL & GAS SERVICES: 1.54%             
    57,005    @@    Weatherford International Ltd.                   2,924,071
                                                                  ------------
                                                                     2,924,071
                                                                  ------------
SAVINGS & LOANS: 3.98%                
    50,000          Sovereign Capital Trust II                       3,868,750
    70,000          Washington Mutual, Inc.                          3,701,250
                                                                  ------------
                                                                     7,570,000
                                                                  ------------
TELECOMMUNICATIONS: 0.35%             
     1,000          Lucent Technologies, Inc.                          657,500
    51,932  @, ++   WinStar Communications, Inc.                             0
                                                                  ------------
                                                                       657,500
                                                                  ------------
                    Total Preferred Stock (Cost $39,272,612)        38,196,006
                                                                  ------------
SHORT-TERM INVESTMENT: 3.35%                                                    
REPURCHASE AGREEMENT: 3.35%           
$ 6,366,000          State Street Bank Repurchase Agreement,                    
    1.150%, due 12/02/02, $6,366,610 to be
      received upon repurchase (Collateralized
       by USTB, 8.750%, Market Value $6,494,040,
                      due 05/15/17)                                  6,366,000
                                                                  ------------
Total Short-Term Investment           
                      (Cost $6,366,000)                              6,366,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $191,409,830)*              99.73%    $189,564,459
                    OTHER ASSETS AND LIABILITIES-NET     0.27%         516,703
                                                       ------     ------------
                    NET ASSETS                         100.00%    $190,081,162
                                                       ======     ============

@    Non-income producing security                                              
@@   Foreign Issuer                                                             
#    Securities with purchase pursuant to Rule 144A, under the securities Act of
1933 and may not be resold subject to that rule except to qualified   
institutional buyers.                                                 
++   Defaulted Security                                                         
X    Market Value determined by ING Valuation Committee appointed by the Funds  
Board Of Directors.                                                   
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized appreciation consists of:                    

                    Gross Unrealized Appreciation                 $  9,414,249
                     Gross Unrealized Depreciation                  (11,259,620)
                                                                  ------------
                     Net Unrealized Depreciation                   $ (1,845,371)
                                                                  ============

