Ing Variable Portfolios NCSR Certified annual shareholder report (management investment company)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-07651

ING VP Variable Portfolios, Inc.

(Exact name of registrant as specified in charter)

7337 E. Doubletree Ranch Rd., Scottsdale, AZ		85258
(Address of principal executive offices)		(Zip code)

The Corporation Trust Incorporated, 300 E. Lombard Street, Baltimore, MD 21201

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-992-0180

Date of fiscal year end:	December 31

Date of reporting period:	January 1, 2006 to December 31, 2006

Item 1. Reports to Stockholders.

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

Funds

Annual Report

December 31, 2006

Classes ADV, I and S

ING Variable Product Funds

Domestic Equity and Income Portfolios

n ING VP Balanced Portfolio

n ING VP Growth and Income Portfolio

Fixed Income Portfolios

n ING VP Intermediate Bond Portfolio

n ING VP Money Market Portfolio

Domestic Equity Growth Portfolios

n ING VP Growth Portfolio

n ING VP Small Company Portfolio

Global and International Equity Portfolios

n ING VP Global Science and Technology Portfolio

n ING VP International Equity Portfolio

Domestic Equity Value Portfolio

n ING VP Value Opportunity Portfolio

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

TABLE OF CONTENTS

President's Letter					1

Market Perspective					2

Portfolio Managers' Report					4

Shareholder Expense Examples					21

Report of Independent Registered Public Accounting Firm					24

Statements of Assets and Liabilities					25

Statements of Operations					28

Statements of Changes in Net Assets					31

Financial Highlights					36

Notes to Financial Statements					45

Portfolios of Investments					62

Tax Information					112

Director/Trustee and Officer Information					113

Advisory Contract Approval Discussion					116

Shareholder Meeting Information					123

PROXY VOTING INFORMATION

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

QUARTERLY PORTFOLIO HOLDINGS

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

(THIS PAGE INTENTIONALLY LEFT BLANK)

PRESIDENT'S LETTER

Dear Shareholder,

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

Now, the Fed is neither raising nor lowering interest rates, which puts us in the midst of what economists refer to as a "plateau." Historically, there have been six similar plateaus since 1982 and during four of those periods the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index") rose significantly.

Of course, the Fed's actions impact economies and market performance around the world. For instance, the current interest rate climate has been cited as one reason for a decline in the value of the dollar. Last year, that drop in the dollar meant that international stocks — which are often determined in foreign currencies — generally experienced strong performance as foreign currencies climbed and world stock markets continued to produce strong results.

Meanwhile, here at home, 2006 was an interesting year for equity investors. In May of 2006, the S&P 500^® Index hit a five-year high followed by a market correction and several months of non-directional returns. A strong rally occurred in the second half of the year driven in part by the aforementioned dollar decline and the interest rate plateau. The good news is many economists believe that these conditions may continue in the months to come.

At ING Funds, we are committed to providing you, the investor, with an array of investment choices that enables you to build a diversified portfolio across a variety of asset classes. We do so, with a view that the globalization of markets is an initial consideration in the products we offer.

We take the confidence you place in us with your investments very seriously — everyone in our firm is committed to renewing this trust each and every day.

Shaun Mathews
President
ING Funds
January 31, 2007

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

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

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2006

In our semi-annual report, we described how the feast of the first quarter had turned to famine in the second quarter for global equity markets on concerns that rising interest rates would freeze out global growth. Indeed as late as June 27, 2006, the year-to-date return on the Morgan Stanley Capital International ("MSCI") World Index^SM⁽¹⁾ measured in local currencies, including net reinvested dividends had been precisely 0%. However, the second half of the year ended December 31, 2006, was much healthier and the same index powered ahead 12.3% and for the year ended December 31, 2006, returned 20.07%. The return to dollar based in vestors was a little better at 13.2%, as late in the year a slowing economy and hints that central banks would be diversifying out of dollars weighed on that currency. For the six months ended December 31, 2006, the dollar fell 3.1% against the euro and 5.6% against the pound, but gained 4.1% on the yen due to stumbling growth and miniscule interest rates in Japan. For the year ended December 31, 2006, the dollar fell 10.6% against the euro and 12.4% against the pound, but gained 1.3% against the yen.

As the first half of 2006 ended, the Federal Open Market Committee ("FOMC") had just raised the federal funds rate for the seventeenth time since June 2004, to 5.25%. The relatively mild accompanying language led many in the fixed income market to hope that the tightening cycle was now over. Not everyone believed it, especially when new Middle East conflict pushed the price of oil to another record on July 14, 2006. But data, especially on housing, had mostly pointed to cooling demand and a tame employment report on August 4, 2006 probably decided the matter. Four days later the FOMC met and left rates unchanged. The booming housing market had been a powerful driver of growth in recent years through new construction and demand created by mortgage loan refinancing. This boom was deteriorating a ppreciably with housing prices and the key new building permits measure falling sharply. Only in the last few days of 2006 did the slump show some signs of bottoming out with unexpectedly good new and existing home sales figures reported, along with rebounding consumer confidence. For the six months ended December 31, 2006, the Lehman Brothers^® Aggregate Bond ("LBAB") Index⁽²⁾ of investment grade bonds gained 5.09% and for the year ended December 31, 2006 it gained 4.33%. The most important dynamic was the broad yield curve inversion, suggestive of an expected fall in interest rates and a further economic slow down. The ten-year Treasury yield fell 43 basis points (0.43%) to 4.71%, while the yield on the three-month Bill rose by 3 basis points (0.03%) to 4.89%. Since mid-August, with the exception of two days, August bond investors had been prepared to lend money to the government for ten years at a lower interest rate than for three months.

Faced with fading business activity, as the key housing engine seized up, and a yield curve inverted to the point of recession according to some commentators, investors in U.S. equities must have been in the mood to sell. Not so fast. Those investors saw things differently and indeed the apparent "disagreement" between the bond market and global stock markets was a well discussed feature of the second half of the year. For one thing, the oil price, having hit its record, fell back, as surly calm returned to the Middle East, as the summer driving and hurricane seasons came and went and as winter got off to a mild start in the key North East region. The price of oil averaged 22% less in the fourth quarter than at its peak, boosting consumers' spending power and confidence. And if longer-term int erest rates were falling then stocks looked more attractive as bonds provided less competition and the present value of future corporate profits rose. Speaking of which, Standard & Poor's 500^® Composite Stock Price ("S&P 500^®") Index⁽³⁾ companies duly reported their 13th straight double-digit quarterly percentage earnings gain. Gross domestic product ("GDP") growth may have slowed, but the share of corporate profits, reported at 12.4%, was the highest since the 1950's. The next merger or acquisition to get investors in the mood never seemed far away. Five of them were even announced in one day on November 6, 2006, sending markets up about 1%. For the six months ended December 31, 2006, the S&P 500^® Index, including dividends, rose 12.7% and for the year ended December 31, 2006, the S&P 500^{&r eg;} Index, including dividends, rose 15.8%. All but 30 basis points (0.30%) of the gain came after August 8, 2006, making six-year highs as the year ended.

International markets, based on MSCI local currency indices, as in the U.S., finished near their best levels for the year. In Japan the market advanced 8.7%, in 2006, after a late surge. The long awaited increase in interest rates from 0.0% to 0.25% took place in July just as the economic recovery was losing impetus. Third quarter growth was estimated at only 0.8% and generated by exports and capital spending alone. Consumer spending was lagging despite low

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2006

unemployment and almost flat prices, yet business confidence remained high and profit growth healthy. Elsewhere, Asian markets ex Japan rose 28.2% in 2006, but with wide disparities, ranging from -2.0% in Thailand to 83.4% in China. In Thailand the uncertainty caused by a military coup was compounded when the junta imposed exchange controls to hold back the strong baht, only to rescind them the next day. China's market soared in surely speculative excess, and in the absence of attractive alternatives, as investors sought a piece of the world's fourth largest economy. By the end of 2006 the Chinese market had become the third biggest emerging market after South Korea and Taiwan. European ex UK markets surged 16.1%, in 2006. The Eurozone's GDP growth had recorded its best first half of a year since 2000, 1.7%, and the lowest unemployment rate, 7.8%, since the start of the Eurozone itself. But as the second half of 2006, wore on there were signs that the best news was behind it and the third quarter's annualized growth fell to 2.0%. Business confidence, however, stayed buoyant and cheered by extensive merger and acquisition activity despite headwinds in the form of a strengthening euro, a hawkish European Central Bank that raised rates three times and the looming rise in German sales tax. UK equities added 8.6% in the six months ended December 31, 2006. The Bank of England raised rates twice as GDP growth accelerated to 2.9% year over year, inflation climbed above target and house prices, an important d emand generator, continued their recovery with average prices up more than 10% in 2006. Again, however, it was widespread, large scale mergers and acquisitions energizing the market.

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

⁽²⁾ The LBAB Index is a widely recognized, unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽³⁾ The S&P 500® Index is an unmanaged index that measures the performance of securities of approximately 500 of the largest companies in the U.S.

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

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

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

ING VP BALANCED PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Balanced Portfolio (the "Portfolio") seeks to maximize investment return consistent with reasonable safety of principal, by investing in a diversified portfolio of one or more of the following asset classes: stocks, bonds and cash equivalents, based on the judgment of the Portfolio's management, of which of those sectors or mix thereof offers the best investment prospects. The Portfolio is managed by Omar Aguilar, Ph.D., James B. Kauffmann and Mary Ann Fernandez, Portfolio Managers, of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 9.99% compared to the Standard & Poor's 500® Composite Stock Price Index⁽¹⁾ ("S&P 500® Index"), the Lehman Brothers® Aggregate Bond Index⁽²⁾ ("LBAB Index") and the Composite Index⁽³⁾ (60% S&P 500® Index/40% LBAB Index), which returned 15.79%, 4.33% and 13.68%, respectively, for the same period.

Portfolio Specifics: Over the period, domestic equities and fixed income markets generally performed well. The Portfolio's asset allocation was positive, mainly due to its underweight in fixed income. However, this was somewhat offset by an overweight position in cash. After 17 rate hikes, the Federal Open Market Committee appears to be on hold and the futures markets have priced in a rate cut sometime in 2007. Our view is that the U.S. Federal Reserve Board ("Fed") is unlikely to raise rates in the near term unless the economy shows signs of rapid growth or inflation pressures significantly increase. With the yield curve inverted, we continue to hold an underweight position in fixed income and have reduced our overweight position in cash.

The domestic equity portion of the Portfolio underperformed its benchmark, the S&P 500® Index, mainly due to adverse security selection. We were hurt by stock selection in energy, consumer discretionary, and healthcare. In contrast, selection in information technology and telecommunication services was beneficial. Security selection was the strongest in large-cap stocks, while mid- and small-caps acted as a major drag.

Stocks that added to performance included an overweight position in Cisco Systems, Inc. and Goldman Sachs Group, Inc. By comparison, underweight positions in Verizon Communications, Inc. and Time Warner, Inc. negatively impacted performance.

The fixed income portion of the Portfolio underperformed the LBAB Index. Our short duration positioning hurt the Portfolio at the beginning of the period, but was beneficial in December. A relative underweight in corporate bonds acted as a drag as the sector outperformed Treasuries. While exposure to high yield fixed income helped the Portfolio, its zero position in emerging market debt was a missed opportunity to enhance yield. Security selection in mortgage-backed securities was largely beneficial with our adjustable-rate mortgages adding to relative performance. In December, our long position in corporate bonds and subordinated paper with maturities of 10 and 30 years was positive. In contrast, our exposure to a telecommunication company bond hindered results when spreads widened after the company missed earnings estimates following its merger with another wireless company.

Current Strategy and Outlook: A weak housing market coupled with the lagged effects of 17 rate hikes by the Fed has slowed the U.S. economy. Going forward, we expect gross domestic product growth to be moderate, with output expanding at a slightly below-trend rate. We believe as residential investment continues to decline, lower gasoline prices and credit conditions should help mitigate the spill over effects from the weakening housing market. Our view is that the economy is in a mid-cycle slowdown with a low likelihood of recession. Yields have fallen, and the inversion of U.S. Treasury yield curve has become much more pronounced between one and three years suggesting growing confidence in eventual Fed easing.

There are still some contradicting signals affecting the capital markets. The equities market has reached its post 9/11 highs while at the same time slower growth and lower inflation metrics have sent interest rates to their lowest levels in almost 11 months. In our opinion, stocks appear to be signaling an expansion while bonds are not. As our short duration position indicates, we are inclined to believe that some inflation pressures will still emerge and long-term rates will edge up. Overall, we remain underweight fixed income and overweight equities.

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

Top Ten Holdings*
as of December 31, 2006
(as a percent of net assets)

ExxonMobil Corp.	2.6	%
General Electric Co.	1.7	%
Citigroup, Inc.	1.7	%
Bank of America Corp.	1.5	%
JPMorgan Chase & Co.	1.2	%
Federal National Mortgage Association, 5.000%, due 01/12/36	1.1	%
Cisco Systems, Inc.	1.1	%
Microsoft Corp.	1.1	%
Chevron Corp.	1.1	%
International Business Machines Corp.	1.0	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund, repurchase agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

ING VP BALANCED PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2006*
	1 Year			5 Year			10 Year			Since Inception of Class S May 29, 2003
Class I		9.99	%		5.99	%		7.56	%		—
Class S		9.62	%		—			—			9.24	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		8.42	%		—	⁽⁴⁾
LBAB Index⁽²⁾		4.33	%		5.06	%		6.24	%		3.08	%⁽⁴⁾
Composite Index⁽³⁾		13.68	%		5.99	%		8.02	%		11.33	%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Balanced Portfolio against the indices indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

The performance update illustrates performance for a variable investment option available through a variable annuity contract. The performance shown indicates past performance and is not a projection or prediction of future results. Actual investment returns and principal value will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost. Please call (800) 992-0180 to get performance through the most recent month end.

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

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

Portfolio holdings are subject to change daily.

* ADV Class commenced operations on December 29, 2006, therefore, there is no performance information for the period ended December 31, 2006.

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

⁽²⁾ The LBAB Index is an unmanaged index composed of securities from the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities Index and the Asset-Backed Securities Index.

⁽³⁾ The Composite Index consists of 60% of return of (securities included in) the S&P 500^® Index and 40% of the return of (securities included in) the LBAB Index.

⁽⁴⁾ Since inception performance for the indices is shown from June 1, 2003.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP GROWTH AND INCOME PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Growth and Income Portfolio (the "Portfolio") seeks to maximize total return through investments in a diversified portfolio of common stocks and securities convertible into common stock. It is anticipated that capital appreciation and investment income will both be major factors in acheiving total return. The Portfolio is managed by Christopher F. Corapi, Portfolio Manager, and Scott Lewis, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 14.20% compared to the Standard & Poor's 500® Composite Stock Price Index⁽¹⁾ ("S&P 500® Index"), which returned 15.79% for the same period.

Portfolio Specifics: The Portfolio benefited from favorable stock selection in industrials and telecommunication services and, to a lesser extent in materials.

Wesco International and ABB Ltd. ADR were the strongest performers within the industrial sector. Both companies benefited from utility company spending on electricity transmission and distribution upgrades. We believe ABB Ltd. ADR still has significant upside potential given strong demand and pricing in transmission and distribution and continued capital spending in the global energy markets. In the telecommunication sector, AT&T, Inc. helped performance as it benefited from improved wireline performance and margin recovery at Cingular Wireless. Finally, in the materials sector, our position in Allegheny Technologies, Inc. benefited from strong demand within the commercial aerospace industry. New contracts with Boeing and Airbus for commercial and military projects should continue to fuel growth in the company's titanium business in 2007.

The Portfolio's underperformance versus the S&P 500® Index can largely be attributed to stock selection in technology and energy. Within energy, the Portfolio was hurt by our decision to underweight integrated oil and gas companies in favor of exploration and production companies. Energy experienced a flight to quality in the second half of this year caused partly by a sharp and unanticipated decline in natural gas prices.

Maxim Integrated Products and Yahoo!, Inc. were two technology holdings that detracted from performance. Yahoo!, Inc. was hurt by weakness in search and brand advertising, as well as concerns over the delayed launch of its new search system. Due to a lack of positive catalysts for the stock, we have decided to replace it with Google, Inc., which we believe is a better long-term investment in the on-line advertising space. Maxim Integrated Products declined as a result of an inventory correction in the analog chip market. Our investment in Evergreen Energy, Inc., a company with a potentially revolutionary coal cleaning process, underperformed as management failed to meet milestones which we had viewed as well within reach. This position was eliminated in December.

Current Strategy and Outlook: Currently, the Portfolio is positioned in companies which we believe have strong or improving competitive positions, robust end markets and/or superior capital allocation opportunities. Furthermore, we believe, each stock possesses an attractive valuation and a clear catalyst to improve it. Top holdings include AT&T, Inc., News Corp., Inc., ABB Ltd. ADR, Microsoft Corp., Intel Corp, Cooper Industries Ltd. and St. Jude Medical, Inc.

We believe continued strength from AT&T's Cingular Wireless and Enterprise business, as well as synergies from its merger with BellSouth, should be positive catalysts for the stock next year. We also see upside potential in Microsoft Corp. and Intel Corp. as new product launches, such as Microsoft Vista and Office 2007, should lead to stronger than expected PC growth in 2007. Within media, we find News Corp. Inc. attractive based on our view that advertising spending growth will remain robust and that internet advertising will continue to grow more rapidly than the industry as a whole. We believe News Corp., Inc. is well positioned due to a number of key strategic acquisitions, such as MySpace and Scout. Additionally, News Corp., Inc. should benefit from the renegotiation of its affiliate rates which are currently much lower than its competitors. We believe General Cable will exceed expectations given the robust end markets in transmissi on and distribution infrastructure, power and communications. We also expect that lower copper prices will drive margin expansion going forward. Finally, we believe that a recovery in the implantable cardioverter defibrillator ("ICD") market will be a significant growth driver for St. Jude Medical, Inc. as their sales growth is highly levered to this segment. In our opinion, St. Jude Medical, Inc. should also benefit from a robust product line that continues to take market share in the ICD market.

Top Ten Holdings*
as of December 31, 2006
(as a percent of net assets)

ExxonMobil Corp.	3.9	%
Microsoft Corp.	3.6	%
Citigroup, Inc.	2.8	%
AT&T, Inc.	2.7	%
General Electric Co.	2.6	%
Altria Group, Inc.	2.6	%
Bank of America Corp.	2.5	%
American International Group, Inc.	2.3	%
Intel Corp.	2.3	%
Procter & Gamble Co.	2.3	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund and securities lending collateral.

Portfolio holdings are subject to change daily.

ING VP GROWTH AND INCOME PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			10 Year			Since Inception of Class ADV December 20, 2006			Since Inception of Class S June 11, 2003
Class ADV		—			—			—			(0.23	)%		—
Class I		14.20	%		4.82	%		4.85	%		—			—
Class S		13.72	%		—			—			—			11.75	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		8.42	%		N/A⁽²⁾			13.43	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Growth and Income Portfolio against the index indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

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

Portfolio holdings are subject to change daily.

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

⁽²⁾ Since inception performance for the index is not shown.

⁽³⁾ Since inception performance for the index is shown from June 1, 2003.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Growth Portfolio (the "Portfolio") seeks growth of capital through investment in a diversified portfolio consisting primarily of common stock and securities convertible into common stocks believed to offer growth potential. The Portfolio is managed by Richard Welsh, CFA, Portfolio Manager and Jeff Bianchi,* Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 2.65% compared to the Russell 1000® Growth Index⁽¹⁾, which returned 9.07% for the same period.

Portfolio Specifics: From a sector perspective, all sectors had positive results with value tilting sectors leading the market advance. Telecommunications services and financials were the best-performing sectors for the full year. The telecom services sector was up 21% and was led by the wireless segment. Financials had a 17% gain with several industries contributing, including diversified financial services, real estate investment Trusts, thrifts and mortgage finance, and capital markets. The materials sector was up 16%, aided by strong gains from metals and mining and construction materials.

The energy sector had the weakest result, a 3.7% increase, followed by growth tilting sectors, health care and information technology. The weak pricing environment, reflecting ample supplies and warm weather conditions, weighed on energy shares. The health care sector was up only 3.8% due to valuation and other concerns that impacted the biotechnology and health care services industries. Investor risk aversion contributed to a sub par gain of 7.4% for technology. Key lagging industries included internet software and semiconductors.

Impact of Key Portfolio Holdings and Sector Concentration — Main reasons for under performance were stock selection in health care and technology, as well as sector underweight allocation to industrials. From a stock selection standpoint, UnitedHealth Group, Inc., Citrix Systems, Inc., and Legg Mason, Inc. hurt results the most. The shares of UnitedHealth Group, Inc. were affected by a stock option backdating probe involving top officers including CEO William McGuire who ultimately resigned. The company was subjected to Federal prosecutor and U.S. Securities and Exchange Commission inquiries and shareholder lawsuits. Citrix Systems, Inc., a supplier of information software services, missed third quarter consensus earnings estimates due to weak licensing growth in core presentation products. As a result of underlying business deterioration, we eliminated the Citrix Systems, Inc. position. Legg Mason, Inc., a global asset manager, underpe rformed due to an earnings shortfall from weaker-than-expected asset flows and a delay in merger-related savings from the acquisition of Citigroup's asset management business. We also sold the Legg Mason, Inc. holding.

Luxury retailer Coach, Inc. made the biggest contribution to returns. The magnitude of earnings surprises grew in recent quarters due to new style features. As the largest pharmacy benefit manager in the country, Medco Health Solutions, Inc. benefited from the new Medicare Prescription Drug Program. The revenue outlook was enhanced by certification as the designated provider for HP Policy Assurance which covers over 250 corporations. Cisco Systems, Inc. performed well as the company exhibited across-the-board strength in basic data networking products as well as newer areas such as Voice over Internet Protocol and wireless communications.

Current Strategy and Outlook: We believe that economic growth will continue to moderate with benign inflation and interest rate implications. Consistent with an economy and market that are transitioning to slower growth, we are focusing on companies whose business momentum prospects are both attractive and reasonably certain. We are avoiding stocks that require a big earnings surprise to justify price to earnings multiples. We are overweight low beta information technology, health care services and select retail stocks. We are increasing capital markets exposure and are comfortably underweight regional banks.

* Effective December 31, 2006, Jeff Bianchi was named co-portfolio manager to the Portfolio. Kenneth Bragdon was removed as portfolio manager of the Portfolio

Top Ten Holdings*
as of December 31, 2006
(as a percent of net assets)

Cisco Systems, Inc.	4.6	%
Microsoft Corp.	3.9	%
Hewlett-Packard Co.	3.0	%
Altria Group, Inc.	2.8	%
Google, Inc.	2.7	%
International Game Technology	2.7	%
Danaher Corp.	2.5	%
Accenture Ltd.	2.4	%
American Express Co.	2.2	%
Baxter International, Inc.	2.1	%

* Excludes short-term investments related to securities lending collateral.

Portfolio holdings are subject to change daily.

ING VP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2006*
	1 Year			5 Year			10 Year			Since Inception of Class S November 1, 2001
Class I		2.65	%		2.20	%		5.87	%		—
Class S		2.42	%		1.96	%		—			2.86	%
Russell 1000^® Growth Index⁽¹⁾		9.07	%		2.69	%		5.44	%		4.40	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Growth Portfolio against the index indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

Portfolio holdings are subject to change daily.

* ADV Class commenced operations on December 29, 2006, therefore, there is no performance information for the period ended December 31, 2006.

⁽¹⁾ The Russell 1000® Growth Index measures the performance of the 1,000 largest companies in the Russell 3000 Index with higher price-to-book ratios and higher forecasted growth. The Russell 3000 Index is an unmanaged index that measures the performance of 3,000 U.S. companies based on total market capitalization.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP SMALL COMPANY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Small Company Portfolio (the "Portfolio") seeks growth of capital primarily through investment in a diversified portfolio of common stocks of companies with smaller market capitalizations. The Portfolio is managed by Joseph Basset, CFA, and Steve Salopek, Portfolio Managers of ING Investment Management Co. — the Sub Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 16.79% compared to the Russell 2000® Index⁽¹⁾, which returned 18.37% for the same period.

Portfolio Specifics: Small-cap stocks performed well in 2006, generally outperforming both mid- and large-caps. The Russell 2000® Index gained 18.4% in 2006, outperforming the large-cap Russell 1000® Index for the seventh year out of eight. Economic strength propelled small-cap corporate earnings to record highs, and acquisitions of smaller firms by private equity buyers also aided results. Despite strong overall performance, this year proved to be a volatile ride for small-caps. During the first quarter, the market favored mid- and small-sized companies within the s mall-cap universe, and this trend continued as the market sold off during the summer. Larger sized companies declined, with the highest liquidity stocks selling down the most. Larger capitalization companies declined the most, with the highest liquidity stocks suffering the most. During the third quarter, cyclical companies corrected significantly, affecting the transportation, energy and capital goods areas. During this sell-off, financials showed resiliency, which provided support for the Russell 2000® Index. Although volatility was at an all time low, it was a difficult year for stock selection, as the market did not differentiate between high- and low-quality companies.

Strong stock selection in the energy, materials and financials sectors contributed most to results. Our underweight in health care and overweight in industrials and materials also positively impacted performance. In contrast, stock selection in health care and consumer discretionary hurt results. Unfavorable stock selection in information technology, coupled with our slight overweight also negatively impacted performance. Our overweight in energy and our slight underweight in telecommunication services acted as a drag.

Core Laboratories NV and Albemarle Corp. significantly benefited the Portfolio over the period. Core Laboratories NV, which is in the energy equipment and services business, was helped by a strengthening in the energy sector in the last few months of the year. Albemarle Corp. is in the catalyst and specialty chemicals businesses. Favorable performance can be attributed to a significant improvement in the operations of both of these businesses, as well as leverage from increased pricing, which led to higher cash flow growth than was expected.

Chemed Corp. and HealthExtras Inc. were two of the largest detractors from performance over the period. Chemed Corp. is primarily a hospice provider with meaningful exposure to Medicare reimbursement. Chemed Corp. lowered guidance as a result of Medicare reimbursement issues that capped revenue from certain markets and the company was unable to offset this negative development with a reduction in costs to service patients. HealthExtras Inc. is a mid-market pharmacy benefit management company. The company lowered expectations for the year, as a large contract for the state of Maryland awarded in the beginning of the year has not yet started up due to appeals by the previous provider. We continue to own the stock because we believe the delay in the initiation of this contract will not have a significant impact on the company's fundamentals.

Current Strategy and Outlook: We believe that economic growth will continue to slow. We continue to focus on companies with strong balance sheets and cash flow generation capabilities that can show stable growth despite a moderating economy. Our largest overweight in the Portfolio is energy. The valuations of the companies in this sector are at or below long-term averages. Also, the implied volatility from futures contracts for oil and gas are low, which is beneficial for smaller, less liquid shares. Our largest underweight is consumer discretionary, as this sector is heavily reliant on consumer spending. Although the impact of rising interest rates and gas prices have been somewhat alleviated, we believe that the weakness in the housing market and the absence of mortgage equity withdrawals will continue to be a headwind for the consumer. In capital goods, we have positioned the Portfolio away from deeply cyclical companies. We are likely to increase our weighting in consumer services, especially in companies that can show stable growth despite a slowing economy.

Top Ten Holdings*
as of December 31, 2006
(as a percent of net assets)

UAP Holding Corp.	1.4	%
ITC Holdings Corp.	1.3	%
Ansys, Inc.	1.2	%
Bank Mutual Corp.	1.2	%
Toro Co.	1.2	%
Albemarle Corp.	1.1	%
NewAlliance Bancshares, Inc.	1.1	%
Psychiatric Solutions, Inc.	1.1	%
Landamerica Financial Group, Inc.	1.1	%
Teledyne Technologies, Inc.	1.1	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund and securities lending collateral.

Portfolio holdings are subject to change daily.

ING VP SMALL COMPANY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			10 Year			Since Inception of Class S November 1, 2001
Class I		16.79	%		9.22	%		11.87	%		—
Class S		16.07	%		8.97	%		—			10.84	%
Russell 2000^® Index⁽¹⁾		18.37	%		11.39	%		9.44	%		13.93	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Small Company Portfolio against the index indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index. The Russell 3000 Index is an unmanaged index that measures the performance of 3,000 U.S. companies based on total market capitalization.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP VALUE OPPORTUNITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Value Opportunity Portfolio (the "Portfolio") seeks growth of capital primarily through investment in a diversified portfolio of common stocks. The Portfolio is managed by a team of equity investment specialists led by Scott Lewis, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 16.10% compared to the Russell 1000® Value Index⁽¹⁾ and the Russell 1000® Index⁽²⁾, which returned 22.25% and 15.46%, respectively, for the same period.

Portfolio Specifics: The Portfolio benefited from favorable stock selection in telecommunications, utilities and consumer discretionary. In contrast, our decision to underweight telecommunications acted as a drag as the sector rose 40% in 2006.

The Portfolio underperformed the Russell 1000® Value Index primarily as a result of weak stock selection within the energy and financial sectors. To a lesser extent, our holdings within materials and technology detracted from performance. Within energy, the Portfolio was hurt by our decision to underweight integrated oils in favor of exploration and production companies. The energy sector experienced a flight to quality in the second half of this year caused partly by a sharp and unanticipated decline in natural gas. Within financials, adverse stock selection effects were compounded by an unfavorable underweighting real estate investment trusts, which continue to trade at high valuations.

In telecommunications, our decision to underweight Sprint Nextel Corp. early in the year contributed meaningfully to returns. The stock declined during the first eight months of 2006 due to concerns over its integration with Nextel. We took advantage of this weakness in September and initiated a position. Over the last four months, the stock performed well due to the company's successful launch of a faster cellular internet service. AT&T, Inc. was another telecommunication stock that helped performance. AT&T, Inc. benefited from improved wireline performance and margin recovery at Cingular Wireless. Our utility holdings such as Mirant Corp., PG&E Corp. and Sempra Energy also helped. Within consumer discretionary, Boyd Gaming Corp. was a positive contributor to returns. We bought Boyd Gaming Corp. in August based on our belief that the Street had significantly undervalued its residential property. We believe the company will conti nue to benefit from its prime real estate and see it as a likely leveraged buyout candidate.

By comparison, our investment in Evergreen Energy, Inc. a company with a potentially revolutionary coal cleaning process, was the largest single stock detractor from performance as management failed to reach its performance milestones during the period. We eliminated this position in December. In financials, our positions in Capital One Financial Corp. and Conseco, Inc. hurt the Portfolio. Capital One Financial Corp. declined on fears of credit deterioration and consumer spending. We see significant upside in Capital One Financial Corp. given its attractive valuation, and believe the company will see synergies from its integration with North Fork Bankcorp. Our position in Conseco, Inc. underperformed as expected ratings upgrade did not occur, due in part to disappointing third-quarter results.

Current Strategy and Outlook: Currently, the Portfolio is positioned in companies which have strong or improving competitive positions, robust end markets and/or superior capital allocation opportunities. Furthermore, we believe each stock possesses an attractive valuation and a clear catalyst to improve it. Some examples of high-conviction holdings include Peabody Energy Corp., Union Pacific Corp., ABB Ltd. ADR, The Bank of New York Co., Inc., and Hudson City Bancorp, Inc.

We believe there is meaningful upside in Peabody Energy Corp. and Union Pacific Corp., both of which will continue to play important roles in the development of the Powder River Basin in Wyoming. This region contains one of the largest coal deposits in the world and activity there will continue to expand as mines in Appalachia increasingly become cost prohibitive. The Bank of New York Co., Inc. which recently agreed to acquire Mellon Financial Corp., is trading at a meaningful discount to competitors Northern Trust Corp. and State Street Corp. We believe that when the transaction is completed and integration proves successful, this valuation gap will close. We further believe that the combined company will achieve greater synergies than Wall Street is currently expecting, leading to additional upside. Hudson City Bancorp, Inc. another regional bank holding company is, in our view, poised to outperform as the significant excess capital it has put to work could benefit from an expected steepening of the yield curve and a possible Federal Reserve Board rate hike by mid-2007.

Top Ten Holdings*
as of December 31, 2006
(as a percent of net assets)

ExxonMobil Corp.	4.8	%
Bank of America Corp.	4.0	%
Citigroup, Inc.	3.9	%
JPMorgan Chase & Co.	3.5	%
AT&T, Inc.	3.4	%
Pfizer, Inc.	3.2	%
Procter & Gamble Co.	3.1	%
Altria Group, Inc.	2.7	%
Wells Fargo & Co.	2.6	%
Mirant Corp.	2.3	%

* Excludes short-term investments related to securities lending collateral.

