Pinnacle FM of Tr BR MK Tr Sr I in Tr Sr VII & TCH Tr Sr VII – ‘497’ on 10/20/00

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Document/Exhibit                   Description                      Pages   Size 

 1: 497         Brdr Mkt I, Ind Vii and Tech Vii                      46    216K 

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                                          REGISTRATION NO. 333-45986
                               RULE NO. 497(b)

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THE PINNACLE FAMILY OF TRUSTS 

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BROADER MARKET TRUST SERIES I 

INDUSTRIAL TRUST SERIES VII 

TECHNOLOGY TRUST SERIES VII 

A unit investment trust comprised of three separate portfolios. 

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

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

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

The Sponsor is ING Funds Distributor, Inc.                                    

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

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

PROSPECTUS DATED OCTOBER 19, 2000 

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INVESTMENT SUMMARY

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

STRATEGY OF PORTFOLIO SELECTION.                                                

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Step 4: Of the 11 stocks selected for the Trust, weigh the stocks in the    
following manner:                                           

.  12% in each of the first two companies to rank in the top half of
the volume and price categories, first by volume and then by  
price;                                                        

.  9% in each of the four companies that ranked highest in the      
   trading volume category and 9% in each of the four companies that
  ranked highest in the price appreciation category, excluding any
 company that was already selected and received a 12% weighting;
and                                                           

.  4% in the remaining company.                                     

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

DESCRIPTION OF TRUSTS.                                                          

The Broader Market Trust. The Broader Market Trust contains 25 issues of common 
stock. 100% of the issues are represented by the Sponsors' contracts to         
purchase. All of the stocks are listed on the NYSE. Based upon the principal    
business of each issuer and current market values, the following industries are 
represented in the Trust: Cellular--Wireless Telecommunications, 4.00%;         
Electrical Equipment, 8.04%; Entertainment, 4.00%; Footwear, 4.00%; Health      
Care--Drugs, 3.98%; Health Care--Drugs/Pharmaceuticals, 4.00%; Health Care--    
Hospital Management, 8.00%; Health Care--Medical Products/Supplies, 4.01%;      
Healthcare--Specialized Services, 7.96%; Insurance--Life/Health, 4.00%;         
Investment Banking/Brokerage, 3.99%; Metal Fabricators, 4.00%; Natural Gas--    
Distribution/Pipe Line, 4.00%; Oil & Gas--Exploration/Production, 8.00%; Power  
Producers--Independent, 4.00%; Services--Commercial/Consumer, 4.00%; Services-- 
Employment, 8.01%; Shipping, 8.01%; and Waste Management, 4.00%. The Trust is   
concentrated in the health care industry.                                       

The Industrial Trust. The Industrial Trust contains 25 issues of common stock.  
100% of the issues are represented by the Sponsor's contracts to purchase. 10   
of the stocks are listed on the NYSE and 15 of the stocks                       

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are listed on the NASDAQ. Based upon the principal business of each issuer and  
current market values, the following industries are represented in the Trust:   
Biotechnology, 3.98%; Communication--Equipment, 19.97%; Computers--Hardware,    
3.97%; Computers--Networking, 4.01%; Computers--Peripherals, 4.02%; Computers-- 
Software/Services, 19.98%; Electrical Equipment, 3.99%; Electronics--           
Instruments, 4.01%; Electronics--Semiconductors, 16.01%; Equipment--            
Semiconductors, 4.05%; Health Care--Medical Products/Supplies, 4.01%;           
Investment Banking/Brokerage, 4.00%; Power Producers--Independent, 4.01%; and   
Services--Data Processing, 3.99%. The Trust is concentrated in the computer     
industry.                                                                       

The Technology Trust. The Technology Trust contains 11 issues of common stock.  
100% of the issues are represented by the Sponsors' contracts to purchase. 7 of 
the stocks are listed on the NASDAQ and the remaining 4 are listed on the NYSE. 
Based upon the principal business of each issuer and current market values, the 
following industries are represented in the Trust: Communications Equipment,    
40.00%; Computers--Hardware, 11.98%; Computers--Networking, 8.99%; Computers--  
Peripherals, 9.01%; Computers--Software/Services, 12.00%; Electronics--         
Semiconductors, 9.01%; and Equipment--Semiconductor, 9.01%. The Trust is        
concentrated in the computer technology and telecommunications industries.      

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

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

Risk Factors Common to Each Trust:                                              

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

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

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

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

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

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

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Risk Factors to Broader Market Trust:                                           

. The Broader Market Trust is concentrated in stocks which derive a         
substantial portion of their income from the health care industry, which
may be strongly affected by changes in government regulations.          

Risk Factors to Industrial and Technology Trusts:                               

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

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

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

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

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

. multiplying the result by 100.                                            

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

MINIMUM PURCHASE. $1,000 for individuals and $250 for custodial accounts and    
certain tax deferred retirement plans.                                          

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

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

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

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

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

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

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

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

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

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

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

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FEE TABLE 

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

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Unitholder Transaction Expenses                                                 
(Fees paid directly from your investment)                                       

                                                        [Enlarge/Download Table]

                                     Broader Market Trust    Industrial Trust      Technology Trust   
                                     --------------------- --------------------- ---------------------
                                                    Amount                Amount                Amount
                                         As a %      Per       As a %      Per       As a %      Per  
                                       of Initial    100     of Initial    100     of Initial    100  
                                     Offering Price Units  Offering Price Units  Offering Price Units 
                                     -------------- ------ -------------- ------ -------------- ------
                                                                                                      
Maximum Sales Charge Imposed                                                                          
 on Purchase................             4.495%     $44.95     4.495%     $44.95     4.495%     $44.95
Estimated Organizational                                                                              
 Expenses...................              .129%     $ 1.29      .129%     $ 1.29      .129%     $ 1.29
Maximum Annual Maintenance                                                                            
 Fee for a McLaughlin,                                                                                
 Piven, Vogel Brokerage                                                                               
 Account....................  $69.50                                                                  

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

                                                        [Enlarge/Download Table]