See Accompanying Notes to Financial Statements

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ING                                                                             
Equity and Bond                                                                 
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 53.16%                                                            
AGRICULTURE: 0.06%                    
     3,070          Monsanto Co.                                  $     54,001
                                                                  ------------
                                                                        54,001
                                                                  ------------
COMMERCIAL SERVICES: 1.70%            
   122,000          Cendant Corp.                                    1,534,760
                                                                  ------------
                                                                     1,534,760
                                                                  ------------
COMPUTERS: 2.86%                      
   172,900          EMC Corp.                                        1,253,525
    68,184          Hewlett-Packard Co.                              1,328,224
                                                                  ------------
                                                                     2,581,749
                                                                  ------------
COSMETICS/PERSONAL CARE: 0.77%        
    13,800          Kimberly-Clark Corp.                               694,416
                                                                  ------------
                                                                       694,416
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 4.42% 
    36,800          Alliance Capital Management Holding LP           1,287,264
    38,200          Citigroup, Inc.                                  1,485,216
    27,100          Morgan Stanley                                   1,226,004
                                                                  ------------
                                                                     3,998,484
                                                                  ------------
ELECTRIC: 0.27%                       
   105,000    @     Reliant Resources, Inc.                            246,750
                                                                  ------------
                                                                       246,750
                                                                  ------------
ELECTRICAL EQUIPMENT: 0.80%           
    13,800          Emerson Electric Co.                               719,670
                                                                  ------------
                                                                       719,670
                                                                  ------------
ENERGY: 0.00%                         
        84   XX     Orion Refining Corp.                                     1
                                                                  ------------
                                                                             1
                                                                  ------------
FOOD: 0.70%                           
    27,200          Sara Lee Corp.                                     634,576
                                                                  ------------
                                                                       634,576
                                                                  ------------
FOREST PRODUCTS & PAPER: 0.66%        
    13,700          Bowater, Inc.                                      594,306
                                                                  ------------
                                                                       594,306
                                                                  ------------
HEALTHCARE-SERVICES: 0.87%            
    11,900    @     WellPoint Health Networks                          783,377
                                                                  ------------
                                                                       783,377
                                                                  ------------
INSURANCE: 8.05%                      
    22,000          Allstate Corp.                                     858,660
     8,700          American International Group                       566,805
    11,000          Chubb Corp.                                        644,600
    35,500          Cigna Corp.                                      1,545,315
    22,600          Hartford Financial Services Group, Inc.          1,108,756
    21,200          Loews Corp.                                        858,176
    17,400          St-Paul Cos.                                       647,976
    65,750    @     Travelers Property Casualty Corp.                1,048,713
                                                                  ------------
                                                                     7,279,001
                                                                  ------------
MEDIA: 0.76%                          
    41,700          AOL Time Warner, Inc.                              682,629
                                                                  ------------
                                                                       682,629
                                                                  ------------
MINING: 1.91%                         
    52,100          Alcoa, Inc.                                      1,331,155
    25,700          Freeport-McMoRan Copper & Gold, Inc.               398,350
                                                                  ------------
                                                                     1,729,505
                                                                  ------------
MISCELLANEOUS MANUFACTURER: 3.30%     
    65,000          Honeywell International, Inc.                    1,681,550
    73,100   @@     Tyco International Ltd.                          1,304,104
                                                                  ------------
                                                                     2,985,654
                                                                  ------------
OIL & GAS: 5.81%                      
     9,200          Amerada Hess Corp.                                 515,200
    18,100          Anadarko Petroleum Corp.                           854,320
    15,660          Apache Corp.                                       843,761
     8,600          ChevronTexaco Corp.                                576,458
    14,000          ConocoPhillips                                     669,340
        24          Exxon Mobil Corp.                                      835
    12,300          Kerr-McGee Corp.                                   556,575
    16,000   @@     Royal Dutch Petroleum Co.                          696,800
    22,200          Transocean, Inc.                                   539,460
                                                                  ------------
                                                                     5,252,749
                                                                  ------------
OIL & GAS SERVICES: 0.57%             
    24,600          Halliburton Co.                                    516,600
                                                                  ------------
                                                                       516,600
                                                                  ------------
PHARMACEUTICALS: 5.26%                
    44,900          Bristol-Myers Squibb Co.                         1,189,850
    23,800          IVAX Corp.                                         321,538
    13,300    @     King Pharmaceuticals, Inc.                         252,434
    24,700          Merck & Co, Inc.                                 1,467,427
    13,375          Pfizer, Inc.                                       421,848
    18,000          Pharmacia Corp.                                    761,400
    11,500    @     Watson Pharmaceuticals, Inc.                       344,885
                                                                  ------------
                                                                     4,759,382
                                                                  ------------
PIPELINES: 0.54%                      
    57,400          EL Paso Corp.                                      489,048
                                                                  ------------
                                                                       489,048
                                                                  ------------
RETAIL: 4.13%                         
    26,300          CVS Corp.                                          706,944
    21,800    @     Federated Department Stores                        712,424
    20,190  @, X    International Fast Food Corp.                            0
    28,500          May Department Stores Co.                          697,110
    52,300          McDonald's Corp.                                   967,550
    27,500          RadioShack Corp.                                   653,125
                                                                  ------------
                                                                     3,737,153
                                                                  ------------
SAVINGS & LOANS: 0.86%                
    21,700          Washington Mutual, Inc.                            780,766
                                                                  ------------
                                                                       780,766
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
Equity and Bond                                                                 
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
SEMICONDUCTORS: 1.10%                 
   117,100          Advanced Micro Devices, Inc.                  $    995,350
                                                                  ------------
                                                                       995,350
                                                                  ------------
TOBACCO: 1.19%                        
    28,600          Philip Morris Cos., Inc.                         1,078,792
                                                                  ------------
                                                                     1,078,792
                                                                  ------------
TELECOMMUNICATIONS: 6.57%             
    61,900    @     3Com Corp.                                         318,785
   146,300    @     ADC Telecommunications, Inc.                       317,471
   138,800    @     AT&T Wireless Services, Inc.                     1,047,940
   268,600    @     JDS Uniphase Corp.                                 915,926
   190,600          Lucent Technologies, Inc.                          333,550
   184,900    @     Tellabs, Inc.                                    1,640,063
    32,448          Verizon Communications, Inc.                     1,358,922
                                                                  ------------
                                                                     5,932,657
                                                                  ------------
                    Total Common Stock (Cost $60,695,857)           48,061,376
                                                                  ------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
BONDS/NOTES: 1.31%                                                              
SOVEREIGN: 1.31%                      
$ 1,000,000   @@     Canadian Government Bond, 4.500%,                          
                      due 09/01/07                                $    644,691
500,000   @@     Poland Government International Bond,                  
                      6.250%, due 07/03/12                             542,500
                                                                  ------------
                    Total Bonds/Notes (Cost $1,138,083)              1,187,191
                                                                  ------------
CONVERTIBLE CORPORATE BONDS: 0.76%                                              
AEROSPACE/DEFENSE: 0.11%              
   125,000          Simula, Inc., 8.000%, due 05/01/04                 101,250
                                                                  ------------
                                                                       101,250
                                                                  ------------
MEDIA: 0.55%                          
500,000          Clear Channel Communications, Inc.,                    
                      2.625%, due 04/01/03                             496,250
                                                                  ------------
                                                                       496,250
                                                                  ------------
TELECOMMUNICATIONS: 0.10%             
150,000          NMS Communications Corp., 5.000%,                      
                      due 10/15/05                                      87,188
2,000,000 #,X,++   SA Telecommunications, Inc., 10.000%,                    
                      due 08/15/06                                           0
                                                                  ------------
                                                                        87,188
                                                                  ------------
Total Convertible Corporate Bonds     
                      (Cost $2,687,851)                                684,688
                                                                  ------------
CORPORATE BONDS: 17.00%                                                         
BUILDING MATERIALS: 0.29%             
   200,000          Dayton Superior Corp., 13.000%, due 06/15/09       165,000
   100,000          Nortek Holdings, Inc., 8.875%, due 08/01/08        100,500
                                                                  ------------
                                                                       265,500
                                                                  ------------
CHEMICALS: 0.56%                      
   500,000          Dow Chemical Co., 5.750%, due 12/15/08             508,278
                                                                  ------------
                                                                       508,278
                                                                  ------------
COMMERCIAL SERVICES: 0.23%            
   120,000    #     Mail Well I Corp., 9.625%, due 03/15/12            104,400
100,000          United Rentals North America, Inc.,                    
                      10.750%, due 04/15/08                            106,000
                                                                  ------------
                                                                       210,400
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 4.01% 
   160,000   @@     Amvescap PLC, 6.375%, due 05/15/03                 162,820
   500,000          Boeing Capital Corp., 7.100%, due 09/27/05         543,049
   500,000          Ford Motor Credit Co., 6.500%, due 01/25/07        487,533
550,000          General Motors Acceptance Corp., 6.125%,               
                      due 09/15/06                                     548,441
   900,000    #     Goldman Sachs Group LP, 6.625%, due 12/01/04       964,246
750,000          Household Finance Corp., 5.750%,                       
                      due 01/30/07                                     744,617
250,000          Orion Power Holdings, Inc., 12.000%,                   
                      due 05/01/10                                     173,750
                                                                  ------------
                                                                     3,624,456
                                                                  ------------
ELECTRIC: 2.34%                       
   277,000          Calpine Corp., 7.625%, due 04/15/06                131,575
450,000   @@     Empresa Nacional de Electricidad SA,                   
                      8.500%, due 04/01/09                             448,395
   450,000          Exelon Corp., 6.750%, due 05/01/11                 481,621
   500,000          Progress Energy, Inc., 6.750%, due 03/01/06        525,379
   500,000   @@     Tenaga Nasional BHD, 7.625%, due 04/01/11          528,751
                                                                  ------------
                                                                     2,115,721
                                                                  ------------
ELECTRONICS: 0.12%                    
100,000   @@     Flextronics International Ltd., 9.875%,                
                      due 07/01/10                                     109,500
                                                                  ------------
                                                                       109,500
                                                                  ------------
ENVIRONMENTAL CONTROL: 0.11%          
100,000          Allied Waste North America, 8.875%,                    
                      due 04/01/08                                     103,500
                                                                  ------------
                                                                       103,500
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
Equity and Bond                                                                 
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
FOOD: 0.69%                           
$   450,000          Conagra Foods, Inc., 9.750%, due 03/01/21     $    619,605 
                                                                  ------------
                                                                       619,605
                                                                  ------------
HOLDING COMPANIES-DIVERS: 0.12%       
180,000          Penhall International, Inc., 12.000%,                  
                      due 08/01/06                                     108,900
                                                                  ------------
                                                                       108,900
                                                                  ------------
IRON/STEEL: 0.17%                     
   100,000          AK Steel Corp., 7.875%, due 02/15/09               102,750
    50,000          Armco, Inc., 9.000%, due 09/15/07                   51,250
                                                                  ------------
                                                                       154,000
                                                                  ------------
LODGING: 0.49%                        
   100,000          Boyd Gaming Corp., 8.750%, due 04/15/12            106,250
   100,000          Mandalay Resort Group, 9.250%, due 12/01/05        104,750
125,000          Prime Hospitality Corp., 8.375%,                       
                      due 05/01/12                                     120,938
   100,000          Station Casinos, Inc., 9.875%, due 07/01/10        109,750
                                                                  ------------
                                                                       441,688
                                                                  ------------
MEDIA: 1.47%                          
   500,000          AOL Time Warner, Inc., 5.625%, due 05/01/05        505,075
170,000          Charter Communications Holdings, 10.000%,              
                      due 04/01/09                                      85,000
   500,000          Comcast Corp., 0.000%, due 12/19/20                400,000
100,000          Mediacom Broadband LLC, 11.000%,                       
                      due 07/15/13                                     102,500
   150,000          Primedia, Inc., 7.625%, due 04/01/08               134,625
100,000          Sinclair Broadcast Group, Inc., 8.750%,                
                      due 12/15/07                                     104,875
                                                                  ------------
                                                                     1,332,075
                                                                  ------------
OIL & GAS: 1.27%                      
   400,000          Conoco, Inc., 5.900%, due 04/15/04                 418,948
   225,000          Energy Corp. Of America, 9.500%, due 05/15/07      139,500
450,000          Pemex Project Funding Master Trust, 9.125%,            
                      due 10/13/10                                     498,375
100,000          Premcor Refining Group, Inc., 8.625%,                  
                      due 08/15/08                                      91,500
                                                                  ------------
                                                                     1,148,323
                                                                  ------------
PIPELINES: 0.45%                      
   400,000          Kinder Morgan, Inc., 6.500%, due 09/01/12          411,126
                                                                  ------------
                                                                       411,126
                                                                  ------------
REGIONAL (STATE/PROVINCE): 0.46%      
   400,000   @@     Province of Quebec, 5.000%, due 07/17/09           416,899
                                                                  ------------
                                                                       416,899
                                                                  ------------
REITS: 0.11%                          
   100,000          Felcor Lodging LP, 9.500%, due 09/15/08            103,000
                                                                  ------------
                                                                       103,000
                                                                  ------------
SOVEREIGN: 1.55%                      
   615,705   @@     Brazil Intl. Bond, 8.000%, due 04/15/14            378,648
 1,000,000   @@     German Intl. Bond, 4.500%, due 08/17/07          1,021,875
                                                                  ------------
                                                                     1,400,523
                                                                  ------------
TELECOMMUNICATIONS: 2.35%             
500,000          Citizens Communications Co., 7.450%,                   
                      due 01/15/04                                     516,017
   175,000          Echostar DBS Corp., 9.250%, due 02/01/06           180,250
   500,000   @@     France Telecom, 10.000%, due 03/01/31              591,046
150,000          Nextel Communications, Inc., 10.650%,                  
                      due 09/15/07                                     147,375
200,000          Qwest Capital Funding, Inc., 7.000%,                   
                      due 08/03/09                                     126,000
500,000          Verizon Global Funding Corp., 7.375%,                  
                      due 09/01/12                                     554,539
500,000 X, ++    WinStar Communications, Inc., 12.750%,                 
                      due 04/15/10                                         100
                                                                  ------------
                                                                     2,115,327
                                                                  ------------
TEXTILES: 0.12%                       
   100,000          Simmons Co., 10.250%, due 03/15/09                 107,500
                                                                  ------------
                                                                       107,500
                                                                  ------------
TRANSPORTATION: 0.09%                 
    75,000          Gulfmark Offshore, Inc., 8.750%, due 06/01/08       76,875
                                                                  ------------
                                                                        76,875
                                                                  ------------
                    Total Corporate Bonds (Cost $15,579,506)        15,373,196
                                                                  ------------
U.S. TREASURY NOTES: 4.01%                                                      
 1,000,000          2.250%, due 07/31/04                             1,006,016
 1,500,000          3.250%, due 08/15/07                             1,502,403
 1,100,000          4.375%, due 08/15/12                             1,114,009
                                                                  ------------
                    Total U.S. Treasury Notes (Cost $3,680,186)      3,622,428
                                                                  ------------
U.S. GOVERNMENT AGENCY OBLIGATIONS: 14.55%                                      
FEDERAL HOME LOAN BANK: 0.54%         
   500,000          4.500%, due 11/15/12                               490,902
                                                                  ------------
                                                                       490,902
                                                                  ------------
FEDERAL HOME LOAN MORTGAGE: 3.27%     
   666,032          5.500%, due 01/01/14                               689,574
   317,845          6.000%, due 04/01/14                               331,927
 1,002,670          6.500%, due 12/01/31                             1,037,407
   858,596          7.000%, due 06/01/29                               896,947
                                                                  ------------
                                                                     2,955,855
                                                                  ------------