Portfolio holdings are subject to change daily.

ING VP VALUE OPPORTUNITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2006*
	1 Year			5 Year			10 Year			Since Inception of Class S July 16, 2001
Class I		16.10	%		4.76	%		9.86	%		—
Class S		15.77	%		4.50	%		—			2.38	%
Russell 1000^® Value Index⁽¹⁾		22.25	%		10.86	%		11.00	%		9.12	%⁽³⁾
Russell 1000^® Index⁽²⁾		15.46	%		6.82	%		8.64	%		5.38	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Value Opportunity Portfolio against the indices indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in the indices. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

Portfolio holdings are subject to change daily.

* ADV Class commenced operations on December 29, 2006, therefore, there is no performance information for the period ended December 31, 2006.

⁽¹⁾ The Russell 1000® Value Index is an unmanaged index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values, which more closely tracks the types of securities in which the Portfolio invests than the S&P 500® Composite Stock Price Index.

⁽²⁾ The Russell 1000® Index is a comprehensive large-cap index measuring the performance of the largest 1,000 U.S. incorporated companies.

⁽³⁾ Since inception performance for the indices is shown from August 1, 2001.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP INTERMEDIATE BOND PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Intermediate Bond Portfolio (the "Portfolio") seeks to maximize total return consistent with reasonable risk by investing in a diversified portfolio consisting primarily of debt securities. It is anticipated that capital appreciation and investment income will both be major factors in achieving total return. The Portfolio is managed by James B. Kauffmann, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 4.06% compared to the Lehman Brothers® Aggregate Bond Index⁽¹⁾ ("LBAB"), which returned 4.33% for the same period.

Portfolio Specifics: 2006 was supposed to be the year that synchronized global growth led to capacity constraints in labor and manufacturing and rising commodity prices. This combination was expected to produce inflation rates that would have been unacceptable to the U.S. Federal Reserve Board ("Fed") and global investors in general. A repudiation of U.S. dollar-based assets and a Fed bent on draining liquidity from the market was expected to lead to rising interest rates and a decline in prices of high risk assets relative to their low risk counterparts. As the carry trade was unwound, volatility was expected to re-emerge. Investors were also expected to come to the realization that the Fed was behind this steepening of the yield curve and that it could not control inflation.

However, capital markets rarely serve up what is expected. Although we did in fact experience the greatest surge in global growth since the 1970s, and the longest string of 6% plus gross domestic product ("GDP") growth since the 1980s, the economy could not deal with a simultaneous slowdown in housing and manufacturing. Even though there was a brief inflation scare as the core consumer price index reached a peak of 2.9%, a level not seen since 1996, unit labor cost increases were offset by falling goods prices. The market correctly predicted that growth and inflation would moderate and these robust economic statistics would be fleeting.

Overall, last year's bond market can best be described as a battle of two halves. In the first half of 2006, the market battled inflation and oil fears. In the second half of 2006, the market dealt with a housing- and automotive-induced slowdown, as well as a benign Fed. Throughout the year, leveraged buyouts ("LBOs") vexed the investment corporate bond market, as the re-levering of corporate balance sheets reached new highs. The Fed continued its tightening regime until late into the summer when the Federal Open Market Committee ("FOMC") paused and held the key overnight steady at 5.25% for the remainder of the year. The yield curve inverted for the first time in many years, and it stayed in this inherently unstable shape for the rest of the period. All sectors of the LBAB Index outperformed Treasuries, although the sub-prime mortgage market languished in the second half as the domestic residential real estate market slumped.

Impact of Key Portfolio Holdings and Sector Concentration: While the Portfolio largely avoided the deleterious effects that LBOs can bring to bond portfolios, performance relative to our peers was not as strong as in the past. In general, our defensive posture towards credit hurt the Portfolio, although exposures were re-calibrated frequently through the course of the year. We remained uncomfortable with the limited compensation for risk provided by credit-sensitive bonds. Low volatility further impacted our security selection process, and our small allocations to high-yield and emerging-market debt were helpful but too modest given the strong outperformance of those two high risk sectors. Yet, timely allocations to 10/1 adjustable rate mortgages ("ARMs") in lieu of fixed-rate fifteen year mortgage-backed securities ("MBS") proved beneficial as were tactica l overweights to the MBS sector in general. Our security selection process did produce some wins in the areas of financial debt and floating rate notes. Ultimately, the greatest drag on performance proved to be our short duration posture in the second half of the year. Investors quickly — and we believe, incorrectly — viewed the Fed's pause as a sign of imminent easing.

Current Strategy and Outlook: We expect slow growth to persist early in 2007. We expect, housing and auto-related manufacturing to continue to be weak during the first part of the year, but we predict they will to recover as the year progresses. We believe, the economy may experience sub-trend growth for a couple of quarters until consumers adjust their spending patterns in the new environment. Long-term, we view the economy as resilient despite market signals (such as an inverted yield curve) that predict a hard landing. Our view is that this pessimistic outlook is not warranted given the strength in the service sector, export growth and the labor market. Housing is already showing signs of stabilization. We see limited risk based on the variables that would further negatively affect this sector, such as higher mortgage rates and lower personal income.

The effects of a global capital market with easy money have had an impact beyond the artificially low long-term rates in the U.S. Investors flush with cash and seeking high-paying investment opportunities continue to demand stockholder-friendly transactions. Leveraged buyout targets are rumored to include Alltel Corp., Western Union Co., Anheuser-Busch Cos., Inc. and JC Penney Co., Inc. We are cautiously bullish on credit in the very short term. Strategically, we remain defensive on credit as we are concerned that issue specific risk may not be compensated appropriately. Our mortgage allocation is slightly overweight on a contribution-to-duration basis, and we continue to benefit from exposure to off-index mortgage-backed securities such as ARMs. Our exposure to high-yield and emerging-market debt is limited and we maintain a slight overweight exposure in high yield on a contribution-to-duration basis. We have zero exposure to emerging marke t debt. The interest rate strategy team has targeted a duration position slightly shorter than the benchmark with a bias toward long-term rates rising more than short-term rates.

Investment Type Allocation
as of December 31, 2006
(as a percent of net assets)

Collateralized Mortgage Obligations	33.4	%
Corporate Bonds/Notes	28.1	%
U.S. Government Agency Obligations	27.8	%
U.S. Treasury Obligations	11.2	%
Asset-Backed Securities	3.0	%
Preferred Stock	1.8	%
Mutual Fund	1.4	%
Municipal Bonds	1.0	%
Other Bonds	0.8	%
Equity-Linked Securities	0.4	%
Repurchase Agreement	1.2	%
Other Assets and Liabilities, Net*	(10.1	)%
Net Assets	100.0	%

* Includes securities lending collateral.

Portfolio holdings are subject to change daily.

Top Ten Holdings*
as of December 31, 2006
(as a percent of net assets)

Federal National Mortgage Association, 5.000%, due 01/12/36	8.0	%
U.S. Treasury Note, 4.625%, due 11/30/08	4.4	%
U.S. Treasury Bond, 4.500%, due 02/15/36	1.9	%
Federal National Mortgage Association, 5.250%, due 08/01/12	1.2	%
Citigroup Mortgage Loan Trust, Inc., 6.096%, due 08/25/36	1.1	%
U.S. Treasury Note, 4.625%, due 11/15/09	1.0	%
JP Morgan Mortgage Trust, 5.408%, due 11/25/35	1.0	%
Federal Home Loan Mortgage Corporation, 6.625%, due 09/15/09	1.0	%
Federal National Mortgage Association, 5.500%, due 11/01/33	1.0	%
Federal Home Loan Mortgage Corporation, 5.500%, due 04/24/09	1.0	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund, repurchase agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

ING VP INTERMEDIATE BOND PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			10 Year			Since Inception of Class ADV December 20, 2006			Since Inception of Class S May 3, 2002
Class ADV		—			—			—			(0.30	)%		—
Class I		4.06	%		5.32	%		6.03	%		—			—
Class S		3.77	%		—			—			—			5.31	%
LBAB Index⁽¹⁾		4.33	%		5.06	%		6.24	%		N/A⁽²⁾			4.98	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Intermediate Bond Portfolio against the index indicated. An index has has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The LBAB Index is an unmanaged index composed of securities from the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities Index and the Asset-Backed Securities Index.

⁽²⁾ Since inception performance for the the index is not shown.

⁽³⁾ Since inception performance for the index is shown from May 1, 2002.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP MONEY MARKET PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Money Market Portfolio (the "Portfolio") seeks to provide high current return, consistent with preservation of capital and liquidity, through investment in high-quality money market instruments. The Portfolio is managed by David S. Yealy, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 4.88% compared to the iMoneyNet First Tier Retail Index, which returned 4.30% for the same period.

Portfolio Specifics: The calendar year 2006 can be separated into two distinct halves. During the first half of the year, the Federal Open Market Committee ("FOMC") raised rates 0.25% at each of its four meetings. Short-term money market rates increased in response to the FOMC's rate actions. The markets priced in expectations for continued U.S. Federal Reserve Board's ("Fed") rate increases after each meeting during the period. The FOMC did not increase rates at all during the second half of the year, as economic growth slowed to a more moderate level due primarily to a slowdown in the housing market. Despite inflation remaining above the Fed's 1%-2% comfort level and a tight labor market, the markets shifted from expecting future rate increases to pricing in future rate cuts.

Our primary investment strategy, which we had in place since the second half of 2004, did not change significantly during the first half of the year. The Portfolio benefited from a large amount of interest sensitive floating rate securities. In addition to our emphasis on floating rate securities, we continued to focus new purchases on very short maturity securities that typically matured prior to a forthcoming FOMC meeting. These performed well during the rising rate environment. We made selective purchases in the two- to three-month maturity range only when they fully priced in future Fed rate increases. For a brief period in June, the market priced in a more aggressive Fed with 1-Year LIBOR nearing 5.80%. We took the opportunity to extend the Portfolio's weighted average maturity ("WAM") from approximately 20 days to approximately 40 days, by investing approximately 5% of the Portfolio in fixed rate securities with maturities greater than six months. This maturity extension positioned the Portfolio to take advantage of the shift in the FOMC's rate posture during the second half of the year and the markets' reaction to such shift. The fixed rate securities with maturities longer than six months added a yield premium over shorter securities. We elected to sell a portion of the longer-term fixed rate securities at a gain during the third and fourth quarters when the market priced in significant future Fed rate cuts. We added longer-term securities when yields increased as rate cut expectations moderated. We ended the year with a WAM of 42 days.

Current Strategy and Outlook: The short-term market as represented by the trading of federal funds futures has been pricing in as much as four 0.25% rate cuts by the Fed in 2007. We are not in agreement with this outlook, and therefore have been cautious in extending our WAM too much. The market has mostly ignored inflation indicators and recent Fed rhetoric outlining their inflation concerns, and instead focused on slower growth. We anticipate that upcoming economic data will be mixed or potentially surprise to the upside as it relates to growth and or inflation leading to higher yields for longer-term money market securities. This will also allow the FOMC plenty of room to keep rates fixed at their current levels for a prolonged period. We expect more opportunities in the near-term to add additional days to our WAM at yields above what is currently priced into the market for short-term money market securities.

Investment Type Allocation as of December 31, 2006 (as a percent of net assets)
Corporate Bonds/Notes	50.2	%
Commercial Paper	38.4	%
Collateralized Mortgage Obligations	4.0	%
Repurchase Agreement	2.6	%
Certificates of Deposit	2.5	%
U.S. Government Agency Obligations	2.5	%
Other Assets and Liabilities, Net	(0.2	)%
Net Assets	100.0	%

Portfolio holdings are subject to change daily.

ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING VP Global Science and Technology Portfolio (the "Portfolio") seeks long-term capital appreciation. The Portfolio is managed by Thomas P. Callan, CFA, Managing Director and Senior Portfolio Manager, Erin Xie, PhD, Managing Director and Portfolio Manager and Jean M. Rosenbaum, Managing Director and Portfolio Manager of BlackRock Advisors, LLC* — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 7.26% compared to the Standard & Poor's 500® Composite Stock Price Index⁽¹⁾ ("S&P 500® Index") and the NYSE Arca Tech 100 Index^SM(2), which return ed 15.79% and 5.20%, respectively, for the same period.

Portfolio Specifics: U.S. equity markets generated strong gains during this period as demonstrated by the 15.79% return registered by the S&P 500® Index. The broad market rally was due mainly to stabilizing interest rates and solid global economic growth. The U.S. Federal Reserve Board ("Fed") chose to maintain the Fed funds target at 5.25% and end its streak of 17 consecutive 25 basis point increases on June 29, and has held rates steady since. This policy decision was further validated as moderating economic fundamentals and falling crude oil prices eased investor concern over potentially accelerating inflationary pressures.

Relative to the NYSE Arca Tech 100 Index^SM, strong stock selection in information technology and health care bolstered portfolio returns, while the negative selection effect in industrials hurt relative performance. Stock selection in the semiconductor and internet software & services industries was a significant positive contributor, outweighing the negative allocation effect from these two underperforming industries. Internet software & services stocks such as Akamai Technologies, Inc. and NHN Corp. were both significant contributors to the Portfolio's return during the period. In the communications equipment and electronic equipment & instruments industries, Cisco Systems, Inc. and HON HAI Precision Industries Co., Ltd. were the most notable positive contributors. Conversely , an underweight in Network Appliance, Inc. and Apple Computer, Inc. as well as the avoidance of strong-performing index holdings such as QLogic Corp. and BMC Software, Inc. hurt relative performance.

Strength in the health care segment of the Portfolio was the result of quality stock selection in the biotechnology industry as well as an underweight to health care equipment and supplies. In particular, a significant underweight to St. Jude Medical, Inc. throughout the period contributed positively to relative returns as the stock declined significantly throughout the first and second quarters of 2006. In contrast, the Portfolio's underweight in the life sciences tools & services industry dampened returns. This was primarily a result of the exclusion of Thermo Fisher Scientific, Inc. from our holdings.

Lastly, the negative stock selection effect in industrials dampened relative returns over the past year. The most significant negative impact was the result of a meaningful underweight to Lockheed Martin Corp. The Aerospace & Defense Company rose 47% during the period, while maintaining a sizable weight within the benchmark over the past 12 months.

Current Strategy and Outlook: With about 64% of the Portfolio invested in information technology at the end of December, we remain overweight in communications equipment names in order to capitalize on the demand for mobility and broadband access. Moreover, we look to increase our exposure to Taiwan based companies as favorable market conditions make them prime targets to be acquired by U.S. companies looking to increase their exposure in Asia. Sector positioning regarding healthcare is currently neutral to the benchmark due to the uncertainty created by the newly elected U.S. Democratic Congress. The Portfolio maintains an underweight in information technology due to pockets of weakness within the sector.

^* Effective September 30, 2006, BlackRock Advisors, LLC began serving as sub-adviser to the Portfolio. On September 29, 2006, BlackRock, Inc. consummated a transaction with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.'s investment management businesses combined with that of BlackRock, Inc. to create a new independent company and on September 29, 2006, BlackRock Advisors, Inc. reorganized into BlackRock Advisors, LLC. Prior to September 30, 2006, BlackRock Advisors, Inc. served as sub-adviser to the Portfolio.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
Cisco Systems, Inc.	2.6	%
Alexion Pharmaceuticals, Inc.	2.2	%
Google, Inc.	2.0	%
Apple Computer, Inc.	2.0	%
International Business Machines Corp.	1.8	%
Lockheed Martin Corp.	1.8	%
Akamai Technologies, Inc.	1.6	%
Microsoft Corp.	1.6	%
Network Appliance, Inc.	1.4	%
Adobe Systems, Inc.	1.4	%

* Excludes short-term investments related to securities lending collateral.

Portfolio holdings are subject to change daily.

ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Class I May 1, 2000			Since Inception of Class S November 1, 2001
Class I		7.26	%		0.22	%		(11.05	)%		—
Class S		6.79	%		0.13	%		—			2.22	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		1.30	%		7.69	%
NYSE Arca Tech 100 Index^SM(2)		5.20	%		5.34	%		(2.90	)%		8.01	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Global Science and Technology Portfolio against the indices indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

Portfolio holdings are subject to change daily.

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

⁽²⁾ The NYSE Arca Tech 100 Index^SM is a multi-industry technology index measuring the performance of companies using technology innovation across a broad spectrum of industries. It is comprised of 100 listed and over-the-counter stocks from 14 different subsectors including computer hardware, software, semiconductors, telecommunications, data storage and processing, electronics and biotechnology.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser. Formerly, ING Investment Management Co. served as the investment adviser. Prior to January 1, 2004, the Portfolio was sub-advised by a different sub-adviser.

ING VP INTERNATIONAL EQUITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP International Equity Portfolio (the "Portfolio") seeks long term capital growth primarily through investment in a diversified portfolio of common stocks principally traded in countries outside of the United States. The Portfolio will not target any given level of current income. The Portfolio is managed by Martin Jansen, Portfolio Manager and Carl Ghielen, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 23.48% compared to the Morgan Stanley Capital International-Europe, Australasia and Far East® Index⁽¹⁾ ("MSCI EAFE® Index"), which returned 26.86% for the same period.

Portfolio Specifics: International markets got off to an exceptional start during the first five months of the year. However, a market correction in May and June proved costly. Specifically, emerging markets suffered a sharp sell off in what the market perceived to be riskier assets. During the third quarter, markets seemed to recoup much of the losses amid an increase in merger and acquisition activity, a decline in oil prices, and improved consumer sentiment across Europe. The upward trend continued through the end of the year with improved consumer spending and industrial production.

During the period, the strategy realized gains from its regional positioning, in which we maintained a modest out-of-benchmark allocation to emerging markets. Positive contributions came from security in developed Asia ex-Japan, while this was offset by selection in Europe.

In contrast, security selection acted as the biggest drag. While selection in consumer staples and energy was particularly beneficial, on the whole, these positives where outweighted by selection in consumer discretionary and information technology, which significantly hurt the the Portfolio. Other notable detractors included selection in financials and industrials.

On a sector allocation basis, positive contributions stemmed from overweight positions in telecommunication services and utilities. By comparison, a modest underweight in materials acted as a drag.

China Life Insurance Co., Ltd. rose strongly after raising $3.62 billion from a stock sale. Petroleum-Geo Services, a Norwegian oil field service company, was bid up as a result of several new marine contracts. Veolia Environment, a world leader in environmental services, reported increased operating profits and revenue.

In contrast, Tandberg Television ASA, a Norwegian manufacturer of television broadcast systems, declined in price after it announced that sales and profits would be lower than estimated. Don Quijote Co., a Japanese operator of discount stores, also suffered from sluggish sales. European Aeronautic Defence & Space Co. NV, a French aeronautical manufacturer, was hurt by development delays.

Current Strategy and Outlook: We are currently overweight energy, health care, telecommunication services, and consumer staples largely at the expense of financials, materials and consumer discretionary. We maintain a modest emerging market exposure, financed by a modest underweight in Europe and Asia Pacific ex-Japan. The Portfolio is valued slightly cheaper than the benchmark, but its stocks, in aggregate, have generated a higher historic growth rate. Embedded in our selection is the expectation that a combination of defensive growth stocks and undervalued cyclical stocks should perform relatively well in an environment of interest rate uncertainty and steady but lower earnings growth.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
HSBC Holdings PLC	2.9	%
Royal Dutch Shell PLC - Class B	2.2	%
Roche Holding AG	2.1	%
GlaxoSmithKline PLC	2.1	%
UBS AG	1.9	%
Mitsubishi UFJ Financial Group, Inc.	1.9	%
Total SA	1.9	%
Barclays PLC	1.9	%
Unilever PLC	1.8	%
Alcatel SA	1.7	%

* Excludes short-term investments related to securities lending collateral.

Portfolio holdings are subject to change daily.

ING VP INTERNATIONAL EQUITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2006*
	1 Year			5 Year			Since Inception of Class I December 22, 1997			Since Inception of Class S November 1, 2001
Class I		23.48	%		10.36	%		6.96	%		—
Class S		23.24	%		10.07	%		—			10.99	%
MSCI EAFE^® Index⁽¹⁾		26.86	%		15.43	%		8.75	%⁽²⁾		15.84	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP International Equity Portfolio against the index indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

The performance update illustrates performance for a variable investment option available through a variable annuity contract. The performance shown indicates past performance and is not a projection or prediction of future results. Actual investment returns and principal value will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost. Please call (800) 992-0181 to get performance through the most recent month end.

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

Portfolio holdings are subject to change daily.

* ADV Class commenced operations on December 29, 2006, therefore, there is no performance information for the period ended December 31, 2006.

⁽¹⁾ The MSCI EAFE® Index is an unmanaged index that measures the performance of securities listed on exchanges in markets in Europe, Australasia and the Far East.

⁽²⁾ Since inception performance for the index is shown from January 1, 1998.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

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

The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2006 to December 31, 2006. The Portfolios' expenses are shown without the imposition of any charges which are, or may be, imposed under your annuity contract. Expenses would have been higher if such charges were included.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

ING VP Balanced Portfolio	Beginning Account Value July 1, 2006		Ending Account Value December 31, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended December 31, 2006*
Actual Portfolio Return
Class ADV^(a)	$	1,000.00	$	1,000.00		1.10	%	$	0.09
Class I		1,000.00		1,082.80		0.60			3.15
Class S		1,000.00		1,081.70		0.85			4.46
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.66		1.10	%	$	5.60
Class I		1,000.00		1,022.18		0.60			3.06
Class S		1,000.00		1,020.92		0.85			4.33

* Expenses are equal to each Portfolio's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half-year (except "Actual Portfolio Return" information for share class footnoted above).

^(a) Commencement of operations for Class ADV was December 29, 2006. Expenses paid reflect the three day period ended December 31, 2006 with 0.00% return.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING VP Growth and Income Portfolio	Beginning Account Value July 1, 2006		Ending Account Value December 31, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended December 31, 2006*
Actual Portfolio Return
Class ADV^(a)	$	1,000.00	$	997.70		1.09	%	$	0.36
Class I		1,000.00		1,116.00		0.59			3.15
Class S		1,000.00		1,113.40		0.84			4.47
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.71		1.09	%	$	5.55
Class I		1,000.00		1,022.23		0.59			3.01
Class S		1,000.00		1,020.97		0.84			4.28
ING VP Growth Portfolio
Actual Portfolio Return
Class ADV^(b)	$	1,000.00	$	1,000.00		1.19	%	$	0.10
Class I		1,000.00		1,066.10		0.69			3.59
Class S		1,000.00		1,064.50		0.94			4.89
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.21		1.19	%	$	6.06
Class I		1,000.00		1,021.73		0.69			3.52
Class S		1,000.00		1,020.47		0.94			4.79
ING VP Small Company Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,073.90		0.85	%	$	4.44
Class S		1,000.00		1,069.20		1.10			5.74
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.92		0.85	%	$	4.33
Class S		1,000.00		1,019.66		1.10			5.60
ING VP Value Opportunity Portfolio
Actual Portfolio Return
Class ADV^(b)	$	1,000.00	$	1,000.00		1.19	%	$	0.10
Class I		1,000.00		1,116.30		0.69			3.68
Class S		1,000.00		1,114.90		0.94			5.01
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.21		1.19	%	$	6.06
Class I		1,000.00		1,021.73		0.69			3.52
Class S		1,000.00		1,020.47		0.94			4.79

^(a) Commencement of operations for Class ADV was December 20, 2006. Expenses paid reflect the 12 day period ended December 31, 2006.

^(b) Commencement of operations for Class ADV of ING VP Growth Portfolio and ING VP Value Opportunity Portfolio was December 29, 2006. Expenses paid reflect the three-day period ended December 31, 2006 with 0.00% return.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING VP Intermediate Bond Portfolio	Beginning Account Value July 1, 2006		Ending Account Value December 31, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended December 31, 2006*
Actual Portfolio Return
Class ADV^(a)	$	1,000.00	$	997.00		0.99	%	$	0.32
Class I		1,000.00		1,045.80		0.49			2.53
Class S		1,000.00		1,044.60		0.74			3.81
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,020.21		0.99	%	$	5.04
Class I		1,000.00		1,022.74		0.49			2.50
Class S		1,000.00		1,021.48		0.74			3.77
ING VP Money Market Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,025.80		0.34	%	$	1.74
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,023.49		0.34	%	$	1.73
ING VP Global Science and Technology Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,080.20		1.08	%	$	5.66
Class S		1,000.00		1,078.00		1.33			6.97
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,019.76		1.08	%	$	5.50
Class S		1,000.00		1,018.50		1.33			6.77
ING VP International Equity Portfolio
Actual Portfolio Return
Class ADV^(b)	$	1,000.00	$	1,000.00		1.49	%	$	0.12
Class I		1,000.00		1,135.90		0.99			5.33
Class S		1,000.00		1,135.80		1.24			6.68
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,017.69		1.49	%	$	7.58
Class I		1,000.00		1,020.21		0.99			5.04
Class S		1,000.00		1,018.95		1.24			6.31

^(a) Commencement of operations for Class ADV was December 20, 2006. Expenses paid reflect the 12 day period ended December 31, 2006.

^(b) Commencement of operations for Class ADV was December 29, 2006. Expenses paid reflect the three day period ended December 31, 2006 with 0.00% return.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders, Board of Directors and Board of Trustees
ING Variable Funds, ING Variable Portfolios, Inc., ING VP Balanced Portfolio, Inc.,
ING VP Intermediate Bond Portfolio, and ING VP Money Market Portfolio

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of ING VP Growth and Income Portfolio, a series of ING Variable Funds, ING VP Growth Portfolio, ING VP Small Company Portfolio, ING VP Value Opportunity Portfolio, ING VP Global Science and Technology Portfolio, and ING VP International Equity Portfolio, each a series of ING Variable Portfolios, Inc., ING VP Balanced Portfolio, a series of ING VP Balanced Portfolio, Inc., ING VP Intermediate Bond Portfolio, a series of ING VP Intermediate Bond Portfolio, and ING VP Money Market Portfolio, a series of ING VP Money Market Portfolio, as of December 31, 2006, the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statemen ts and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights 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 of securities owned as of December 31, 2006, by correspondence with the custodian and brokers, or by other appropriate auditing procedures when replies from brokers were not received. 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 and financial highlights referred to above present fairly, in all material respects, the financial position of the aforementioned portfolios as of December 31, 2006, the results of their operations, the changes in their net assets, and the financial highlights for the periods specified in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
February 26, 2007

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING VP Balanced Portfolio		ING VP Growth and Income Portfolio			ING VP Growth Portfolio
ASSETS:
Investments in securities at value+*	$	1,158,165,990	$	2,961,778,763		$	184,527,868
Short-term investments at amortized cost		130,738,157		330,362,437			30,346,014
Short-term investments in affiliates at amortized cost		40,000,000		138,000,000			—
Cash		156,601		—			1,174
Cash collateral for futures		594,791		3,645,250			—
Receivables:
Investment securities sold		11,212,610		—			1,978,443
Fund shares sold		49,517		2,640			1,000
Dividends and interest		4,094,177		4,183,760			181,115
Variation margin		13,625		—			—
Unrealized appreciation on swap agreements		80,399		—			—
Prepaid expenses		35,571		85,070			5,328
Total assets	$	1,345,141,438	$	3,438,057,920		$	217,040,942
LIABILITIES:
Payable for investment securities purchased		25,937,208		4,121,290			187,205
Payable for fund shares redeemed		3,921,821		4,694,026			1,417,820
Payable for futures variation margin		45,723		310,500			—
Payable upon receipt of securities loaned		119,642,157		324,265,437			28,535,014
Upfront payments received on swap agreements		32,867		—			—
Unrealized depreciation on swap agreements		247,612		—			—
Payable to affiliates		571,042		1,461,992			105,494
Payable to custodian due to bank overdraft		—		13,098			—
Payable to custodian due to foreign currency overdraft**		15,215		—			—
Payable for trustee fees		13,939		43,890			2,403
Other accrued expenses and liabilities		101,775		264,801			23,656
Options written (premium received $178,500)		—		4,200			—
Total liabilities		150,529,359		335,179,234			30,271,592
NET ASSETS	$	1,194,612,079	$	3,102,878,686		$	186,769,350
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,057,912,277	$	4,794,356,001		$	347,989,497
Undistributed net investment income		30,641,694		161,526			362,892
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		33,382,736		(2,137,563,606	)		(175,349,045	)
Net unrealized appreciation on investments, foreign currency related transactions, futures, swaps, and written options		72,675,372		445,924,765			13,766,006
NET ASSETS	$	1,194,612,079	$	3,102,878,686		$	186,769,350
+ Including securities loaned at value	$	116,092,130	$	313,410,855		$	27,638,784
* Cost of investments in securities	$	1,085,035,643	$	2,516,186,591		$	170,761,862
** Cost of foreign currency overdraft	$	15,245	$	—		$	—
Class ADV:
Net assets	$	1,000	$	1,005		$	1,000
Shares authorized	$	500,000,000		unlimited		$	100,000,000
Par value	$	0.001	$	0.001		$	0.001
Shares outstanding		68		43			94
Net asset value and redemption price per share	$	14.65	$	23.38		$	10.65
Class I:
Net assets	$	1,183,927,604	$	3,098,119,852		$	186,494,865
Shares authorized		500,000,000		unlimited			100,000,000
Par value	$	0.001	$	1.00		$	0.001
Shares outstanding		80,833,167		132,507,754			17,509,690
Net asset value and redemption price per share	$	14.65	$	23.38		$	10.65
Class S:
Net assets	$	10,683,475	$	4,757,829		$	273,485
Shares authorized		500,000,000		unlimited			100,000,000
Par value	$	0.001	$	1.00		$	0.001
Shares outstanding		733,384		204,190			25,896
Net asset value and redemption price per share	$	14.57	$	23.30		$	10.56

See Accompanying Notes to Financial Statements
25

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING VP Small Company Portfolio		ING VP Value Opportunity Portfolio			ING VP Intermediate Bond Portfolio
ASSETS:
Investments in securities at value+*	$	503,214,075	$	199,602,327		$	2,720,557,085
Short-term investments at amortized cost		132,944,883		34,602,880			435,930,535
Short-term investments in affiliates at amortized cost		15,000,000		—			35,000,000
Cash		671		739			10,181,152
Cash collateral for futures		—		—			2,114,481
Receivables:
Investment securities sold		3,929,092		1,611,215			8,092,992
Fund shares sold		180,033		1,126			2,782,252
Dividends and interest		684,013		192,570			19,998,666
Variation margin		—		—			210,281
Unrealized appreciation on swap agreements		—		—			407,056
Prepaid expenses		13,905		5,568			72,245
Total assets	$	655,966,672	$	236,016,425		$	3,235,346,745
LIABILITIES:
Payable for investment securities purchased		6,560,894		—			292,697,530
Payable for fund shares redeemed		4,054,510		1,916,995			4,631,896
Payable for futures variation margin		—		—			338,599
Payable upon receipt of securities loaned		130,322,883		32,518,880			404,474,535
Upfront payments received on swap agreements		—		—			208,657
Unrealized depreciation on swap agreements		—		—			1,345,145
Payable to affiliates		358,592		120,140			1,092,144
Payable to custodian due to foreign currency overdraft**		—		—			149,219
Payable for trustee fees		10,926		6,348			43,429
Other accrued expenses and liabilities		51,422		48,009			139,639
Total liabilities		141,359,227		34,610,372			705,120,793
NET ASSETS	$	514,607,445	$	201,406,053		$	2,530,225,952
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	375,066,954	$	174,818,871		$	2,558,604,986
Undistributed net investment income		970,883		3,112,822			914,743
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, and swaps		76,286,117		(5,840,298	)		(22,633,737	)
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		62,283,491		29,314,658			(6,660,040	)
NET ASSETS	$	514,607,445	$	201,406,053		$	2,530,225,952
+ Including securities loaned at value	$	125,585,492	$	31,476,731		$	394,980,010
* Cost of investments in securities	$	440,930,584	$	170,287,669		$	2,725,871,599
** Cost of foreign currency overdraft	$	—	$	—		$	149,521
Class ADV:
Net assets		n/a	$	1,000		$	972
Shares authorized		n/a	$	100,000,000			unlimited
Par value		n/a	$	0.001		$	1.00
Shares outstanding		n/a		64			75
Net asset value and redemption price per share		n/a	$	15.72		$	12.96
Class I:
Net assets	$	512,445,694	$	173,014,208		$	1,909,375,838
Shares authorized	$	100,000,000	$	100,000,000			unlimited
Par value	$	0.001	$	0.001		$	1.00
Shares outstanding		23,617,231		10,919,924			147,277,268
Net asset value and redemption price per share	$	21.70	$	15.84		$	12.96
Class S:
Net assets	$	2,161,751	$	28,390,845		$	620,849,142
Shares authorized	$	100,000,000	$	100,000,000			unlimited
Par value	$	0.001	$	0.001		$	1.00
Shares outstanding		100,352		1,805,742			48,174,514
Net asset value and redemption price per share	$	21.54	$	15.72		$	12.89