                                     Broader Market Trust           Industrial Trust          Technology Trust   
                                 ---------------------------- ---------------------------- ----------------------
                                                 Amount                       Amount                       Amount
                                   As a %         Per           As a %         Per           As a %         Per  
                                 of Initial       100         of Initial       100         of Initial       100  
                                 Net Assets      Units        Net Assets      Units        Net Assets      Units 
                                 ----------      ------       ----------      ------       ----------      ------
                                                                                                                 
Trustee's Fee.............         .094%         $ .90          .094%         $ .90          .094%         $ .90 
Other Operating Expenses..         .043%         $ .41          .043%         $ .41          .043%         $ .41 
 Portfolio Supervision,                                                                                          
  Bookkeeping and                                                                                                
  Administrative Fees..... .026%            $.25        .026%            $.25        .026%            $.25       
                                   -----         -----          -----         -----          -----         ----- 
Total.....................         .137%         $1.31          .137%         $1.31          .137%         $1.31 
                                   =====         =====          =====         =====          =====         ===== 

Example 

This Example is intended to help you compare the cost of investing in the       
Trusts with the cost of investing in other unit trusts. You would pay the       
following expenses on a $10,000 investment in each Trust assuming estimated     
operating expense ratio of .137% for the Broader Market Trust, .137% for the    
Industrial Trust and .137% for the Technology Trust, and a 5% return on the     
investment throughout the period. Although your actual costs may be higher or   
lower, based on these assumptions your costs would be:                          

                                                                [Download Table]

                                                                  1 year 3 years
                                                                  ------ -------
                                                                                
Broader Market Trust.............................................  $544  $1,527 
Industrial Trust.................................................  $544  $1,527 
Technology Trust.................................................  $544  $1,527 

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

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

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THE PINNACLE FAMILY OF TRUSTS 
BROADER MARKET TRUST SERIES I 
SUMMARY OF ESSENTIAL INFORMATION
As of October 18, 2000, the business day prior to the Initial Date of Deposit 

                                                                [Download Table]
                                           
Initial Date of Deposit of Secu-           
 rities in the Trust: October              
 19, 2000                                  
Aggregate Value of Securities:    $ 149,989
Number of Units:                     15,727
Fractional Undivided Interest in           
 Trust:                            1/15,727
Public Offering Price per 100              
 Units:                                    
 Aggregate Value of Securities             
  in Trust......................  $ 149,989
 Divided By 15,727 Units (times            
  100)..........................  $  953.76
 Plus Estimated Organization               
  Costs*........................  $    1.29
 Plus Sales Charge of 4.495% of            
  Public Offering Price.........  $   44.95
 Public Offering Price+.........  $1,000.00
Sponsor's Repurchase Price And             
 Redemption Price per 100                  
 Units++:.......................  $  955.05
Minimum Income or Principal                
 Distribution per 100 Units:....  $    1.00

Liquidation Period: A 40 day period beginning on the first business day         
following the Termination Date.                                               
Termination Date: January 18, 2002 or the disposition of the last Security in   
the Trust.                                                                    
Mandatory Termination Date: The last day of the Liquidation Period.             
Rollover Notification Date**: January 10, 2002 or another date as determined by 
the Sponsors.                                                                 

Evaluation Time: 4:00 p.m. Eastern Time.                                        

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

Cusip Numbers: Cash: 72346A 28 1 Reinvestment: 72346A 29 9                      

Trustee: The Bank of New York                                                   

Trustee's Fee per 100 Units: $.90                                               

Other Fees and Expenses per 100 Units: $.16                                     

Sponsor: ING Funds Distributor, Inc.                                            

Portfolio Supervisor: ING Mutual Funds Management Co. LLC                       

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

Expected Settlement Date of Securities in the Trust: October 24, 2000           

Record Dates: December 15 and June 15                                           

Distribution Dates: December 31 and June 30                                     

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

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THE PINNACLE FAMILY OF TRUSTS 
INDUSTRIAL TRUST SERIES VII 
SUMMARY OF ESSENTIAL INFORMATION
As of October 18, 2000, the business day prior to the Initial Date of Deposit 

Initial Date of Deposit of Securities inthe Trust: October 19, 2000             

                                                                [Download Table]
                                           
Aggregate Value of Securities:    $ 149,946
Number of Units:                     15,722
Fractional Undivided Interest in           
 Trust:                            1/15,722
Public Offering Price per 100              
 Units:                                    
 Aggregate Value of Securities             
  in Trust......................  $ 149,946
 Divided By 15,722 Units (times            
  100)..........................  $  953.76
 Plus Estimated Organization               
  Costs*........................  $    1.29
 Plus Sales Charge of 4.495% of            
  Public Offering Price.........  $   44.95
 Public Offering Price+.........  $1,000.00
Sponsor's Repurchase Price And             
 Redemption Price per 100                  
 Units++:                         $  955.05
Minimum Income or Principal                
 Distribution per 100 Units:      $    1.00

Liquidation Period: A 40 day period beginning on the first business day         
following the Termination Date.                                               
Termination Date: January 18, 2002 or the disposition of the last Security in   
the Trust.                                                                    
Mandatory Termination Date: The last day of the Liquidation Period.             
Rollover Notification Date**: January 10, 2002 or another date as determined by 
the Sponsor.                                                                  

Evaluation Time: 4:00 p.m. Eastern Time.                                        

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

Cusip Numbers: Cash: 72346A 30 7 Reinvestment: 72346A 31 5                      

Trustee: The Bank of New York                                                   

Trustee's Fee per 100 Units: $.90                                               

Other Fees and Expenses per 100 Units: $.16                                     

Sponsor: ING Funds Distributor, Inc.                                            

Portfolio Supervisor: ING Mutual Funds Management Co. LLC                       

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

Expected Settlement Date of Securities in the Trust: October 24, 2000           

Record Dates: December 15 and June 15                                           

Distribution Dates: December 31 and June 30                                     

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

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THE PINNACLE FAMILY OF TRUSTS 
TECHNOLOGY TRUST SERIES VII 
SUMMARY OF ESSENTIAL INFORMATION
As of October 18, 2000, the business day prior to the Initial Date of Deposit 

                                                                [Download Table]
                                           
Initial Date of Deposit of Secu-           
 rities in the Trust: October              
 19, 2000                         $ 149,900
Aggregate Value of Securities:             

Number of Units:                     15,718

Fractional Undivided Interest              
 in Trust:......................   1/15,718

Public Offering Price per 100              
 Units:                                    

 Aggregate Value of Securities             
  in Trust......................  $ 149,900

 Divided By 15,718 Units (times            
  100)..........................  $  953.76

 Plus Estimated Organization               
  Costs*........................  $    1.29

 Plus Sales Charge of 4.495%               
  of Public Offering Price......  $   44.95

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

Sponsor's Repurchase Price And             
 Redemption Price per 100                  
 Units++:                         $  955.05

Minimum Income or Principal                
 Distribution per 100 Units:      $    1.00

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

Termination Date: January 18, 2002 or the  
 disposition of the last Security in the   
 Trust.                                    