See Accompanying Notes to Financial Statements

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ING                                                                             
Equity and Bond                                                                 
Fund                                                                            
PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Principal                                                                       
Amount                                                                Value     
--------------------------------------------------------------------------------
FEDERAL NATIONAL MORTGAGE: 7.46%      
$ 1,432,954          6.000%, due 01/01/32                          $  1,466,411 
   671,423          6.000%, due 02/01/32                               687,079
 1,000,000          6.125%, due 03/15/12                             1,106,145
   965,139          6.500%, due 06/01/14                             1,015,703
   175,394          6.500%, due 08/01/15                               184,193
   554,566          6.500%, due 12/01/31                               573,268
 1,237,776          7.000%, due 03/01/15                             1,312,004
   248,445          7.500%, due 09/01/30                               262,660
   128,825          8.000%, due 08/01/30                               137,784
                                                                  ------------
                                                                     6,745,247
                                                                  ------------
GOVERNMENT NATIONAL MORTGAGE: 3.28%   
 2,211,968          6.500%, due 06/15/29                             2,303,966
   397,210          7.500%, due 11/15/29                               422,676
   218,655          8.000%, due 07/15/30                               234,578
                                                                  ------------
                                                                     2,961,220
                                                                  ------------
  Total U.S. Government Agency Obligations
                      (Cost $12,488,115)                            13,153,224
                                                                  ------------
COLLATERALIZED MORTGAGE OBLIGATIONS AND ASSET BACKED SECURITIES: 1.20%          
COMMERCIAL MBS: 0.45%                 
405,733   @, #   Allied Capital Commercial Mortgage Trust,              
                      6.710%, due 01/01/28                             405,611
     2,027   @, #   Criimi Mae CMBS Corp., 5.700%, due 06/20/30          2,026
                                                                  ------------
                                                                       407,637
                                                                  ------------
HOME EQUITY ABS: 0.75%                
633,605    @     Emergent Home Equity Loan Trust, 7.080%,               
                      due 12/15/28                                     678,110
                                                                  ------------
                                                                       678,110
                                                                  ------------
   Total Collateralized Mortgage Obligations
                      (Cost $1,023,908)                              1,085,747
                                                                  ------------
MUTUAL FUNDS: 4.76%                                                             
INVESTMENT COMPANIES: 4.76%           
   114,416    B     ING High Yield Bond Fund                           927,918
   330,000    B     ING High Yield Opportunity Fund                  2,168,100
   205,000    B     ING Prime Rate Trust                             1,211,550
                                                                  ------------
                    Total Mutual Funds (Cost $4,470,477)             4,307,568
                                                                  ------------
WARRANTS: 0.01%                                                                 
BUILDING MATERIALS: 0.00%             
       400    @     Dayton Superior Corp.                                  160
                                                                  ------------
                                                                           160
                                                                  ------------
FOOD/BEVERAGE: 0.00%                  
       370  @, XX   North Atlantic Trading Co.                               4
                                                                  ------------
                                                                             4
                                                                  ------------
MISCELLANEOUS MANUFACTURING: 0.01%    
       500  @, XX   Packaged Ice, Inc.                                   5,000
                                                                  ------------
                                                                         5,000
                                                                  ------------
TELECOMMUNICATIONS: 0.00%             
       500    @     Iridium World Communications, Inc.                       5
                                                                  ------------
                                                                             5
                                                                  ------------
                    Total Warrants (Cost $57,953)                        5,169
                                                                  ------------
SHORT-TERMS INVESTMENT: 2.68%                                                   
REPURCHASE AGREEMENT: 2.68%           
2,422,000          State Street Bank Repurchase Agreement,                  
    1.150%, due 12/02/02, $2,422,232 to be
      received upon repurchase (Collateralized
by USTN, 6.750%, Market Value     
                      $2,472,469, due 05/15/05)                      2,422,000
                                                                  ------------
Total Short-Terms Investment          
                      (Cost $2,422,000)                              2,422,000
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $104,243,936)*              99.44%    $ 89,902,587
                    OTHER ASSETS AND LIABILITIES-NET     0.56%         506,466
                                                       ------     ------------
                    NET ASSETS                         100.00%    $ 90,409,053
                                                       ======     ============

@    Non-income producing security                                              
@@   Foreign Issuer                                                             
ADR  American Depository Receipt                                                
B    Represents investments in an affiliated fund.                              
#    Securities with purchases pursuant to Rule 144A, under the securities Act  
of 1933 and may not be resold subject to that rule except to qualified
institutional buyers.                                                 
X    Market Value determined by ING Valuation Committee appointed by the Funds  
Board Of Directors.                                                   
XX   Value of securities obtained from one or more dealers making in the        
securities which have been adjusted based on the Fund's valuation     
procedures.                                                           
++   Defaulted Security                                                         
*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized appreciation consists of:                    

                    Gross Unrealized Appreciation                 $  3,202,450
                     Gross Unrealized Depreciation                  (17,543,799)
                                                                  ------------
                     Net Unrealized Depreciation                   $(14,341,349)
                                                                  ============

See Accompanying Notes to Financial Statements

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ING                                                                             
Real Estate                                                                     
Fund                                                                            
  PORTFOLIO OF INVESTMENTS as of November 30, 2002 (Unaudited)
--------------------------------------------------------------------------------
Shares                                                                Value     
--------------------------------------------------------------------------------
COMMON STOCK: 5.78%                                                             
LODGING: 5.78%                        
   228,100          Hilton Hotels Corp.                           $  3,122,689
   112,900          Starwood Hotels & Resorts Worldwide, Inc.        2,859,757
                                                                  ------------
                    Total Common Stock (Cost $5,253,682)             5,982,446
                                                                  ------------
REAL ESTATE INVESTMENT TRUST: 91.70%                                            
APARTMENTS: 19.78%                    
    96,500          Apartment Investment & Management Co.            3,606,205
   160,000          Archstone-Smith Trust                            3,696,000
    68,200          BRE Properties                                   2,097,832
    93,600          Camden Property Trust                            3,181,464
   102,500          Equity Residential                               2,677,300
    82,200          Home Properties Of NY, Inc.                      2,692,050
   164,500          United Dominion Realty Trust, Inc.               2,553,040
                                                                  ------------
                                                                    20,503,891
                                                                  ------------
DIVERSIFIED FINANCIAL SERVICES: 13.40%
   122,500          Duke Realty Corp.                                3,062,500
    76,000          iStar Financial, Inc.                            2,086,200
   107,861          Keystone Property Trust                          1,812,065
   152,100          Liberty Property Trust                           4,783,545
    57,300          Vornado Realty Trust                             2,140,728
                                                                  ------------
                                                                    13,885,038
                                                                  ------------
HEALTH CARE: 2.42%                    
    71,700          Health Care REIT, Inc.                           1,996,845
    16,700          Healthcare Realty Trust, Inc.                      512,857
                                                                  ------------
                                                                     2,509,702
                                                                  ------------
OFFICE PROPERTY: 19.83%               
   122,800          Arden Realty, Inc.                               2,735,984
   125,900          Boston Properties, Inc.                          4,667,113
    65,100          CarrAmerica Realty Corp.                         1,648,332
   164,079          Equity Office Properties Trust                   4,218,471
   118,300          Mack-Cali Realty Corp.                           3,549,000
   136,000          Prentiss Properties Trust                        3,738,640
                                                                  ------------
                                                                    20,557,540
                                                                  ------------
REGIONAL MALLS: 15.23%                
    80,400          CBL & Associates Properties, Inc.                3,159,720
    94,400          General Growth Properties, Inc.                  4,663,360
   114,300          Macerich Co.                                     3,475,863
   133,128          Simon Property Group, Inc.                       4,489,076
                                                                  ------------
                                                                    15,788,019
                                                                  ------------
SHOPPING CENTERS: 12.92%              
   186,500          Developers Diversified Realty Corp.              4,108,595
   165,400          Heritage Property Investment Trust               4,101,920
   167,500          Regency Centers Corp.                            5,175,750
                                                                  ------------
                                                                    13,386,265
                                                                  ------------
WAREHOUSE: 8.12%                      
   117,100          AMB Property Corp.                               3,237,815
   210,600          Prologis                                         5,176,548
                                                                  ------------
                                                                     8,414,363
                                                                  ------------
Total Real Estate Investment Trust    
                      (Cost $85,532,231)                            95,044,818