See Accompanying Notes to Financial Statements
26

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING VP Money Market Portfolio			ING VP Global Science and Technology Portfolio			ING VP International Equity Portfolio
ASSETS:
Investments in securities at value+*	$	—		$	80,459,165		$	79,049,579
Short-term investments at amortized cost		1,358,123,691			20,519,212			3,228,095
Cash		55,018			642,467			660
Foreign currencies at value**		—			1,079,714			58
Receivables:
Fund shares sold		1,008,428			105,672			1,000
Dividends and interest		5,272,507			32,482			156,191
Unrealized appreciation on forward foreign currency contracts		—			722,146			—
Prepaid expenses		37,039			2,323			2,040
Total assets	$	1,364,496,683		$	103,563,181		$	82,437,623
LIABILITIES:
Payable for fund shares redeemed		8,135,890			5,404			110,459
Payable upon receipt of securities loaned		—			20,519,212			2,781,095
Unrealized depreciation on forward currency contracts		—			762,458			—
Payable to affiliates		352,263			71,522			60,545
Payable for trustee fees		33,983			2,703			2,636
Other accrued expenses and liabilities		124,464			28,075			33,751
Accrued foreign taxes on capital gains		—			23,584			—
Total liabilities		8,646,600			21,412,958			2,988,486
NET ASSETS	$	1,355,850,083		$	82,150,223		$	79,449,137
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,303,349,353		$	114,883,870		$	74,897,946
Undistributed net investment income		57,121,312			21,353			1,627,816
Accumulated net realized loss on investments and foreign currency related transactions		(4,620,582	)		(42,592,253	)		(10,820,603	)
Net unrealized appreciation on investments and foreign currency related transactions		—			9,837,253			13,743,978
NET ASSETS	$	1,355,850,083		$	82,150,223		$	79,449,137
+ Including securities loaned at value	$	—		$	19,800,685		$	2,634,993
* Cost of investments in securities	$	—		$	70,582,699		$	65,311,349
** Cost of foreign currencies	$	—		$	1,078,787		$	58
Class ADV:
Net assets		n/a			n/a		$	1,000
Shares authorized		n/a			n/a		$	100,000,000
Par value		n/a			n/a		$	0.001
Shares outstanding		n/a			n/a			82
Net asset value and redemption price per share		n/a			n/a		$	12.21
Class I:
Net assets	$	1,355,850,083		$	81,599,426		$	78,572,931
Shares authorized		unlimited		$	100,000,000		$	100,000,000
Par value	$	1.000		$	0.001		$	0.001
Shares outstanding		101,206,360			17,814,969			6,392,041
Net asset value and redemption price per share	$	13.40		$	4.58		$	12.29
Class S:
Net assets		n/a		$	550,797		$	875,206
Shares authorized		n/a		$	100,000,000		$	100,000,000
Par value		n/a		$	0.001		$	0.001
Shares outstanding		n/a			120,690			71,706
Net asset value and redemption price per share		n/a		$	4.56		$	12.21

See Accompanying Notes to Financial Statements
27

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006

	ING VP Balanced Portfolio			ING VP Growth and Income Portfolio			ING VP Growth Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	13,893,410		$	47,395,033		$	1,529,406
Interest⁽¹⁾		23,456,276			6,264,961			152,366
Securities lending income		257,478			324,263			7,164
Total investment income		37,607,164			53,984,257			1,688,936
EXPENSES:
Investment management fees		6,188,000			15,476,271			1,145,714
Distribution and service fees		20,914			8,520			706
Transfer agent fees		365			9,200			183
Administrative service fees		680,659			1,702,338			105,020
Shareholder reporting expense		117,637			81,045			5,868
Registration fees		1,285			8,155			491
Professional fees		97,588			206,604			15,235
Custody and accounting expense		161,568			317,520			27,840
Trustee fees		68,517			191,709			8,547
Miscellaneous expense		114,829			269,615			13,171
Interest expense		—			—			920
Interest expense on reverse repurchase agreements		29,415			—			—
Total expenses		7,480,777			18,270,977			1,323,695
Net waived and reimbursed fees		(3,167	)		(12,752	)		—
Net expenses		7,477,610			18,258,225			1,323,695
Net investment income		30,129,554			35,726,032			365,241
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, AND SWAPS:
Net realized gain (loss) on:
Investments		65,325,630			275,359,277			13,075,352
Foreign currency related transactions		(268,830	)		—			—
Futures, swaps, and written options		(82,991	)		9,310,614			—
Net realized gain on investments, foreign currency related transactions, futures, swaps, and written options		64,973,809			284,669,891			13,075,352
Net change in unrealized appreciation or depreciation on:
Investments		21,566,306			89,116,725			(9,629,888	)
Foreign currency related transactions		296			8,751			—
Futures, swaps, and written options		(931,557	)		654,107			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		20,635,045			89,779,583			(9,629,888	)
Net realized and unrealized gain on investments, foreign currency related transactions, futures, and swaps		85,608,854			374,449,474			3,445,464
Increase in net assets resulting from operations	$	115,738,408		$	410,175,506		$	3,810,705
* Foreign taxes withheld	$	1,150		$	358,627		$	2,724
⁽¹⁾ Affiliated income	$	223,590		$	890,365		$	—

See Accompanying Notes to Financial Statements
28

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006

	ING VP Small Company Portfolio			ING VP Value Opportunity Portfolio		ING VP Intermediate Bond Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	4,374,048		$	4,357,874	$	2,527,804
Interest⁽¹⁾		917,191			176,386		109,246,030
Securities lending income		150,459			69,568		970,896
Total investment income		5,441,698			4,603,828		112,744,730
EXPENSES:
Investment management fees		3,730,684			1,216,393		8,259,214
Distribution and service fees		70,503			71,881		1,336,025
Transfer agent fees		365			373		10,390
Administrative service fees		273,575			111,499		1,135,605
Shareholder reporting expense		53,865			7,749		70,438
Registration fees		1,720			634		38,715
Professional fees		48,290			9,527		206,052
Custody and accounting expense		60,755			25,400		225,400
Trustee fees		34,200			14,495		136,890
Miscellaneous expense		39,115			15,004		129,146
Interest expense		—			969		552
Total expenses		4,313,072			1,473,924		11,548,427
Net waived and reimbursed fees		(1,019	)		—		(6,604	)
Net expenses		4,312,053			1,473,924		11,541,823
Net investment income		1,129,645			3,129,904		101,202,907
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, AND SWAPS:
Net realized gain (loss) on:
Investments		76,296,063			17,917,306		(4,067,570	)
Foreign currency related transactions		(4,829	)		—		(1,267,463	)
Futures and swaps		—			—		(7,690,954	)
Net realized gain (loss) on investments, foreign currency related transactions, futures, and swaps		76,291,234			17,917,306		(13,025,987	)
Net change in unrealized appreciation or depreciation on:
Investments		(665,601	)		9,299,578		2,785,334
Foreign currency related transactions		—			—		5,984
Futures and swaps		—			—		(3,764,369	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		(665,601	)		9,299,578		(973,051	)
Net realized and unrealized gain (loss) on investments, foreign currency related transactions, futures, and swaps		75,625,633			27,216,884		(13,999,038	)
Increase in net assets resulting from operations	$	76,755,278		$	30,346,788	$	87,203,869
* Foreign taxes withheld	$	20,605		$	19,350	$	30,699
⁽¹⁾ Affiliated income	$	72,915		$	—	$	445,141

See Accompanying Notes to Financial Statements
29

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006

	ING VP Money Market Portfolio		ING VP Global Science and Technology Portfolio			ING VP International Equity Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	—	$	553,890		$	2,202,046
Interest		61,182,745		92,904			82,929
Securities lending income		1,086		39,486			51,279
Total investment income		61,183,831		686,280			2,336,254
EXPENSES:
Investment management fees		2,980,838		823,368			610,686
Distribution and service fees		—		1,057			1,748
Transfer agent fees		710		1,117			342
Administrative service fees		655,764		47,667			39,541
Shareholder reporting expense		41,326		4,335			365
Registration fees		803		217			130
Professional fees		68,092		12,592			10,311
Custody and accounting expense		125,115		29,671			36,332
Trustee fees		91,326		5,812			5,734
Miscellaneous expense		83,694		9,090			5,395
Interest expense		—		213			103
Total expenses		4,047,668		935,139			710,687
Net investment income (loss)		57,136,163		(248,859	)		1,625,567
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		75,645		11,324,306			8,895,508
Foreign currency related transactions		—		(121,828	)		5,165
Net realized gain on investments and foreign currency related transactions		75,645		11,202,478			8,900,673
Net change in unrealized appreciation or depreciation on:
Investments		—		(5,145,946	)		4,328,611
Foreign currency related transactions		—		(45,930	)		4,536
Net change in unrealized appreciation or depreciation on investments		—		(5,191,876	)		4,333,147
Net realized and unrealized gain on investments and foreign currency related transactions		75,645		6,010,602			13,233,820
Increase in net assets resulting from operations	$	57,211,808	$	5,761,743		$	14,859,387
* Foreign taxes withheld	$	—	$	40,538		$	137,903

See Accompanying Notes to Financial Statements
30

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Balanced Portfolio						ING VP Growth and Income Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income	$	30,129,554		$	28,286,963		$	35,726,032		$	33,375,077
Net realized gain on investments, investments in underlying affiliated funds, foreign currency related transactions, futures, swaps, and written options		64,973,809			64,223,820			284,669,891			286,834,181
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		20,635,045			(39,149,630	)		89,779,583			(73,755,824	)
Net increase in net assets resulting from operations		115,738,408			53,361,153			410,175,506			246,453,434
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		—			—			(12	)		—
Class I		(28,870,646	)		(30,561,067	)		(35,978,959	)		(32,953,759	)
Class S		(70,509	)		(64,964	)		(46,207	)		(22,610	)
Total distributions		(28,941,155	)		(30,626,031	)		(36,025,178	)		(32,976,369	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		68,843,823			13,329,999			26,744,895			3,779,349
Proceeds issued in merger		21,745,814			—			—			—
Dividends reinvested		28,941,155			30,626,031			35,997,107			32,951,640
		119,530,792			43,956,030			62,742,002			36,730,989
Cost of shares redeemed		(251,212,849	)		(188,164,420	)		(482,469,282	)		(634,951,531	)
Net decrease in net assets resulting from capital share transactions		(131,682,057	)		(144,208,390	)		(419,727,280	)		(598,220,542	)
Net decrease in net assets		(44,884,804	)		(121,473,268	)		(45,576,952	)		(384,743,477	)
NET ASSETS:
Beginning of year		1,239,496,883			1,360,970,151			3,148,455,638			3,533,199,115
End of year	$	1,194,612,079		$	1,239,496,883		$	3,102,878,686		$	3,148,455,638
Undistributed net investment income at end of year	$	30,641,694		$	28,943,335		$	161,526		$	393,853

See Accompanying Notes to Financial Statements
31

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Growth Portfolio						ING VP Small Company Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income	$	365,241		$	113,812		$	1,129,645		$	1,933,631
Net realized gain on investments, investments in underlying affiliated funds, and foreign currency related transactions		13,075,352			16,612,464			76,291,234			70,563,656
Net change in unrealized appreciation or depreciation on investments		(9,629,888	)		(2,095,958	)		(665,601	)		(35,161,610	)
Net increase in net assets resulting from operations		3,810,705			14,630,318			76,755,278			37,335,677
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(113,349	)		(1,254,943	)		(1,544,649	)		(629,139	)
Class S		—			(1,478	)		(154,077	)		(11,731	)
Net realized gains:
Class I		—			—			(58,647,564	)		(5,638,130	)
Class S		—			—			(12,123,157	)		(645,187	)
Total distributions		(113,349	)		(1,256,421	)		(72,469,447	)		(6,924,187	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		51,217,584			5,010,821			161,701,457			84,826,927
Dividends reinvested		113,349			1,256,421			72,469,447			6,924,187
		51,330,933			6,267,242			234,170,904			91,751,114
Cost of shares redeemed		(43,840,954	)		(37,695,610	)		(186,317,390	)		(192,925,770	)
Net increase (decrease) in net assets resulting from capital share transactions		7,489,979			(31,428,368	)		47,853,514			(101,174,656	)
Net increase (decrease) in net assets		11,187,335			(18,054,471	)		52,139,345			(70,763,166	)
NET ASSETS:
Beginning of year		175,582,015			193,636,486			462,468,100			533,231,266
End of year	$	186,769,350		$	175,582,015		$	514,607,445		$	462,468,100
Undistributed net investment income at end of year	$	362,892		$	111,000		$	970,883		$	1,808,051

See Accompanying Notes to Financial Statements
32

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Value Opportunity Portfolio						ING VP Intermediate Bond Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income	$	3,129,904		$	2,925,042		$	101,202,907		$	63,355,329
Net realized gain (loss) on investments, investments in underlying affiliated funds, foreign currency related transactions, futures, and swaps		17,917,306			16,880,743			(13,025,987	)		(5,401,705	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		9,299,578			(7,743,251	)		(973,051	)		(11,601,726	)
Net increase in net assets resulting from operations		30,346,788			12,062,534			87,203,869			46,351,898
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		—			—			(40	)		—
Class I		(2,514,028	)		(3,812,050	)		(75,863,165	)		(43,350,584	)
Class S		(411,247	)		(58,891	)		(23,433,812	)		(21,220,005	)
Net realized gains:
Class I		—			—			—			(5,820,859	)
Class S		—			—			—			(2,592,551	)
Total distributions		(2,925,275	)		(3,870,941	)		(99,297,017	)		(72,983,999	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		2,493,673			7,777,950			1,313,238,729			506,231,158
Proceeds issued in merger		—			35,824,021			2,862,609			—
Dividends reinvested		2,925,275			3,870,941			99,270,730			72,952,456
		5,418,948			47,472,912			1,415,372,068			579,183,614
Cost of shares redeemed		(40,387,407	)		(70,105,800	)		(638,397,059	)		(181,491,451	)
Net increase (decrease) in net assets resulting from capital share transactions		(34,968,459	)		(22,632,888	)		776,975,009			397,692,163
Net increase (decrease) in net assets		(7,546,946	)		(14,441,295	)		764,881,861			371,060,062
NET ASSETS:
Beginning of year		208,952,999			223,394,294			1,765,344,091			1,394,284,029
End of year	$	201,406,053		$	208,952,999		$	2,530,225,952		$	1,765,344,091
Undistributed net investment income at end of year	$	3,112,822		$	2,922,288		$	914,743		$	735,802

See Accompanying Notes to Financial Statements
33

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Money Market Portfolio						ING VP Global Science and Technology Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income (loss)	$	57,136,163		$	31,890,380		$	(248,859	)	$	(370,605	)
Net realized gain on investments and foreign currency related transactions		75,645			16,292			11,202,478			870,559
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		—			232,026			(5,191,876	)		7,222,993
Net increase in net assets resulting from operations		57,211,808			32,138,698			5,761,743			7,722,947
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		(31,895,864	)		(12,797,898	)		—			—
Total distributions		(31,895,864	)		(12,797,898	)		—			—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		428,969,203			229,751,452			13,780,858			14,070,092
Dividends reinvested		31,895,864			12,797,898			—			—
		460,865,067			242,549,350			13,780,858			14,070,092
Cost of shares redeemed		(203,348,846	)		(290,343,446	)		(21,993,235	)		(23,483,463	)
Net increase (decrease) in net assets resulting from capital share transactions		257,516,221			(47,794,096	)		(8,212,377	)		(9,413,371	)
Net increase (decrease) in net assets		282,832,165			(28,453,296	)		(2,450,634	)		(1,690,424	)
NET ASSETS:
Beginning of year		1,073,017,918			1,101,471,214			84,600,857			86,291,281
End of year	$	1,355,850,083		$	1,073,017,918		$	82,150,223		$	84,600,857
Undistributed net investment income (accumulated net investment loss) at end of year	$	57,121,312		$	31,881,013		$	21,353		$	—

See Accompanying Notes to Financial Statements
34

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP International Equity Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income	$	1,625,567		$	840,310
Net realized gain on investments and foreign currency related transactions		8,900,673			6,874,664
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		4,333,147			1,165,804
Net increase in net assets resulting from operations		14,859,387			8,880,778
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(1,095,926	)		(539,401	)
Class S		(7,085	)		(2,439	)
Total distributions		(1,103,011	)		(541,840	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		17,382,229			19,109,104
Dividends reinvested		1,103,011			541,840
		18,485,240			19,650,944
Cost of shares redeemed		(14,608,817	)		(18,943,392	)
Net increase in net assets resulting from capital share transactions		3,876,423			707,552
Net increase in net assets		17,632,799			9,046,490
NET ASSETS:
Beginning of year		61,816,338			52,769,848
End of year	$	79,449,137		$	61,816,338
Undistributed net investment income at end of year	$	1,627,816		$	1,100,095

See Accompanying Notes to Financial Statements
35

ING VP BALANCED PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class ADV			Class I
	December 29, 2006⁽¹⁾ to December 31,			Year Ended December 31,
	2006			2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	14.65			13.64			13.40			12.50		10.73		12.09
Income (loss) from investment operations:
Net investment income (loss)	$	(0.00	)**		0.34	*		0.29	*		0.29		0.25		0.25
Net realized and unrealized gain (loss) on investments	$	—			1.00			0.27			0.87		1.76		(1.49	)
Total from investment operations	$	(0.00	)**		1.34			0.56			1.16		2.01		(1.24	)
Less distributions from:
Net investment income	$	—			0.33			0.32			0.26		0.24		0.12
Total distributions	$	—			0.33			0.32			0.26		0.24		0.12
Net asset value, end of period	$	14.65			14.65			13.64			13.40		12.50		10.73
Total Return⁽²⁾	%	—			9.99			4.24			9.42		18.87		(10.31	)
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	0	***		1,184			1,236			1,358		1,375		1,223
Ratios to average net assets:
Net expenses after expense waiver⁽³⁾	%	1.10	⁽⁴⁾		0.60	⁽⁴⁾		0.60			0.59		0.60		0.60
Gross expenses prior to expense waiver⁽³⁾	%	1.10			0.60			0.60			0.59		0.60		0.60
Net investment income (loss) after expense waiver⁽³⁾	%	(1.10	)⁽⁴⁾		2.44	⁽⁴⁾		2.30			2.15		2.04		2.00
Portfolio turnover rate	%	236			236			308			272		333		345

	Class S
	Year Ended December 31,							May 29, 2003⁽¹⁾ to December 31,
	2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$	13.58			13.35		12.49		11.53
Income from investment operations:
Net investment income	$	0.32	*		0.27		0.22		0.34
Net realized and unrealized gain on investments	$	0.97			0.25		0.89		0.85
Total from investment operations	$	1.29			0.52		1.11		1.19
Less distributions from:
Net investment income	$	0.30			0.29		0.25		0.23
Total distributions	$	0.30			0.29		0.25		0.23
Net asset value, end of period	$	14.57			13.58		13.35		12.49
Total Return⁽²⁾	%	9.62			3.99		9.06		10.51
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	11			3		3		1
Ratios to average net assets:
Net expenses after expense waiver⁽³⁾	%	0.85	⁽⁴⁾		0.85		0.84		0.83
Gross expenses prior to expense waiver⁽³⁾	%	0.85			0.85		0.84		0.83
Net investment income after expense waiver⁽³⁾	%	2.29	⁽⁴⁾		2.06		1.98		3.06
Portfolio turnover rate	%	236			308		272		333

⁽¹⁾  Commencement of operations.
⁽²⁾  Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and does not reflect the effect of insurance contract charges. Total return for periods less than one year is not annualized.
⁽³⁾  Annualized for periods less than one year.
⁽⁴⁾  Impact of wa iving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.01% impact on the expense ratio.
*  Per share data calculated using average number of shares outstanding throughout the period.
**  Amount is more than $(0.005).
***  Amount is less than $500,000.

See Accompanying Notes to Financial Statements
36

ING VP GROWTH AND INCOME PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class ADV			Class I
	December 20, 2006⁽¹⁾ to December 31,			Year Ended December 31,
	2006			2006			2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	23.70			20.71			19.35		18.28		14.50		19.54
Income (loss) from investment operations:
Net investment income	$	0.01	**		0.25	**		0.23		0.28		0.16		0.16
Net realized and unrealized gain (loss) on investments	$	(0.06	)		2.69			1.35		1.24		3.62		(5.04	)
Total from investment operations	$	(0.05	)		2.94			1.58		1.52		3.78		(4.88	)
Less distributions from:
Net investment income	$	0.27			0.27			0.22		0.45		—		0.16
Total distributions	$	0.27			0.27			0.22		0.45		—		0.16
Net asset value, end of period	$	23.38			23.38			20.71		19.35		18.28		14.50
Total Return⁽²⁾	%	(0.23	)		14.20			8.13		8.39		26.07		(24.99	)
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	0	*		3,098			3,146		3,531		3,795		3,525
Ratios to average net assets:
Net expenses after expense waiver⁽³⁾	%	1.09	⁽⁴⁾		0.59	⁽⁴⁾		0.59		0.58		0.60		0.59
Gross expenses prior to expense waiver⁽³⁾	%	1.09			0.59			0.59		0.58		0.60		0.59
Net investment income after expense waiver⁽³⁾	%	1.08	⁽⁴⁾		1.15	⁽⁴⁾		1.03		1.41		0.95		0.83
Portfolio turnover rate	%	103			103			80		139		150		246

	Class S
	Year Ended December 31,							June 11, 2003⁽¹⁾ to December 31,
	2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$	20.69			19.34		18.26		16.32
Income from investment operations:
Net investment income	$	0.20	**		0.14		0.21		0.04
Net realized and unrealized gain on investments	$	2.64			1.41		1.26		1.90
Total from investment operations	$	2.84			1.55		1.47		1.94
Less distributions from:
Net investment income	$	0.23			0.20		0.39		—
Total distributions	$	0.23			0.20		0.39		—
Net asset value, end of period	$	23.30			20.69		19.34		18.26
Total Return⁽²⁾	%	13.72			7.98		8.10		11.89
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	5			2		2		2
Ratios to average net assets:
Net expenses after expense waiver⁽³⁾	%	0.84	⁽⁴⁾		0.84		0.83		0.84
Gross expenses prior to expense waiver⁽³⁾	%	0.84			0.84		0.83		0.84
Net investment income after expense waiver⁽³⁾	%	0.94	⁽⁴⁾		0.78		1.18		0.57
Portfolio turnover rate	%	103			80		139		150

⁽¹⁾ Commencement of operations.

⁽²⁾ Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and does not reflect the effect of insurance contract charges. Total return for periods less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.01% impact on the expense ratio.

* Amount is less than $500,000.

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

See Accompanying Notes to Financial Statements
37

ING VP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class ADV			Class I
	December 29, 2006⁽¹⁾ to December 31,			Year Ended December 31,
	2006			2006		2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	10.65			10.38		9.56			8.93		6.85		9.64
Income (loss) from investment operations:
Net investment income (loss)	$	(0.00	)*		0.02		0.02			0.06		0.01		(0.01	)
Net realized and unrealized gain (loss) on investments	$	—			0.26		0.87			0.58		2.07		(2.78	)
Total from investment operations	$	(0.00	)*		0.28		0.89			0.64		2.08		(2.79	)
Less distributions from:
Net investment income	$	—			0.01		0.07			0.01		—		—
Total distributions	$	—			0.01		0.07			0.01		—		—
Net asset value, end of period	$	10.65			10.65		10.38			9.56		8.93		6.85
Total Return⁽²⁾	%	—			2.65		9.38	†		7.19		30.36		(28.94	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			186,495		175,297			193,280		224,330		181,029
Ratios to average net assets:
Expenses⁽³⁾	%	1.19			0.69		0.69			0.69		0.71		0.72
Net investment income (loss)⁽³⁾	%	(1.19	)		0.19		0.08			0.61		0.13		(0.06	)
Portfolio turnover rate	%	188			188		119			123		162		241

	Class S
	Year Ended December 31,
	2006			2005			2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$	10.31			9.50			8.88		6.83			9.63
Income (loss) from investment operations:
Net investment income (loss)	$	(0.01	)		(0.00	)*		0.04		0.00	*		(0.01	)
Net realized and unrealized gain (loss) on investments	$	0.26			0.85			0.58		2.05			(2.79	)
Total from investment operations	$	0.25			0.85			0.62		2.05			(2.80	)
Less distributions from:
Net investment income	$	—			0.04			—		—			—
Total distributions	$	—			0.04			—		—			—
Net asset value, end of year	$	10.56			10.31			9.50		8.88			6.83
Total Return⁽²⁾	%	2.42			9.05	†		6.98		30.01			(29.08	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	273			285			356		292			53
Ratios to average net assets:
Expenses	%	0.94			0.94			0.94		0.96			0.97
Net investment income (loss)	%	(0.06	)		(0.17	)		0.44		(0.10	)		(0.31	)
Portfolio turnover rate	%	188			119			123		162			241

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Amount is less than $0.005 or more than $(0.005) per share or less than 0.005%.

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

See Accompanying Notes to Financial Statements
38

ING VP SMALL COMPANY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	21.65			19.94			17.48			12.75		16.68
Income (loss) from investment operations:
Net investment income	$	0.05			0.10			0.04			0.06		0.05
Net realized and unrealized gain (loss) on investments	$	3.46			1.92			2.47			4.71		(3.91	)
Total from investment operations	$	3.51			2.02			2.51			4.77		(3.86	)
Less distributions from:
Net investment income	$	0.09			0.03			0.05			0.04		0.07
Net realized gains on investments	$	3.37			0.28			—			—		—
Total distributions	$	3.46			0.31			0.05			0.04		0.07
Net asset value, end of year	$	21.70			21.65			19.94			17.48		12.75
Total Return⁽¹⁾	%	16.79			10.27	†		14.39			37.47		(23.23	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	512,446			393,700			461,014			464,228		288,890
Ratios to average net assets:
Net expenses after expense waiver	%	0.85	⁽²⁾		0.85			0.84			0.85		0.87
Gross expenses prior to expense waiver	%	0.85			0.85			0.84			0.85		0.87
Net investment income after expense waiver	%	0.26	⁽²⁾		0.43			0.21			0.47		0.39
Portfolio turnover rate	%	83			72			93			178		371
	Class S
	Year Ended December 31,
	2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	21.59			19.90			17.49			12.72		16.68
Income (loss) from investment operations:
Net investment income (loss)	$	(0.05	)*		0.06			0.03	*		0.01		(0.04	)
Net realized and unrealized gain (loss) on investments	$	3.41			1.92			2.43			4.79		(3.86	)
Total from investment operations	$	3.36			1.98			2.46			4.80		(3.90	)
Less distribution from:
Net investment income	$	0.04			0.01			0.05			0.03		0.06
Net realized gains on investments	$	3.37			0.28			—			—		—
Total distribution	$	3.41			0.29			0.05			0.03		0.06
Net asset value, end of year	$	21.54			21.59			19.90			17.49		12.72
Total Return⁽¹⁾	%	16.07			10.05	†		14.09			37.76		(23.45	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	2,162			68,768			72,225			840		184
Ratios to average net assets:
Net expenses after expense waiver	%	1.10	⁽²⁾		1.10			1.09			1.10		1.12
Gross expenses prior to expense waiver	%	1.10			1.10			1.09			1.10		1.12
Net investment income after expense waiver	%	(0.24	)⁽²⁾		0.26			0.19			0.22		0.14
Portfolio turnover rate	%	83			72			93			178		371

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

⁽²⁾Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.01% impact on the expense ratio.

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

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

See Accompanying Notes to Financial Statements
39

ING VP VALUE OPPORTUNITY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class ADV			Class I
	December 29, 2006⁽¹⁾ to December 31,			Year Ended December 31,
	2006			2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	15.72			13.84			13.19			12.08		9.77		13.25
Income (loss) from investment operations:
Net investment income (loss)	$	(0.00	)**		0.23	*		0.19	*		0.24		0.10		0.04
Net realized and unrealized gain (loss) on investments	$	—			1.98			0.71			0.98		2.29		(3.47	)
Total from investment operations	$	(0.00	)**		2.21			0.90			1.22		2.39		(3.43	)
Less distributions from:
Net investment income	$	—			0.21			0.25			0.11		0.08		0.05
Total distributions	$	—			0.21			0.25			0.11		0.08		0.05
Net asset value, end of period	$	15.72			15.84			13.84			13.19		12.08		9.77
Total Return⁽²⁾	%	—			16.10			6.95			10.15		24.59		(25.96	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			173,014			178,828			219,889		257,448		211,470
Ratios to average net assets:
Expenses⁽³⁾	%	1.19			0.69			0.70			0.69		0.70		0.72
Net investment income (loss)⁽³⁾	%	(1.19	)		1.58			1.47			1.61		0.91		0.51
Portfolio turnover rate	%	83			83			94			16		251		304

	Class S
	Year Ended December 31,
	2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	13.77			13.12			12.03		9.75		13.24
Income (loss) from investment operations:
Net investment income	$	0.19	*		0.16	*		0.13		0.04		0.01
Net realized and unrealized gain (loss) on investments	$	1.96			0.71			1.05		2.31		(3.46	)
Total from investment operations	$	2.15			0.87			1.18		2.35		(3.45	)
Less distributions from:
Net investment income	$	0.20			0.22			0.09		0.07		0.04
Total distributions	$	0.20			0.22			0.09		0.07		0.04
Net asset value, end of year	$	15.72			13.77			13.12		12.03		9.75
Total Return⁽²⁾	%	15.77			6.76			9.88		24.21		(26.12	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	28,391			30,125			3,505		2,277		1,092
Ratios to average net assets:
Expenses	%	0.94			0.95			0.94		0.95		0.97
Net investment income	%	1.32			1.18			1.36		0.64		0.26
Portfolio turnover rate	%	83			94			16		251		304

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

** Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
40

ING VP INTERMEDIATE BOND PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class ADV			Class I
	December 20, 2006⁽¹⁾ to December 31,			Year Ended December 31,
	2006			2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	13.53			12.97			13.14			14.15		13.53		12.95
Income (loss) from investment operations:
Net investment income	$	0.02			0.65	*		0.54			0.53		0.56		0.45
Net realized and unrealized gain (loss) on investments	$	(0.06	)		(0.12	)		(0.13	)		0.13		0.29		0.63
Total from investment operations	$	(0.04	)		0.53			0.41			0.66		0.85		1.08
Less distributions from:
Net investment income	$	0.53			0.54			0.51			1.11		0.11		0.43
Net realized gains on investments	$	—			—			0.07			0.56		0.12		0.07
Total distributions	$	0.53			0.54			0.58			1.67		0.23		0.50
Net asset value, end of period	$	12.96			12.96			12.97			13.14		14.15		13.53
Total Return⁽²⁾	%	(0.30	)		4.06			3.14			4.88		6.30		8.33
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	0	**		1,909			1,148			1,093		1,126		1,206
Ratios to average net assets:
Net expenses after expense waiver⁽³⁾	%	0.99	⁽⁴⁾		0.49	⁽⁴⁾		0.49			0.48		0.50		0.49
Gross expenses prior to expense waiver⁽³⁾	%	0.99			0.49			0.49			0.48		0.50		0.49
Net investment income after expense waiver⁽³⁾	%	6.82	⁽⁴⁾		4.97	⁽⁴⁾		4.14			3.79		3.77		3.50
Portfolio turnover rate	%	390			390			589			407		521		565

	Class S
	Year Ended December 31,										May 3, 2002⁽¹⁾ to December 31,
	2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	12.91			13.09			14.13		13.53		13.05
Income (loss) from investment operations:
Net investment income	$	0.61	*		0.41			0.40		0.49		0.16
Net realized and unrealized gain (loss) on investments	$	(0.12	)		(0.03	)		0.22		0.32		0.81
Total from investment operations	$	0.49			0.38			0.62		0.81		0.97
Less distributions from:
Net investment income	$	0.51			0.49			1.10		0.09		0.42
Net realized gains on investments	$	—			0.07			0.56		0.12		0.07
Total distributions	$	0.51			0.56			1.66		0.21		0.49
Net asset value, end of period	$	12.89			12.91			13.09		14.13		13.53
Total Return⁽²⁾	%	3.77			2.94			4.58		6.04		7.45
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	621			617			301		71		50
Ratios to average net assets:
Net expenses after expense waiver⁽³⁾	%	0.74	⁽⁴⁾		0.74			0.73		0.75		0.74
Gross expenses prior to expense waiver⁽³⁾	%	0.74			0.74			0.73		0.75		0.74
Net investment income after expense waiver⁽³⁾	%	4.69	⁽⁴⁾		3.94			3.52		3.52		3.25
Portfolio turnover rate	%	390			589			407		521		565

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.01% impact on the expense ratio.