Mandatory Termination Date: The last day   
 of the Liquidation Period.                

Rollover Notification Date**: January 10, 2002 or another date as determined by 
the Sponsor.                                                                  

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

Cusip Numbers: Cash: 72346A 32 3                                                
Reinvestment: 72346A 33 1                                                     

Trustee: The Bank of New York                                                   

Trustee's Fee per 100 Units: $.90                                               

Other Fees and Expenses per 100 Units: $.16                                     

Sponsor: ING Funds Distributor, Inc.                                            

Portfolio Supervisor: ING Mutual Funds Management Co. LLC                       

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

Expected Settlement Date of Securities in the Trust: October 24, 2000           

Record Dates: December 15 and June 15                                           

Distribution Dates: December 31 and June 30                                     

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

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THE PINNACLE FAMILY OF TRUSTS 

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

STATEMENTS OF FINANCIAL CONDITION, AS OF OCTOBER 18, 2000 

ASSETS

                                                                [Download Table]

                                                  Broader                       
                                                   Market  Industrial Technology
                                                   Trust     Trust      Trust   
                                                  -------- ---------- ----------
                                                                                
Investment in Securities--Sponsor's Contracts to                                
 Purchase Underlying Securities Backed by Letter                                
 of Credit (cost for Broader Market Trust:                                      
 $149,989; cost for Industrial Trust: $149,946;                                 
 cost for Technology Trust: $149,900) (Note 1)..  $149,989  $149,946   $149,900 
Cash............................................       203       203        203 
                                                  --------  --------   -------- 
Total...........................................  $150,192  $150,149   $150,103 
                                                  ========  ========   ======== 

                    LIABILITIES AND INTEREST OF UNITHOLDERS                     

Reimbursement to Sponsor for Organization Costs                                 
 (Note 2).......................................  $    203  $    203   $    203 
Interest of Unitholders--Units of Fractional                                    
 Undivided Interest Outstanding (Broader Market                                 
 Trust: 15,727 Units; Industrial Trust: 15,722                                  
 Units; Technology Trust: 15,718 Units).........   149,989   149,946    149,900 
                                                  --------  --------   -------- 
Total...........................................  $150,192  $150,149   $150,103 
                                                  ========  ========   ======== 
Net Asset Value per Unit........................  $   9.54  $   9.54   $   9.54 
                                                  ========  ========   ======== 

--------                                                                        
Notes to Statements of Financial Condition:                                     

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

(1) The Pinnacle Family of Trusts, Broader Market Trust Series I, Industrial
Trust Series VII and Technology Trust Series VII (the "Trusts") are unit        
investment trusts created under the laws of the State of New York and           
registered under the Investment Company Act of 1940. The objective of the       
Broader Market, Industrial and Technology Trusts, sponsored by ING Funds        
Distributor, Inc., the Sponsor, is to maximize total return through capital     
appreciation. An irrevocable letter of credit issued by The Bank of New York in 
an amount of $500,000 has been deposited with the Trustee for the benefit of    
the Trusts to cover the purchases of such Securities. Aggregate cost to the     
Trusts of the Securities listed in the portfolios is determined by the Trustee  
on the basis set forth under "Public Sale of Units--Public Offering Price" as   
of 4:00 p.m. on October 18, 2000. Each Trust will terminate on January 18, 2002 
or earlier under certain circumstances as further described in the Prospectus.  

(2) A portion of the Public Offering Price consists of cash in an amount    
sufficient to reimburse the Sponsor for the per Unit portion of all or part of  
the costs of establishing the Trusts. These costs have been estimated at $1.29  
per 100 Units for the Broader Market Trust, $1.29 per 100 Units for the         
Industrial Trust and $1.29 per 100 Units for the Technology Trust. A payment    
will be made as of the close of the initial public offering period to an        
account maintained by the Trustee from which the obligation of the investors to 
the Sponsor will be satisfied. To the extent that actual organization costs are 
less than the estimated amount, only the actual organization costs will be      
deducted from the assets of the Trusts.                                         

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THE PINNACLE FAMILY OF TRUSTS 
BROADER MARKET TRUST SERIES I 
PORTFOLIO 

AS OF OCTOBER 18, 2000

                                                        [Enlarge/Download Table]

                                                        Market Value            Cost of  
                                                        of Stocks as   Market  Securities
          Number                                              a        Value       to    
Portfolio   of                                   Ticker Percentage of   Per       the    
   No.    Shares       Name of Issuer (1)        Symbol the Trust (2)  Share   Trust (3) 
--------- ------ ------------------------------  ------ ------------- -------- ----------
                                                                                         