SHORT-TERMS INVESTMENTS: 0.55%                                                  
REPURCHASE AGREEMENT: 0.55%           
570,027          State Street Bank Repurchase Agreement,                
 1.310%, due 12/02/02 to be received
       upon repurchase (Collateralized by FHLMC,
                      2.260%, Market Value 583,955, due 02/13/03       570,027
                                                                  ------------
Total Short-Terms Investment          
                      (Cost $570,027)                                  570,027
                                                                  ------------
TOTAL INVESTMENTS IN SECURITIES       
                      (COST $91,355,940)*               98.03%    $101,597,291
                    OTHER ASSETS AND LIABILITIES-NET     1.97%       2,046,599
                                                       ------     ------------
                    NET ASSETS                         100.00%    $103,643,890
                                                       ======     ============

*    Cost for federal income tax purposes is the same as for financial statement
purposes. Net unrealized appreciation consists of:                    

                    Gross Unrealized Appreciation                 $ 11,022,049
                     Gross Unrealized Depreciation                     (780,698)
                                                                  ------------
                    Net Unrealized Appreciation                   $ 10,241,351
                                                                  ============

See Accompanying Notes to Financial Statements

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 TRUSTEE AND OFFICER INFORMATION (Unaudited)
--------------------------------------------------------------------------------

The business and affairs of the Fund are managed under the direction of the     
Fund's Board of Directors/Trustees. Information pertaining to the Trustees and  
Officers of the Portfolio is set forth below:                                   

                                                        [Enlarge/Download Table]

                                                                                           NUMBER OF                         
                                                                   PRINCIPAL             PORFOLIOS IN            OTHER       
                                            TERM OF OFFICE       OCCUPATION(S)           FUND COMPLEX        DIRECTORSHIPS   
      NAME, ADDRESS           POSITION(S)   AND LENGTH OF          DURING THE             OVERSEEN BY           HELD BY      
         AND AGE            HELD WITH FUND   TIME SERVED        PAST FIVE YEARS         DIRECTOR/TRUSTEE        TRUSTEE      
         -------            --------------   -----------        ---------------         ----------------        -------      
                                                                                                                             
Independent Trustees:                                                                                                        

Paul S. Doherty                Trustee       October        Mr. Doherty is President          105         Mr. Doherty is a   
7337 E. Doubletree Ranch Rd.                 1999 to        and Partner, Doherty,                         Trustee of the GCG 
Scottsdale, AZ 85258                         Present        Wallace, Pillsbury and                        Trust (February    
Born: 1934                                                  Murphy, P.C.,Attorneys                        2002 to present).  
                                                            (1996 to present); a                                             
                                                            Director of Tambrands,                                           
                                                            Inc. (1993 to 1998); and a                                       
                                                            Trustee of each of the                                           
                                                            funds managed by                                                 
                                                            Northstar Investment                                             
                                                            Management Corporation                                           
                                                            (1993 to 1999).                                                  

J. Michael Earley              Trustee       February       President and Chief               105         Mr. Earley is a    
7337 E. Doubletree Ranch Rd.                 2002 to        Executive Officer of                          Trustee of the GCG 
Scottsdale, AZ 85258                         Present        Bankers Trust Company,                        Trust (1997 to     
Born: 1945                                                  N.A. (1992 to present).                       present).          

R. Barbara Gitenstein          Trustee       February       President of the College          105         Dr. Gitenstein is a
7337 E. Doubletree Ranch Rd.                 2002 to        of New Jersey (1999 to                        Trustee of the GCG 
Scottsdale, AZ 85258                         Present        present); Executive Vice                      Trust (1997 to     
Born: 1948                                                  President and Provost at                      present).          
                                                            Drake University (1992 to                                        
                                                            1998).                                                           

Walter H. May                  Trustee       October        Retired. Mr. May was              105         Mr. May is a       
7337 E. Doubletree Ranch Rd.                 1999 to        formerly Managing                             Trustee for the    
Scottsdale, AZ 85258                         Present        Director and Director of                      Best Prep Charity  
Born: 1936                                                  Marketing for Piper                           (1991 to present)  
                                                            Jaffray, Inc. (an                             and the GCG Trust  
                                                            investment                                    (February 2002 to  
                                                            banking/underwriting                          present).          
                                                            firm). Mr. May was                                               
                                                            formerly a Trustee of                                            
                                                            each of the funds                                                
                                                            managed by Northstar                                             
                                                            Investment Management                                            
                                                            Corporation (1996 to                                             
                                                            1999).                                                           

Jock Patton                    Trustee       August         Private Investor. Mr.             105         Mr. Patton is a    
7337 E. Doubletree Ranch Rd.                 1995 to        Patton was formerly                           Trustee of the GCG 
Scottsdale, AZ 85258                         Present        Director and Chief                            Trust (February    
Born: 1945                                                  Executive Officer of                          2002 to present);  
                                                            Rainbow Multimedia                            He is also Director
                                                            Group, Inc. (January 1999                     of Hypercom, Inc.  
                                                            to December 2001);                            and JDA Software   
                                                            Director of Stuart                            Group, Inc.        
                                                            Entertainment, Inc.;                          (January 1999 to   
                                                            Directory of Artisoft, Inc.                   present); National 
                                                            (1994 to 1998); President                     Airlines, Inc.; and
                                                            and co-owner of                               BG Associates,     
                                                            StockVal, Inc. (November                                         
                                                            1992 to June 1997) and a                                         
                                                            Partner and Director of                                          
                                                            the law firm of Streich                                          
                                                            Lang, P.A. (1972 to 1993).                                       

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TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued) 
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                          NUMBER OF                          
                                                                   PRINCIPAL            PORFOLIOS IN            OTHER        
                                            TERM OF OFFICE       OCCUPATION(S)          FUND COMPLEX        DIRECTORSHIPS    
      NAME, ADDRESS           POSITION(S)   AND LENGTH OF          DURING THE            OVERSEEN BY           HELD BY       
         AND AGE            HELD WITH FUND   TIME SERVED        PAST FIVE YEARS        DIRECTOR/TRUSTEE        TRUSTEE       
         -------            --------------   -----------        ---------------        ----------------        -------       
                                                                                                                             