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

** Amount is less than $500,000.

See Accompanying Notes to Financial Statements
41

ING VP MONEY MARKET PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	13.17			12.94			12.94			13.03		13.33
Income (loss) from investment operations:
Net investment income	$	0.63	*		0.39			0.15			0.08		0.21
Net realized and unrealized gain (loss) on investments	$	0.00	**		(0.01	)		(0.01	)		0.03		—
Total from investment operations	$	0.63			0.38			0.14			0.11		0.21
Less distributions from:
Net investment income	$	0.40			0.15			0.14			0.20		0.51
Total distributions	$	0.40			0.15			0.14			0.20		0.51
Net asset value, end of year	$	13.40			13.17			12.94			12.94		13.03
Total Return⁽¹⁾	%	4.88			2.98			1.06			0.92		1.66
Ratios and Supplemental Data:
Net assets, end of year (millions)	$	1,356			1,073			1,101			1,238		1,552
Ratios to average net assets:
Expenses	%	0.34			0.35			0.34			0.35		0.34
Net investment income	%	4.79			2.93			1.11			0.91		1.63

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

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

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
42

ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$	4.27			3.82			3.87			2.66			4.53
Income (loss) from investment operations:
Net investment loss	$	(0.01	)		(0.02	)		(0.03	)		(0.02	)		(0.03	)
Net realized and unrealized gain (loss) on investments	$	0.32			0.47			(0.02	)		1.23			(1.84	)
Total from investment operations	$	0.31			0.45			(0.05	)		1.21			(1.87	)
Net asset value, end of year	$	4.58			4.27			3.82			3.87			2.66
Total Return⁽¹⁾	%	7.26			11.78			(1.29	)		45.49			(41.28	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	81,599			84,523			86,291			97,742			45,559
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment⁽²⁾	%	1.08			1.06			1.05			1.11			1.11
Gross expenses prior to expense reimbursement/recoupment	%	1.08			1.06			1.05			1.10			1.12
Net investment loss after expense reimbursement/recoupment⁽²⁾	%	(0.29	)		(0.48	)		(0.67	)		(0.88	)		(0.89	)
Portfolio turnover rate	%	129			118			163			15			61

	Class S
	Year Ended December 31, 2006			July 20, 2005⁽³⁾ to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	4.27			3.90
Income (loss) from investment operations:
Net investment loss	$	(0.02	)		(0.01	)
Net realized and unrealized gain (loss) on investments	$	0.31			0.38
Total from investment operations	$	0.29			0.37
Net asset value, end of period	$	4.56			4.27
Total Return⁽¹⁾	%	6.79			9.49
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	551			78
Ratios to average net assets:
Net expenses after expense reimbursement⁽²⁾⁽⁴⁾	%	1.33			1.31
Gross expenses prior to expense reimbursement⁽⁴⁾	%	1.33			1.31
Net investment loss after expense reimbursement⁽²⁾⁽⁴⁾	%	(0.51	)		(0.73	)
Portfolio turnover rate	%	129			118

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

⁽²⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Commencement of operations.

⁽⁴⁾ Annualized for periods less than one year.

See Accompanying Notes to Financial Statements
43

ING VP INTERNATIONAL EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class ADV			Class I
	December 29, 2006⁽¹⁾ to December 31,			Year Ended December 31,
	2006			2006		2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	12.21			10.11		8.74		7.55		5.78		7.90
Income (loss) from investment operations:
Net investment income (loss)	$	(0.00	)*		0.24		0.14		0.07		0.06		0.03
Net realized and unrealized gain (loss) on investments	$	—			2.11		1.32		1.21		1.78		(2.13	)
Total from investment operations	$	(0.00	)*		2.35		1.46		1.28		1.84		(2.10	)
Less distributions from:
Net investment income	$	—			0.17		0.09		0.09		0.07		0.02
Total distributions	$	—			0.17		0.09		0.09		0.07		0.02
Net asset value, end of period	$	12.21			12.29		10.11		8.74		7.55		5.78
Total Return⁽²⁾	%	—			23.48		16.87		17.17		32.05		(26.68	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			78,573		61,464		52,505		40,537		28,917
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	1.49			0.99		1.14		1.15		1.15		1.15
Gross expenses prior to expense reimbursement/recoupment⁽⁴⁾	%	1.49			0.99		1.00		0.95		1.38		1.46
Net investment income (loss) after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	(1.49	)		2.27		1.51		1.00		1.04		0.40
Portfolio turnover rate	%	79			79		97		137		85		266

	Class S
	Year Ended December 31,
	2006			2005		2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$	10.05			8.70		7.53		5.78			7.90
Income (loss) from investment operations:
Net investment income (loss)	$	0.19	**		0.09		0.05		(0.01	)		0.01
Net realized and unrealized gain (loss) on investments	$	2.13			1.33		1.21		1.82			(2.13	)
Total from investment operations	$	2.32			1.42		1.26		1.81			(2.12	)
Less distributions from:
Net investment income	$	0.16			0.07		0.09		0.06			—
Total distributions	$	0.16			0.07		0.09		0.06			—
Net asset value, end of year	$	12.21			10.05		8.70		7.53			5.78
Total Return⁽²⁾	%	23.24			16.53		16.87		31.62			(26.84	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	875			353		265		197			8
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment⁽³⁾	%	1.24			1.39		1.40		1.40			1.40
Gross expenses prior to expense reimbursement/recoupment	%	1.24			1.25		1.20		1.63			1.71
Net investment income after expense reimbursement/recoupment⁽³⁾	%	1.70			1.16		0.68		0.79			0.15
Portfolio turnover rate	%	79			97		137		85			266

⁽¹⁾ Commencement of operations.

⁽³⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽⁴⁾ Annualized for periods less than one year.

* Amount is more than $(0.005).

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

See Accompanying Notes to Financial Statements
44

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006

NOTE 1 — ORGANIZATION

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

ING VP Balanced Portfolio, Inc. is a company incorporated under the laws of Maryland on December 14, 1988 with one portfolio, ING VP Balanced Portfolio ("Balanced"). ING Variable Funds is a business trust formed under the laws of Massachusetts on January 25, 1984 with one portfolio, ING VP Growth and Income Portfolio ("Growth and Income"). ING Variable Portfolios, Inc. is a company incorporated under the laws of Maryland on June 4, 1996 and has eight separate portfolios. The five portfolios that are in this report are: ING VP Growth Portfolio ("Growth"), ING VP Small Company Portfolio ("Small Company"), ING VP Value Opportunity Portfolio ("Value Opportunity"), ING VP Global Science and Technology Portfolio ("Global Science and Technology") and ING VP International Equity Portfolio ("International Equity"). ING VP Intermediate Bond Portfolio is a business trust formed under the laws of Massachusetts on January 25, 1984 with one portfolio, ING VP Intermediate Bond Portfolio ("Intermediate Bond"). ING VP Money Market Portfolio is a business trust under the laws of Massachusetts on January 25, 1984 with one portfolio, ING VP Money Market Portfolio ("Money Market"). Each of the portfolios is a "Portfolio" and collectively, they are the "Portfolios".

The following is a brief description of each Portfolio's investment objective:

• Balanced seeks to maximize investment return consistent with reasonable safety of principal, by investing in a diversified portfolio of one or more of the following asset classes: stocks, bonds, and cash equivalents;

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

• Growth seeks growth of capital through investment in a diversified portfolio consisting primarily of common stocks and securities convertible into common stock;

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

• Value Opportunity seeks growth of capital primarily through investment in a diversified portfolio of common stocks;

• Intermediate Bond seeks to maximize total return consistent with reasonable risk by investing in a diversified portfolio consisting primarily of debt securities;

• Money Market seeks to provide high current return, consistent with preservation of capital and liquidity, through investment in high-quality money market instruments;

• Global Science and Technology seeks long-term capital appreciation; and

• International Equity seeks long-term capital growth primarily through investment in a diversified portfolio of common stocks principally traded in countries outside of the United States.

Each Portfolio offers Class I and Class S shares. Each Portfolio except, Small Company, Money Market and Global Science and Technology offers Adviser ("ADV") Class shares. The three classes differ principally in applicable distribution and service fees. Shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Portfolios and earn income and realized gains/losses from the Portfolio pro rata based on the average daily net assets of each class, without discrimination between share classes. Differences in per share dividend rates generally result from differences in separate class expenses, including distribution, and shareholder servicing fees.

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

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

ING Investments, LLC ("ING Investments'' or the "Investment Adviser"), an Arizona limited liability company, serves as the investment adviser to the Portfolios. ING Investments has engaged ING Investment Management Co. ("ING IM''), a Connecticut corporation, to serve as the Sub-Adviser to each Portfolio, with the exception of Global Science and Technology. ING Funds Distributor, LLC ("Distributor") is the principal underwriter of the Portfolios. ING Investments, ING IM and the Distributor are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 1 — ORGANIZATION (continued)

is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individuals and institutional investors.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES`

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

A. Security Valuation. Investments in equity securities traded on a national securities exchange are valued at the last reported sale price. Securities reported by NASDAQ are valued at the NASDAQ official closing prices. Securities traded on an exchange or NASDAQ for which there has been no sale and securities traded in the over-the-counter-market are valued at the mean between the last reported bid and ask prices. All investments quoted in foreign currencies will be valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities are valued at prices obtained from independent services or from one or more dealers making markets in the securities and may be adjusted based on the Portfolios' valuation procedures. U.S. government obligations are valued by using market quotations or independent pricing services that use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics.

Securities and assets for which market quotations are not readily available (which may include certain restricted securities, which are subject to limitations as to their sale) are valued at their fair values as determined in good faith by or under the supervision of the Portfolios' Board of Directors/Trustees ("Board"), in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that a Portfolio calculates its net asset value ("NAV") may also be valued at their fair values as determined in good faith by or under the supervision of a Portfolio's Board, in accordance with methods that are specifically authorized by the Board. The value of a foreign security traded on an exchange outside the United States is generally based on its price on the principal foreign exchange where it trades as of the time the Portfolio determines its NAV or if the foreign exchange closes prior to the time the Portfolio determines its NAV, the most recent closing price of the foreign security on its principal exchange. Trading in certain non-U.S. securities may not take

place on all days on which the New York Stock Exchange ("NYSE") is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of the Portfolio's NAV may not take place contemporaneously with the determination of the prices of securities held by the Portfolio in foreign securities markets. Further, the value of the Portfolio's assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Portfolio. In calculating the Portfolio's NAV, foreign securities denominated in foreign currency are converted to U.S. dollar equivalents. If an event occurs after the time at which the market for foreign securities held by the Portfolio closes but before the time that a Portfolio's NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotat ion for such securities at the time a Portfolio determines its NAV. In such a case, the Portfolio will use the fair value of such securities as determined under a Portfolio's valuation procedures. Events after the close of trading on a foreign market that could require the Portfolio to fair value some or all of its foreign securities include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis in the determination of a security's fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time a Portfolio calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of sec urities, or that such markets will continue to behave in a fashion that is consistent with such models. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that a Portfolio could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, the Portfolio is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes a Portfolio to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time the

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

Portfolio determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in the Portfolio's NAV. Investments in securities maturing in 60 days or less at the date of valuation are valued at amortized cost, which, when combined with accrued interest, approximates market value.

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

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

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

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

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

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

D. Foreign Currency Transactions and Futures Contracts. Certain Portfolios may enter into foreign currency exchange transactions to convert to and from different foreign currencies and to and from the U.S. dollar in connection with the planned purchases or sales of securities. When entering into a currency forward contract, a Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. The Portfolios either enter into these transactions on a spot basis at the spot rate prevailing in the foreign currency exchange market or use forward foreign currency contracts to purchase or sell foreign currencies. When the contract is fulfilled or closed, gains or losses are realized. Until then, the gain or loss is included in unre alized appreciation or depreciation. Risks may arise upon entering into forward contracts from the potential inability of counterparties to meet the terms of their forward contracts and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar.

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

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

the contract at the time it was opened and the value at the time it was closed.

E. Distributions to Shareholders. The Portfolios record distributions to their shareholders on the ex-dividend date. Balanced, Growth, Small Company, Value Opportunity, Money Market and Global Science and Technology declare and pay dividends annually. Growth and Income and Intermediate Bond declare and pay dividends semi-annually. The Portfolios may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. The characteristics of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies.

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

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

H. Repurchase Agreements. Each Portfolio may invest in repurchase agreements only with government securities dealers recognized by the Board of Governors of the Federal Reserve System. Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects an agreed upon interest rate for the period of time the agreement is outstanding. The period of the repurchase agreements is usually short, from overnight to one week, while the underlying securities generally have longer maturities. Each Portfolio will receive as collateral securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, be ing invested by the Portfolio. The underlying collateral is valued daily on a mark-to-market basis

to assure that the value, including accrued interest is at least equal to the repurchase price. There would be potential loss to the Portfolio in the event the Portfolio is delayed or prevented from exercising its right to dispose of the collateral, and it might incur disposition costs in liquidating the collateral.

I. Securities Lending. Each Portfolio has the option to temporarily loan up to 30% of its total assets to brokers, dealers or other financial institutions in exchange for a negotiated lender's fee. The borrower is required to fully collateralize the loans with cash or U.S. government securities. Generally, in the event of counterparty default, a Portfolio has the right to use collateral to offset losses incurred. There would be potential loss to the Portfolio in the event the Portfolio is delayed or prevented from exercising its right to dispose of the collateral. A Portfolio bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investi ng in a Portfolio.

J. Illiquid and Restricted Securities. The Portfolios may not invest more than 15% (10% for Money Market) of their net assets in illiquid securities. Illiquid securities are not readily marketable. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Portfolios to sell them promptly at an acceptable price. The Portfolios may also invest in restricted securities, which include those sold under Rule 144A of the Securities Act of 1933 ("1933 Act") or securities offered pursuant to Section 4(2) of the 1933 Act, and/or are subject to legal or contractual restrictions on resale and may not be publicly sold without registration under the 1933 Act. Certain restricted securities may be considered liquid pur suant to guidelines approved by the Board or may be deemed to be illiquid because they may not be readily marketable. Illiquid and restricted securities are valued using market quotations when readily available. In the absence of market quotations, the securities are valued based upon their fair value determined under procedures approved by the Board.

K. Delayed Delivery Transactions. Each Portfolio may purchase or sell securities on a when-issued or forward commitment basis. The price of the underlying securities and date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market value of such is identified in the Portfolios' Portfolio of Investments. Losses may arise due to changes in the market value of the securities or from the inability of counterparties to meet the terms of the contract. In connection with such purchases,

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

the Portfolios are required to hold liquid assets as collateral with the Portfolios' custodian sufficient to cover the purchase price.

L. Mortgage Dollar Roll Transactions. Balanced, Growth and Income, Value Opportunity, Global Science and Technology, International Equity and Money Market Portfolios may engage in dollar roll transactions with respect to mortgage-backed securities issued by Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corp. In a dollar roll transaction, a Portfolio sells a mortgage-backed security to a financial institution, such as a bank or broker/dealer, and simultaneously agrees to repurchase a substantially similar (i.e., same type, coupon, and maturity) security from the institution on a delayed delivery basis at an agreed upon price. The mortgage-backed securities that are repurchased will bear the same interest rate as those s old, but generally will be collateralized by different pools of mortgages with different prepayment histories. The Portfolios account for dollar roll transactions as purchases and sales.

M. Options Contracts. Each Portfolio, with the exception of Money Market, may purchase put and call options and may write (sell) put options and covered call options. The Portfolios may engage in option transactions as a hedge against adverse movements in the value of portfolio holdings or to increase market exposure. Option contracts are valued daily and unrealized gains or losses are recorded based upon the last sales price on the principal exchange on which the options are traded. The Portfolios will realize a gain or loss upon the expiration or closing of the option contract. When an option is exercised, the proceeds on sales of the underlying security for a written call option, the purchase cost of the security for a written put option, or the cost of the security for a purchas ed put or call option is adjusted by the amount of premium received or paid. Realized and unrealized gains or losses on option contracts are reflected in the accompanying financial statements. The risk in writing a call option is that the Portfolios give up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Portfolios may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Portfolios pay a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties to meet the terms of the contract.

N. Swap Contracts. Each Portfolio, with the exception of Money Market, may enter into interest rate swaps, currency swaps and other types of swap agreements, including swaps on securities and indices. A swap is an agreement between two parties pursuant to which each party agrees to make one or more payments to the other on regularly scheduled dates over a stated term, based on different interest rates, currency exchange rates, security prices, the prices or rates of other types of financial instruments or assets or the levels of specified indices. During the term of the swap, changes in the value of the swap are recognized as unrealized appreciation or depreciation.

O. Reverse Repurchase Agreements. A reverse repurchase agreement involves the sale of a security, with an agreement to repurchase the same or substantially similar securities at an agreed upon price and date. Whether such a transaction produces a gain for a Portfolio depends upon the costs of the agreements and the income and gains of the securities purchased with the proceeds received from the sale of the security. If the income and gains on the securities purchased fail to exceed the costs, net asset value will decline faster than otherwise would be the case. Reverse repurchase agreements, as a leveraging technique, may increase a Portfolio's yield; however, such transactions also increase a Portfolio's risk to capital and may result in a shareholder's loss of principal.

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

NOTE 3 — INVESTMENT TRANSACTIONS

For the year ended December 31, 2006, the cost of purchases and the proceeds from the sales of securities, excluding short-term securities, were as follows:

	Purchases		Sales
Balanced	$	1,748,600,425	$	1,787,490,239
Growth and Income		3,084,548,431		3,561,439,166
Growth		362,247,623		354,774,986
Small Company		400,606,509		422,361,671
Value Opportunity		165,033,104		200,196,422
Intermediate Bond		2,054,455,948		1,275,214,526
Global Science and Technology		107,745,289		113,254,527
International Equity		60,525,412		55,709,540

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

	Purchases		Sales
Balanced	$	1,031,743,719	$	1,140,091,275
Intermediate Bond		7,381,365,616		7,289,120,484

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES

The Portfolios entered into Investment Management Agreements with the Investment Manager. The Investment Management Agreements compensate the Investment Manager with a fee, computed daily and payable monthly, based on the average daily net assets of each Portfolio, at the following annual rates:

Balanced				0.500%
Growth and Income				0.500% on first $10 billion; 0.450% on next $5 billion; and 0.425% over $15 billion
Growth				0.600%
Small Company				0.750%
Value Opportunity				0.600%
Intermediate Bond				0.400%
Money Market				0.250%
Global Science and Technology				0.950%
International Equity				0.850%

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

BlackRock Advisors, Inc., ("BlackRock"), a Delaware Corporation, serves as Sub-Adviser to Global Science and Technology pursuant to a Sub-Advisory Agreement effective April 1, 2004 between the Investment Adviser and BlackRock.

Effective November 1, 2006, all ING Portfolios sub-advised by ING IM are permitted to invest end-of-day cash balances into affiliated ING Money Market Funds, including ING Institutional Prime Money Market Fund. Investment management fees paid by the Portfolios will be reduced by an amount equal to the management fees paid indirectly to the ING Institutional Prime Money Market Fund with respect to assets invested by the Portfolios. As of December 31, 2006, Balanced, Growth and Income, Small Company and Intermediate Bond have waived $3,167, $12,752, $1,019 and $6,604, respectively. These fees are not subject to recoupment.

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

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

NOTE 5 — DISTRIBUTION AND SERVICE FEES

Each ADV Class shares of the respective Portfolios are subject to a Shareholder Service and Distribution Plan (the "Plan"). Under the Plan, the Distributor is paid an annual shareholder service fee at the rate of 0.25% and an annual distribution fee at the rate of 0.25% of the average daily net assets attributable to its ADV Class shares.

Class S shares of the Portfolios have adopted Distribution Plans pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans"), whereby the Distributor is compensated by the Portfolios for expenses incurred in the distribution of each Portfolio's shares ("Distribution Fees"). Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month compensate for expenses incurred in the distribution and promotion of each Portfolio's shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution related expenses, including any distribution or shareholder servicing fees ("Service Fees") paid to securities dealers who have executed a distribution agreement with the Distributor. Under the 12b-1 Plans, Class S shares of the Portfolios pay the Distributor a fee calculated at an annual rate of 0.25% of average daily ne t assets.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES

At December 31, 2006, the Portfolios had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 4 and 5):

	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Total
Balanced	$	512,181	$	56,582	$	2,279	$	571,042
Growth and Income		1,315,277		145,712		1,003		1,461,992
Growth		96,578		8,853		63		105,494
Small Company		333,631		24,518		443		358,592
Value Opportunity		104,517		9,580		6,043		120,140
Intermediate Bond		847,366		116,959		127,819		1,092,144
Money Market		288,742		63,521		—		352,263
Global Science and Technology		67,496		3,908		118		71,522
International Equity		56,694		3,668		183		60,545

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

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

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

At December 31, 2006, the following indirect, wholly owned subsidiaries of ING Groep owned more than 5% of the following Portfolios:

ING Life Insurance and Annuity Company — Balanced (92.31%); Growth and Income (95.99%); Growth (77.38%); Small Company (76.70%); Value Opportunity (83.02%); Intermediate Bond (42.57%); Money Market (97.91%); Global Science and Technology (97.08%); International Equity (98.87%).

ING USA Annuity and Life Insurance Company — Value Opportunity (13.40%); Intermediate Bond (24.41%).

ING Lifestyle Aggressive Growth Portfolio — Small Company (6.60%).

ING Lifestyle Growth Portfolio — Small Company (15.85%); Intermediate Bond (6.56%).

ING Lifestyle Moderate Growth Portfolio — Intermediate Bond (11.20%).

ING Lifestyle Moderate Portfolio — Intermediate Bond (5.90%).

ING National Trust — Growth (22.47%).

NOTE 7 — EXPENSE LIMITATIONS

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

	Class ADV			Class I			Class S
Growth		1.30	%		0.80	%		1.05	%
Small Company		N/A			0.95	%		1.20	%
Value Opportunity		1.30	%		0.80	%		1.05	%
Global Science and Technology		N/A			1.15	%		1.40	%
International Equity		1.65	%		1.15	%		1.40	%

The Investment Adviser may at a later date recoup from a Portfolio management fees waived and other expenses assured by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Portfolio's expense ratio does not exceed the percentage described above. Waived and reimbursed fees net of any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Statements of Operations. Amounts payable by the Investment Manager are reflected on the accompanying Statements of Assets and Liabilities for each Portfolio.

As of December 31, 2006, the Portfolios have no reimbursed fees that are subject to possible recoupment by the Investment Adviser.

The Expense Limitation Agreements are contractual and shall renew automatically for one-year terms unless ING Investments provides written notice of the

termination of an Expense Limitation Agreement within 90 days of the end of the then current term.

NOTE 8 — BORROWINGS

The Portfolios, in addition to certain other funds managed by the Investment Adviser, have entered into an unsecured committed revolving line of credit agreement (the "Credit Agreement ") with a syndicate of banks led by Citibank, N.A. for an aggregate amount of $100,000,000. The proceeds may be used only to: (1) temporarily finance the purchase and sale of securities; (2) finance the redemption of shares of an investor in the portfolios; and (3) enable the portfolios to meet other emergency expenses as defined in the Credit Agreement. The portfolios to which the line of credit is available pay a commitment fee equal to 0.09% per annum on the daily unused portion of the committed line amount. Each of the Portfolios will pay its pro rata share of both the agent and commitment fee. Generally, borrowings under the Credit Agreement accrue interest at the federal funds rate plus a specified margin. Repayments generally must be made within 30 days after the date of a revolving credit advance. The following Portfolios utilized the line of credit during the year ended December 31, 2006:

Portfolio	Days Utilized		Approximate Average Daily Balance		Approximate Weighted Average Interest Rate
Growth		6	$	980,000		5.71	%
Value Opportunity		4		1,870,000		4.73
Intermediate Bond		1		4,020,000		5.01
Global Science and Technology		2		775,000		5.01
International Equity		1		660,000		5.72

During the year ended December 31, 2006, Balanced entered into reverse repurchase agreements that had an average daily balance outstanding of $7,400,000 with an average interest rate of 5.300% and paid interest of $29,415. There were no outstanding reverse repurchase agreements as of December 31, 2006.

NOTE 9 — OPTIONS WRITTEN

Transactions in written options for Growth & Income for the year ended December 31, 2006 were as follows:

	# of Contracts			Premium
Balance at 12/31/05		—		$	—
Options Written		360,000			448,000
Options Terminated in Closing Purchase Transactions		(70,000	)		(79,800	)
Options Expirations		(140,000	)		(189,700	)
Options Exercised		—			—
Balance at 12/31/06		150,000		$	178,500

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Class ADV		Class I						Class S
	December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Balanced (Number of Shares)
Shares sold		68		4,878,404			936,888			102,380			59,464
Shares issued from merger		—		974,709			—			599,724			—
Dividends reinvested		—		2,095,112			2,304,743			5,132			4,914
Shares redeemed		—		(17,759,754	)		(13,966,864	)		(207,251	)		(64,454	)
Net increase (decrease) in shares outstanding		68		(9,811,529	)		(10,725,233	)		499,985			(76	)
Balanced ($)
Shares sold	$	1,000	$	67,433,818		$	12,534,653		$	1,409,005		$	795,346
Shares issued from merger		—		13,476,644			—			8,269,170			—
Dividends reinvested		—		28,870,646			30,561,067			70,509			64,964
Shares redeemed		—		(248,353,965	)		(187,304,754	)		(2,858,884	)		(859,666	)
Net increase (decrease)	$	1,000	$	(138,572,857	)	$	(144,209,034	)	$	6,889,800		$	644
	Class ADV		Class I						Class S
	December 20, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Growth and Income (Number of Shares)
Shares sold		43		1,044,630			138,694			112,415			50,301
Dividends reinvested		—		1,528,513			1,566,557			1,970			1,077
Shares redeemed		—		(21,948,383	)		(32,345,085	)		(27,677	)		(25,742	)
Net increase (decrease) in shares outstanding		43		(19,375,240	)		(30,639,834	)		86,708			25,636
Growth and Income ($)
Shares sold	$	1,000	$	24,293,092		$	2,773,031		$	2,450,803		$	1,006,318
Dividends reinvested		—		35,950,900			32,929,030			46,207			22,610
Shares redeemed		—		(481,867,035	)		(634,438,393	)		(602,247	)		(513,138	)
Net increase (decrease)	$	1,000	$	(421,623,043	)	$	(598,736,332	)	$	1,894,763		$	515,790
	Class ADV		Class I						Class S
	December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Growth (Number of Shares)
Shares sold		94		4,813,793			489,244			5,711			3,047
Dividends reinvested		—		10,584			133,505			—			158
Shares redeemed		—		(4,206,698	)		(3,948,289	)		(7,478	)		(13,059	)
Net increase (decrease) in shares outstanding		94		617,679			(3,325,540	)		(1,767	)		(9,854	)
Growth ($)
Shares sold	$	1,000	$	51,157,509		$	4,980,563		$	59,075		$	30,259
Dividends reinvested		—		113,349			1,254,943			—			1,478
Shares redeemed		—		(43,763,130	)		(37,571,404	)		(77,824	)		(124,206	)
Net increase (decrease)	$	1,000	$	7,507,728		$	(31,335,898	)	$	(18,749	)	$	(92,469	)

⁽¹⁾ Commencement of operations.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Small Company (Number of Shares)
Shares sold		6,746,441			556,621			822,424			3,729,805
Dividends reinvested		2,874,293			313,991			587,427			32,961
Shares redeemed		(4,186,153	)		(5,812,740	)		(4,494,836	)		(4,206,439	)
Net increase (decrease) in shares outstanding		5,434,581			(4,942,128	)		(3,084,985	)		(443,673	)
Small Company ($)
Shares sold	$	143,089,598		$	11,336,135		$	18,611,859		$	73,490,792
Dividends reinvested		60,192,208			6,267,269			12,277,239			656,918
Shares redeemed		(90,027,948	)		(116,180,823	)		(96,289,442	)		(76,744,947	)
Net increase (decrease)	$	113,253,858		$	(98,577,419	)	$	(65,400,344	)	$	(2,597,237	)

	Class ADV		Class I						Class S
	December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Value Opportunity (Number of Shares)
Shares sold		64		163,605			553,896			10,706			37,795
Shares issued from merger		—		—			622,495			—			1,963,304
Dividends reinvested		—		176,547			296,197			29,063			4,597
Shares redeemed		—		(2,338,568	)		(5,223,923	)		(421,907	)		(84,894	)
Net increase (decrease) in shares outstanding		64		(1,998,416	)		(3,751,335	)		(382,138	)		1,920,802
Value Opportunity ($)
Shares sold	$	1,000	$	2,340,296		$	7,477,383		$	152,377		$	300,567
Shares issued from merger		—		—			8,659,509			—			27,164,512
Dividends reinvested		—		2,514,028			3,812,050			411,247			58,891
Shares redeemed		—		(34,295,707	)		(68,980,076	)		(6,091,700	)		(1,125,724	)
Net increase (decrease)	$	1,000	$	(29,441,383	)	$	(49,031,134	)	$	(5,528,076	)	$	26,398,246
	Class ADV		Class I						Class S
	December 20, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Intermediate Bond (Number of Shares)
Shares sold		75		68,647,762			10,413,516			31,962,510			27,761,044
Shares issued from merger		—		222,036			—			—			—
Dividends reinvested		—		5,842,808			3,789,704			1,815,268			1,847,547
Shares redeemed		—		(15,931,235	)		(8,854,326	)		(33,432,290	)		(4,792,299	)
Net increase in shares outstanding		75		58,781,371			5,348,894			345,488			24,816,292
Intermediate Bond ($)
Shares sold	$	1,000	$	896,296,588		$	138,846,419		$	416,941,141		$	367,384,739
Shares issued from merger		—		2,862,609			—			—			—
Dividends reinvested		—		75,836,918			49,139,900			23,433,812			23,812,556
Shares redeemed		—		(209,279,344	)		(117,871,564	)		(429,117,715	)		(63,619,887	)
Net increase	$	1,000	$	765,716,771		$	70,114,755		$	11,257,238		$	327,577,408

⁽¹⁾ Commencement of operations.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I
	Year Ended December 31, 2006			Year Ended December 31, 2005
Money Market (Number of Shares)
Shares sold		32,751,915			17,729,883
Dividends reinvested		2,488,618			999,103
Shares redeemed		(15,506,729	)		(22,391,210	)
Net increase (decrease) in shares outstanding		19,733,804			(3,662,224	)
Money Market ($)
Shares sold	$	428,969,203		$	229,751,452
Dividends reinvested		31,895,864			12,797,898
Shares redeemed		(203,348,846	)		(290,343,446	)
Net increase (decrease)	$	257,516,221		$	(47,794,096	)
	Class I						Class S
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			July 20, 2005⁽¹⁾ to December 31, 2005
Global Science and Technology (Number of Shares)
Shares sold		2,971,865			3,651,130			127,341			19,401
Shares redeemed		(4,955,941	)		(6,412,052	)		(25,008	)		(1,044	)
Net increase (decrease) in shares outstanding		(1,984,076	)		(2,760,922	)		102,333			18,357
Global Science and Technology ($)
Shares sold	$	13,210,390		$	13,994,023		$	570,468		$	76,069
Shares redeemed		(21,885,263	)		(23,479,231	)		(107,972	)		(4,232	)
Net increase (decrease)	$	(8,674,873	)	$	(9,485,208	)	$	462,496		$	71,837

	Class ADV		Class I						Class S
	December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
International Equity (Number of Shares)
Shares sold		82		1,515,345			2,069,109			54,667			57,552
Dividends reinvested		—		100,359			63,014			652			286
Shares redeemed		—		(1,305,211	)		(2,060,158	)		(18,699	)		(53,252	)
Net increase in shares outstanding		82		310,493			71,965			36,620			4,586
International Equity ($)
Shares sold	$	1,000	$	16,604,593		$	18,609,378		$	776,636		$	499,726
Dividends reinvested		—		1,095,926			539,401			7,085			2,439
Shares redeemed		—		(14,409,328	)		(18,481,796	)		(199,489	)		(461,596	)
Net increase	$	1,000	$	3,291,191		$	666,983		$	584,232		$	40,569

⁽¹⁾ Commencement of operations.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 11 — ILLIQUID SECURITIES

Pursuant to guidelines adopted by the Portfolios' Board, the following securities have been deemed to be illiquid. Each Portfolio may invest up to 15% (10% for Money Market) of its net assets, in illiquid securities. Fair value for these securities was determined by ING Funds Valuation Committee appointed by the Portfolios' Board.