  1        194   Administaff, Inc.*               ASF        4.01%    $31.0000    $6,014 
  2        600   AO Tatneft ADR                   TNT        4.00      10.0000     6,000 
  3         90   Barr Laboratories, Inc.*         BRL        3.98      66.3125     5,968 
  4        161   Biovail Corp.*                   BVF        4.00      37.3125     6,007 
  5        115   C&D Technologies, Inc.           CHP        4.01      52.2500     6,009 
  6         76   Calpine Corp.*                   CPN        4.00      78.9375     5,999 
  7        124   Dynegy Inc.                      DYN        4.00      48.4375     6,006 
  8        410   Groupe AB SA ADR                 ABG        4.00      14.6250     5,996 
                 Laboratory Corporation of                                               
  9         50    America Holdings*               LH         3.99     119.7500     5,988 
 10        179   LaBranche & Co. Inc.*            LAB        3.99      33.4375     5,985 
 11        400   London Pacific Group Ltd. ADR    LDP        4.00      15.0000     6,000 
 12        842   OMI Corp.*                       OMM        4.00       7.1250     5,999 
                 Orbital Engine Corporation                                              
 13        762    Ltd. ADR                        OE         4.00       7.8750     6,001 
 14         58   PE Corp.--PE Biosystems Group    PEB        4.01     103.7500     6,018 
 15         44   Quest Diagnostics Inc.*          DGX        3.97     135.3750     5,956 
 16        140   RehabCare Group, Inc.*           RHB        4.00      42.8750     6,003 
                 Robert Half International                                               
 17        216    Inc.*                           RHI        4.00      27.7500     5,994 
 18         83   Shaw Group Inc.*                 SGR        4.00      72.3125     6,002 
 19        447   Skechers U.S.A., Inc.*           SKX        4.00      13.4375     6,007 
 20        159   Swift Energy Co.*                SFY        4.00      37.6875     5,992 
 21         78   Technitrol, Inc.                 TNL        4.03      77.5000     6,045 
 22        160   Teekay Shipping Corp.            TK         4.01      37.5625     6,010 
                 Tele Centro Oeste Celular                                               
 23        640    Participacoes S.A. ADR          TRO        4.00       9.3750     6,000 
 24        390   TRC Companies, Inc.*             TRR        4.00      15.3750     5,996 
                 Universal Health Services,                                              
 25         72    Inc.*                           UHS        4.00      83.2500     5,994 
                                                           ------               -------- 
                 Total Investment in Securities            100.00%              $149,989 
                                                           ======               ======== 

FOOTNOTES TO PORTFOLIO

(1) Contracts to purchase the Securities were entered into on October 18, 2000. 
All such contracts are expected to be settled on or about the First     
Settlement Date of the Trust which is expected to be October 24, 2000.  
(2) Based on the cost of the Securities to the Trust.                           
(3) Evaluation of Securities by the Trustee was made on the basis of closing    
   sales prices at the Evaluation Time on the day prior to the Initial Date of
Deposit. The Sponsor's Purchase Price is $150,184. The Sponsor's Loss on
the Initial Date of Deposit is $195.                                    
*   Stocks which have not paid out any dividends during the twelve months       
preceding the Initial Date of Deposit.                                  

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THE PINNACLE FAMILY OF TRUSTS 
INDUSTRIAL TRUST SERIES VII 

PORTFOLIO 

AS OF OCTOBER 18, 2000

                                                        [Enlarge/Download Table]

                                                        Market Value                     
                                                        of Stocks as            Cost of  
          Number                                        a percentage  Market   Securities
Portfolio   of                                   Ticker    of the    Value Per   to the  
   No.    Shares       Name of Issuer (1)        Symbol  Trust (2)     Share   Trust (3) 
--------- ------ ------------------------------  ------ ------------ --------- ----------
                                                                                         
    1      278   ADC Telecommunications, Inc.*   ADCT        4.00%   $ 21.5625  $  5,994 
    2       46   Adobe Systems, Inc.             ADBE        3.96     129.0625     5,937 
    3      331   Advanced Micro Devices, Inc.*   AMD         4.00      18.1250     5,999 
    4      111   AES Corp.*                      AES         4.01      54.1250     6,008 
    5       92   Analog Devices, Inc.*           ADI         4.01      65.3750     6,014 
    6       29   Broadcom Corp.*                 BRCM        4.05     209.3750     6,072 
    7       67   Corning, Inc.                   GLW         3.99      89.3750     5,988 
    8       67   EMC Corp.                       EMC         4.02      90.0000     6,030 
    9       69   JDS Uniphase Corp.*             JDSU        4.00      87.0000     6,003 
   10       54   Lehman Brothers Holdings Inc.   LEH         4.00     111.1250     6,001 
                 Maxim Integrated Products,                                              
   11       88    Inc.*                          MXIM        4.00      68.1250     5,995 
   12       99   Medimmune, Inc.*                MEDI        3.98      60.3125     5,971 
   13       49   Mercury Interactive Corp.*      MERQ        4.01     122.6250     6,009 
   14       45   Network Appliance, Inc.*        NTAP        4.01     133.5000     6,007 
   15      100   Nortel Networks Corp.           NT          3.99      59.8125     5,981 
   16      179   Oracle Corp.*                   ORCL        4.01      33.5625     6,008 
   17      121   Paychex, Inc.                   PAYX        3.99      49.5000     5,990 
   18       58   PE Corp.--PE Biosystems Group   PEB         4.01     103.7500     6,018 
   19       59   PerkinElmer, Inc.               PKI         4.01     102.0000     6,018 
   20       64   Sanmina Corp.*                  SANM        3.99      93.5625     5,988 
   21      122   Scientific-Atlanta, Inc.        SFA         3.99      49.0000     5,978 
   22       60   Siebel Systems, Inc.*           SEBL        4.02     100.4375     6,026 
   23       54   Sun Microsystems, Inc.*         SUNW        3.97     110.1875     5,950 
   24       39   VERITAS Software Corp.*         VRTS        3.98     152.9375     5,965 
   25       90   Xilinx, Inc.*                   XLNX        4.00      66.6250     5,996 
                                                           ------               -------- 
                 Total Investment in Securities            100.00%              $149,946 
                                                           ======               ======== 

FOOTNOTES TO PORTFOLIO

(1) Contracts to purchase the Securities were entered into on October 18, 2000. 
All such contracts are expected to be settled on or about the First     
Settlement Date of the Trust which is expected to be October 24, 2000.  
(2) Based on the cost of the Securities to the Trust.                           
(3) Evaluation of Securities by the Trustee was made on the basis of closing    
   sales prices at the Evaluation Time on the day prior to the Initial Date of
Deposit. The Sponsor's Purchase Price is $150,017. The Sponsor's Loss on
the Initial Date of Deposit is $71.                                     
*  Stocks which have not paid out any dividends during the twelve months        
preceding the Initial Date of Deposit.                                    