David W.C. Putnam              Trustee       October        President and Director of        105         Mr. Putnam is a     
7337 E. Doubletree Ranch Rd.                 1999 to        F.L. Putnam Securities                       Trustee of GCG Trust
Scottsdale, AZ 85258                         Present        Company, Inc. and its                        (February 2002 to   
Born: 1939                                                  affiliates. Mr. Putnam is                    present); Director  
                                                            also President, Secretary                    of F.L. Putnam      
                                                            and Trustee of The                           Securities Company, 
                                                            Principled Equity Market                     Inc. (June 1978 to  
                                                            Fund. Mr. Putnam was                         presen F.L. Putnam  
                                                            formerly a                                   Investment          
                                                            Director/Trustee of Trust                    Management Company  
                                                            Realty Corp., Anchor                         (December 2001 to   
                                                            Investment Trust, Bow                        present Asian       
                                                            Ridge Mining Co., and                        American Bank and   
                                                            each of the funds                            Trust Company (June 
                                                            managed by Northstar                         1992 to present);   
                                                            Investment Management                        and Notre Dame      
                                                            Corporation (1994 to                         Health Care Center  
                                                            1999).                                       (1991 to present).  
                                                                                                         He is a Trustee of  
                                                                                                         The Principl Equity 
                                                                                                         Market Fund         
                                                                                                         (November 1996 to   
                                                                                                         present Progressive 
                                                                                                         Capital Accumulation
                                                                                                         Trust (Augus 1998 to
                                                                                                         present); Anchor    
                                                                                                         International Bond  
                                                                                                         Trust (December 2000
                                                                                                         to present F.L.     
                                                                                                         Putnam Foundation   
                                                                                                         (December 2000 to   
                                                                                                         present Mercy       
                                                                                                         Endowment Foundatio 
                                                                                                         (1995 to present);  
                                                                                                         and an Honorary     
                                                                                                         Trustee of Mercy    
                                                                                                         Hospital (1973 to   
                                                                                                         present             

Blaine E. Rieke                Trustee       February       General Partner of               105         Mr. Rieke is a      
7337 E. Doubletree Ranch Rd.                 2001 to        Huntington Partners, an                      Director/Trustee of 
Scottsdale, AZ 85258                         Present        investment partnership                       the Morgan Chase    
Born: 1933                                                  (1997 to present). Mr.                       Trust Co. (January  
                                                            Rieke was formerly                           1998 to present)    
                                                            Chairman and Chief                           and the GCG Trust   
                                                            Executive Officer of                         (February 2002 to   
                                                            Firstar Trust Company                        present).           
                                                            (1973 to 1996). Mr. Rieke                                        
                                                            was formerly the                                                 
                                                            Chairman of the Board                                            
                                                            and a Trustee of each of                                         
                                                            the funds managed by                                             
                                                            ING Investment                                                   
                                                            Management Co. LLC.                                              
                                                            (1998 to 2001).                                                  

Roger B. Vincent               Trustee       February       President of Springwell         105          Mr. Vincent is a    
7337 E. Doubletree Ranch Rd.                 2002 to        Corporation, a corporate                     Trustee of the GCG  
Scottsdale, AZ 85258                         Present        advisory firm (1989 to                       Trust (1994 to      
Born: 1945                                                  present). Mr. Vincent was                    present) and a      
                                                            formerly a Director of                       Director of AmeriGas
                                                            Tatham Offshore, Inc.                        Propane, Inc. (1998 
                                                            (1996 to 2000) and                           to present).        
                                                            Petrolane, Inc. (1993 to                                         
                                                            1995).                                                           

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

                                                        [Enlarge/Download Table]

                                                                                          NUMBER OF                          
                                                                   PRINCIPAL            PORFOLIOS IN            OTHER        
                                            TERM OF OFFICE       OCCUPATION(S)          FUND COMPLEX        DIRECTORSHIPS    
      NAME, ADDRESS           POSITION(S)   AND LENGTH OF          DURING THE            OVERSEEN BY           HELD BY       
         AND AGE            HELD WITH FUND   TIME SERVED        PAST FIVE YEARS        DIRECTOR/TRUSTEE        TRUSTEE       
         -------            --------------   -----------        ---------------        ----------------        -------       
                                                                                                                             
Richard A. Wedemeyer           Trustee       February       Vice President -- Finance        105         Mr. Wedemeyer is a  
7337 E. Doubletree Ranch Rd.                 2001 to        and Administration -- of                     Trustee of          
Scottsdale, AZ 85258                         Present        the Channel Corporation,                     Touchstone  and     
Born: 1936                                                  an importer of specialty                     Consulting Group    
                                                            alloy aluminum products                      (1997 to present)   
                                                            (1996 to present). Mr.                       the GCG Trust       
                                                            Wedemeyer was                                (February 2002 to   
                                                            formerly Vice President                      present).           
                                                            -- Finance and                                                   
                                                            Administration -- of                                             
                                                            Performance Advantage,                                           
                                                            Inc., a provider of                                              
                                                            training and consultation                                        
                                                            services (1992 to 1996),                                         
                                                            and Vice President --                                            
                                                            Operations and                                                   
                                                            Administration of Jim                                            
                                                            Henson Productions                                               
                                                            (1979 to 1997). Mr.                                              
                                                            Wedemeyer was a                                                  
                                                            Trustee of each of the                                           
                                                            funds managed by ING                                             
                                                            Investment Management                                            
                                                            Co. LLC. (1998 to 2001).                                         

Interested Directors:                                                                                                        

R. Glenn Hilliard(1)           Trustee       February       Chairman and CEO of              105         Mr. Hilliard is a   
ING Americas                                 2002 to        ING Americas and a                           Trustee of the GCC  
5780 Powers Ferry Road, NW                   Present        member of its Americas                       Trust (February 2002
Atlanta, GA 30327                                           Executive Committee                          to present). Mr.    
Born: 1943                                                  (1999 to present). Mr.                       Hilliard also serves
                                                            Hilliard was formerly                        as a member of the  
                                                            Chairman and CEO of                          Board of Directors  
                                                            ING North America,                           of the Clemson      
                                                            encompassing the U.S.,                       University          
                                                            Mexico and Canada                            Foundation, th Board
                                                            regions (1994 to 1999).                      of Councilors for   
                                                                                                         the Carter Center, a
                                                                                                         Trustee the Woodruff
                                                                                                         Arts Center and also
                                                                                                         on the Board of     
                                                                                                         Directors for the   
                                                                                                         High Museum of Art. 

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                                                                                          NUMBER OF                          
                                                                   PRINCIPAL            PORFOLIOS IN            OTHER        
                                            TERM OF OFFICE       OCCUPATION(S)          FUND COMPLEX        DIRECTORSHIPS    
      NAME, ADDRESS           POSITION(S)   AND LENGTH OF          DURING THE            OVERSEEN BY           HELD BY       
         AND AGE            HELD WITH FUND   TIME SERVED        PAST FIVE YEARS        DIRECTOR/TRUSTEE        TRUSTEE       
         -------            --------------   -----------        ---------------        ----------------        -------       
                                                                                                                             
Thomas J. McInerney(2)         Trustee       February       Chief Executive Officer,         159         Mr. McInerney serves
7337 E. Doubletree Ranch Rd.                 2001 to        ING U.S. Financial                           as a Director/      
Scottsdale, AZ 85258                         Present        Services (October 2001 to                    Trustee of Aeltus   
Born: 1956                                                  present); President,                         Investment          
                                                            Chief Executive Officer,                     Management, Inc.    
                                                            and Director of Northern                     (1997 to present);  
                                                            Life Insurance Company                       each of the Aetna   
                                                            (2001 to present); and                       Funds (April 2002 to
                                                            President and Director of                    present); Ameribest 
                                                            Aetna Life Insurance and                     Life Insurance Co.  
                                                            Annuity Company (1997 to                     (2001 to present);  
                                                            present), Aetna                              Equitable Life      
                                                            Retirement Holdings, Inc.                    Insurance Co. (2001 
                                                            (1997 to present), Aetna                     to present); First  
                                                            Investment Adviser                           Columbine Life      
                                                            Holding Co. (2000 to                         Insurance Co. (2001 
                                                            present), and Aetna                          to present); Golden 
                                                            Retail Holding Company                       American Life       
                                                            (2000 to present). Mr.                       Insurance Co. (2001 
                                                            McInerney was formerly                       to present); Life   
                                                            General Manager and Chief                    Insurance Company of
                                                            Executive Officer of ING                     Georgia (2001 to    
                                                            Worksite Division (since                     present); Midwestern
                                                            December 2000 to October                     United Life         
                                                            2001); President of Aetna                    Insurance Co. (2001 
                                                            Financial Services                           to present);        
                                                            (August 1997 to December                     ReliaStar Life      
                                                            2000); Head of National                      Insurance Co. (2001 
                                                            Accounts and Core Sales                      to present);        
                                                            and Marketing for Aetna                      Security Life of    
                                                            U.S. Healthcare (April                       Denver (2001 to     
                                                            1996 to March 1997); Head                    present); Security  
                                                            of Corporate Strategies                      Connecticut Life    
                                                            for Aetna Inc. (July 1995                    Insurance Co. (2001 
                                                            to April 1996); and has                      to present);        
                                                            held a variety of line                       Southland Life      
                                                            and corporate staff                          Insurance Co. (2001 
                                                            positions since 1978.                        to present); USG    
                                                                                                         Annuity and Life    
                                                                                                         Company (2001 to    
                                                                                                         present); United    
                                                                                                         Life and Annuity    
                                                                                                         Insurance Co. Inc   
                                                                                                         (2001 to present);  
                                                                                                         and the GCG Trust   
                                                                                                         (February 2002 to   
                                                                                                         present). Mr.       
                                                                                                         McInerney is a      
                                                                                                         member of the Board 
                                                                                                         of the National     
                                                                                                         Commission on       
                                                                                                         Retirement Policy,  
                                                                                                         the Governor's      
                                                                                                         Council on Economic 
                                                                                                         Competitiveness and 
                                                                                                         Technology of       
                                                                                                         Connecticut, the    
                                                                                                         Board of Directors  
                                                                                                         of the Connecticut  
                                                                                                         Business and        
                                                                                                         Industry            
                                                                                                         Association, the    
                                                                                                         Board of Trustees of
                                                                                                         the Bushnell, the   
                                                                                                         Board for the       
                                                                                                         Connecticut Forum,  
                                                                                                         and the Board of the
                                                                                                         Metro Hartford      
                                                                                                         Chamber of Commerce,
                                                                                                         and is Chairman of  
                                                                                                         Concerned Citizens  
                                                                                                         for Effective       
                                                                                                         Government.         