Portfolio	Security	Principal Amount		Initial Acquision Date	Cost		Value		Percent of Net Assets
Balanced	Abu Dhabi National Energy Co., 6.500%, due 10/27/36	$	623,000	10/26/06	$	652,179	$	644,728		0.1	%
	Alpine III, 5.925%, due 08/16/14		218,000	08/04/04		218,091		218,621		0.0	%
	Alpine III, 6.325%, due 08/16/14		218,000	08/04/04		218,091		218,757		0.0	%
	Alpine III, 8.125%, due 08/16/14		328,000	08/04/04		331,268		330,109		0.0	%
	Alpine III, 11.375%, due 08/16/14		560,000	08/17/04		561,011		574,697		0.0	%
	Cameron Highway Oil Pipelines, 5.860%, due 12/15/17		2,075,000	12/05/05		2,075,000		2,028,962		0.2	%
	FNMA, 7.125%, due 07/01/27		4,247	04/30/06		4,292		4,319		0.0	%
	FNMA, 7.180%, due 07/01/27		28,066	04/30/06		28,405		28,715		0.0	%
					$	4,088,337	$	4,048,908		0.3	%
Intermediate Bond	Abu Dhabi National Energy Co., 6.500%, due 10/27/36	$	4,151,000	10/26/06	$	4,348,004	$	4,295,774		0.2	%
	Alpine III, 5.925%, due 08/16/14		1,006,000	08/04/04		1,006,400		1,008,867		0.0	%
	Alpine III, 6.325%, due 08/16/14		1,006,000	08/04/04		1,006,400		1,009,492		0.0	%
	Alpine III, 8.125%, due 08/16/14		1,507,000	08/04/04		1,524,232		1,516,689		0.1	%
	Alpine III, 11.375%, due 08/16/14		2,576,000	08/17/04		2,609,207		2,643,605		0.1	%
	Cameron Highway Oil Pipelines, 5.860%, due 12/15/17		7,988,000	12/05/05		7,988,000		7,810,770		0.3	%
	FNMA, 7.125%, due 07/01/27		849	04/30/06		860		864		0.0	%
	FNMA, 7.180%, due 07/01/27		10,551	04/30/06		10,704		10,795		0.0	%
					$	18,493,807	$	18,296,856		0.7	%
Money Market	Goldman Sachs Group LP, 5.390%, due 02/14/07	$	11,000,000	02/13/06	$	11,000,000	$	11,000,000		0.8	%
	Goldman Sachs Group LP, 5.390%, due 05/11/07		10,500,000	04/11/06		10,500,000		10,500,000		0.8	%
	Money Market Trust Series A, 5.425%, due 11/09/07		31,400,000	07/30/04		31,400,000		31,400,000		2.3	%
	Newcastle CDO Ltd., 5.380%, due 10/24/07		13,900,000	10/23/03		13,900,000		13,900,000		1.0	%
	Newcastle CDO III Ltd., 5.380%, due 9/24/07		13,900,000	09/22/05		13,900,000		13,900,000		1.0	%
					$	80,700,000	$	80,700,000		5.9	%

NOTE 12 — SECURITIES LENDING

potential loss to the Portfolios in the event the Portfolios are delayed or prevented from exercising their right to dispose of the collateral. The Portfolios bear the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Portfolio. At December 31, 2006, the Portfolios had securities on loan with the following market values:

	Value of Securities Loaned		Value of Collateral
Balanced	$	116,092,130	$	119,642,157
Growth and Income		313,410,855		324,265,437
Growth		27,638,784		28,535,014
Small Company		125,585,492		130,322,883
Value Opportunity		31,476,731		32,518,880
Intermediate Bond		394,980,010		404,474,535
Global Science and Technology		19,800,685		20,519,212
International Equity		2,634,993		2,781,095

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 13 — CONCENTRATION OF INVESTMENT RISKS

Concentration (Global Science and Technology). The Portfolio concentrates (for purposes of the 1940 Act) its assets in securities related to a particular industry, which means that at least 25% of its assets will be invested in that particular industry at all times. As a result, the Portfolio may be subject to greater market fluctuation than a portfolio which has securities representing a broader range of investment alternatives.

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

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

NOTE 14 — FEDERAL INCOME TAXES AND OTHER TAX MATTERS

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

The following permanent tax differences have been reclassified as of December 31, 2006:

	Paid-in Capital			Undistributed Net Investment Income			Accumulated Net Realized Gains/ (Losses)
Balanced	$	(1,408,393	)	$	509,960		$	898,433
Growth and Income		(66,819	)		66,819			—
Small Company		—			(268,087	)		268,087
Value Opportunity		—			(14,095	)		14,095
Intermediate Bond		(277,825	)		(1,726,949	)		2,004,774
Global Science and Technology		(391,027	)		270,212			120,185
International Equity		—			5,165			(5,165	)

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

	Year Ended December 31, 2006				Year Ended December 31, 2005
	Ordinary Income		Long-Term Capital Gains		Ordinary Income		Long-Term Capital Gains
Balanced	$	28,941,155	$	—	$	30,626,031	$	—
Growth and Income		36,025,178		—		32,976,369		—
Growth		113,349		—		1,256,421		—
Small Company		6,394,186		66,075,261		640,870		6,283,317
Value Opportunity		2,925,275		—		3,870,941		—
Intermediate Bond		99,297,017		—		71,996,067		987,932
Money Market		31,895,864		—		12,797,898		—
International Equity		1,103,011		—		541,840		—

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 14 — FEDERAL INCOME TAXES AND OTHER TAX MATTERS (continued)

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

	Undistributed Ordinary Income		Undistributed Long Term Capital Gains		Unrealized Appreciation/ (Depreciation)			Post-October Capital Losses Deferred			Post-October Currency Losses Deferred			Capital Loss Carryforwards			Expiration Dates
Balanced	$	42,482,628	$	33,095,937	$	62,843,492		$	—		$	—		$	(1,148,170	)		2008
															(574,085	)		2009
														$	(1,722,255	)
Growth and Income		161,526		—		434,102,939			—			—			(2,062,659,206	)		2010
															(63,082,574	)		2011
														$	(2,125,741,780	)
Growth		362,892		—		13,625,486			—			—			(112,000,851	)		2009
															(63,207,672	)		2010
														$	(175,208,523	)
Small Company		10,259,128		67,410,628		61,870,735			—			—			—			—
Value Opportunity		3,112,822		—		28,930,128			—			—			(5,455,768	)		2010
Intermediate Bond		—		—		(6,180,870	)		(1,765,163	)		(23,346	)		(47,445	)		2008
															(14,250	)		2009
															(41,990	)		2013
															(20,305,969	)		2014
														$	(20,409,654	)
Money Market		57,121,313		—		(119	)		—			—			(659,806	)		2008
															(3,715,968	)		2009
															(169	)		2011
															(244,520	)		2012
														$	(4,620,463	)
Global Science and Technology		—		—		9,656,972			—			—			(21,943,692	)		2009
															(15,534,432	)		2010
															(4,912,495	)		2011
														$	(42,390,619	)
International Equity		1,627,816		—		13,658,216			—			—			(1,513,230	)		2009
															(9,221,611	)		2010
														$	(10,734,841	)

Under U.S. federal income tax law, as specified in the Internal Revenue Code (the "Code") and U.S. Treasury regulations, the Portfolios must meet various technical requirements relating to fund administration, portfolio investments, and "eligible investors" in the Portfolios. Complying with these requirements is a condition for beneficial tax treatment of certain insurance products that offer the Portfolios as investment options. The failure of the Portfolios to meet any of these complex requirements could result in an excise tax, administrative penalties imposed by the Internal Revenue Service, potential liability to insurers whose products include the Portfolios as investment options, and unanticipated costs associated with remedying a failure. We are aware that an affiliate of a Portfolio's investment adviser may have failed to limit the availability of ING VP Intermediate Bond Portfolio for investment to "eligible investors" under the Co de. The legal and tax consequences, if any, of this are currently under active review, but we do not believe that it is probable that any liability has been incurred by the Portfolio. Although it is not probable that any liability has been incurred, ING has agreed to indemnify the Portfolio from and against economic consequences of any such failure incurred either (i) directly or (ii) by virtue of any indemnification by the Portfolio resulting from such failure.

NOTE 15 — REORGANIZATIONS

On April 29, 2006, Balanced and Intermediate Bond as listed below (each "Acquiring Portfolio" and collectively, "Acquiring Portfolios"), acquired the assets and certain liabilities of the ING VP Convertible Portfolio, The Asset Allocation Portfolio and The Bond Portfolio, also listed below (each "Acquired Portfolio"and collectively, "Acquired Portfolios"), in a tax-free reorganization in exchange for shares of the Acquiring Portfolios, pursuant to a plan or reorganization approved by the Acquired Portfolios' shareholders. The number and value of shares

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 15 — REORGANIZATIONS (continued)

issued by the Acquiring Portfolios are presented in Note 10 — Capital Share Transactions. Net assets and unrealized appreciation/depreciation as of the reorganization date were as follows:

Acquiring Portfolio	Acquired Portfolio	Total Net Assets of Acquired Portfolio (000's)		Total Net Assets of Acquiring Portfolio (000's)		Acquired Portfolio Unrealized Appreciation/ (Depreciation) (000's)			Conversion Ratio
Balanced	ING VP Convertible Portfolio	$8,269		$1,224,744		$231			0.81
Balanced	The Asset Allocation Portfolio	13,477		1,224,744		632			0.72
Intermediate Bond	The Bond Portfolio		2,863		1,890,564		(60	)		0.74

The net assets of Balanced and Intermediate Bond after the acquisition were approximately $1,246,490,241 and $1,893,426,244, respectively.

NOTE 16 — OTHER ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained upon challenge by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. However, acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, the Securities and Exchange Commission (the "SEC") has indicated that they would not object if a fund implements FIN 48 in its NAV calculation as late as its last NAV calculation in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. For calendar-year open-end funds, this would be no later than their June 29, 2007 NAV and the effects of FIN 48 would be reflected in the funds' semi-annual financial statements contained in their Form N-CSR filing. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. Management is currently analyzing the tax positions of the Portfolios. To date, this analysis reflects an uncertain tax position in the ING VP Intermediate Bond Portfolio that has the potential to result in a liability upon adoption of FIN 48. Management of the Portfolio is presently determining whether the tax benefits recorded by the Portfolio is more likely-than-not to be sustained if challenged by taxing authorities. To the extent that, in Management's judgment, the more likely-than-not threshold cannot be achieved, ING has agreed to indemnify the Portfolio and will bear any taxes and other costs related to this position that may occur. As a result, in Management's opinion, the adoption of FIN 48 is not expected to have a material impact on the financial statements of the Portfolios.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("SFAS No. 157"), "Fair Value Measurements." The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (obse rvable inputs) and (b) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of December 31, 2006, management of the Portfolios is currently assessing the impact, if any, that will result from adopting SFAS No. 157.

NOTE 17 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

In 2004, ING Investments reported to the Boards of Directors/Trustees (the "Boards") of the ING Funds

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 17 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

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

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

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

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

In September 2005, ING Funds Distributor, LLC ("IFD"), the distributor of certain ING Funds, settled an administrative proceeding with the NASD regarding

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

In addition to the arrangements discussed above, in 2004 ING Investments reported to the Boards that, at that time, these instances include the following, in addition to the arrangements subject to the AWC discussed above:

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

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

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

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 17 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

America, and ReliaStar Life Insurance Company of New York, each filed with the Securities and Exchange Commission (the "SEC") on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the SEC's Web site at http://www.sec.gov. Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Board are the only instances of such trading respecting the ING Funds.

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

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

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

• The ING Funds, upon a recommendation from ING, updated their respective Codes of Ethics applicable to investment professionals with ING entities and certain other fund personnel, requiring such personnel to pre-clear any purchases or sales of ING Funds that are not

systematic in nature (i.e., dividend reinvestment), and imposing minimum holding periods for shares of ING Funds.

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

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

Other Regulatory Matters

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

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

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 17 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

transparency and disclosure regarding retirement product fees (the "One-Page Disclosure"). Pursuant to the terms of the NYAG Agreement, the affiliate has agreed for a five year period to provide its retirement product customers with the One-Page Disclosure.

In addition, on the same date, these affiliates of ING Investments entered into a consent agreement with the NH Bureau (the "NH Agreement") to resolve this petition for relief and cease and desist order. Under the terms of the NH Agreement, these affiliates of ING Investments, without admitting or denying the NH Bureau's claims, have agreed to pay $3 million to resolve the matter, and for a five year period to provide their retirement product customers with the One-Page Disclosure described above.

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

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

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

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

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

NOTE 18 — LITIGATION

On December 12, 2003, ING IM received a copy of a complaint (the "Complaint") filed in the United States Bankruptcy Court for the Southern District of New York styled Enron Corp. v. Mass Mutual Life Insurance Co., et al. Among other defendants named in the Complaint are defendants Balanced, and Intermediate Bond (the "Subject Portfolios"). The Complaint alleges that Enron Corp. ("Enron") transferred to the defendants, including the Subject Portfolios, over $1 billion in the aggregate for the purpose of prepaying certain commercial paper issued by Enron (the "Notes") and held by the defendants

prior to the filing by Enron for bankruptcy protection under Chapter 11 of Title 11 of the Bankruptcy Code (the "Bankruptcy Code"). The Complaint seeks to hold the defendants, including the Subject Portfolios, liable for these transfers as preferential transfers or as fraudulent transfers under the Bankruptcy Code. Although the Complaint does not specify the amount of each transfer in dispute, it appears that the sale by ING VP Balanced Portfolio, Inc. of $23,181,757 of the Notes on or about October 29, 2001 and the sale by ING VP Bond Portfolio, Inc. of $24,963,125 of the Notes on or about October 29, 2001 are in dispute. The Complaint seeks to require the Subject Portfolios to repay to Enron the full amounts of these transfers, in which event the Subject Portfolios would be granted unsecured claims against the Enron bankruptcy estate in the amounts of the repayments.

The Subject Portfolios moved to dismiss all counts of the Complaint, contending, among other things, that section 546(e) of the Bankruptcy Code provides a complete defense. The Bankruptcy Court denied the motion on July 1, 2005. Accordingly, the Subject Portfolios filed an answer to the Complaint on July 29, 2005. In addition, the Subject Portfolios have moved for leave to pursue an immediate appeal of the Bankruptcy Court's decision to the district court. The district court has not yet ruled, and there can be no assurance that leave will be granted to pursue the appeal now. The Bankruptcy Court has set a discovery calendar indicating that discovery is to proceed through 2007. The Subject Portfolios and their counsel have reviewed the Subject Portfolios' records concerning the factual background of the allegations in the Complaint, and have considered remaining potential defenses to the allegations in the Complaint. Because only limited disc overy has taken place, the Subject Portfolios are unable to predict whether Enron will prevail, in whole or in part, in its claims against the Subject Portfolios, and therefore have not recorded a liability in the financial statements for any potential loss. Defendants continue to contend there is an affirmative defense for the claims presented.

NOTE 19 — SUBSEQUENT EVENTS

Subsequent to December 31, 2006, the following Portfolio declared dividends from net investment income:

Per Share
Amount

Payable Date

Record Date

Money Market

Class I

0.5534

February 2, 2007

January 30, 2007

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 65.7%
			Advertising: 0.3%
	2,000		Advo, Inc.	$	65,200
	35,500	L	Omnicom Group		3,711,170
					3,776,370
			Aerospace/Defense: 1.1%
	43,150		Boeing Co.		3,833,446
	2,000		Kaman Corp.		44,780
	106,940		Raytheon Co.		5,646,432
	63,810		United Technologies Corp.		3,989,401
					13,514,059
			Agriculture: 0.8%
	21,500	@	Alliance One International, Inc.		151,790
	108,105		Altria Group, Inc.		9,277,571
	2,300		Delta & Pine Land Co.		93,035
					9,522,396
			Airlines: 0.0%
	5,900	@	Airtran Holdings, Inc.		69,266
	1,000	@	Alaska Air Group, Inc.		39,500
	2,500	@	JetBlue Airways Corp.		35,500
	10,995		Skywest, Inc.		280,482
					424,748
			Apparel: 0.6%
	4,700	@	Ashworth, Inc.		34,122
	77,900	@	Coach, Inc.		3,346,584
	2,400	@,L	Deckers Outdoor Corp.		143,880
	5,700	@,L	Gymboree Corp.		217,512
	21,800	@	Hanesbrands, Inc.		514,916
	28,900		Jones Apparel Group, Inc.		966,127
	7,500		Kellwood Co.		243,900
	7,000		K-Swiss, Inc.		215,180
	8,900	L	Phillips-Van Heusen		446,513
	7,300		Polo Ralph Lauren Corp.		566,918
	11,300		Wolverine World Wide, Inc.		322,276
					7,017,928
			Auto Manufacturers: 0.3%
	398,900	L	Ford Motor Co.		2,995,739
					2,995,739
			Auto Parts & Equipment: 0.0%
	22,500	L	ArvinMeritor, Inc.		410,175
	600		Bandag, Inc.		30,258
	3,600		Standard Motor Products, Inc.		53,928
					494,361
			Banks: 4.0%
	337,735		Bank of America Corp.		18,031,672
	9,800	L	Chittenden Corp.		300,762
	25,400		Colonial BancGroup, Inc.		653,796
	41,900		Comerica, Inc.		2,458,692
	10,792		East-West Bancorp., Inc.		382,253
	23,100	@@,L	First Bancorp.		220,143
	2,400		First Indiana Corp.		60,864
	3,400		First Midwest Bancorp., Inc.		131,512
	17,800	L	FirstMerit Corp.		429,692
	11,200		Hanmi Financial Corp.		252,336
	6,400		Independent Bank Corp.		161,856

Shares				Value
	6,700		Mercantile Bankshares Corp.	$	313,493
	113,200	L	National City Corp.		4,138,592
	126,200		Regions Financial Corp.		4,719,880
	4,700		South Financial Group, Inc.		124,973
	20,600	L	TCF Financial Corp.		564,852
	3,700		Umpqua Holdings Corp.		108,891
	90,170		US Bancorp.		3,263,252
	91,350		Wachovia Corp.		5,202,383
	10,900		Webster Financial Corp.		531,048
	160,700		Wells Fargo & Co.		5,714,492
	11,900		Whitney Holding Corp.		388,178
					48,153,612
			Beverages: 1.0%
	103,050		Coca-Cola Co.		4,972,163
	400	@	Hansen Natural Corp.		13,472
	34,700		Pepsi Bottling Group, Inc.		1,072,577
	19,400		PepsiAmericas, Inc.		407,012
	83,325		PepsiCo, Inc.		5,211,979
					11,677,203
			Biotechnology: 0.4%
	60,195	@	Amgen, Inc.		4,111,920
	1,400	@	Digene Corp.		67,088
	300	@	Invitrogen Corp.		16,977
	40,500	@,L	Millennium Pharmaceuticals, Inc.		441,450
	8,700	@	PDL BioPharma, Inc.		175,218
	14,800	@,L	Savient Pharmaceuticals, Inc.		165,908
	8,300	@,L	Vertex Pharmaceuticals, Inc.		310,586
					5,289,147
			Building Materials: 0.0%
	1,300	L	ElkCorp		53,417
					53,417
			Chemicals: 0.9%
	4,100		Airgas, Inc.		166,132
	7,700		Chemtura Corp.		74,151
	44,700		Dow Chemical Co.		1,785,318
	46,200		EI DuPont de Nemours & Co.		2,250,402
	900		FMC Corp.		68,895
	8,900		Georgia Gulf Corp.		171,859
	10,700		HB Fuller Co.		276,274
	13,500		Lubrizol Corp.		676,755
	27,187	L	Lyondell Chemical Co.		695,172
	1,500	L	MacDermid, Inc.		51,150
	29,400		Monsanto Co.		1,544,382
	23,900	L	Olin Corp.		394,828
	10,100	@	Omnova Solutions, Inc.		46,258
	24,000	@,L	PolyOne Corp.		180,000
	2,000		Quaker Chemical Corp.		44,140
	28,000		Sherwin-Williams Co.		1,780,240
	21,100		Valspar Corp.		583,204
					10,789,160
			Commercial Services: 1.2%
	2,800	@	Alliance Data Systems Corp.		174,916
	34,300	@,L	Apollo Group, Inc.		1,336,671

See Accompanying Notes to Financial Statements
62

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Commercial Services (continued)
	1,300		Banta Corp.	$	47,320
	5,000	@	Career Education Corp.		123,900
	5,100		Central Parking Corp.		91,800
	2,890	@,L	Consolidated Graphics, Inc.		170,712
	37,600	@	Convergys Corp.		894,128
	1,700	L	CPI Corp.		79,033
	16,000		DeVry, Inc.		448,000
	4,300	@,L	Heidrick & Struggles International, Inc.		182,148
	16,300	@	Hooper Holmes, Inc.		53,953
	4,300	@	ITT Educational Services, Inc.		285,391
	3,900	@,L	Kendle International, Inc.		122,655
	16,100	@,L	Korn/Ferry International		369,656
	13,600	@,L	Labor Ready, Inc.		249,288
	11,300		Manpower, Inc.		846,709
	74,600		McKesson Corp.		3,782,220
	50,100		Moody's Corp.		3,459,906
	22,100	@	MPS Group, Inc.		313,378
	9,100	@	Quanta Services, Inc.		178,997
	15,600	@	Valassis Communications, Inc.		226,200
	3,010	@,L	Vertrue, Inc.		115,614
	6,300	W	Viad Corp.		255,780
	2,700	@	Volt Information Sciences, Inc.		135,567
	8,000		Watson Wyatt Worldwide, Inc.		361,200
					14,305,142
			Computers: 2.7%
	3,300		Agilysys, Inc.		55,242
	2,090	@	CACI International, Inc.		118,085
	17,200	@,L	Cadence Design Systems, Inc.		308,052
	3,400	@	Catapult Communications Corp.		30,532
	7,100	@,L	Ceridian Corp.		198,658
	263,600	@	Dell, Inc.		6,613,724
	6,200		Factset Research Systems, Inc.		350,176
	250,900		Hewlett-Packard Co.		10,334,571
	8,300		Imation Corp.		385,369
	126,050	L	International Business Machines Corp.		12,245,758
	3,800	@	Mercury Computer Systems, Inc.		50,768
	6,237	@,L	Micros Systems, Inc.		328,690
	10,600	@,L	Palm, Inc.		149,354
	7,200	@,L	Radisys Corp.		120,024
	9,300	@	SRA International, Inc.		248,682
	9,700	@	SYKES Enterprises, Inc.		171,108
	17,800	@	Synopsys, Inc.		475,794
	12,600	@	Western Digital Corp.		257,796
					32,442,383
			Cosmetics/Personal Care: 1.0%
	35,100	L	Estee Lauder Cos., Inc.		1,432,782
	163,992		Procter & Gamble Co.		10,539,766
					11,972,548

Shares				Value
			Distribution/Wholesale: 0.1%
	8,600		Building Materials Holding Corp.	$	212,334
	3,700		CDW Corp.		260,184
	3,250	L	Pool Corp.		127,303
	11,200	@,L	Tech Data Corp.		424,144
					1,023,965
			Diversified Financial Services: 6.2%
	11,600		AG Edwards, Inc.		734,164
	58,000		American Express Co.		3,518,860
	18,400	@,L	AmeriCredit Corp.		463,128
	50,500		CIT Group, Inc.		2,816,385
	359,665		Citigroup, Inc.		20,033,341
	50,700		Fannie Mae		3,011,073
	44,450		Goldman Sachs Group, Inc.		8,861,108
	9,900		IndyMac Bancorp., Inc.		447,084
	6,700	@	Investment Technology Group, Inc.		287,296
	291,200		JPMorgan Chase & Co.		14,064,960
	74,500		Lehman Brothers Holdings, Inc.		5,819,940
	43,710		Merrill Lynch & Co., Inc.		4,069,401
	111,700		Morgan Stanley		9,095,731
	17,100		Raymond James Financial, Inc.		518,301
	3,900	L	SWS Group, Inc.		139,230
	8,000	@,L	TradeStation Group, Inc.		110,000
					73,990,002
			Electric: 1.5%
	259,300	@	AES Corp.		5,714,972
	2,500		Central Vermont Public Service Corp.		58,875
	4,700	L	Duquesne Light Holdings, Inc.		93,295
	4,384	@	Dynegy, Inc.		31,740
	17,100		Idacorp, Inc.		660,915
	3,700		Northeast Utilities		104,192
	23,100		OGE Energy Corp.		924,000
	17,700		Pepco Holdings, Inc.		460,377
	141,400		PG&E Corp.		6,692,462
	24,900		PNM Resources, Inc.		774,390
	66,000		Southern Co.		2,432,760
	11,200		Wisconsin Energy Corp.		531,552
					18,479,530
			Electrical Components & Equipment: 0.0%
	8,900	L	Belden CDT, Inc.		347,901
	5,500	@,L	Littelfuse, Inc.		175,340
					523,241
			Electronics: 0.3%
	5,100		Amphenol Corp.		316,608
	1,400	@	Avnet, Inc.		35,742
	4,200	@,L	Benchmark Electronics, Inc.		102,312
	8,190	@,L	Coherent, Inc.		258,558
	4,900		Cubic Corp.		106,330
	1,900		Gentex Corp.		29,564
	12,100		Methode Electronics, Inc.		131,043
	4,900	@	Planar Systems, Inc.		47,383
	8,900	@,L	Plexus Corp.		212,532
	1,200	@	Rogers Corp.		70,980

See Accompanying Notes to Financial Statements
63

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Electronics (continued)
	14,600	@	Thomas & Betts Corp.	$	690,288
	3,590	@,L	Trimble Navigation Ltd.		182,121
	9,300	@	Varian, Inc.		416,547
	33,500	@,L	Vishay Intertechnology, Inc.		453,590
					3,053,598
			Engineering & Construction: 0.2%
	6,200	@	EMCOR Group, Inc.		352,470
	11,200		Granite Construction, Inc.		563,584
	11,500	@	Jacobs Engineering Group, Inc.		937,710
	2,200	@	Shaw Group, Inc.		73,700
	3,300	@	URS Corp.		141,405
					2,068,869
			Entertainment: 0.0%
	2,900	@,L	Pinnacle Entertainment, Inc.		96,106
					96,106
			Environmental Control: 0.4%
	138,700		Waste Management, Inc.		5,099,999
					5,099,999
			Exchange Traded Fund: 0.1%
	19,400	@@,L	iShares S&P SmallCap 600 Index Fund		1,280,206
					1,280,206
			Food: 1.0%
	62,500		Campbell Soup Co.		2,430,625
	135,000		ConAgra Foods, Inc.		3,645,000
	11,590		Corn Products International, Inc.		400,319
	76,517		General Mills, Inc.		4,407,379
	15,979		Hormel Foods Corp.		596,656
	5,600	@,L	Ralcorp Holdings, Inc.		284,984
	3,800	@	Smithfield Foods, Inc.		97,508
	2,600	@,L	United Natural Foods, Inc.		93,392
					11,955,863
			Forest Products & Paper: 0.2%
	7,100	@	Caraustar Industries, Inc.		57,439
	25,400		Louisiana-Pacific Corp.		546,862
	7,400	L	Rock-Tenn Co.		200,614
	3,800		Schweitzer-Mauduit International, Inc.		98,990
	27,000	L	Temple-Inland, Inc.		1,242,810
					2,146,715
			Gas: 0.1%
	700		Cascade Natural Gas Corp.		18,144
	14,146		Energen Corp.		664,013
	22,130		UGI Corp.		603,706
					1,285,863
			Hand/Machine Tools: 0.1%
	15,000		Snap-On, Inc.		714,600
					714,600

Shares				Value
			Healthcare-Products: 1.5%
	3,700	@	Advanced Medical Optics, Inc.	$	130,240
	2,900	L	Cooper Cos., Inc.		129,050
	19,800	@,L	Cytyc Corp.		560,340
	26,144		Dentsply International, Inc.		780,398
	13,000	@,L	Edwards Lifesciences Corp.		611,520
	6,300	@	Haemonetics Corp.		283,626
	3,434	@,L	Hologic, Inc.		162,360
	1,986	@	Idexx Laboratories, Inc.		157,490
	4,400	@,L	Immucor, Inc.		128,612
	1,000	@	Intuitive Surgical, Inc.		95,900
	148,815		Johnson & Johnson		9,824,766
	62,300		Medtronic, Inc.		3,333,673
	5,700		Mentor Corp.		278,559
	5,700	@	Osteotech, Inc.		32,205
	5,500	@	Possis Medical, Inc.		74,140
	4,657	@	Respironics, Inc.		175,802
	9,500	@,L	Techne Corp.		526,775
	8,700	@	Varian Medical Systems, Inc.		413,859
					17,699,315
			Healthcare-Services: 2.4%
	107,300		Aetna, Inc.		4,633,214
	5,600	@	Amerigroup Corp.		200,984
	6,200	@,L	Centene Corp.		152,334
	42,250	@	Coventry Health Care, Inc.		2,114,613
	8,700	@	Gentiva Health Services, Inc.		165,822
	7,600	@	Health Net, Inc.		369,816
	5,400	@,L	Healthways, Inc.		257,634
	43,100	@	Humana, Inc.		2,383,861
	33,900	@,L	Laboratory Corp. of America Holdings		2,490,633
	1,900	@	Lincare Holdings, Inc.		75,696
	11,046	@	Odyssey HealthCare, Inc.		146,470
	5,400	@,L	Pediatrix Medical Group, Inc.		264,060
	5,020	@,L	Sierra Health Services, Inc.		180,921
	157,900		UnitedHealth Group, Inc.		8,483,967
	85,040	@	WellPoint, Inc.		6,691,798
					28,611,823
			Holding Companies-Diversified: 0.0%
	20,800		Leucadia National Corp.		586,560
					586,560
			Home Builders: 0.0%
	340	@,L	NVR, Inc.		219,300
	7,500	L	Winnebago Industries		246,825
					466,125
			Home Furnishings: 0.0%
	3,600	@	Audiovox Corp.		50,724
	7,900		Ethan Allen Interiors, Inc.		285,269
					335,993
			Household Products/Wares: 0.0%
	3,700		American Greetings Corp.		88,319
	7,600	L	Blyth, Inc.		157,700
					246,019

See Accompanying Notes to Financial Statements
64

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Housewares: 0.0%
	7,090		Toro Co.	$	330,607
					330,607
			Insurance: 5.5%
	65,000	@@	ACE Ltd.		3,937,050
	88,200		Allstate Corp.		5,742,702
	25,300		AMBAC Financial Group, Inc.		2,253,471
	14,175	L	American Financial Group, Inc.		509,024
	124,100		American International Group, Inc.		8,893,006
	2,300		Brown & Brown, Inc.		64,883
	77,300		Chubb Corp.		4,089,943
	25,900		Cigna Corp.		3,407,663
	8,400		Delphi Financial Group		339,864
	8,300	@@	Everest Re Group Ltd.		814,313
	10,805		Fidelity National Title Group, Inc.		258,023
	99,000		Genworth Financial, Inc.		3,386,790
	51,427		Hartford Financial Services Group, Inc.		4,798,653
	18,500		HCC Insurance Holdings, Inc.		593,665
	12,800		Horace Mann Educators Corp.		258,560
	4,270	L	Landamerica Financial Group, Inc.		269,480
	90,800		Loews Corp.		3,765,476
	102,350		Metlife, Inc.		6,039,674
	14,306		Old Republic International Corp.		333,044
	9,290	@,L	Philadelphia Consolidated Holding Co.		413,962
	4,500		PMI Group, Inc.		212,265
	7,200		Presidential Life Corp.		158,040
	6,700	@,L	ProAssurance Corp.		334,464
	152,500		Progressive Corp.		3,693,550
	11,800		Protective Life Corp.		560,500
	66,936	L	Prudential Financial, Inc.		5,747,125
	6,400		Radian Group, Inc.		345,024
	25,398		Safeco Corp.		1,588,645
	4,200	L	Safety Insurance Group, Inc.		212,982
	1,600	@	SCPIE Holdings, Inc.		41,824
	5,930	L	Selective Insurance Group		339,730
	10,600		Stancorp Financial Group, Inc.		477,530
	9,200		Unitrin, Inc.		461,012
	22,850		WR Berkley Corp.		788,554
	7,100		Zenith National Insurance Corp.		333,061
					65,463,552
			Internet: 0.6%
	2,000	@	Digital Insight Corp.		76,980
	9,900	@	Google, Inc.		4,558,752
	3,200	@,L	j2 Global Communications, Inc.		87,200
	9,575	@	McAfee, Inc.		271,739
	14,500	@	Napster, Inc.		52,635
	7,600	@	PC-Tel, Inc.		71,060
	6,100	@,L	Stamps.com, Inc.		96,075