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THE PINNACLE FAMILY OF TRUSTS 
TECHNOLOGY TRUST SERIES VII 

PORTFOLIO 

AS OF OCTOBER 18, 2000

                                                                [Download Table]

                                                  Market Value                     
                                                  of Stocks as            Cost of  
Portfolio Number                                  a Percentage  Market   Securities
   No.      of                             Ticker of the Trust Value Per   to the  
 Shares   Shares    Name of Issuer (1)     Symbol     (2)        Share   Trust (3) 
--------- ------ ------------------------  ------ ------------ --------- ----------
                                                                                   
  1         536  Oracle Corp.*             ORCL       12.00%   $ 33.5625  $ 17,990 
  2         163  Sun Microsystems, Inc.*   SUNW       11.98     110.1875    17,961 
  3         258  Cisco Systems, Inc.*      CSCO        8.99      52.2500    13,480 
  4         180  QUALCOMM Inc.*            QCOM        8.98      74.8125    13,466 
  5         155  JDS Uniphase Corp.*       JDSU        9.00      87.0000    13,485 
  6         321  Applied Materials, Inc.*  AMAT        9.01      42.0625    13,502 
  7         150  EMC Corp.*                EMC         9.01      90.0000    13,500 
  8         745  Advanced Micro Devices,                                           
                  Inc.*                    AMD         9.01      18.1250    13,503 
  9         226  Nortel Networks Corp.     NT          9.02      59.8125    13,518 
 10       1,009  Telefonaktiebolaget LM                                            
                  Ericsson ADR             ERICY       9.00      13.3750    13,495 
 11         200  Nokia Corp. ADR           NOK         4.00      30.0000     6,000 
                                                     ------               -------- 
                 Total Investment in                                               
                  Securities                         100.00%              $149,900 
                                                     ======               ======== 

FOOTNOTES TO PORTFOLIO

(1)  Contracts to purchase the Securities were entered into on October 18,      
   2000. All such contracts are expected to be settled on or about the First
Settlement Date of the Trust which is expected to be October 24, 2000.
(2)  Based on the cost of the Securities to the Trust.                          
(3)  Evaluation of Securities by the Trustee was made on the basis of closing   
  sales prices at the Evaluation Time on the day prior to the Initial Date
  of Deposit. The Sponsors' Purchase Price is $150,018. The Sponsor's Loss
on the Initial Date of Deposit is $118.                               
*    Stocks which have not paid out any dividends during the twelve months      
preceding the Initial Date of Deposit.                                

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REPORT OF INDEPENDENT AUDITORS

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

We have audited the accompanying Statements of Financial Condition of the   
Broader Market Trust Series I, Industrial Trust Series VII and Technology Trust 
Series VII (three of the trusts constituting The Pinnacle Family of Trusts)     
including the Portfolios, as of October 18, 2000. These financial statements    
are the responsibility of the Trusts' management. Our responsibility is to      
express an opinion on these financial statements based on our audits.           

We conducted our audits in accordance with auditing standards generally     
accepted in the United States. Those standards require that we plan and perform 
the audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a test       
basis, evidence supporting the amounts and disclosures in the financial         
statements. Our procedures included confirmation with The Bank of New York,     
Trustee, of an irrevocable letter of credit deposited for the purchase of       
securities, as shown in the financial statements as of October 18, 2000. An     
audit also includes assessing the accounting principles used and significant    
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

 In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Broader Market Trust       
Series I, Industrial Trust Series VII and Technology Trust Series VII, at       
October 18, 2000, in conformity with accounting principles generally accepted   
in the United States.                                                           

                     ERNST & YOUNG LLP

New York, New York                                                              
October 19, 2000                                                                

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THE PINNACLE FAMILY OF TRUSTS 

BROADER MARKET TRUST SERIES I                                                   

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

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

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

A Return to Investment Basics                                                   

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

Diversification: Never put all your eggs in one basket                          

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

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

Capital Goods             Consumer Staples             Financials             

Healthcare                Consumer Cyclicals           Transportation         

Energy                    Communications Services      Utilities              

A portfolio without technology?                                                 

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

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

Pinnacle Family of Trusts, The Broader Market Trust                             

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

The Strategy                                                                    

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

HIGHLIGHTS OF THE BROADER MARKET TRUST SERIES I                                 

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

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

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

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

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

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

1. Receive your distribution in cash,                                       

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

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

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Risk Considerations:                                                            

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

INDUSTRIAL TRUST SERIES VII                                                     

A Core Growth Portfolio                                                         

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

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

The Grand Advantage                                                             

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

The S&P 500--A Measure of Performance                                           

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

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

HIGHLIGHTS OF THE INDUSTRIAL TRUST SERIES VII                                   

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

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

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

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

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

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

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

Risk Considerations:                                                            

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

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

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

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

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

Why a Technology Portfolio?                                                     

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

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

HIGHLIGHTS OF THE TECHNOLOGY TRUST SERIES VII                                   

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

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

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

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

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

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

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

Risk Considerations:                                                            

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

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THE PINNACLE FAMILY OF TRUSTS 

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

INDUSTRIAL TRUST SERIES VII 
(the "Industrial Trust")

TECHNOLOGY TRUST SERIES VII 
(the "Technology Trust")

PROSPECTUS--PART B

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

THE TRUSTS

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

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

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

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

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

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

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

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

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

STRATEGY OF PORTFOLIO SELECTION.                                                

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Step 4: Of the 11 stocks selected for the Trust, weigh the stocks in the    
following manner:                                           

.  12% in each of the first two companies to rank in the top half of
   both the volume and price categories, first by volume and then by
price;                                                        

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.  9% in each of the four companies that ranked highest in the      
   trading volume category and 9% in each of the four companies that
  ranked highest in the price appreciation category, excluding any
 company that was already selected and received a 12% weighting;
and                                                           

.  4% in the remaining company.                                     