(1)  Mr. Hilliard is an "interested person", as defined by the Investment       
Company Act of 1940, as amended (the "1940 Act"), because of his      
relationship with ING Americas, an affiliate of ING Investments, LLC. 
(2)  Mr. McInerney is an "interested person", as defined by the 1940 Act,       
  because of his affiliation with ING U.S. Worksite Financial Services, an
affiliate of ING Investments, LLC.                                    

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                                                                                        PRINCIPAL                       
                                                      TERM OF OFFICE                  OCCUPATION(S)                     
      NAME, ADDRESS             POSITION(S)            AND LENGTH OF                    DURING THE                      
         AND AGE              HELD WITH FUND            TIME SERVED                  PAST FIVE YEARS                    
         -------              --------------            -----------                  ---------------                    
                                                                                                                        
OFFICERS:                                                                                                               

James M. Hennessy            President, Chief       March 2002 to         President and Chief Executive Officer of ING  
7337 E. Doubletree Ranch Rd. Executive Officer,     Present (for the      Capital Corporation, LLC, ING Funds           
Scottsdale, AZ 85258         and Chief Operating    ING Funds)            Services, LLC, ING Advisors, Inc., ING        
Age: 53                      Officer                                      Investments, LLC, Lexington Funds             
                                                                          Distributor, Inc., Express America T.C. Inc.  
                             President, Chief       February 2001 to      and EAMC Liquidation Corp. (since             
                             Executive Officer,     March 2002 (for       December 2001); Executive Vice President      
                             and Chief Operating    the Pilgrim Funds)    and Chief Operating Officer of ING Funds      
                             Officer                                                                                    
                                                                          Distributor, LLC (since June 2000). Formerly, 
                             Chief Operating        July 2000 to          Executive Vice President and Chief            
                             Officer                February 2001 (for    Operating Officer of ING Quantitative         
                                                    the Pilgrim Funds)    Management, Inc. (October 2001 to             
                                                                          September 2002); Senior Executive Vice        
                                                                          President (June 2000 to December 2000)        
                                                                          and Secretary (April 1995 to December         
                                                                          2000) of ING Capital Corporation, LLC, ING    
                                                                          Funds Services, LLC, ING Investments, LLC,    
                                                                          ING Advisors, Inc., Express America T.C. Inc.,
                                                                          and EAMC Liquidation Corp.; and Executive     
                                                                          Vice President, ING Capital Corporation, LLC  
                                                                          and its affiliates (May 1998 to June 2000)    
                                                                          and Senior Vice President, ING Capital        
                                                                          Corporation, LLC and its affiliates (April    
                                                                          1995 to April 1998).                          

Stanley D. Vyner             Executive Vice         March 2002 to         Executive Vice President of ING Advisors,     
7337 E. Doubletree Ranch Rd. President              Present (for the ING  Inc. and ING Investments, LLC (since July     
Scottsdale, Arizona 85258                           Funds)                2000) and Chief Investment Officer of the     
Age: 52                                                                   International Portfolios, ING Investments,    
                             Executive Vice         July 1996 to March    LLC (since July 1996). Formerly, President    
                             President              2002 (for the         and Chief Executive Officer of ING            
                                                    international         Investments, LLC (August 1996 to August       
                                                    portfolios of the     2000).                                        
                                                    Pilgrim Funds)                                                      

Mary Lisanti                 Executive Vice         March 2002 to         Executive Vice President of ING Investments,  
7337 E. Doubletree Ranch Rd. President              Present (for the ING  LLC and ING Advisors, Inc. (since November    
Scottsdale, AZ 85258                                Funds)                1999); Chief Investment Officer of the        
Age: 46                                                                   Domestic Equity Portfolios, ING Investments,  
                             Executive Vice         May 1998 to March     LLC (since 1999). Formerly, Executive Vice    
                             President              2002 (for the         President of ING Quantitative Management,     
                                                    domestic equity       Inc. (July 2000 to September 2002);           
                                                    portfolios of the     Executive Vice President and Chief            
                                                    Pilgrim Funds)        Investment Officer for the Domestic Equity    
                                                                          Portfolios of Northstar Investment            
                                                                          Management Corporation, whose name            
                                                                          changed to Pilgrim Advisors, Inc. and         
                                                                          subsequently became part of ING               
                                                                          Investments, LLC (May 1998 to October         
                                                                          1999); Portfolio Manager with Strong          
                                                                          Capital Management (May 1996 to 1998); a      
                                                                          Managing Director and Head of Small- and      
                                                                          Mid-Capitalization Equity Strategies at       
                                                                          Bankers Trust Corp. (1993 to 1996).           

Michael J. Roland            Executive Vice         March 2002 to         Executive Vice President, Chief Financial     
7337 E. Doubletree Ranch Rd. President, Assistant   Present (for the ING  Officer and Treasurer of ING Funds Services,  
Scottsdale, AZ 85258         Secretary and          Funds)                LLC, ING Funds Distributor, LLC, ING          
Age: 44                      Principal Financial                          Advisors, Inc., ING Investments, LLC          
                             Officer                                      (December 2001 to present), Lexington         
                                                                          Funds Distributor, Inc., Express America T.C. 
                             Senior Vice President  June 1998 to          Inc. and EAMC Liquidation Corp. (since        
                             and Principal          February 2002 (for    December 2001). Formerly, Executive Vice      
                             Financial Officer      the Pilgrim Funds)    President, Chief Financial Officer and        
                                                                          Treasurer of ING Quantitative Management,     
                                                                          Inc. (December 2001 to October 2002);         
                                                                          Senior Vice President, ING Funds Services,    
                                                                          LLC, ING Investments, LLC, and ING Funds      
                                                                          Distributor, LLC (June 1998 to December       
                                                                          2001) and Chief Financial Officer of          
                                                                          Endeavor Group (April 1997 to June 1998).     