Shares				Value
	18,000	L	United Online, Inc.	$	239,040
	56,900	@	VeriSign, Inc.		1,368,445
	1,400	@	WebEx Communications, Inc.		48,846
					6,870,772
			Iron/Steel: 0.5%
	1,400		Carpenter Technology Corp.		143,528
	4,700		Chaparral Steel Co.		208,069
	2,200	L	Cleveland-Cliffs, Inc.		106,568
	61,300		Nucor Corp.		3,350,658
	7,400		Ryerson, Inc.		185,666
	3,400		Steel Dynamics, Inc.		110,330
	2,700	L	Steel Technologies, Inc.		47,385
	32,100	L	United States Steel Corp.		2,347,794
					6,499,998
			Leisure Time: 0.1%
	2,550	L	Polaris Industries, Inc.		119,417
	35,700		Sabre Holdings Corp.		1,138,473
					1,257,890
			Lodging: 0.1%
	2,400	@	Aztar Corp.		130,608
	10,100		Harrah's Entertainment, Inc.		835,472
					966,080
			Machinery-Construction & Mining: 0.2%
	33,600		Caterpillar, Inc.		2,060,688
	8,700		Joy Global, Inc.		420,558
					2,481,246
			Machinery-Diversified: 0.2%
	800	@	AGCO Corp.		24,752
	13,300	L	Cummins, Inc.		1,571,794
	10,200	@,L	Gardner Denver, Inc.		380,562
	3,589		IDEX Corp.		170,154
	4,000	L	Manitowoc Co., Inc.		237,720
					2,384,982
			Media: 2.0%
	35,900		CBS Corp.		1,119,362
	27,000		Clear Channel Communications, Inc.		959,580
	97,100	@,L	Comcast Corp.		4,110,243
	146,400	@,L	DIRECTV Group, Inc.		3,651,216
	59,900		McGraw-Hill Cos., Inc.		4,074,398
	110,800		News Corp., Inc.		2,379,984
	5,100	L	Reader's Digest Association, Inc.		85,170
	226,800		Walt Disney Co.		7,772,436
	330		Washington Post		246,048
					24,398,437
			Metal Fabricate/Hardware: 0.1%
	3,500		AM Castle & Co.		89,075
	11,100		Commercial Metals Co.		286,380
	7,036	L	Quanex Corp.		243,375
					618,830
			Mining: 0.1%
	11,000	L	Phelps Dodge Corp.		1,316,920
					1,316,920

See Accompanying Notes to Financial Statements
65

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Miscellaneous Manufacturing: 4.0%
	40,050		3M Co.	$	3,121,097
	7,800		Acuity Brands, Inc.		405,912
	6,600	L	AO Smith Corp.		247,896
	1,972		Aptargroup, Inc.		116,427
	1,000	@	Ceradyne, Inc.		56,500
	28,900		Cooper Industries Ltd.		2,613,427
	16,800		Crane Co.		615,552
	66,600	L	Eastman Kodak Co.		1,718,280
	45,900		Eaton Corp.		3,448,926
	5,200	@,L	EnPro Industries, Inc.		172,692
	557,715		General Electric Co.		20,752,575
	600		Harsco Corp.		45,660
	162,700		Honeywell International, Inc.		7,360,548
	32,600		Parker Hannifin Corp.		2,506,288
	5,700		Pentair, Inc.		178,980
	1,900		Roper Industries, Inc.		95,456
	4,200		Standex International Corp.		126,546
	6,800	@,L	Sturm Ruger & Co., Inc.		65,280
	11,467		Teleflex, Inc.		740,310
	2,900		Tredegar Corp.		65,569
	109,400	@@	Tyco International Ltd.		3,325,760
					47,779,681
			Office Furnishings: 0.1%
	17,402	L	Herman Miller, Inc.		632,737
					632,737
			Office/Business Equipment: 0.3%
	202,600	@	Xerox Corp.		3,434,070
					3,434,070
			Oil & Gas: 6.0%
	80,600		Anadarko Petroleum Corp.		3,507,712
	171,186		Chevron Corp.		12,587,307
	5,260		Cimarex Energy Co.		191,990
	73,900		ConocoPhillips		5,317,105
	13,800		ENSCO International, Inc.		690,828
	405,840		ExxonMobil Corp.		31,099,519
	4,300	@	Forest Oil Corp.		140,524
	16,200		Frontier Oil Corp.		465,588
	31,200		Helmerich & Payne, Inc.		763,464
	51,900		Marathon Oil Corp.		4,800,750
	12,900	@	Newfield Exploration Co.		592,755
	15,800		Noble Energy, Inc.		775,306
	111,200		Occidental Petroleum Corp.		5,429,896
	4,000	L	Penn Virginia Corp.		280,160
	800		Pioneer Natural Resources Co.		31,752
��	200	@	Plains Exploration & Production Co.		9,506
	5,900	@	Southwestern Energy Co.		206,795
	9,600	L	St. Mary Land & Exploration Co.		353,664
	1,900	@,L	Stone Energy Corp.		67,165
	88,200		Valero Energy Corp.		4,512,312
					71,824,098
			Oil & Gas Services: 0.8%
	6,700	@	Grant Prideco, Inc.		266,459
	147,400	L	Halliburton Co.		4,576,770
	5,800	@,L	Helix Energy Solutions Group, Inc.		181,946
	1,400	@	Lone Star Technologies		67,774

Shares				Value
	53,160	L	Schlumberger Ltd.	$	3,357,586
	3,800	@,L	SEACOR Holdings, Inc.		376,732
	16,300		Tidewater, Inc.		788,268
	2,300	@,L	Veritas DGC, Inc.		196,949
					9,812,484
			Packaging & Containers: 0.2%
	35,600	@,L	Pactiv Corp.		1,270,564
	18,800		Sonoco Products Co.		715,528
					1,986,092
			Pharmaceuticals: 3.6%
	78,100		Abbott Laboratories		3,804,251
	54,800		AmerisourceBergen Corp.		2,463,808
	2,200	@	Cephalon, Inc.		154,902
	75,900	@	Forest Laboratories, Inc.		3,840,540
	63,800	@,L	King Pharmaceuticals, Inc.		1,015,696
	4,200		Medicis Pharmaceutical Corp.		147,546
	234,500		Merck & Co., Inc.		10,224,200
	53,100		Mylan Laboratories		1,059,876
	5,500	@,L	NBTY, Inc.		228,635
	7,700	@,L	Noven Pharmaceuticals, Inc.		195,965
	2,000		Omnicare, Inc.		77,260
	371,090		Pfizer, Inc.		9,611,231
	240,700		Schering-Plough Corp.		5,690,148
	6,800	@,L	Sepracor, Inc.		418,744
	10,700	@	Theragenics Corp.		33,170
	2,800	@,L	USANA Health Sciences, Inc.		144,648
	69,110		Wyeth		3,519,081
					42,629,701
			Pipelines: 0.3%
	38,100		Questar Corp.		3,164,205
					3,164,205
			Real Estate Investment Trusts: 0.3%
	7,900		AMB Property Corp.		463,019
	3,000	L	Colonial Properties Trust		140,640
	20,760		Equity Office Properties Trust		1,000,009
	1,580		Essex Property Trust, Inc.		204,215
	3,000		Highwoods Properties, Inc.		122,280
	16,900		Hospitality Properties Trust		803,257
	3,500		Longview Fibre Co.		76,825
	2,100		LTC Properties, Inc.		57,351
	4,200		Macerich Co.		363,594
	4,200		Regency Centers Corp.		328,314
					3,559,504
			Retail: 4.3%
	1,400	@	99 Cents Only Stores		17,038
	4,450		Abercrombie & Fitch Co.		309,854
	6,400		Advance Auto Parts, Inc.		227,584
	11,500	@,L	Aeropostale, Inc.		355,005
	20,355	L	American Eagle Outfitters		635,280
	14,500	@	AnnTaylor Stores Corp.		476,180
	1,600		Barnes & Noble, Inc.		63,536
	27,800	@,L	Big Lots, Inc.		637,176
	3,300		Brinker International, Inc.		99,528
	6,750		Brown Shoe Co., Inc.		322,245
	23,300	@,L	Charming Shoppes, Inc.		315,249
	9,200	@,L	Chico's FAS, Inc.		190,348

See Accompanying Notes to Financial Statements
66

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Retail (continued)
	1,500	@,L	Childrens Place Retail Stores, Inc.	$	95,280
	10,600	L	Christopher & Banks Corp.		197,796
	11,160	L	Claire's Stores, Inc.		369,842
	18,100	@,L	Dollar Tree Stores, Inc.		544,810
	11,700	@,L	Dress Barn, Inc.		272,961
	39,900	L	Family Dollar Stores, Inc.		1,170,267
	92,800		Federated Department Stores, Inc.		3,538,464
	119,900		Gap, Inc.		2,338,050
	5,400	L	Group 1 Automotive, Inc.		279,288
	95,810	L	Home Depot, Inc.		3,847,730
	6,300	@,L	Jack in the Box, Inc.		384,552
	57,200	@	Kohl's Corp.		3,914,196
	76,700		Lowe's Cos., Inc.		2,389,205
	148,500		McDonald's Corp.		6,583,005
	9,700	L	Men's Wearhouse, Inc.		371,122
	52,700	L	Nordstrom, Inc.		2,600,218
	65,700	@	Office Depot, Inc.		2,507,769
	16,800		OfficeMax, Inc.		834,120
	4,000		OSI Restaurant Partners, Inc.		156,800
	2,080	@,L	Panera Bread Co.		116,293
	12,075	@	Payless Shoesource, Inc.		396,302
	16,600		Petsmart, Inc.		479,076
	23,800		Ross Stores, Inc.		697,340
	5,100	@	Saks, Inc.		90,882
	4,500	@,L	School Specialty, Inc.		168,705
	12,907	@,L	Select Comfort Corp.		224,453
	14,060	@,L	Sonic Corp.		336,737
	35,900	@,L	Starbucks Corp.		1,271,578
	42,200		Target Corp.		2,407,510
	103,900		TJX Cos., Inc.		2,963,228
	5,010	@,L	Tween Brands, Inc.		200,049
	124,345		Wal-Mart Stores, Inc.		5,742,252
					51,138,903
			Savings & Loans: 0.1%
	4,400		Anchor Bancorp. Wisconsin, Inc.		126,808
	8,998	L	Bankunited Financial Corp.		251,584
	1,500	L	Fidelity Bankshares, Inc.		59,505
	4,300	@,L	FirstFed Financial Corp.		287,971
					725,868
			Semiconductors: 1.2%
	8,700	@,L	Actel Corp.		157,992
	83,400	@,L	Altera Corp.		1,641,312
	53,000	@,L	Atmel Corp.		320,650
	19,600	@,L	Brooks Automation, Inc.		282,240
	2,800	@	Cree, Inc.		48,496
	7,100	@,L	DSP Group, Inc.		154,070
	25,600	@,L	Fairchild Semiconductor International, Inc.		430,336
	31,400	@	Integrated Device Technology, Inc.		486,072
	267,500		Intel Corp.		5,416,875
	8,300	@,L	Lam Research Corp.		420,146
	93,900	@,L	LSI Logic Corp.		845,100
	11,200	@	MEMC Electronic Materials, Inc.		438,368
	11,910	L	Microchip Technology, Inc.		389,457
	166,100	@,L	Micron Technology, Inc.		2,318,756

Shares				Value
	28,400	@	Novellus Systems, Inc.	$	977,528
	8,800	@	Pericom Semiconductor Corp.		100,936
	22,200	@	Semtech Corp.		290,154
	500	@,L	Teradyne, Inc.		7,480
	3,770	@,L	Varian Semiconductor Equipment Associates, Inc.		171,610
					14,897,578
			Software: 2.2%
	10,200		Acxiom Corp.		261,630
	5,900	@,L	Altiris, Inc.		149,742
	2,500	@,L	Ansys, Inc.		108,725
	47,500	@	BMC Software, Inc.		1,529,500
	10,000	@	Captaris, Inc.		77,700
	4,160	@,L	Cerner Corp.		189,280
	97,450	@	Compuware Corp.		811,759
	9,900	@,L	CSG Systems International		264,627
	14,100	@,L	Dendrite International, Inc.		151,011
	4,729	@	Dun & Bradstreet Corp.		391,514
	8,300		Fair Isaac Corp.		337,395
	147,600		First Data Corp.		3,766,752
	4,460		Global Payments, Inc.		206,498
	3,972	@	Hyperion Solutions Corp.		142,754
	1,500		Inter-Tel, Inc.		33,240
	7,100	@	Mapinfo Corp.		92,655
	447,375		Microsoft Corp.		13,358,618
	1,300	@	Open Solutions, Inc.		48,932
	187,100	@	Oracle Corp.		3,206,894
	2,100	@,L	Per-Se Technologies, Inc.		58,338
	1,800	@	SPSS, Inc.		54,126
	19,400	@,L	Sybase, Inc.		479,180
					25,720,870
			Telecommunications: 3.9%
	9,300	@	3 Com Corp.		38,223
	10,100	@	Adaptec, Inc.		47,066
	2,300	@	Andrew Corp.		23,529
	2,300	@,L	Anixter International, Inc.		124,890
	214,500		AT&T, Inc.		7,668,375
	105,900	@,L	Avaya, Inc.		1,480,482
	100,330		BellSouth Corp.		4,726,546
	8,100	@	C-COR, Inc.		90,234
	34,900	@	Cincinnati Bell, Inc.		159,493
	496,660	@	Cisco Systems, Inc.		13,573,698
	1,325	L	Commonwealth Telephone Enterprises, Inc.		55,465
	11,200	@,L	Ditech Networks, Inc.		77,504
	7,383	L	Harris Corp.		338,584
	297,350		Motorola, Inc.		6,113,516
	8,600	@	Network Equipment Technologies, Inc.		50,052
	76,600		Qualcomm, Inc.		2,894,714
	165,000		Sprint Nextel Corp.		3,116,850
	5,675	L	Telephone & Data Systems, Inc.		308,323
	16,500	@,L	Utstarcom, Inc.		144,375
	160,100		Verizon Communications, Inc.		5,962,124
					46,994,043

See Accompanying Notes to Financial Statements
67

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Textiles: 0.1%
	3,200		Angelica Corp.	$	82,560
	9,500	@,L	Mohawk Industries, Inc.		711,170
					793,730
			Toys/Games/Hobbies: 0.3%
	42,200	L	Hasbro, Inc.		1,149,950
	86,900		Mattel, Inc.		1,969,154
					3,119,104
			Transportation: 0.2%
	14,350	L	CH Robinson Worldwide, Inc.		586,772
	1,500		Expeditors International Washington, Inc.		60,750
	8,000	@,L	HUB Group, Inc.		220,400
	5,100	@,L	Kansas City Southern		147,798
	3,600	@,L	Kirby Corp.		122,868
	3,927		Landstar System, Inc.		149,933
	8,400	@,L	Old Dominion Freight Line		202,188
	10,705	L	Overseas Shipholding Group		602,692
	2,900	@	Swift Transportation Co., Inc.		76,183
	700	@	YRC Worldwide, Inc.		26,411
					2,195,995
			Total Common Stock (Cost $710,567,102)		785,090,582
EQUITY-LINKED SECURITIES: 0.2%
			Equity Linked Securities: 0.2%
	3,000,000		KAUP Bank		2,816,439
			Total Equity-Linked Securities (Cost $3,000,000)		2,816,439
PREFERRED STOCK: 0.6%
			Banks: 0.2%
	78,720	P	Bank of American Corp.		1,964,064
					1,964,064
			Diversified Financial Services: 0.1%
	53,175	P	Merrill Lynch & Co., Inc.		1,386,804
					1,386,804
			Insurance: 0.2%
	67,174	@@,P	Aegon NV		1,744,874
	51,650	P	Metlife, Inc.		1,358,912
					3,103,786
			Real Estate Investment Trusts: 0.1%
	43,041	P	Duke Realty Corp.		1,118,205
					1,118,205
			Total Preferred Stock (Cost $7,362,193)		7,572,859
WARRANTS: 0.0%
			Airlines: 0.0%
	2,978		Timco Aviation		—
			Total Warrants (Cost $—)		—

Principal Amount				Value
CONVERTIBLE BONDS: 0.0%
			Biotechnology: 0.0%
$	215,000	C,L	Millennium Pharmaceuticals, Inc., 5.500%, due 01/15/07	$	215,066
			Total Convertible Bonds (Cost $215,057)		215,066
CORPORATE BONDS/NOTES: 9.8%
			Airlines: 0.1%
	177,436	C	Continental Airlines, Inc., 8.312%, due 04/02/11		178,434
	756,000		United AirLines, Inc., 6.932%, due 09/01/11		850,973
					1,029,407
			Auto Manufacturers: 0.0%
	37,000	L	Ford Motor Co., 7.450%, due 07/16/31		29,230
	429,000		General Motors Corp., 7.400%, due 09/01/25		364,650
	153,000	C,L	General Motors Corp., 8.375%, due 07/15/33		142,290
					536,170
			Banks: 2.1%
	980,000	@@,C,L	Australia & New Zealand Banking Group Ltd., 5.556%, due 10/29/49		853,244
	488,897	@@,#	Banco Itau SA, 5.739%, due 09/20/08		489,781
	757,000	@@,#,C	Banco Mercantil del Norte SA, 6.135%, due 10/13/16		761,039
	703,000	@@	Banco Santander Chile SA, 7.375%, due 07/18/12		769,572
	360,000	@@,C	Bank of Ireland, 5.625%, due 12/29/49		313,531
	400,000	@@,C	Bank of Nova Scotia, 5.625%, due 08/21/85		339,559
	210,000		Bank of Scotland, 5.563%, due 11/30/49		180,722
	77,000	C	BankAmerica Capital II, 8.000%, due 12/15/26		80,166
	240,000	@@,C	Barclays Bank PLC, 5.750%, due 12/31/49		209,934
	710,000	@@,C	BNP Paribas, 5.445%, due 09/29/49		608,916
	933,000	@@,#,C	Chuo Mitsui Trust & Banking Co., Ltd., 5.506%, due 04/15/49		892,597
	377,000	@@,#,C	Danske Bank A/S, 5.914%, due 12/29/49		379,356
	500,000	@@,C	Den Norske Bank ASA, 5.563%, due 08/29/49		425,000
	80,000	@@,C	Den Norske Bank ASA, 5.625%, due 11/29/49		69,158
	723,000	#,C	Dresdner Funding Trust I, 8.151%, due 06/30/31		873,367
	356,000	#,C	First Chicago NBD Institutional Capital A, 7.950%, due 12/01/26		370,514

See Accompanying Notes to Financial Statements
68

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Banks (continued)
$	1,000	C	Fleet Capital Trust II, 7.920%, due 12/11/26	$	1,040
	1,290,000	@@,#,C	HBOS PLC, 5.375%, due 11/29/49		1,272,135
	270,000	@@,C	Hongkong & Shanghai Banking Corp., Ltd., 5.563%, due 07/01/49		228,060
	1,120,000	@@,C	HSBC Bank PLC, 5.475%, due 06/29/49		952,000
	1,040,000	@@,C	HSBC Bank PLC, 5.688%, due 06/29/49		902,200
	1,030,000	@@,C	Lloyds TSB Bank PLC, 5.560%, due 08/29/49		889,185
	100,000	@@,C	Lloyds TSB Bank PLC, 5.563%, due 11/29/49		87,032
	240,000	@@,C	Lloyds TSB Bank PLC, 5.625%, due 06/29/49		211,164
	23,000	C	M&I Capital Trust A, 7.650%, due 12/01/26		23,808
	648,000	C	Mellon Capital I, 7.720%, due 12/01/26		674,711
	680,000	@@,C	Mizuho Financial Group Cayman Ltd., 8.375%, due 12/31/49		718,791
	370,000	@@,C	National Australia Bank Ltd., 5.556%, due 10/29/49		321,173
	130,000	@@,C	National Westminster Bank PLC, 5.500%, due 11/29/49		111,486
	640,000	#,C	Rabobank Capital Funding II, 5.260%, due 12/29/49		626,787
	612,000	#,C	Rabobank Capital Funding Trust, 5.254%, due 12/31/49		591,174
	531,000	C,L	RBS Capital Trust I, 5.512%, due 09/30/49		525,656
	962,000	@@,#,C	Resona Bank Ltd., 5.850%, due 09/29/49		941,008
	1,540,000	@@,C	Royal Bank of Scotland Group PLC, 5.563%, due 12/29/49		1,321,382
	370,000	@@,C	Societe Generale, 5.438%, due 11/29/49		319,735
	1,400,000	@@,C,L	Standard Chartered PLC, 5.500%, due 07/29/49		1,158,500
	1,800,000	@@,C	Standard Chartered PLC, 5.625%, due 11/29/49		1,512,000
	230,000	@@,C	Standard Chartered PLC, 5.730%, due 01/29/49		190,325
	873,000	@@,C	Sumitomo Mitsui Banking Corp., 8.150%, due 08/01/49		905,610
	472,000	C	Wachovia Capital Trust III, 5.800%, due 12/31/49		476,335
	420,000	@@,C	Westpac Banking Corp., 5.525%, due 09/30/49		359,452
	372,000	#,C	Westpac Capital Trust IV, 5.256%, due 12/29/49		354,194
	1,220,000	@@,#,C	Woori Bank, 6.125%, due 05/03/16		1,247,016
					24,538,415

Principal Amount				Value
			Beverages: 0.1%
$	770,000	@@	Cia Brasileira de Bebidas, 8.750%, due 09/15/13	$	900,900
					900,900
			Chemicals: 0.3%
	687,000	C	Lyondell Chemical Co., 8.000%, due 09/15/14		716,198
	378,000	C	Lyondell Chemical Co., 8.250%, due 09/15/16		398,790
	260,000		Stauffer Chemical, 5.620%, due 04/15/10		217,238
	450,000		Stauffer Chemical, 5.890%, due 04/15/18		235,796
	570,000		Stauffer Chemical, 7.670%, due 04/15/17		316,601
	1,227,000		Union Carbide Corp., 7.750%, due 10/01/96		1,288,273
					3,172,896
			Diversified Financial Services: 2.7%
	1,268,000	@@,#,C,L	Aiful Corp., 4.450%, due 02/16/10		1,217,047
	218,000	@@,#,I	Alpine III, 5.925%, due 08/16/14		218,621
	218,000	@@,#,I	Alpine III, 6.325%, due 08/16/14		218,757
	328,000	@@,#,I	Alpine III, 8.125%, due 08/16/14		330,109
	560,000	@@,#,I	Alpine III, 11.375%, due 08/16/14		574,697
	1,191,617	#	Astoria Depositor Corp., 7.902%, due 05/01/21		1,247,784
	3,322,000	#	Astoria Depositor Corp., 8.144%, due 05/01/21		3,631,926
	846,881	@@,#	Brazilian Merchant Voucher Receivables Ltd., 5.911%, due 06/15/11		834,178
	643,000	C	Citigroup Capital II, 7.750%, due 12/01/36		664,887
	1,131,000	#,C	Corestates Capital Trust I, 8.000%, due 12/15/26		1,177,823
	762,000	@@	Eksportfinans A/S, 5.125%, due 10/26/11		763,743
	420,000	@@,C	Financiere CSFB NV, 5.485%, due 03/29/49		360,150
	967,000		Ford Motor Credit Co., 0.000%, due 11/29/13		970,099
	1,180,000		Ford Motor Credit Co., 8.000%, due 12/15/16		1,167,986
	492,000		Ford Motor Credit Co., 8.110%, due 01/13/12		488,130
	1,007,000		Ford Motor Credit Co., 9.824%, due 04/15/12		1,068,483
	73,000		Ford Motor Credit Co., 9.875%, due 08/10/11		78,147
	825,000	C	Fund American Cos., Inc., 5.875%, due 05/15/13		821,146
	1,227,000		General Motors Acceptance Corp., 7.250%, due 03/02/11		1,277,138
	523,000	#,C	HVB Funding Trust III, 9.000%, due 10/22/31		682,099
	515,000	C	JPM Capital Trust I, 7.540%, due 01/15/27		534,340

See Accompanying Notes to Financial Statements
69

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Diversified Financial Services (continued)
$	569,000	C	JPM Capital Trust II, 7.950%, due 02/01/27	$	592,129
	1,412,000	#,C	Mangrove Bay Pass-Through Trust, 6.102%, due 07/15/33		1,381,773
	1,131,000	@@,#	Mantis Reef Ltd., 4.799%, due 11/03/09		1,103,811
	848,000	@@,C	MUFG Capital Finance 1 Ltd., 6.346%, due 12/31/49		862,157
	485,000	@@,C	Paribas, 5.500%, due 12/31/49		418,421
	269,889	@@,#,C	Petroleum Export Ltd., 4.623%, due 06/15/10		265,774
	416,214	@@,#,C	Petroleum Export Ltd., 5.265%, due 06/15/11		405,275
	1,141,322	@@,#,C	PF Export Receivables Master Trust, 6.436%, due 06/01/15		1,164,862
	1,491,000	#,C	Piper Jaffray Equipment Trust Securities, 6.000%, due 09/10/11		1,453,725
	1,392,328	#,C	Piper Jaffray Equipment Trust Securities, 6.750%, due 04/01/11		1,385,367
	1,341,000	C	Southern Star Central Corp., 6.750%, due 03/01/16		1,344,353
	1,122,000	@@,#	TNK-BP Finance SA, 7.500%, due 07/18/16		1,196,333
	4,916,865	#	Toll Road Investors Partnership II LP, 17.590%, due 02/15/45		630,111
	430,000	#,C	Twin Reefs Pass-Through Trust, 6.350%, due 12/10/49		430,818
	807,000	@@,C,L	UFJ Finance Aruba AEC, 8.750%, due 12/31/49		852,126
	446,000	#,C	Wachovia Capital Trust V, 7.965%, due 06/01/27		466,834
					32,281,159
			Electric: 1.3%
	623,000	@@,#,I,L	Abu Dhabi National Energy Co., 6.500%, due 10/27/36		644,728
	563,000	#,C	Baltimore Gas & Electric, 6.350%, due 10/01/36		576,661
	1,532,318	C	CE Generation, LLC, 7.416%, due 12/15/18		1,605,176
	609,000	C	Cleveland Electric Illum, 5.950%, due 12/15/36		582,785
	1,404,000	C,L	Commonwealth Edison Co., 6.950%, due 07/15/18		1,450,864
	157,000	@@	Empresa Nacional de Electricidad SA, 7.325%, due 02/01/37		171,022
	1,108,000	@@,L	Empresa Nacional de Electricidad SA, 8.625%, due 08/01/15		1,306,497
	800,000	C,L	FirstEnergy Corp., 6.450%, due 11/15/11		835,115

Principal Amount				Value
$	744,000	#,C	ITC Holdings Corp., 5.875%, due 09/30/16	$	739,678
	239,000	#,C	ITC Holdings Corp., 6.375%, due 09/30/36		239,129
	631,008	#,C	Juniper Generation, LLC, 6.790%, due 12/31/14		611,480
	1,040,000	C	Nevada Power Co., 5.950%, due 03/15/16		1,043,054
	1,181,000	C	NorthWestern Corp., 5.875%, due 11/01/14		1,162,171
	525,000	#,C	Potomac Edison Co., 5.800%, due 10/15/16		527,552
	266,881	#	Power Contract Financing, LLC, 6.256%, due 02/01/10		268,419
	138,481		PPL Montana, LLC, 8.903%, due 07/02/20		152,832
	1,105,000	C	Sierra Pacific Power Co., 6.000%, due 05/15/16		1,112,936
	194,000	C	Sierra Pacific Power Co., 6.250%, due 04/15/12		197,955
	1,015,000	C	Southern Co. CAP Trust I, 8.190%, due 02/01/37		1,058,576
	805,000	C	Southern Power Co., 6.375%, due 11/15/36		790,689
	469,000	C	Toledo Edison Co., 6.150%, due 05/15/37		463,238
					15,540,557
			Energy-Alternate Sources: 0.1%
	752,884		Salton Sea Funding Corp., 7.840%, due 05/30/10		775,832
					775,832
			Food: 0.3%
	3,460,000	C	Heinz Finance Co., 6.625%, due 07/15/11		3,602,209
					3,602,209
			Gas: 0.1%
	993,000	@@,#,C	Nakilat, Inc., 6.067%, due 12/31/33		988,740
	528,000	@@,#,C	Nakilat, Inc., 6.267%, due 12/31/33		524,820
					1,513,560
			Healthcare-Products: 0.1%
	545,000	C	Boston Scientific Corp., 7.000%, due 11/15/35		544,599
					544,599
			Home Builders: 0.1%
	628,000		D.R. Horton, Inc., 5.625%, due 09/15/14		607,506
					607,506
			Insurance: 0.1%
	1,355,000	@@,C	Aegon NV, 5.413%, due 12/31/49		1,165,300
	368,000	#,C	North Front Pass-Through Trust, 5.810%, due 12/15/24		362,865
					1,528,165

See Accompanying Notes to Financial Statements
70

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Media: 0.1%
$	248,000	C	CBS Corp., 5.500%, due 05/15/33	$	206,617
	1,456,000	#,C	Charter Communications Operating, LLC, 8.375%, due 04/30/14		1,526,980
					1,733,597
			Mining: 0.1%
	1,174,000	C	Southern Copper Corp., 7.500%, due 07/27/35		1,278,823
					1,278,823
			Multi-National: 0.1%
	618,000	@@	Corp. Andina de Fomento CAF, 5.125%, due 05/05/15		595,907
					595,907
			Oil & Gas: 0.7%
	459,000	@@,#	EMP Nacional Del Petrole, 4.875%, due 03/15/14		436,659
	331,000	@@,#	Empresa Nacional de Petroleo ENAP, 6.750%, due 11/15/12		349,192
	1,139,000	@@,#,L	Gaz Capital SA, 6.212%, due 11/22/16		1,149,821
	600,000		Greater Ohio Ethanol, LLC, 0.000%, due 12/31/13		594,750
	700,000		Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		681,240
	845,000	C	Hess Corp., 7.300%, due 08/15/31		945,901
	878,000	C	Pemex Project Funding Master Trust, 6.625%, due 06/15/35		899,292
	1,003,000	#	Pemex Project Funding Master Trust, 6.660%, due 06/15/10		1,032,087
	930,000	@@,#,C	Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, due 09/30/20		893,149
	1,094,000	#	Sabine Pass LP, 7.250%, due 11/30/13		1,089,898
	688,000	#	Sabine Pass LP, 7.500%, due 11/30/16		687,140
					8,759,129
			Pipelines: 0.3%
	2,075,000	#,C	Cameron Highway Oil Pipelines, 5.860%, due 12/15/17		2,028,962
	345,000	C	Northwest Pipeline Corp., 7.000%, due 06/15/16		362,250
	460,000	C	Transcontinental Gas Pipe Line Corp., 6.400%, due 04/15/16		466,900
	491,000	#	Williams Partners LP, 7.250%, due 02/01/17		503,275
	346,000	#,C	Williams Partners LP, 7.500%, due 06/15/11		362,435
					3,723,822