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

THE SECURITIES.                                                                 

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

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

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

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

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

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

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

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

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

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

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

RISK CONSIDERATIONS 

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

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

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

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

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

HEALTH CARE INDUSTRY. The Broader Market Trust may be considered to be      
concentrated in the common stock of companies engaged in the health care        
industry. Companies in the health care industry are, generally, subject to      
governmental regulation and approval of their products and services, which      
could have a significant effect on their price and availability. Furthermore,   
the types of products or services produced or provided by these companies may   
quickly become obsolete. The costs of providing health care services may        
increase as a result of, among other factors, changes in medical technology and 
increased labor costs. In addition, health care facility construction and       
operation is subject to federal, state and local regulation relating to the     
adequacy of medical care, equipment, personnel, operating policies and          
procedures, rate-setting, and compliance with building codes and environmental  
laws. Facilities are subject to periodic inspection by governmental and other   
authorities to assure continued compliance with the various standards necessary 
for licensing and accreditation. These regulatory requirements are subject to   
change and, to comply, it may be                                                

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necessary for a hospital or other health care facility to incur substantial     
capital expenditures or increased operating expenses to effect changes in its   
facilities, equipment, personnel and services. Additionally, a number of        
legislative proposals concerning healthcare have been introduced in the U.S.    
Congress in recent years or have been reported to be under consideration. These 
proposals span a wide range of topics, including cost controls, national health 
insurance, incentives for completion in the provision of health care services,  
tax incentives and penalties related to health care insurance premiums, and     
promotion of prepaid healthcare plans. Any of these proposals, if enacted, may  
have an adverse effect on the health care industry.                             

TELECOMMUNICATIONS INDUSTRY. The Technology Trust may be considered to be   
concentrated in the common stock of companies engaged in the telecommunications 
industry. Certain companies whose securities are included in the Technology     
Trust are engaged in providing local, long-distance and wireless services, in   
the manufacture of telecommunications products and in a wide range of other     
activities including directory publishing, information systems and the          
operation of voice, data and video telecommunications networks.                 

Payment of common stocks of companies in the telecommunications industry,   
including local, long-distance and cellular service, the manufacture of         
telecommunications equipment, and other ancillary services, is generally        
dependent upon the amount and growth of customer demand, the level of rates     
permitted to be charged by regulatory authorities and the effects of inflation  
on the cost of providing services and the rate of technological innovation. To  
meet increasing competition, companies may have to commit substantial capital,  
particularly in the formulation of new products and services using new          
technology. Telecommunications companies are undergoing significant change due  
to varying and evolving levels of governmental regulation and deregulation and  
other factors. As a result, competitive pressures are intense and the           
securities of such companies may be subject to significant price volatility.    

The domestic companies in the Technology Trust may consist of former        
government owned telecommunications systems that have been privatized in        
states. The Sponsor cannot predict whether such privatization will continue in  
the future or what, if any, effect this will have on the Technology Trust.      

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

FIXED PORTFOLIO. Unlike a "managed" investment company in which there may be
frequent changes in the portfolio of securities based upon economic, financial  
and market analyses, the adverse financial condition of a company will not      
result in the elimination of its securities from the portfolio of the Trusts.   
In the event a public tender offer is made for a Security or a merger or        
acquisition is announced affecting a Security, the Sponsor may instruct the     
Trustee to tender or sell the Security on the open market when, in its opinion, 
it is in the best interests of the Unitholders to do so. All the Securities in  
the Trusts are liquidated or distributed during the Liquidation Period. Since   
the Trusts will not sell Securities in response to ordinary market fluctuation, 
but only at each of the Trust's termination or upon the occurrence of certain   
events, the amount realized upon the sale of the Securities may not be the      
highest price attained by an individual Security during the life of a Trust.    
See "Administration of Trusts--Trust Supervision." Some of the Securities in    
the Trusts may also be owned by other clients of the Sponsor and its            
affiliates. However, because these clients may have                             

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differing investment objectives, the Sponsor may sell certain Securities from   
those accounts in instances where a sale by the Trusts would be impermissible,  
such as to maximize return by taking advantage of market fluctuations. Although 
the Trusts are regularly reviewed and evaluated and the Sponsor may instruct    
the Trustee to sell Securities under certain limited circumstances, Securities  
will not be sold by the Trusts to take advantage of market fluctuations or      
changes in anticipated rates of appreciation.                                   

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

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

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

AMERICAN DEPOSITARY RECEIPTS. American Depositary Receipts ("ADRs"), are    
issued by an American bank or trust company to evidence ownership of underlying 
securities issued by a foreign corporation. These instruments may not           
necessarily be denominated in the same currency as the securities into which    
they may be converted. Generally, ADRs are designed for use in the United       
States securities markets. In recent years, foreign exchange rates have         
fluctuated sharply. Income from foreign equity securities held by a Trust,      
including those underlying any ADRs held by a Trust, would be payable in the    
currency of the country on their issuance. However, each Trust will compute its 
income in United States dollars, and the computation of income will be made on  
the date of its receipt by a Trust at the foreign exchange rate in effect on    
that date. Therefore, if the value of the foreign currency falls relative to    
the United States dollar between receipt of the income and its conversion to    
United States dollars, the risk of such decline will be borne by Unitholders.   
In addition, the cost of converting such foreign currency to United States      
dollars would also reduce the return to the Unitholder.                         

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

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

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

PUBLIC SALE OF UNITS

PUBLIC OFFERING PRICE. The Public Offering Price of the Units for the Trusts
is computed by adding the applicable initial sales charge to the aggregate      
value of the Securities (as determined by the Trustee) and any cash held to     
purchase Securities, divided by the number of Units of the Trust outstanding.   
Valuation of Securities by the Trustee is made at 4:00 p.m. Eastern Time on     
each business day. Securities quoted on a national exchange or NASDAQ are       
valued at the closing sale price. Securities not so quoted are valued in the    
manner described in the Indenture.                                              

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

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

                                                                [Download Table]

                                                              Approximate 
                                                                Reduced   
Number of Units                                               Sales Charge
---------------                                               ------------
                                                                          
25,000 but less than 50,000..................................    3.995%   
50,000 but less than 100,000.................................    3.745%   
100,000 or more..............................................    3.495%   

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

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

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

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

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

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

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

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

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

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

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

RIGHTS OF UNITHOLDERS 

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

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

Distributions to each Unitholder from the Income Account are computed as of 
the close of business on each Record Date for the following payment date and    
consist of an amount substantially equal to such Unitholder's pro rata share of 
the income credited to the Income Account, less expenses. Distributions from    
the Principal Accounts of the Trusts (other than amounts representing failed    
contracts, as previously discussed) will be computed as of each Record Date,    
and will be made to the Unitholders of a Trust on or shortly after the          
Distribution Date. Proceeds representing principal received from the            
disposition of any of the Securities between a Record Date and a Distribution   
Date which are not used for redemptions of Units will be held in the Principal  
Account and not distributed until the next Distribution Date. Persons who       
purchase Units between a Record Date and a Distribution Date will receive their 
first distribution on the Distribution Date following the next Record Date.     