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                                                                                        PRINCIPAL                      
                                                      TERM OF OFFICE                  OCCUPATION(S)                    
      NAME, ADDRESS             POSITION(S)            AND LENGTH OF                    DURING THE                     
         AND AGE              HELD WITH FUND            TIME SERVED                  PAST FIVE YEARS                   
         -------              --------------            -----------                  ---------------                   
                                                                                                                       
OFFICERS:                                                                                                              

Robert S. Naka               Senior Vice President  March 2002 to         Senior Vice President and Assistant          
7337 E. Doubletree Ranch Rd. and Assistant          Present (for the ING  Secretary of ING Funds Services, LLC, ING    
Scottsdale, AZ 85258         Secretary              Funds)                Funds Distributor, LLC, ING Advisors, Inc.,  
Age: 39                                                                   ING Investments, LLC (October 2001 to        
                             Senior Vice President  November 1999 to      present) and Lexington Funds Distributor,    
                             and Assistant          March 2002 (for the   Inc. (since December 2001). Formerly, Senior 
                             Secretary              Pilgrim Funds)        Vice President and Assistant Secretary for   
                                                                          ING Quantitative Management, Inc.            
                             Assistant Secretary    July 1996 to          (October 2001 to October 2002); Vice         
                                                    November 1999 (for    President, ING Investments, LLC (April 1997  
                                                    the Pilgrim Funds)    to October 1999), ING Funds Services, LLC    
                                                                          (February 1997 to August 1999) and           
                                                                          Assistant Vice President, ING Funds Services,
                                                                          LLC (August 1995 to February 1997).          

Robyn L. Ichilov             Vice President and     March 2002 to         Vice President of ING Funds Services, LLC    
7337 E. Doubletree Ranch Rd. Treasurer              Present (for the ING  (since October 2001) and ING Investments,    
Scottsdale, AZ 85258                                Funds)                LLC (since August 1997); Accounting          
Age: 35                                                                   Manager, ING Investments, LLC (since         
                             Vice President and     May 1998 to March     November 1995).                              
                             Treasurer              2002 (for the                                                      
                                                    Pilgrim Funds)                                                     

                             Vice President         November 1997 to                                                   
                                                    May 1998 (for the                                                  
                                                    Pilgrim Funds)                                                     

Kimberly A. Anderson         Vice President and     March 2002 to         Vice President and Assistant Secretary of    
7337 E. Doubletree Ranch Rd. Secretary              Present (for the ING  ING Funds Services, LLC, ING Funds           
Scottsdale, AZ 85258                                Funds)                Distributor, LLC, ING Advisors, Inc., ING    
Age: 38                                                                   Investments, LLC (since October 2001) and    
                                                    February 2001 to      Lexington Funds Distributor, Inc. (since     
                                                    March 2002 (for the   December 2001). Formerly, Vice President     
                                                    Pilgrim Funds)        for ING Quantitative Management, Inc.        
                                                                          (October 2001 to October 2002); Assistant    
                                                                          Vice President of ING Funds Services, LLC    
                                                                          (November 1999 to January 2001) and has      
                                                                          held various other positions with ING Funds  
                                                                          Services, LLC for more than the last five    
                                                                          years.                                       

Todd Modic                   Assistant Vice         March 2002 to         Director of Financial Reporting of ING       
7337 E. Doubletree Ranch Rd. President              Present (for certain  Investments, LLC (since March 2001).         
Scottsdale, AZ 85258                                ING Funds)            Formerly, Director of Financial Reporting,   
Age: 35                                                                   Axient Communications, Inc. (May 2000 to     
                                                    August 2001 to        January 2001) and Director of Finance,       
                                                    March 2002 (for the   Rural/Metro Corporation (March 1995 to       
                                                    Pilgrim Funds)        May 2000).                                   

Maria M. Anderson            Assistant Vice         March 2002 to         Assistant Vice President of ING Funds        
7337 E. Doubletree Ranch Rd. President              Present (for certain  Services, LLC (since October 2001). Formerly,
Scottsdale, AZ 85258                                ING Funds)            Manager of Fund Accounting and Fund          
Age: 44                                                                   Compliance, ING Investments, LLC             
                                                    August 2001 to        (September 1999 to November 2001);           
                                                    March 2002 (for the   Section Manager of Fund Accounting, Stein    
                                                    Pilgrim Funds)        Roe Mutual Funds (July 1998 to August        
                                                                          1999); and Financial Reporting Analyst,      
                                                                          Stein Roe Mutual Funds (August 1997 to       
                                                                          July 1998).                                  

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                                                                                        PRINCIPAL                       
                                                      TERM OF OFFICE                  OCCUPATION(S)                     
      NAME, ADDRESS             POSITION(S)            AND LENGTH OF                    DURING THE                      
         AND AGE              HELD WITH FUND            TIME SERVED                  PAST FIVE YEARS                    
         -------              --------------            -----------                  ---------------                    
                                                                                                                        
OFFICERS:                                                                                                               

Robert K. Kinsey             Vice President and     March 2002 to         Vice President, ING Investments, LLC (since   
7337 E. Doubletree Ranch Rd. Portfolio Manager      Present (for certain  March 1999). Formerly, Vice President and     
Scottsdale, Arizona 85258    (Equity and Bond       ING Funds)            Fixed Income Portfolio Manager, Federated     
Born: 1957                   Fund)                                        Investors (January 1995 to March 1999);       
                                                    March 1999 to         Principal and Sub-Adviser, Harris Investment  
                                                    March 2002 (for       Management (July 1992 to January 1995).       
                                                    certain Pilgrim                                                     
                                                    Funds)                                                              

Edwin Schriver               Senior Vice President  March 2002 to         Senior Vice President (since November 1999)   
7337 E. Doubletree Ranch Rd. and Senior Portfolio   Present (for certain  and Senior Portfolio Manager (since           
Scottsdale, Arizona 85258    Manager (Equity and    ING Funds)            October 2001) for ING Investments, LLC.       
Born: 1945                   Bond Fund)                                   Formerly, Senior High Yield Analyst, Dreyfus  
                                                    November 1999 to      Corporation (April 1998 to November 1999);    
                                                    March 2002 (for cer-  and President of Cresent City Research (July  
                                                    tain Pilgrim Funds)   1993 to April 1998).                          

Steven Rayner                Vice President and     March 2002 to         Vice President of ING Investments, LLC        
7337 E. Doubletree Ranch Rd. Co-Portfolio Manager   Present (for certain  (since October 2001). Formerly, Assistant     
Scottsdale, Arizona 85258    (Financial Services    ING Funds)            Vice President, ING Investments, LLC;         
Born: 1966                   Fund)                                        (February 1998 to January 2001) and has       
                                                    January 2001 to       held various other positions with ING         
                                                    March 2002 (for       Investments, LLC and its predecessors since   
                                                    certain Pilgrim       June 1995.                                    
                                                    Funds)                                                              

Robert Kloss                 Vice President and     March 2002 to         Vice President of ING Investments, LLC        
7337 E. Doubletree Ranch Rd. Co-Portfolio Manager   Present (for certain  (since January 2001) and has held various     
Scottsdale, Arizona 85258    (Financial Services    ING Funds)            other positions with ING Investments, LLC     
Born: 1955                   Fund)                                        and its predecessors for the last five years. 
                                                    January 2001 to                                                     
                                                    March 2002 (for                                                     
                                                    certain Pilgrim                                                     
                                                    Funds)                                                              

Thomas Jackson               Senior Vice President  March 2002 to         Senior Vice President, ING Investments, LLC   
7337 E. Doubletree Ranch Rd. and Senior Portfolio   Present (for certain  (since June 2001) and ING Advisors, Inc.      
Scottsdale, Arizona 85258    Manager (Large         ING Funds)            (since October 2001); and Senior Portfolio    
Born: 1945                   Company Value,                               Manager for ING Investments, LLC and ING      
                             MagnaCap, Tax          June 2001 to March    Advisors, Inc. (since October 2001). Formerly,
                             Efficient Equity and   2002 (for certain     Managing Director, Prudential Investments     
                             Equity and Bond        Pilgrim Funds)        (April 1990 to December 2000); and prior to   
                             Funds)                                       April 1990, Co-Chief Investment Officer and   
                                                                          Managing Director at Century Capital          
                                                                          Associates and Red Oak Advisors.              

Jeffrey Bernstein            Senior Vice President  March 2002 to         Senior Vice President (since October 1999)    
7337 E. Doubletree Ranch Rd. and Senior Portfolio   Present (for certain  of ING Investments, LLC and Senior Portfolio  
Scottsdale, Arizona 85258    Manager (Growth        ING Funds)            Manager (since October 2001) for ING          
Born: 1966                   Opportunities,                               Advisors, Inc. and ING Investments, LLC.      
                             LargeCap Growth,       June 2000 to March    Formerly, Portfolio Manager, Northstar        
                             MidCap Opportunities   2002 (for certain     Investment Management Corporation,            
                             and MidCap Growth      Pilgrim Funds)        whose name changed to Pilgrim Advisors,       
                             Funds)                                       Inc. and subsequently became part of ING      
                                                                          Investments, LLC (May 1998 to October         
                                                                          1999); Portfolio Manager, Strong Capital      
                                                                          Management (1997 to May 1998); and            
                                                                          Portfolio Manager, Berkeley Capital (1995     
                                                                          to 1997).                                     