Principal Amount				Value
			Real Estate Investment Trusts: 0.2%
$	162,000	C	Liberty Property LP, 6.375%, due 08/15/12	$	168,969
	532,000	C	Liberty Property LP, 7.750%, due 04/15/09		556,711
	1,287,000	#,C	Rouse Co. LP, 6.750%, due 05/01/13		1,298,907
	798,000	C	Simon Property Group LP, 5.000%, due 03/01/12		784,831
					2,809,418
			Retail: 0.2%
	954,000	C	Home Depot, Inc., 5.250%, due 12/16/13		948,268
	1,344,000	C	Home Depot, Inc., 5.875%, due 12/16/36		1,323,487
					2,271,755
			Savings & Loans: 0.0%
	465,000	C	Great Western Financial, 8.206%, due 02/01/27		484,864
					484,864
			Sovereign: 0.4%
	1,287,000		Fannie Mae, 7.250%, due 01/15/10		1,370,165
JPY	410,000,000	@@	Japan Treasury Bill, 0.490%, due 06/11/07		3,437,681
					4,807,846
			Telecommunications: 0.3%
$	1,312,000	@@,C	Rogers Wireless, Inc., 7.250%, due 12/15/12		1,397,280
	731,000	C	Sprint Capital Corp., 6.875%, due 11/15/28		733,796
	330,000	C	Sprint Nextel Corp., 6.000%, due 12/01/16		322,218
	499,000	@@,C,L	Telecom Italia Capital SA, 7.200%, due 07/18/36		522,948
	989,000	@@,C	TELUS Corp., 8.000%, due 06/01/11		1,082,517
					4,058,759
			Total Corporate Bonds/Notes (Cost $116,966,833)		117,095,295
U.S. GOVERNMENT AGENCY OBLIGATIONS: 8.6%
			Federal Home Loan Bank: 0.4%
	1,840,000		5.000%, due 10/02/09		1,841,963
	890,000	L	5.375%, due 08/19/11		906,144
	1,786,000	L	5.625%, due 06/13/16		1,841,479
					4,589,586
			Federal Home Loan Mortgage Corporation: 3.0%
	190,532	C	4.500%, due 12/15/16		187,071
	2,072,000	C	4.500%, due 02/15/20		1,933,991
	2,267,940	C	5.000%, due 08/15/16		2,235,876
	1,441,000	C	5.000%, due 12/15/17		1,414,862
	948,000	C	5.000%, due 05/15/20		919,345
	2,280,991	C	5.000%, due 08/15/21		2,255,068
	2,410,000	C	5.000%, due 04/15/23		2,307,096
	388,235		5.042%, due 04/01/35		381,058
	2,071,000	L	5.125%, due 04/18/08		2,071,118

See Accompanying Notes to Financial Statements
71

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Federal Home Loan Mortgage Corporation (continued)
$	499,000		5.125%, due 04/18/11	$	502,936
	26,000	C	5.150%, due 01/24/11		26,019
	3,679,000	C	5.500%, due 04/24/09		3,679,879
	4,289,649	C	5.500%, due 08/15/20		4,127,272
	351		5.500%, due 05/01/23		349
	543,581		5.500%, due 06/01/36		538,308
	1,771,000		5.750%, due 06/27/16		1,846,592
	7,896,975	C	6.000%, due 01/15/29		7,967,401
	323,719		6.500%, due 11/01/28		332,223
	67,267		6.500%, due 12/01/31		68,866
	3,567,000	L	6.625%, due 09/15/09		3,717,317
					36,512,647
			Federal National Mortgage Association: 4.9%
	137,000		4.500%, due 11/15/36		128,395
	676,000	W	4.500%, due 01/00/00		652,129
	800,084		4.606%, due 08/01/35		784,180
	924,035	C	4.750%, due 12/25/42		918,802
	2,053,459		4.806%, due 08/01/35		2,026,685
	1,853,000	L	4.875%, due 12/15/16		1,835,839
	14,171,000	W	5.000%, due 01/12/36		13,683,872
	1,388,925		5.000%, due 02/25/29		1,370,316
	4,634,000	L	5.250%, due 08/01/12		4,662,110
	2,208,000		5.250%, due 09/15/16		2,252,169
	1,853,000		5.500%, due 05/25/30		1,822,586
	1,475,840		5.500%, due 11/01/32		1,461,560
	7,785,651		5.500%, due 11/01/33		7,709,514
	508,611		5.500%, due 06/01/36		503,048
	538,827		5.500%, due 07/01/36		532,934
	489,088		5.500%, due 10/01/36		480,606
	2,782,000	C	5.600%, due 03/29/11		2,782,938
	90,703		6.000%, due 06/01/16		92,081
	460,321		6.000%, due 07/01/16		467,316
	157,868		6.000%, due 08/01/16		160,267
	116,050		6.000%, due 10/01/16		117,814
	500,575		6.000%, due 03/01/17		508,087
	213,360		6.000%, due 04/01/17		216,562
	324,932		6.000%, due 06/01/17		329,808
	62,005		6.000%, due 09/01/17		62,936
	78,932		6.000%, due 10/01/17		80,116
	311,808		6.000%, due 11/01/17		316,546
	313,437		6.000%, due 12/01/17		318,140
	289,635		6.000%, due 12/01/18		293,851
	4,207,156		6.000%, due 07/25/29		4,260,343
	2,278,535		6.000%, due 04/25/31		2,321,974
	2,458,711		6.500%, due 04/01/30		2,522,590
	112,641		7.000%, due 06/01/29		116,227
	823		7.000%, due 08/01/29		848
	6,064		7.000%, due 10/01/29		6,253
	179,009		7.000%, due 11/01/29		184,605
	84,704		7.000%, due 01/01/30		87,352
	150,562		7.000%, due 03/01/30		155,268
	91,424		7.000%, due 01/01/31		94,163
	1,238,951		7.000%, due 06/01/31		1,279,380
	214,383		7.000%, due 08/01/31		220,671
	12,225		7.000%, due 10/01/31		12,583
	54,956		7.000%, due 01/01/32		56,567
	8,445		7.000%, due 04/01/32		8,690
	17,620		7.000%, due 05/01/32		18,131
	41,338		7.000%, due 07/01/32		42,537
	4,247	I	7.125%, due 07/01/27		4,319
	28,066	I	7.180%, due 07/01/27		28,715

Principal Amount				Value
$	14,919		7.500%, due 11/01/29	$	15,575
	141,046		7.500%, due 10/01/30		146,915
	111,401		7.500%, due 11/01/30		116,037
	727,958	C	7.500%, due 01/25/48		754,089
					59,025,039
			Government National Mortgage Association: 0.3%
	37,375		5.125%, due 12/20/29		37,433
	136,929		5.375%, due 04/20/28		138,173
	164,282		6.500%, due 10/15/31		168,882
	499,355		7.000%, due 09/15/24		515,952
	840,931		7.000%, due 10/15/24		868,954
	145,366		7.000%, due 11/15/24		150,192
	1,324,190		7.500%, due 12/15/23		1,381,359
					3,260,945
			Total U.S. Government Agency Obligations (Cost $104,419,719)		103,388,217
U.S. TREASURY OBLIGATIONS: 1.2%
			U.S. Treasury Bonds: 0.2%
	852,000	L	4.500%, due 11/30/11		844,679
	900,000	L	4.500%, due 02/15/36		856,126
	838,000	L	4.625%, due 11/15/16		832,763
					2,533,568
			Treasury Inflation Protected Securities: 0.5%
	2,038,000		2.000%, due 01/15/16		2,001,374
	3,973,000	L	2.375%, due 04/15/11		4,024,481
					6,025,855
			U.S. Treasury Notes: 0.3%
	2,856,000	L	4.625%, due 11/30/08		2,846,518
	799,000	L	4.625%, due 11/15/09		796,753
					3,643,271
			U.S. Treasury STRIP: 0.2%
	7,438,000	L	Discount Note, due 02/15/36		1,884,722
					1,884,722
			Total U.S. Treasury Obligations (Cost $14,130,460)		14,087,416
ASSET-BACKED SECURITIES: 1.2%
			Automobile Asset-Backed Securities: 0.1%
	182,000	C	AmeriCredit Automobile Receivables Trust, 4.220%, due 07/06/09		180,677
	1,201	C	Honda Auto Receivables Owner Trust, 2.790%, due 03/16/09		1,190
	650,605	C	Nissan Auto Receivables Owner Trust, 2.050%, due 03/16/09		643,980
	437,406	C	Nissan Auto Receivables Owner Trust, 2.610%, due 07/15/08		434,180
					1,260,027

See Accompanying Notes to Financial Statements
72

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Credit Card Asset-Backed Securities: 0.0%
$	12,000	C	Bank One Issuance Trust, 4.540%, due 09/15/10	$	11,891
	12,000	C	MBNA Credit Card Master Note Trust, 4.950%, due 06/15/09		12,008
					23,899
			Home Equity Asset-Backed Securities: 0.6%
	1,013,100	C	Bayview Financial Revolving Mortgage Loan Trust, 5.850%, due 09/28/43		1,014,109
	4,707,000	C	GSAA Trust, 5.242%, due 06/25/34		4,655,587
	850,000	C	GSAA Trust, 6.040%, due 07/25/36		858,235
	153,044	+,C	Merrill Lynch Mortgage Investors, Inc., 5.710%, (step rate 6.040%), due 07/25/34		153,568
	1,000	+,C	Renaissance Home Equity Loan Trust, 4.456%, (step rate 4.956%), due 05/25/35		991
					6,682,490
			Other Asset-Backed Securities: 0.5%
	160,707	C	Amortizing Residential Collateral Trust, 5.850%, due 05/25/32		160,958
	79,000	C	Caterpillar Financial Asset Trust, 5.590%, due 02/25/09		78,988
	4,008	C	Chase Funding Mortgage Loan, 4.045%, due 05/25/33		3,955
	144,872	+,C	Chase Funding Mortgage Loan, 5.650%, (step rate 5.920%), due 07/25/33		145,261
	98,125	C	Citigroup Mortgage Loan Trust, Inc., 5.470%, due 02/25/35		98,199
	4,000	C	Countrywide Asset-Backed Certificates, 4.493%, due 02/25/36		3,965
	761,000	C	Countrywide Asset-Backed Certificates, 5.683%, due 10/25/46		760,763
	104,000	C	Countrywide Asset-Backed Certificates, 5.689%, due 10/25/46		104,228
	1,583,000	+,C	Credit-Based Asset Servicing and Securitization, 5.501%, (step rate 6.001%), due 12/25/36		1,579,495
	748,000	C	Equity One, Inc., 5.050%, due 09/25/33		737,991
	242,534	+,C	Fannie Mae Grantor Trust, 5.490%, (step rate 5.600%), due 04/25/35		242,906

Principal Amount				Value
$	719,000	+,C	Merrill Lynch Mortgage Investors, Inc., 5.609%, (step rate 6.109%), due 03/25/37	$	718,099
	543	C	Popular Mortgage Pass-Through Trust, 3.735%, due 12/25/34		542
	8,000	C	Popular Mortgage Pass-Through Trust, 4.000%, due 12/25/34		7,919
	3,000	C	Popular Mortgage Pass-Through Trust, 4.596%, due 11/25/35		2,972
	796,000	+,C	Renaissance Home Equity Loan Trust, 5.608%, (step rate 6.108%) due 05/25/36		795,965
	96,723	C	Residential Asset Mortgage Products, Inc., 5.660%, due 06/25/33		96,831
	1,082,132	+,C	Structured Asset Securities Corp., 6.000%, (step rate 6.500%), due 03/25/34		1,079,725
					6,618,762
			Total Asset-Backed Securities (Cost $14,669,950)		14,585,178
COLLATERALIZED MORTGAGE OBLIGATIONS: 8.9%
	60,000	C	Banc of America Commercial Mortgage, Inc., 4.429%, due 11/10/39		57,997
	10,000	C	Banc of America Commercial Mortgage, Inc., 4.502%, due 07/10/42		9,708
	10,000	C	Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		9,888
	10,000	C	Banc of America Commercial Mortgage, Inc., 4.877%, due 11/10/42		9,900
	10,000	C	Banc of America Commercial Mortgage, Inc., 4.891%, due 07/10/45		9,834
	204,325	C	Banc of America Commercial Mortgage, Inc., 5.363%, due 07/10/46		205,258
	516,000	C	Banc of America Commercial Mortgage, Inc., 5.463%, due 09/10/47		515,568
	377,404	C	Banc of America Commercial Mortgage, Inc., 5.685%, due 07/10/44		380,574

See Accompanying Notes to Financial Statements
73

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount						Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	160,000	C			Banc of America Commercial Mortgage, Inc., 6.186%, due 06/11/35	$	166,497
	1,723,141	C			Banc of America Funding Corp., 5.281%, due 09/20/35		1,695,274
	2,713,530	C			Banc of America Funding Corp., 5.750%, due 09/20/34		2,700,546
	892,922	C			Banc of America Funding Corp., 5.858%, due 05/20/36		891,414
	1,176,000	C			Banc of America Mortgage Securities, 4.147%, due 07/25/34		1,145,189
	1,047,373	C			Banc of America Mortgage Securities, 5.181%, due 09/25/35		1,030,435
	905,502	C			Banc of America Mortgage Securities, 5.250%, due 11/25/19		896,295
	857,712	C			Banc of America Mortgage Securities, 5.500%, due 11/25/33		845,352
	1,935,125	C			Banc of America Mortgage Securities, 5.500%, due 06/25/35		1,923,267
	165,596	C			Bank of America Alternative Loan Trust, 6.500%, due 04/25/36		167,718
	2,461,374	C			Bank of America Alternative Loan Trust, 6.500%, due 05/25/46		2,490,661
	312,614		+,	C	Bear Stearns Alternative-A Trust, 5.670%, (step rate 5.960%), due 07/25/34		313,009
	7,000	C			Bear Stearns Commercial Mortgage Securities, 3.880%, due 08/13/39		6,801
	26,000	C			Bear Stearns Commercial Mortgage Securities, 4.030%, due 02/13/46		25,158
	1,427,000	C			Bear Stearns Commercial Mortgage Securities, 4.170%, due 01/12/41		1,396,435
	126,708	C			Bear Stearns Commercial Mortgage Securities, 5.294%, due 09/11/41		126,844
	1,000	C			Capco America Securitization Corp., 6.460%, due 10/15/30		1,019
	2,060,000	C			Chase Manhattan Bank-First Union National Bank, 7.439%, due 08/15/31		2,154,868
	2,512,343	C			Chase Mortgage Finance Corp., 5.414%, due 12/25/35		2,480,939
	1,548,924	C			Chase Mortgage Finance Corp., 5.500%, due 11/25/35		1,538,724

Principal Amount				Value
$	190,000	C	Citigroup Commercial Mortgage Trust, 4.639%, due 05/15/43	$	186,464
	361,192	C	Citigroup Commercial Mortgage Trust, 5.720%, due 03/15/49		366,034
	189,197	C	Citigroup Mortgage Loan Trust, Inc., 5.949%, due 06/25/36		189,729
	2,846,696	C	Citigroup Mortgage Loan Trust, Inc., 6.000%, due 11/25/35		2,847,986
	15,000	C	Commercial Mortgage Pass-Through Certificates, 3.600%, due 03/10/39		14,533
	27,928	C	Countrywide Alternative Loan Trust, 5.416%, due 10/25/35		27,579
	2,211,834	C	Countrywide Alternative Loan Trust, 5.500%, due 02/25/25		2,203,086
	782,739	C	Countrywide Alternative Loan Trust, 5.638%, due 11/25/46		782,739
	208,729	C	Countrywide Alternative Loan Trust, 5.650%, due 02/25/35		208,930
	106,385	C	Countrywide Alternative Loan Trust, 6.000%, due 05/25/36		107,121
	1,112,867	C	Credit Suisse First Boston Mortgage Securities Corp., 3.727%, due 03/15/35		1,075,566
	423,423	C	Credit Suisse First Boston Mortgage Securities Corp., 3.819%, due 05/15/36		405,512
	32,000	C	Credit Suisse First Boston Mortgage Securities Corp., 3.861%, due 03/15/36		31,325
	10,000	C	Credit Suisse First Boston Mortgage Securities Corp., 4.321%, due 01/15/37		9,673
	10,000	C	Credit Suisse First Boston Mortgage Securities Corp., 4.801%, due 03/15/36		9,749
	8,000	C	Credit Suisse First Boston Mortgage Securities Corp., 7.544%, due 04/15/62		8,620
	353,755	C	Credit Suisse Mortgage Capital Certificates, 4.991%, due 06/15/38		351,313
	1,500,611	C	Credit Suisse Mortgage Capital Certificates, 7.000%, due 08/25/36		1,521,209
	40,652	C	DLJ Commercial Mortgage Corp., 6.240%, due 11/12/31		41,121

See Accompanying Notes to Financial Statements
74

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	115,000	C	DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32	$	119,495
	1,122,049	C	First Horizon Alternative Mortgage Securities, 5.500%, due 08/25/35		1,107,872
	617,710	C	First Horizon Asset Securities, Inc., 5.390%, due 10/25/35		613,364
	932,051	C	First Horizon Asset Securities, Inc., 5.500%, due 12/25/35		924,737
	1,500,000	C	First Union National Bank Commercial Mortgage, 6.663%, due 01/12/43		1,574,675
	896,788	C	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39		878,629
	1,000	C	GE Capital Commercial Mortgage Corp., 4.865%, due 07/10/39		985
	282,185	C	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		284,087
	1,664,990	C	GMAC Mortgage Corp. Loan Trust, 4.604%, due 10/19/33		1,614,813
	1,901,304	C	GMAC Mortgage Corp. Loan Trust, 5.265%, due 03/18/35		1,870,556
	870,000	C	Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37		867,450
	300,000	C	Greenwich Capital Commercial Funding Corp., 5.912%, due 07/10/38		308,588
	684,000	C	GS Mortgage Securities Corp. II, 5.626%, due 04/10/38		693,032
	548,228	#,C	GSMPS Mortgage Loan Trust, 5.700%, due 01/25/35		550,801
	954,721	#,C	GSMPS Mortgage Loan Trust, 5.720%, due 04/25/36		957,171
	440,423	+, C	Harborview Mortgage Loan Trust, 5.700%, (step rate 6.020%), due 01/19/35		442,532
	522,799	+, C	Homebanc Mortgage Trust, 5.780%, (step rate 6.180%), due 08/25/29		523,656
	327,566		JP Morgan Alternative Loan Trust, 5.515%, due 01/25/36		326,150
	62,348,969	C	JP Morgan Chase Commercial Mortgage Securities Corp., 0.070%, due 01/12/43		155,180

Principal Amount				Value
$	15,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.223%, due 01/15/42	$	14,596
	1,000,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.262%, due 08/12/40		981,197
	475,734	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.275%, due 01/12/37		464,088
	116,332	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.338%, due 05/12/45		116,572
	152,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.455%, due 05/15/47		152,167
	304,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.495%, due 05/15/47		303,644
	168,493	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.833%, due 04/15/45		170,583
	877,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.861%, due 04/15/45		901,280
	4,300,680	C	JP Morgan Mortgage Trust, 5.408%, due 11/25/35		4,246,922
	258,000	C	LB-UBS Commercial Mortgage Trust, 4.547%, due 08/15/29		251,842
	1,000	C	LB-UBS Commercial Mortgage Trust, 4.567%, due 06/15/29		986
	288,000	C	LB-UBS Commercial Mortgage Trust, 4.583%, due 08/15/29		280,851
	776,000	C	LB-UBS Commercial Mortgage Trust, 4.821%, due 04/15/30		766,543
	231,000	C	LB-UBS Commercial Mortgage Trust, 4.836%, due 02/15/40		222,125
	250,000	C	LB-UBS Commercial Mortgage Trust, 4.885%, due 09/15/30		247,747
	10,000	C	LB-UBS Commercial Mortgage Trust, 4.998%, due 04/15/30		9,893
	340,000	C	LB-UBS Commercial Mortgage Trust, 5.103%, due 11/15/30		338,955
	170,000	C	LB-UBS Commercial Mortgage Trust, 5.207%, due 02/15/31		169,456
	620,000	C	LB-UBS Commercial Mortgage Trust, 5.227%, due 04/15/40		615,450

See Accompanying Notes to Financial Statements
75

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	357,769	C	LB-UBS Commercial Mortgage Trust, 5.741%, due 06/15/32	$	362,646
	776,000	C	LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		810,485
	3,000,000	C	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		3,178,869
	927,000		MASTR Alternative Loans Trust, Discount Note, due 04/12/42		927,000
	2,290,589	C	MASTR Alternative Loans Trust, 5.500%, due 01/25/20		2,287,194
	162,369	C	MASTR Alternative Loans Trust, 6.500%, due 05/25/33		163,061
	515,428	C	MASTR Alternative Loans Trust, 8.500%, due 05/25/33		520,773
	14,393,560	#,C	Merrill Lynch Mortgage Trust, 0.193%, due 11/12/35		114,620
	213,000	C	Merrill Lynch Mortgage Trust, 5.660%, due 05/12/39		217,640
	375,000	C	Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.439%, due 02/12/39		377,749
	209,353	+, C	MLCC Mortgage Investors, Inc., 5.670%, (step rate 5.960%), due 01/25/29		209,600
	360,000	C	Morgan Stanley Capital I, 4.827%, due 06/12/47		353,571
	160,000	C	Morgan Stanley Capital I, 5.007%, due 01/14/42		158,298
	1,074,334	C	Morgan Stanley Capital I, 5.490%, due 07/12/44		1,082,393
	1,010,000	C	Morgan Stanley Capital I, 5.741%, due 08/12/41		1,033,406
	1,314,167	C	Morgan Stanley Dean Witter Capital I, 4.180%, due 03/12/35		1,270,360
	1,790,970	C	Mortgage Capital Funding, Inc., 6.663%, due 03/18/30		1,806,264
	176,817	C	MortgageIT Trust, 5.690%, due 11/25/35		177,037
	168,259	C	Prudential Commercial Mortgage Trust, 3.669%, due 02/11/36		161,645
	600,000	C	Prudential Securities Secured Financing Corp., 6.649%, due 07/15/08		609,895
	1,173,479	C	RAAC Series, 5.250%, due 09/25/34		1,159,708
	861,959	C	RAST 2006-A10 A5, 6.500%, due 09/25/36		867,273

Principal Amount				Value
$	205,240	+,C	Sequoia Mortgage Trust, 5.620%, (step rate 5.860%), due 01/20/35	$	205,673
	6,734	C	Structured Adjustable Rate Mortgage Loan Trust, 5.660%, due 07/25/35		6,765
	371,123	+,C	Structured Asset Mortgage Investments, Inc., 5.590%, (step rate 5.800%), due 04/19/35		371,939
	70,000	C	Wachovia Bank Commercial Mortgage Trust, 5.223%, due 07/15/42		69,972
	347,905	C	Wachovia Bank Commercial Mortgage Trust, 5.726%, due 06/15/45		351,239
	370,000	C	Wachovia Bank Commercial Mortgage Trust, 5.935%, due 06/15/45		379,911
	324,706	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.000%, due 12/25/18		318,108
	3,834,986	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.678%, due 09/25/46		3,837,784
	89,326	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.728%, due 05/25/46		89,403
	735,288	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.750%, due 02/25/36		737,997
	784,000	+,C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.764%, (step rate 6.264%), due 10/25/36		778,296
	1,241,987	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 6.000%, due 07/25/36		1,242,321
	867,000	+,C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 6.081%, (step rate 6.581%), due 09/25/36		867,724
	213,027	C	Washington Mutual, Inc., 5.600%, due 01/25/45		213,459
	940,351	C	Washington Mutual, Inc., 5.638%, due 10/25/46		940,682

See Accompanying Notes to Financial Statements
76

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	649,802	C	Washington Mutual, Inc., 5.660%, due 01/25/45	$	651,373
	120,921	+,C	Washington Mutual, Inc., 5.795%, (step rate 6.160%), due 06/25/44		121,411
	1,799,272	C	Washington Mutual, Inc., 6.000%, due 06/25/34		1,799,836
	1,445,000	C	Wells Fargo Mortgage-Backed Securities Trust, 3.499%, due 06/25/35		1,407,867
	1,059,000	C	Wells Fargo Mortgage-Backed Securities Trust, 4.109%, due 06/25/35		1,035,143
	2,225,000	C	Wells Fargo Mortgage-Backed Securities Trust, 4.500%, due 08/25/18		2,111,655
	2,667,538	C	Wells Fargo Mortgage-Backed Securities Trust, 5.387%, due 08/25/35		2,632,318
	1,168,794	C	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 12/25/35		1,145,053
	1,750,314	C	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 01/25/36		1,712,026
	2,454,177	C	Wells Fargo Mortgage-Backed Securities Trust, 5.690%, due 12/25/36		2,443,047
	2,799,998	C	Wells Fargo Mortgage-Backed Securities Trust, 5.989%, due 10/25/36		2,806,116
	273,320	C	Wells Fargo Mortgage-Backed Securities Trust, 6.000%, due 06/25/36		273,458
	1,885,694	C	Wells Fargo Mortgage-Backed Securities Trust, 6.001%, due 11/25/36		1,889,814
			Total Collateralized Mortgage Obligations (Cost $106,521,344)		105,942,008
MUNICIPAL BONDS: 0.4%
			California: 0.1%
	900,000	C	City of San Diego, 7.125%, due 06/01/32		927,981
					927,981
			Louisiana: 0.2%
	1,700,000	#,C	Tulane University of Louisiana, 6.174%, due 11/15/12		1,700,000
					1,700,000

Principal
Amount

Value

Michigan: 0.1%

1,570,000

Michigan Tobacco
Settlement Finance
Authority, 7.309%,
due 06/01/34

1,629,629

1,629,629

Total Municipal Bonds
(Cost $4,185,552)

4,257,610

OTHER BONDS: 0.3%

Foreign Government Bonds: 0.3%

ARS

4,422,200

Argentina Bonos,
Discount Note,
due 09/30/14

1,592,111

TRY

2,945,000

Turkey Government
International Bond,
21.280%, due 08/13/08

1,523,209

Total Other Bonds
(Cost $2,997,433)

3,115,320

Total Long-Term
Investments
(Cost $1,085,035,643)

1,158,165,990

SHORT-TERM INVESTMENTS: 14.3%

Mutual Fund: 3.4%

40,000,000

ING Institutional Prime
Money Market Fund

40,000,000

Total Mutual Fund
(Cost $40,000,000)

40,000,000

		Repurchase Agreement: 0.9%
	11,096,000	Deutsche Bank Repurchase Agreement dated 12/29/06, 5.250%, due 01/02/07, $11,102,473 to be received upon repurchase (Collateralized by $11,226,000 Federal Home Loan Mortgage Corporation, 5.125%, Market Value plus accrued interest $11,318,653, due 10/24/07	11,096,000
Total Repurchase Agreement (Cost $11,096,000)			11,096,000
		Securities Lending Collateral^CC: 10.0%
	119,642,157	The Bank of New York Institutional Cash Reserves Fund	119,642,157
Total Securities Lending Collateral (Cost $119,642,157)			119,642,157
Total Short-Term Investments (Cost $170,738,157)			170,738,157

Total Investments in Securities (Cost $1,255,773,800)*	111.2	%	$	1,328,904,147
Other Assets and Liabilities - Net	(11.2	)		(134,292,068	)
Net Assets	100.0	%	$	1,194,612,079

See Accompanying Notes to Financial Statements
77

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

@ Non-income producing security

@@ Foreign Issuer

STRIP Separate Trading of Registered Interest and Principal of Securities

MASTR Mortgage Asset Securitization Transaction, Inc.

+ Step-up basis bonds. Interest rates shown reflect current and future coupon rates.

# Securities with purchases pursuant to Rule 144A, under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. These securities have been determined to be liquid under the guidelines established by the Funds' Board of Directors/Trustees.

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

I Illiquid security

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

ARS Argentine Peso

JPY Japanese Yen

TRY Turkish Lira

** Investment in affiliate

* Cost for federal income tax purposes is $1,266,053,534.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	74,423,934
Gross Unrealized Depreciation		(11,573,321	)
Net Unrealized Appreciation	$	62,850,613

ING VP Balanced Portfolio Credit Default Swap Agreements Outstanding on December 31, 2006:

Counterparty

Reference
Entity/Obligation

Buy/Sell
Protection

(Pay)/Receive
Fixed Rate

Termination
Date

Notional
Amount

Unrealized
Appreciation/
(Depreciation)

Morgan Stanley

Capital Services Inc.

Domtar Inc. 7.875% due 10/15/2011

Buy

(2.65

9/20/11

USD

543,500

(23,687

)

UBS AG

Domtar Inc. 7.875% due 10/15/2011

Sell

2.60

9/20/11

USD

542,000

20,692

Citibank N.A., New York Dow Jones CDX.NA.IG.6 Index

(3-7% Tranche)

Buy

(4.66)%

6/20/16

USD994,250

(42,232)

Citibank N.A., New York Dow Jones CDX.NA.IG.6 Index

(7-10% Tranche)

Sell

1.0025%

6/20/16

USD2,952,000

1,374

Citibank N.A., New York

Dow Jones CDX.NA.XO.7 Index

Buy

(1.65)%

12/20/11

USD4,111,000

(10,675)

Citibank N.A., New York Entergy Corporation 7.75%

due 12/15/2009

Sell

0.38%

12/20/11

USD1,816,000

4,128

Citibank N.A., New York Glitnir Banki HF Floating Rate

Note due 1/27/2010

Buy

(0.60)%

9/20/11

USD1,025,000

(11,681)

UBS AG Glitnir Banki HF Floating Rate

Note due 1/27/2010

Buy

(0.61)%

9/20/11

USD1,025,000

(13,401)

Morgan Stanley Capital Services Inc.

H.J. Heinz Co.6% due 3/15/2008

Buy

(0.35)%

9/20/11

USD3,075,000

(3,703)

Morgan Stanley Capital Services Inc.

H.J. Heinz Co.6% due 3/15/2008

Buy

(0.41)%

9/20/11

USD3,587,500

(13,425)

Morgan Stanley Capital Services Inc.