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

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

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

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

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

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

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

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

 (v) amounts actually distributed to Unitholders during such calendar year
from the Income and Principal Accounts, separately stated, of the Trusts,   
expressed both as total dollar amounts and as dollar                        

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amounts representing the pro rata share of each 100 Units outstanding on    
the last business day of such calendar year.                                

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

LIQUIDITY 

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

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

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

TRUSTEE REDEMPTION. At any time prior to the Evaluation Time on the business
day preceding the commencement of the Liquidation Period (approximately fifteen 
months from the Date of Deposit), Units may also be tendered to the Trustee for 
redemption upon payment of any relevant tax by contacting the Sponsor holding   
such Units in street name. In certain instances, additional documents may be    
required, such as trust instrument, certificate of corporate authority,         
certificate of death or appointment as executor, administrator or guardian. At  
the present time there are no specific taxes related to the redemption of       
Units. No redemption fee will be charged by the Sponsor or the Trustee. Units   
redeemed by the Trustee will be canceled.                                       

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

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Exchange is open for trading, and such Units will be deemed to have been        
tendered to the Trustee on such day for redemption at the Redemption Price      
computed on that day.                                                           

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

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

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

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

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any such sale to the Unitholder on the day he would otherwise be entitled to    
receive payment of the Redemption Price.                                        

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

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

ADMINISTRATION OF THE TRUSTS

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

In addition, each Trust Agreement provides as follows:                      

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

2. It is the responsibility of the Sponsor to instruct the Trustee to   
reject any offer made by an issuer of any of the Securities to issue new    
securities in exchange and substitution for any Security pursuant to a      

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recapitalization or reorganization, if any exchange or substitution is      
effected notwithstanding such rejection, any securities or other property   
received shall be promptly sold unless the Sponsor directs that it be       
retained.                                                                   

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

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

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

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

The Trust Agreements may also be amended in any respect, or performance of  
any of the provisions thereof may be waived, with the consent of investors      
holding 66 2/3% of the Units then outstanding for the purpose of modifying the  
rights of Unitholders; provided that no such amendment or waiver shall reduce   
any Unitholder's interest in the Trusts without his consent or reduce the       
percentage of Units required to consent to any such amendment or waiver without 
the consent of the holders of all Units. The Trust Agreements may not be        
amended, without the consent of the holders of all Units in the Trusts then     
outstanding, to increase the number of Units issuable or to permit the          
acquisition of any Securities in addition to or in substitution for those       
initially deposited in such Trust, except in accordance with the provisions of  
the Trust Agreements. The Trustee shall promptly notify Unitholders, in         
writing, of the substance of any such amendment.                                

TRUST TERMINATION. The Trust Agreements provide that a Trust shall terminate
as of the Evaluation Time on the business day preceding the commencement of the 
Liquidation Period or upon the maturity, redemption or other disposition, as    
the case may be, of the last of the Securities held in such Trust but in no     
event is it to continue beyond the Mandatory Termination Date. If the value of  
a Trust shall be less than                                                      

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the minimum amount set forth under "Summary of Essential Information" in Part   
A, the Trustee may, in its discretion, and shall, when so directed by the       
Sponsor, terminate such Trust. Each Trust may also be terminated at any time    
with the consent of the investors holding 100% of the Units then outstanding.   
The Trustee may utilize the services of the Sponsor for the sale of all or a    
portion of the Securities in the Trusts, and in so doing, the Sponsor will      
determine the manner, timing and execution of the sales of the underlying       
Securities. Any brokerage commissions received by the Sponsor from the Trusts   
in connection with such sales will be in accordance with applicable law. In the 
event of termination, written notice thereof will be sent by the Trustee to all 
Unitholders. Such notice will provide Unitholders with the following three      
options by which to receive their pro rata share of the net asset value of the  
Trusts and requires their election of one of the three options by notifying the 
Trustee by returning a properly completed election request:                     

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

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

3. to invest such Unitholder's pro rata share of the net assets of a    
Trust derived from the sale by the Sponsor as agent of the Trustee of the   
underlying Securities in units of a subsequent series of The Pinnacle       
Family of Trusts (the "New Series") provided one is offered. It is expected 
that a special redemption and liquidation will be made of all Units of the  
Trust held by Unitholders (the "Rollover Unitholders") who affirmatively    
notify the Trustee of their election to participate in this option on or    
prior to the Rollover Notification Date set forth in the "Summary of        
Essential Information" for the Trusts in Part A. The Units of a New Series  
will be purchased by the Unitholder within three business days of the       
settlement of the trade for the last Security to be sold. Such purchaser    
will be entitled to a reduced sales charge upon the purchase of units of    
the New Series. It is expected that the terms of the New Series will be     
substantially the same as the terms of the Trusts described in this         
Prospectus, and that similar options with respect to the termination of     
such New Series will be available. The availability of this option does not 
constitute a solicitation of an offer to purchase Units of a New Series or  
any other security. A Unitholder's election to participate in this option   
will be treated as an indication of interest only. At any time prior to the 
purchase by the Unitholder of units of a New Series such Unitholder may     
change his investment strategy and receive, in cash, the proceeds of the    
sale of the Securities. An election of this option will not prevent the     
Unitholder from recognizing taxable gain or loss (except in the case of a   
loss, if and to the extent that Securities contained in the New Series are  
treated as substantially identical to Securities held by a Trust) as a      
result of the liquidation, even though no cash will be distributed to pay   
any taxes. Unitholders should consult their own tax advisers in this        
regard.                                                                     