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

                                                        [Enlarge/Download Table]

                                                                                         PRINCIPAL                       
                                                      TERM OF OFFICE                   OCCUPATION(S)                     
      NAME, ADDRESS             POSITION(S)            AND LENGTH OF                     DURING THE                      
         AND AGE              HELD WITH FUND            TIME SERVED                   PAST FIVE YEARS                    
         -------              --------------            -----------                   ---------------                    
                                                                                                                         
OFFICERS:                                                                                                                

Andrew Chow                  Vice President and      March 2002 to         Vice President, ING Investments, LLC (since   
7337 E. Doubletree Ranch Rd. Portfolio Manager       Present (for certain  September 2000). Formerly, Portfolio          
Scottsdale, Arizona 85258    (Convertible Fund)      ING Funds)            Manager, Conseco Convertible Securities       
Born: 1963                                                                 Fund (1998 to August 2000) and managed        
                                                     October 2001 to       convertible securities accounts with Conseco  
                                                     March 2002 (for       (1991 to 1998).                               
                                                     certain Pilgrim                                                     
                                                     Funds)                                                              

James Vail                   Senior Vice President   March 2002 to         Senior Vice President for ING Investments,    
7337 E. Doubletree Ranch Rd. and Portfolio           Present (for certain  LLC (since June 2001) and Portfolio           
Scottsdale, Arizona 85258    Manager (Tax            ING Funds)            Manager of ING Investments, LLC and ING       
Born: 1944                   Efficient Equity Fund)                        Advisors, Inc. (since October 2001). Formerly,
                                                     June 2001 to March    Vice President, Lexington Management          
                                                     2002 (for certain     Corporation (which was acquired by ING        
                                                     Pilgrim Funds)        Investments, LLC's parent company in July     
                                                                           2000) (1991 to 2000); and has held invest-    
                                                                           ment research positions with Chemical         
                                                                           Bank, Oppenheimer & Co., Robert Fleming,      
                                                                           Inc. and Beacon Trust Company, where he       
                                                                           was a Senior Investment Analyst.              

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ING Funds Distributor, LLC offers the funds listed below. Investors may obtain a
copy of a prospectus of any ING Fund by calling ING Funds Distributor, LLC at   
(800) 992-0180. Please read the prospectus carefully before investing or sending
money.                                                                          

                                                                [Download Table]
                                                                                  
INTERNATIONAL EQUITY                      DOMESTIC EQUITY VALUE FUNDS             
  ING Emerging Countries Fund               ING Financial Services Fund           
  ING International Fund                    ING Large Company Value Fund          
  ING International Growth Fund             ING MagnaCap Fund                     
  ING International SmallCap Growth Fund    ING Tax Efficient Equity Fund         
  ING International Value Fund              ING Value Opportunity Fund            
  ING Precious Metals Fund                  ING SmallCap Value Fund               
  ING Russia Fund                           ING MidCap Value Fund                 

INTERNATIONAL GLOBAL EQUITY               DOMESTIC EQUITY AND INCOME FUNDS        
  ING Global Technology Fund                ING Equity and Bond Fund              
  ING Global Real Estate Fund               ING Convertible Fund                  
  ING Worldwide Growth Fund                 ING Balanced Fund                     
                                            ING Growth and Income Fund            
DOMESTIC EQUITY FUNDS                                                             
  ING Growth Fund                         FIXED INCOME FUNDS                      
  ING Growth + Value Fund                   ING Bond Fund                         
  ING Growth Opportunities Fund             ING Classic Money Market Fund*        
  ING LargeCap Growth Fund                  ING Government Fund                   
  ING MidCap Opportunities Fund             ING GNMA Income Fund                  
  ING Small Company Fund                    ING High Yield Opportunity Fund       
  ING SmallCap Opportunities Fund           ING High Yield Bond Fund              
  ING Technology Fund                       ING Intermediate Bond Fund            
                                            ING Lexington Money Market Trust*     
DOMESTIC EQUITY INDEX FUNDS                 ING National Tax Exempt Bond Fund     
  ING Index Plus LargeCap Fund              ING Money Market Fund*                
  ING Index Plus MidCap Fund                ING Aeltus Money Market Fund*         
  ING Index Plus SmallCap Fund              ING Strategic Bond Fund               
  ING Research Enhanced Index Fund                                                
                                          STRATEGIC ALLOCATION FUNDS              
                                            ING Strategic Allocation Growth Fund  
                                            ING Strategic Allocation Balanced Fund
                                            ING Strategic Allocation Income Fund  

                                          LOAN PARTICIPATION FUNDS                
                                            ING Prime Rate Trust                  
                                            ING Senior Income Fund                

*    An investment in the Fund is not insured or guaranteed by the Federal      
    Deposit Insurance Corporation or any other government agency. Although the
    Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund.                   

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INVESTMENT MANAGER                                                              
ING Investments, LLC                                                            
7337 E. Doubletree Ranch Road                                                   
Scottsdale, Arizona 85258                                                       

ADMINISTRATOR                                                                   
ING Funds Services, LLC                                                         
7337 E. Doubletree Ranch Road                                                   
Scottsdale, Arizona 85258                                                       

DISTRIBUTOR                                                                     
ING Funds Distributor, LLC                                                      
7337 E. Doubletree Ranch Road                                                   
Scottsdale, Arizona 85258                                                       
1-800-992-0180                                                                  

TRANSFER AGENT                                                                  
DST Systems, Inc.                                                               
P.O. Box 419368                                                                 
Kansas City, Missouri 64141-6368                                                

CUSTODIAN                                                                       
State Street Bank & Trust                                                       
801 Pennsylvania Avenue                                                         
Kansas City, Missouri 64105                                                     

LEGAL COUNSEL                                                                   
Dechert                                                                         
1775 Eye Street, N.W.                                                           
Washington, D.C. 20006                                                          

INDEPENDENT AUDITORS                                                            
KPMG LLP                                                                        
99 High Street                                                                  
Boston, MA 02110-2371                                                           

Prospectus containing more complete information regarding the Funds, including  
charges and expenses, may be obtained by calling ING Funds Distributor, LLC, at 
1-800-992-0180. Please read the prospectus carefully before you invest or send  
money.                                                                          

[LION LOGO]                                                                     
 ING FUNDS                                                     DEI&Q 1102-011703

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-30D’ Filing		Date		First		Last			Other Filings
Filed as of / Effective on:		1/31/03							N-30D
Filed on:		1/30/03
		1/7/03		83					N-30D
		12/20/02		83
		12/17/02		83
		12/15/02		3
		12/10/02		83					24F-2NT
For Period End:		11/30/02		1		115			N-30D,  NSAR-A
		11/20/02		28		82
		11/6/02		83
		11/4/02		28		68			497
		10/31/02		82					24F-2NT,  N-30D,  NSAR-B
		10/1/02		65
		9/23/02		64					485APOS,  N-14AE
		8/20/02		65
		5/31/02		76		83			24F-2NT,  N-30D,  NSAR-B
		5/17/02		82					24F-2NT,  497,  NSAR-A
		4/30/02		60		80			N-30D,  NSAR-A
		4/17/02		59		79
		3/7/02		60		80			497,  497J
		3/4/02		59		79
		3/1/02		65		69			485BPOS,  497
		2/7/02		80					485BPOS
		2/4/02		78		79			497
		2/1/02		48		79			485BPOS
		1/30/02		68					N-30D
		1/8/02		53		73			DEFS14A
		1/1/02		70
		12/17/01		64
		11/1/01		70
		10/4/01		57		77
		8/7/01		68
		8/1/01		68					485APOS,  485BPOS,  497,  N-30D
		6/5/00		51
		6/1/00		52
		4/4/00		54		55			497
		11/19/99		58
		5/24/99		53		62			485BPOS
		4/1/99		55
		12/30/98		56
		8/20/98		54					497J
		7/1/98		68
		7/21/97		53
		3/31/97		52
		7/31/96		68
									List all Filings