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

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

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

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

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

By electing to rollover into the New Series, the Unitholder indicates his   
interest in having his terminating distribution from the Trusts invested only   
in the New Series created following termination of the Trusts; the Sponsor      
expects, however, that a similar rollover program will be offered with respect  
to all subsequent series of the Trusts, thus giving Unitholders an opportunity  
to elect to rollover their terminating distributions into a New Series. The     
availability of the rollover privilege does not constitute a solicitation of    
offers to purchase units of a New Series or any other security. A Unitholder's  
election to participate in the rollover program will be treated as an           
indication of interest only. The Sponsor intends to coordinate the date of      
deposit of a future series so that the terminating trusts will terminate        
contemporaneously with the creation of a New Series. The Sponsor reserves the   
right to modify, suspend or terminate the rollover privilege at any time.       

In the event the Sponsor determines that a redemption in kind and subsequent
investment in a New Series by a Unitholder may be accomplished in a manner that 
will not result in the recognition of gain or loss for                          

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Federal income tax purposes with respect to any Securities included in the      
portfolio of the New Series, Unitholders will be notified at least 30 days      
prior to the Rollover Notification Date of the procedures and process necessary 
to facilitate such tax treatment.                                               

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

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

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

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

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

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

The Trustee may resign by executing an instrument in writing and filing the 
same with the Sponsor, and mailing a copy of a notice of resignation to all     
Unitholders. In such an event the Sponsor is obligated to appoint a successor   
Trustee as soon as possible. In addition, if the Trustee becomes incapable of   
acting or                                                                       

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becomes bankrupt or its affairs are taken over by public authorities, the       
Sponsor may remove the Trustee and appoint a successor as provided in the Trust 
Agreements. Notice of such removal and appointment shall be mailed to each      
Unitholder by the Sponsor. If upon resignation of the Trustee no successor has  
been appointed and has accepted the appointment within thirty days after        
notification, the retiring Trustee may apply to a court of competent            
jurisdiction for the appointment of a successor. The resignation or removal of  
the Trustee becomes effective only when the successor Trustee accepts its       
appointment as such or when a court of competent jurisdiction appoints a        
successor Trustee. Upon execution of a written acceptance of such appointment   
by such successor Trustee, all the rights, powers, duties and obligations of    
the original Trustee shall vest in the successor.                               

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

TRUST EXPENSES AND CHARGES

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

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

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

The Trustee's fees applicable to the Trusts are payable as of each Record   
Date from the Income Accounts of the Trusts to the extent funds are available   
and then from the Principal Accounts. Both the Portfolio Supervisor's and the   
Trustee's fees may be increased without approval of the Unitholders by amounts  
not                                                                             

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exceeding proportionate increases in consumer prices for services as measured   
by the United States Department of Labor's Consumer Price Index entitled "All   
Services Less Rent."                                                            

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

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

REINVESTMENT PLAN 

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

TAX STATUS

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

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

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

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

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

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

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

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

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

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its Units (and the Trust has held the Securities) for more than one year.       
Capital losses are deductible to the extent of capital gains; in addition, up   
to $3,000 of capital losses ($1,500 for married individuals filing separately)  
recognized by non-corporate Unitholders may be deducted against ordinary        
income.                                                                         

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

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

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

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

Entities that generally qualify for an exemption from Federal income tax,   
such as many pension trusts, are nevertheless taxed under Section 511 of the    
Code on unrelated business taxable income. Unrelated business taxable income is 
income from a trade or business regularly carried on by the tax-exempt entity   
that is unrelated to the entity's exempt purpose. Unrelated business taxable    
income generally does not include dividend or interest income or gain from the  
sale of investment property, unless such income is derived from property that   
is debt-financed or is dealer property. A tax-exempt entity's dividend income   
from the Trusts and gain from the sale of Units in the Trusts or the Trusts'    
sale of Securities is not expected to constitute unrelated business taxable     
income to such tax-exempt entity unless the acquisition of the Unit itself is   
debt-financed or constitutes dealer property in the hands of the tax-exempt     
entity.                                                                         

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

B-23

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OTHER MATTERS 

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

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

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

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

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

B-24

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

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

Table of Contents 

                                                                [Download Table]

Title                                                                       Page
-----                                                                       ----
                                                                                
 PART A                                                                         
Investment Summary.........................................................  A-2
Fee Table..................................................................  A-7
Summary of Essential Information...........................................  A-8
Statements of Financial Condition.......................................... A-11
Portfolio.................................................................. A-12
Report of Independent Auditors............................................. A-15
 PART B                                                                         
The Trusts.................................................................  B-1
Risk Considerations........................................................  B-5
Public Sale of Units.......................................................  B-9
Rights of Unitholders...................................................... B-11
Liquidity.................................................................. B-13
Administration of the Trusts............................................... B-15
Trust Expenses and Charges ................................................ B-20
Reinvestment Plan.......................................................... B-21
Tax Status................................................................. B-21
Other Matters.............................................................. B-24

This Prospectus does not contain all of the information set forth in the    
registration statement, filed with the SEC, Washington, DC, under the           
Securities Act of 1933 (file no. 333-45986), and the Investment Company Act of  
1940 (file no. 811-08945), and to which reference is made. Information may be   
reviewed and copied at the Commission's Public Reference Room, and information  
on the Public Reference Room may be obtained by calling the SEC at 1-202-942-   
8090. Copies may be obtained from the SEC by:                                   

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

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

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

(A Unit Investment Trust
comprised of three separate portfolios) 

PROSPECTUS

DATED: OCTOBER 19, 2000 

SPONSOR:

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

TRUSTEE:

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

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

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘497’ Filing		Date		First		Last			Other Filings
		1/18/02		8		11
		1/10/02		8		10
		12/31/00		5
		12/15/00		5
		10/24/00		8		14
Filed on:		10/20/00
		10/19/00		1		46			S-6/A
		10/18/00		8		15
		9/30/00		2		24
		9/30/99		2		24
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