HCA Inc. LN Tranche Number: LN300285

Buy

(1.70)%

12/20/11

USD953,000

(19,442)

Barclays Bank PLC

Kinder Morgan Inc. 6.5% due 9/1/2012

Sell

1.70

9/20/11

USD

217,000

4,968

Merrill Lynch International

Kinder Morgan Inc. 6.5% due 9/1/2012

Buy

(1.90)%

9/20/11

USD542,000

(17,407)

UBS AG

Kinder Morgan Inc. 6.5% due 9/1/2012

Buy

(1.90

9/20/11

USD

542,000

(18,104

)

UBS AG Rogers Wireless Inc. 7.25%

due 12/15/2012

Sell

1.30%

9/20/11

USD1,121,000

35,910

UBS AG Russian Federation 5% Step

due 3/31/2030

Sell

0.31%

8/20/07

USD4,485,000

8,531

UBS AG Russian Federation 5% Step

due 3/31/2030

Sell

0.24%

8/20/07

USD2,104,000

290

Citibank N.A., New York

Telus Corporation 8% due 6/1/2011

Sell

0.45%

12/20/11

USD180,000

412

Goldman Sachs International

Telus Corporation 8% due 6/1/2011

Sell

0.47%

12/20/11

USD963,000

4,094

Citibank N.A., New York United States Steel Corporation 9.75%

due 5/15/2010

Buy

(1.70)%

12/20/16

USD202,000

(2,284)

Citibank N.A., New York United States Steel Corporation 9.75%

due 5/15/2010

Buy

(1.68)%

12/20/16

USD278,000

(2,739)

UBS AG

XL Capital Ltd. 5.25% due 9/15/2014

Buy

(0.61

9/20/16

USD

1,025,000

(22,944

)

UBS AG

XL Capital Ltd. 5.25% due 9/15/2014

Buy

(0.61

9/20/16

USD

2,050,000

(45,888

)

(167,213

)

See Accompanying Notes to Financial Statements
78

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2006

ING VP Balanced Portfolio Open Futures Contracts on December 31, 2006

Contract Description	Number of Contracts		Notional Market Value ($)			Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
MidCap400		2		811,300		3/15/07	$	(10,501	)
S&P 500		1		357,100		3/15/07		776
U.S. Treasury 2-Year Note		380		77,531,879		3/30/07		(282,413	)
U.S. Treasury 5-Year Note		147		15,444,188		3/30/07		(195,056	)
							$	(487,194	)
Short Contracts
90-Day Eurodollar		376		(88,999,200	)	3/19/07	$	22,282
U.S. Treasury 10-Year Note		76		(8,167,625	)	3/21/07		89,882
U.S. Treasury Long Bond		44		(4,903,250	)	3/21/07		87,238
							$	199,402

See Accompanying Notes to Financial Statements
79

PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 95.4%
			Agriculture: 2.6%
	931,350		Altria Group, Inc.	$	79,928,457
					79,928,457
			Apparel: 0.7%
	493,600	@,L	Coach, Inc.		21,205,056
					21,205,056
			Banks: 7.3%
	1,450,700		Bank of America Corp.		77,452,873
	986,950		Bank of New York Co., Inc.		38,856,222
	424,350		Capital One Financial Corp.		32,598,567
	1,324,450		US Bancorp.		47,931,846
	853,100		Wells Fargo & Co.		30,336,236
					227,175,744
			Beverages: 1.1%
	538,805		PepsiCo, Inc.		33,702,253
					33,702,253
			Biotechnology: 0.8%
	381,900	@	Genzyme Corp.		23,517,402
					23,517,402
			Chemicals: 1.0%
	425,050		Air Products & Chemicals, Inc.		29,872,514
					29,872,514
			Computers: 3.6%
	112,500	@,L	CACI International, Inc.		6,356,250
	1,134,700		Hewlett-Packard Co.		46,738,293
	274,300		International Business Machines Corp.		26,648,245
	149,450	@	Isilon Systems, Inc.		4,124,820
	1,019,150	@@,L	Seagate Technology, Inc.		27,007,475
					110,875,083
			Cosmetics/Personal Care: 2.3%
	1,104,896		Procter & Gamble Co.		71,011,666
					71,011,666
			Diversified Financial Services: 8.1%
	1,582,300		Citigroup, Inc.		88,134,110
	983,506	L	Countrywide Financial Corp.		41,749,830
	1,169,917	@,L	E*Trade Financial Corp.		26,229,539
	90,100		Franklin Resources, Inc.		9,926,317
	47,700		Goldman Sachs Group, Inc.		9,508,995
	724,500		JPMorgan Chase & Co.		34,993,350
	342,700		Merrill Lynch & Co., Inc.		31,905,370
	643,000	@,L	TD Ameritrade Holding Corp.		10,403,740
					252,851,251
			Electric: 1.3%
	1,803	@	Dynegy, Inc.		13,054
	1,305,777	@,L	Mirant Corp.		41,223,380
					41,236,434
			Electrical Components & Equipment: 1.7%
	763,800		Emerson Electric Co.		33,675,942
	433,500	@,L	General Cable Corp.		18,948,285
					52,624,227

Shares				Value
			Electronics: 1.3%
	2,302,500	@,@@,L	Flextronics International Ltd.	$	26,432,700
	300,000	@	Thomas & Betts Corp.		14,184,000
					40,616,700
			Engineering & Construction: 1.2%
	2,080,700	@@,L	ABB Ltd. ADR		37,410,986
					37,410,986
			Entertainment: 1.5%
	673,400		International Game Technology		31,111,080
	706,400	L	Regal Entertainment Group		15,060,448
					46,171,528
			Healthcare-Products: 3.5%
	288,100		Baxter International, Inc.		13,364,959
	799,800		Johnson & Johnson		52,802,796
	1,169,600	@	St. Jude Medical, Inc.		42,760,576
					108,928,331
			Healthcare-Services: 0.8%
	553,500		Aetna, Inc.		23,900,130
					23,900,130
			Household Products/Wares: 0.9%
	452,600		Clorox Co.		29,034,290
					29,034,290
			Insurance: 6.0%
	1,006,800		American International Group, Inc.		72,147,288
	758,400	L	AON Corp.		26,801,856
	668,800	L	Metlife, Inc.		39,465,888
	664,650		St. Paul Travelers Cos., Inc.		35,685,059
	293,250		Stancorp Financial Group, Inc.		13,210,913
					187,311,004
			Internet: 1.0%
	65,200	@	Google, Inc.		30,023,296
					30,023,296
			Investment Companies: 2.6%
	2,276,583	@,@@	KKR Private Equity Investors LP		52,019,922
	785,000	L	Utilities Select Sector SPDR		28,825,200
					80,845,122
			Iron/Steel: 1.2%
	420,600		Allegheny Technologies, Inc.		38,140,008
					38,140,008
			Lodging: 0.3%
	210,900	L	Boyd Gaming Corp.		9,555,879
					9,555,879
			Media: 2.3%
	2,398,200		News Corp., Inc.		51,513,336
	540,000		Walt Disney Co.		18,505,800
					70,019,136

See Accompanying Notes to Financial Statements
80

PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Metal Fabricate/Hardware: 0.8%
	328,400	L	Precision Castparts Corp.	$	25,707,152
					25,707,152
			Mining: 1.2%
	388,600	L	Freeport-McMoRan Copper & Gold, Inc.		21,656,678
	73,900	@@,L	Rio Tinto PLC ADR		15,703,011
					37,359,689
			Miscellaneous Manufacturing: 5.4%
	584,700		Cooper Industries Ltd.		52,874,421
	173,800	L	Dover Corp.		8,519,676
	2,177,726		General Electric Co.		81,033,184
	498,100		Roper Industries, Inc.		25,024,544
					167,451,825
			Oil & Gas: 7.2%
	1,583,500		ExxonMobil Corp.		121,343,605
	832,250	@	Newfield Exploration Co.		38,241,888
	518,100	@,L	Plains Exploration & Production Co.		24,625,293
	795,600	L	Rowan Cos., Inc.		26,413,920
	387,000	@,L	Southwestern Energy Co.		13,564,350
					224,189,056
			Oil & Gas Services: 1.8%
	620,404	L	Schlumberger Ltd.		39,184,717
	387,000	@,L	Weatherford International Ltd.		16,172,730
					55,357,447
			Pharmaceuticals: 7.1%
	846,850		Abbott Laboratories		41,250,064
	890,000		Caremark Rx, Inc.		50,827,900
	161,399	@	Gilead Sciences, Inc.		10,479,637
	722,940	@,L	Medco Health Solutions, Inc.		38,633,914
	1,634,874		Pfizer, Inc.		42,343,237
	708,500		Wyeth		36,076,820
					219,611,572
			Retail: 4.6%
	577,700		Best Buy Co., Inc.		28,417,063
	1,371,700	L	CVS Corp.		42,399,247
	452,600	L	Home Depot, Inc.		18,176,416
	2,056,550	L	Staples, Inc.		54,909,885
					143,902,611
			Semiconductors: 3.0%
	3,522,700		Intel Corp.		71,334,670
	1,904,586	@@	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		20,817,125
					92,151,795
			Software: 4.8%
	610,000	@,L	Activision, Inc.		10,516,400
	506,550	@@	Infosys Technologies Ltd. ADR		27,637,368
	3,760,532		Microsoft Corp.		112,289,486
					150,443,254

Shares				Value
			Telecommunications: 6.4%
	2,355,400	L	AT&T, Inc.	$	84,205,550
	441,200	@	Cisco Systems, Inc.		12,057,996
	2,534,300		Motorola, Inc.		52,105,208
	750,900		Qualcomm, Inc.		28,376,511
	615,000		Verizon Communications, Inc.		22,902,600
					199,647,865
			Total Common Stock (Cost $2,516,186,591)		2,961,778,763

Principal Amount				Value
SHORT-TERM INVESTMENTS: 15.1%

Mutual Fund: 4.4%

138,000,000

ING Institutional Prime
Money Market Fund

138,000,000

Total Mutual Fund
(Cost $138,000,000)

138,000,000

		Repurchase Agreement: 0.2%
	6,097,000	Goldman Sachs Repurchase Agreement dated 12/29/06, 5.220%, due 01/02/07, $6,100,536 to be received upon repurchase (Collateralized by $6,150,000 Federal Home Loan Bank, 4.625%, Market Value plus accrued interest $6,222,967, due 02/08/08)	6,097,000
Total Repurchase Agreement (Cost $6,097,000)			6,097,000
		Securities Lending Collateral^cc: 10.5%
	324,265,437	The Bank of New York Institutional Cash Reserves Fund	324,265,437
			324,265,437
Total Securities Lending Collateral (Cost $324,265,437)			324,265,437
Total Short-Term Investments (Cost $468,362,437)			468,362,437

Total Investments in Securities (Cost $2,984,549,028)*	110.5	%	$	3,430,141,200
Other Assets and Liabilities - Net	(10.5	)		(327,262,514	)
Net Assets	100.0	%	$	3,102,878,686

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

** Investment in affiliate

* Cost for federal income tax purposes is $2,996,224,939.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	453,040,494
Gross Unrealized Depreciation		(19,124,233	)
Net Unrealized Appreciation	$	433,916,261

See Accompanying Notes to Financial Statements
81

PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

ING VP Growth and Income Portfolio Open Futures Contracts on December 31, 2006

Contract Description	Number of Contracts		Notional Market Value ($)		Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
S&P 500		230		82,133,000	3/15/07	$	145,915
						$	145,915

ING VP Growth and Income Portfolio Written Options Outstanding on December 31, 2006:

Description/Name of Issuer	Exercise Price		Expiration Date		# of Contracts		Premium Received		Value
European Style Call - Rowan Companies, Inc.	$	40		1/19/07		150,000	$	178,500	$	(4,200	)
							$	178,500	$	(4,200	)

See Accompanying Notes to Financial Statements
82

PORTFOLIO OF INVESTMENTS
ING VP GROWTH PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 98.8%
			Advertising: 1.0%
	18,400	L	Omnicom Group	$	1,923,536
					1,923,536
			Aerospace/Defense: 1.8%
	22,600		L-3 Communications Holdings, Inc.		1,848,228
	16,100		Lockheed Martin Corp.		1,482,327
					3,330,555
			Agriculture: 2.8%
	61,600		Altria Group, Inc.		5,286,512
					5,286,512
			Airlines: 1.9%
	28,900	@,L	AMR Corp.		873,647
	21,300	@,L	Continental Airlines, Inc.		878,625
	21,300	@,L	UAL Corp.		937,200
	16,000	@,L	US Airways Group, Inc.		861,600
					3,551,072
			Apparel: 2.0%
	87,100	@,L	Coach, Inc.		3,741,816
					3,741,816
			Banks: 1.4%
	65,900		Bank of New York Co., Inc.		2,594,483
					2,594,483
			Beverages: 1.8%
	52,600		PepsiCo, Inc.		3,290,130
					3,290,130
			Chemicals: 1.9%
	68,740		Monsanto Co.		3,610,912
					3,610,912
			Commercial Services: 3.9%
	123,700	@@	Accenture Ltd.		4,568,241
	52,100		McKesson Corp.		2,641,470
					7,209,711
			Computers: 3.0%
	133,800		Hewlett-Packard Co.		5,511,222
					5,511,222
			Cosmetics/Personal Care: 2.0%
	59,065		Procter & Gamble Co.		3,796,108
					3,796,108
			Diversified Financial Services: 9.7%
	68,400		American Express Co.		4,149,828
	9,900		Blackrock, Inc.		1,503,810
	153,500		Charles Schwab Corp.		2,968,690
	87,400	@	E*Trade Financial Corp.		1,959,508
	18,600		Goldman Sachs Group, Inc.		3,707,910
	40,200		Merrill Lynch & Co., Inc.		3,742,620
					18,032,366
			Electronics: 0.8%
	32,100	@	Thermo Electron Corp.		1,453,809
					1,453,809
			Engineering & Construction: 1.1%
	40,600	@	McDermott International, Inc.		2,064,916
					2,064,916

Shares				Value
			Entertainment: 2.7%
	109,000	L	International Game Technology	$	5,035,800
					5,035,800
			Environmental Control: 1.2%
	62,600		Waste Management, Inc.		2,301,802
					2,301,802
			Healthcare-Products: 6.2%
	84,600		Baxter International, Inc.		3,924,594
	46,067	@,L	Gen-Probe, Inc.		2,412,529
	70,700		Medtronic, Inc.		3,783,157
	18,300	@	Zimmer Holdings, Inc.		1,434,354
					11,554,634
			Healthcare-Services: 1.5%
	65,400		Aetna, Inc.		2,823,972
					2,823,972
			Home Furnishings: 1.6%
	29,100		Harman International Industries, Inc.		2,907,381
					2,907,381
			Insurance: 1.0%
	27,000		American International Group, Inc.		1,934,820
					1,934,820
			Internet: 4.9%
	37,900	@,L	Akamai Technologies, Inc.		2,013,248
	11,100	@,L	Google, Inc.		5,111,328
	88,000	@	VeriSign, Inc.		2,116,400
					9,240,976
			Media: 2.3%
	40,400		McGraw-Hill Cos., Inc.		2,748,008
	66,100	L	News Corp., Inc.		1,471,386
					4,219,394
			Metal Fabricate/Hardware: 1.1%
	25,400		Precision Castparts Corp.		1,988,312
					1,988,312
			Miscellaneous Manufacturing: 3.8%
	63,794		Danaher Corp.		4,621,237
	49,100		Roper Industries, Inc.		2,466,784
					7,088,021
			Oil & Gas: 3.0%
	38,100		ExxonMobil Corp.		2,919,603
	58,800	@	Newfield Exploration Co.		2,701,860
					5,621,463
			Oil & Gas Services: 1.8%
	25,500	@	Cameron International Corp.		1,352,775
	31,400	L	Schlumberger Ltd.		1,983,224
					3,335,999
			Pharmaceuticals: 9.6%
	72,100		Abbott Laboratories		3,511,991
	58,400		Caremark Rx, Inc.		3,335,224
	56,800	@	Gilead Sciences, Inc.		3,688,024

See Accompanying Notes to Financial Statements
83

PORTFOLIO OF INVESTMENTS
ING VP GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Pharmaceuticals (continued)
	66,000	@	Medco Health Solutions, Inc.	$	3,527,040
	76,700		Wyeth		3,905,564
					17,967,843
			Retail: 2.8%
	57,100		Best Buy Co., Inc.		2,808,749
	54,600	L	McDonald's Corp.		2,420,418
					5,229,167
			Semiconductors: 3.5%
	182,400		Intel Corp.		3,693,600
	79,200	@,L	Nvidia Corp.		2,931,192
					6,624,792
			Software: 8.9%
	83,700	@,L	Activision, Inc.		1,442,988
	69,500	@,L	Adobe Systems, Inc.		2,857,840
	55,700	@,L	Intuit, Inc.		1,699,407
	241,000		Microsoft Corp.		7,196,260
	198,800	@	Oracle Corp.		3,407,432
					16,603,927
			Telecommunications: 6.8%
	42,600		AT&T, Inc.		1,522,950
	317,100	@	Cisco Systems, Inc.		8,666,343
	39,300	@,L	NII Holdings, Inc.		2,532,492
					12,721,785
			Toys/Games/Hobbies: 1.0%
	85,200		Mattel, Inc.		1,930,632
					1,930,632
Total Common Stock (Cost $170,761,862)					184,527,868
Principal Amount				Value
SHORT-TERM INVESTMENTS: 16.2%
			Repurchase Agreement: 0.9%

$	1,811,000							Morgan Stanley Repurchase Agreement dated 12/29/06, 5.250%, due 01/02/07, $1,812,056 to be received upon repurchase (Collateralized by $5,830,000 Resolution Funding Corporation, Discount Note, Market Value $1,848,052, due 04/15/30)					1,811,000
								Total Repurchase Agreement (Cost $1,811,000)					1,811,000

Principal
Amount

Value

Securities Lending Collateral^cc: 15.3%

28,535,014

The Bank of New York
Institutional Cash
Reserves Fund

$28,535,014

Total Securities Lending
Collateral
(Cost $28,535,014)

28,535,014

Total Short-Term Investments
(Cost $30,346,014)

30,346,014

Total Investments in
Securities
(Cost $201,107,876)*

115.0

214,873,882

Other Assets and
Liabilities - Net

(15.0)

(28,104,532)

Net Assets

100.0

186,769,350

@ Non-income producing security

@@ Foreign Issuer

cc Securities purchased with cash collateral for securities loaned.

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

* Cost for federal income tax purposes is $201,248,396.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	15,101,286
Gross Unrealized Depreciation		(1,475,800	)
Net Unrealized Appreciation	$	13,625,486

See Accompanying Notes to Financial Statements
84

PORTFOLIO OF INVESTMENTS
ING VP SMALL COMPANY PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 97.8%
			Aerospace/Defense: 2.7%
	72,300		DRS Technologies, Inc.	$	3,808,764
	92,900	@	Moog, Inc.		3,547,851
	135,650	@	Teledyne Technologies, Inc.		5,443,635
	46,700	@,L	TransDigm Group, Inc.		1,238,017
					14,038,267
			Apparel: 2.6%
	87,200	@,@@,L	Gildan Activewear, Inc.		4,066,136
	90,800		Phillips-Van Heusen		4,555,436
	128,900	@,L	Steven Madden Ltd.		4,523,101
					13,144,673
			Banks: 4.5%
	502,000		Bank Mutual Corp.		6,079,220
	188,100	L	Citizens Banking Corp.		4,984,650
	111,600		Provident Bankshares Corp.		3,972,960
	116,300	@	Signature Bank		3,602,974
	121,310		UMB Financial Corp.		4,429,028
					23,068,832
			Biotechnology: 0.9%
	69,900	@,L	Alexion Pharmaceuticals, Inc.		2,823,261
	135,800	@,L	Human Genome Sciences, Inc.		1,689,352
					4,512,613
			Building Materials: 1.2%
	223,100	@,L	Dayton Superior Corp.		2,619,194
	14,900	@,L	Genlyte Group, Inc.		1,163,839
	146,400	@,L	Goodman Global, Inc.		2,518,080
					6,301,113
			Chemicals: 3.8%
	80,700		Albemarle Corp.		5,794,260
	174,282	@	Innophos, Inc.		2,558,460
	112,500	L	Olin Corp.		1,858,500
	170,000	@,L	Terra Industries, Inc.		2,036,600
	288,000	L	UAP Holding Corp.		7,251,840
					19,499,660
			Commercial Services: 2.4%
	35,000	@,L	Advisory Board Co.		1,873,900
	86,200	L	Arbitron, Inc.		3,744,528
	188,398	L	Diamond Management & Technology Consultants, Inc.		2,343,671
	122,200	@,L	Exponent, Inc.		2,280,252
	33,000	@	Geo Group, Inc.		1,238,160
	23,500	@,L	Huron Consulting Group, Inc.		1,065,490
					12,546,001
			Computers: 4.1%
	46,500	L	Agilysys, Inc.		778,410
	27,700	@	CACI International, Inc.		1,565,050
	179,300	@,L	Electronics for Imaging		4,765,794
	115,400	@,L	Komag, Inc.		4,371,352
	73,100	@,L	Micros Systems, Inc.		3,852,370
	61,236	L	MTS Systems Corp.		2,364,934
	232,200	@,L	Palm, Inc.		3,271,698
					20,969,608
			Distribution/Wholesale: 1.1%
	247,760	@,L	Brightpoint, Inc.		3,332,372
	71,000	L	Owens & Minor, Inc.		2,220,170
					5,552,542

Shares				Value
			Diversified Financial Services: 1.9%
	106,934	@,L	CompuCredit Corp.	$	4,257,043
	36,205	@,L	GFI Group, Inc.		2,254,123
	76,400	@	Investment Technology Group, Inc.		3,276,032
					9,787,198
			Electric: 1.3%
	166,800	L	ITC Holdings Corp.		6,655,320
					6,655,320
			Electrical Components & Equipment: 0.4%
	67,050		Ametek, Inc.		2,134,872
					2,134,872
			Electronics: 3.7%
	140,000		CTS Corp.		2,198,000
	44,000	@,L	Cymer, Inc.		1,933,800
	69,800	@,L	Itron, Inc.		3,618,432
	222,200	@,L	Kemet Corp.		1,622,060
	58,100	@,L	Plexus Corp.		1,387,428
	90,700	@	Thomas & Betts Corp.		4,288,296
	86,800	@	Varian, Inc.		3,887,772
					18,935,788
			Engineering & Construction: 0.6%
	51,300		Washington Group International, Inc.		3,067,227
					3,067,227
			Entertainment: 0.6%
	111,600	@,L	Macrovision Corp.		3,153,816
					3,153,816
			Environmental Control: 0.7%
	101,500	L	Metal Management, Inc.		3,841,775
					3,841,775
			Exchange Traded Fund: 0.5%
	34,500	@@,L	iShares Russell 2000 Index Fund		2,694,105
					2,694,105
			Food: 1.1%
	100,800		Corn Products International, Inc.		3,481,632
	1,330		Seaboard Corp.		2,347,450
					5,829,082
			Gas: 1.6%
	105,000	L	New Jersey Resources Corp.		5,100,900
	94,900		WGL Holdings, Inc.		3,091,842
					8,192,742
			Healthcare-Products: 2.5%
	78,200	@,L	Arthrocare Corp.		3,121,744
	99,800	@,L	DJO, Inc.		4,273,436
	40,200	@	Haemonetics Corp.		1,809,804
	26,500	@,L	Kyphon, Inc.		1,070,600
	132,379	@,L	PSS World Medical, Inc.		2,585,362
					12,860,946
			Healthcare-Services: 3.2%
	136,259	@,L	Amedisys, Inc.		4,478,833
	96,300	@,L	Magellan Health Services, Inc.		4,162,086
	148,100	@,L	Psychiatric Solutions, Inc.		5,556,712

See Accompanying Notes to Financial Statements
85

PORTFOLIO OF INVESTMENTS
ING VP SMALL COMPANY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Healthcare-Services (continued)
	56,600	@,L	Sierra Health Services, Inc.	$	2,039,864
					16,237,495
			Household Products/Wares: 0.7%
	70,720	@	Central Garden & Pet Co.		3,424,262
					3,424,262
			Housewares: 1.2%
	129,500		Toro Co.		6,038,585
					6,038,585
			Insurance: 5.9%
	201,800	L	American Equity Investment Life Holding Co.		2,629,454
	183,436	@@	Aspen Insurance Holdings Ltd.		4,835,373
	150,598	@	First Mercury Financial Corp.		3,542,065
	87,400	L	Landamerica Financial Group, Inc.		5,515,814
	85,100	L	Ohio Casualty Corp.		2,536,831
	62,900		PMI Group, Inc.		2,966,993
	64,600		Radian Group, Inc.		3,482,586
	332,000	@,@@	RAM Holdings Ltd.		4,744,280
					30,253,396
			Internet: 0.7%
	141,500	@,L	Valueclick, Inc.		3,343,645
					3,343,645
			Iron/Steel: 1.7%
	24,700		Carpenter Technology Corp.		2,532,244
	84,100	L	Cleveland-Cliffs, Inc.		4,073,804
	82,200		Gibraltar Industries, Inc.		1,932,522
					8,538,570
			Leisure Time: 0.4%
	174,500	@,L	K2, Inc.		2,301,655
					2,301,655
			Machinery-Diversified: 1.6%
	14,300	@	Middleby Corp.		1,496,781
	46,500		Nordson Corp.		2,317,095
	147,000	L	Wabtec Corp.		4,465,860
					8,279,736
			Media: 0.6%
	167,500		GateHouse Media, Inc.		3,108,800
					3,108,800
			Metal Fabricate/Hardware: 0.9%
	182,500		Commercial Metals Co.		4,708,500
					4,708,500
			Mining: 0.4%
	37,400	@@	Inmet Mining Corp.		2,001,573
					2,001,573
			Miscellaneous Manufacturing: 0.6%
	152,900	L	Barnes Group, Inc.		3,325,575
					3,325,575
			Oil & Gas: 3.3%
	126,100	@,L	Carrizo Oil & Gas, Inc.		3,659,422
	165,300	@,L	Denbury Resources, Inc.		4,593,687
	199,400	@,L	EXCO Resources, Inc.		3,371,854
	31,000	@	Giant Industries, Inc.		2,323,450
	172,800	@,L	Parallel Petroleum Corp.		3,036,096
					16,984,509

Shares				Value
			Oil & Gas Services: 4.8%
	53,000	@,@@,L	Core Laboratories NV	$	4,293,000
	49,600	@	FMC Technologies, Inc.		3,056,848
	263,700	@,L	Global Industries Ltd.		3,438,648
	71,100	@,L	Hydril		5,346,009
	164,800	@,@@,L	North American Energy Partners		2,682,944
	74,200	@,L	Oil States International, Inc.		2,391,466
	107,500	@,L	Superior Energy Services		3,513,100
					24,722,015
			Pharmaceuticals: 2.5%
	131,900	@,L	Alkermes, Inc.		1,763,503
	150,900	@,L	BioMarin Pharmaceuticals, Inc.		2,473,251
	87,500	@,L	Cubist Pharmaceuticals, Inc.		1,584,625
	129,200	@,L	HealthExtras, Inc.		3,113,720
	85,700	@,L	Sciele Pharma, Inc.		2,056,800
	36,200	@,L	United Therapeutics Corp.		1,968,194
					12,960,093
			Real Estate Investment Trusts: 4.4%
	16,300		Alexandria Real Estate Equities, Inc.		1,636,520
	293,200		American Financial Realty Trust		3,354,208
	100,200		BioMed Realty Trust, Inc.		2,865,720
	244,100	L	DCT Industrial Trust, Inc.		2,880,380
	181,200		Innkeepers USA Trust		2,808,600
	75,900		Lexington Corporate Properties Trust		1,701,678
	147,181		National Health Investors, Inc.		4,856,973
	92,100	L	Nationwide Health Properties, Inc.		2,783,262
					22,887,341
			Retail: 6.0%
	188,200		Casey's General Stores, Inc.		4,432,110
	49,790		Cash America International, Inc.		2,335,151
	111,500		Domino's Pizza, Inc.		3,122,000
	129,100	@,L	Jos A Bank Clothiers, Inc.		3,789,085
	62,900	@,L	Pantry, Inc.		2,946,236
	104,300	L	Regis Corp.		4,124,022
	132,500	L	Stage Stores, Inc.		4,026,675
	67,400	@,L	Tractor Supply Co.		3,013,454
	79,000	@	Tween Brands, Inc.		3,154,470
					30,943,203
			Savings & Loans: 4.7%
	218,600		BankAtlantic Bancorp., Inc.		3,018,866
	247,800	L	Brookline Bancorp., Inc.		3,263,526
	248,803		First Niagara Financial Group, Inc.		3,697,213
	150,261		Flagstar Bancorp., Inc.		2,229,873
	346,900	L	NewAlliance Bancshares, Inc.		5,689,160
	199,100		Provident Financial Services, Inc.		3,609,683
	38,400	L	WSFS Financial Corp.		2,570,112
					24,078,433
			Semiconductors: 4.2%
	91,900	@	Actel Corp.		1,668,904
	487,300	@,L	Axcelis Technologies, Inc.		2,840,959
	151,500	@,@@,L	Chartered Semiconductor Manufacturing Ltd.		1,265,025
	406,200	@,L	Entegris, Inc.		4,395,084
	152,000	@,L	Fairchild Semiconductor International, Inc.		2,555,120
	100,100	@,L	Formfactor, Inc.		3,728,725
	162,600	@,L	Micrel, Inc.		1,752,828

See Accompanying Notes to Financial Statements
86

PORTFOLIO OF INVESTMENTS
ING VP SMALL COMPANY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Semiconductors (continued)
	128,700	@,L	Microsemi Corp.	$	2,528,955
	18,900	@,L	Varian Semiconductor Equipment Associates, Inc.		860,328
					21,595,928
			Software: 3.4%
	142,700	@,L	Ansys, Inc.		6,206,023
	19,000	L	Computer Programs & Systems, Inc.		645,810
	374,300	@,L	Informatica Corp.		4,570,203
	76,500	@,L	Progress Software Corp.		2,136,645
	116,750	@,L	THQ, Inc.		3,796,710
					17,355,391
			Storage/Warehousing: 0.7%
	134,500	@,L	Mobile Mini, Inc.		3,623,430
					3,623,430
			Telecommunications: 3.7%
	110,000	L	Adtran, Inc.		2,497,000
	268,700		Alaska Communications Systems Group, Inc.		4,081,553
	278,000	@,L	Arris Group, Inc.		3,477,780
	71,000		Otelco, Inc.		1,513,720
	122,700	@,L	RCN Corp.		3,699,405
	133,300	@,L	SBA Communications Corp.		3,665,750
					18,935,208
			Textiles: 0.5%
	71,500		G&K Services, Inc.		2,780,635
					2,780,635
			Transportation: 1.3%
	57,500	L	Forward Air Corp.		1,663,475
	181,800	@	HUB Group, Inc.		5,008,590
					6,672,065
			Trucking & Leasing: 2.2%
	114,400	L	GATX Corp.		4,956,952
	213,400	@@,L	Genesis Lease, Ltd. ADR		5,014,900
	45,200	L	Greenbrier Cos., Inc.		1,356,000
					11,327,852
Total Common Stock (Cost $440,930,584)					503,214,075

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 28.7%

Mutual Fund: 2.9%

15,000,000

ING Institutional Prime
Money Market Fund

15,000,000

Total Mutual Fund
(Cost $15,000,000)

15,000,000

Repurchase Agreement: 0.5%

2,622,000

Morgan Stanley Repurchase
Agreement dated 12/29/06,
5.250%, due 01/02/07,
$2,623,530 to be received
upon repurchase
(Collateralized by $8,440,000
Resolution Funding
Corporation, Discount Note,
Market Value $2,675,396,
due 04/15/30)

2,622,000

Total Repurchase Agreement
(Cost $2,622,000)

2,622,000

Securities Lending Collateral^cc: 25.3%

130,322,883

The Bank of New York
Institutional Cash
Reserves Fund

130,322,883

Total Securities Lending
Collateral
(Cost $130,322,883)

130,322,883

Total Short-Term Investments
(Cost $147,944,883)

147,944,883

Total Investments in Securities (Cost $588,875,467)*	126.5	%	$	651,158,958
Other Assets and Liabilities - Net	(26.5	)		(136,551,513	)
Net Assets	100.0	%	$	514,607,445

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

** Investment in affiliate

* Cost for federal income tax purposes is $589,288,223.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	68,943,168
Gross Unrealized Depreciation		(7,072,433	)
Net Unrealized Appreciation	$	61,870,735

See Accompanying Notes to Financial Statements
87

PORTFOLIO OF INVESTMENTS
ING VP VALUE OPPORTUNITY PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 99.1%
			Aerospace/Defense: 1.7%
	11,800		Boeing Co.	$	1,048,312
	38,100		United Technologies Corp.		2,382,012
					3,430,324
			Agriculture: 4.1%
	63,000		Altria Group, Inc.		5,406,660
	44,000		Loews Corp.		2,847,680
					8,254,340
			Banks: 9.6%
	150,000		Bank of America Corp.		8,008,500
	102,600		Bank of New York Co., Inc.		4,039,362
	26,525		Capital One Financial Corp.		2,037,651
	150,000		Wells Fargo & Co.		5,334,000
					19,419,513
			Beverages: 2.0%
	43,700		Coca-Cola Co.		2,108,525
	26,000		Molson Coors Brewing Co.		1,987,440
					4,095,965
			Chemicals: 2.3%
	36,200		Air Products & Chemicals, Inc.		2,544,136
	31,100		Ashland, Inc.		2,151,498
					4,695,634
			Coal: 0.7%
	37,000	L	Peabody Energy Corp.		1,495,170
					1,495,170
			Computers: 1.4%
	69,800		Hewlett-Packard Co.		2,875,062
					2,875,062
			Cosmetics/Personal Care: 3.1%
	96,700		Procter & Gamble Co.		6,214,909
					6,214,909
			Diversified Financial Services: 14.3%
	21,300	@,L	Affiliated Managers Group, Inc.		2,239,269
	142,000		Citigroup, Inc.		7,909,400
	94,763	@	E*Trade Financial Corp.		2,124,586
	37,500	L	Freddie Mac		2,546,250
	146,900		JPMorgan Chase & Co.		7,095,270
	46,000		Merrill Lynch & Co., Inc.		4,282,600
	32,500		Morgan Stanley		2,646,475
					28,843,850
			Electric: 3.7%
	1,016	@	Dynegy, Inc.		7,356
	143,600	@,L	Mirant Corp.		4,533,452
	63,500		PG&E Corp.		3,005,455
					7,546,263
			Electrical Components & Equipment: 1.0%
	47,200	@,L	General Cable Corp.		2,063,112
					2,063,112
			Electronics: 1.3%
	218,900	@,@@	Flextronics International Ltd.		2,512,972
					2,512,972

Shares				Value
				Engineering & Construction: 1.3%

140,500	@@	ABB Ltd. ADR	$	2,526,190
				2,526,190
		Entertainment: 1.2%
115,300	L	Regal Entertainment Group		2,458,196
				2,458,196
		Food: 0.9%
73,696	@	Smithfield Foods, Inc.		1,891,039
				1,891,039
		Gas: 1.3%
45,900		Sempra Energy		2,572,236
				2,572,236
		Healthcare-Products: 0.8%
24,700		Johnson & Johnson		1,630,694
				1,630,694
		Healthcare-Services: 1.1%
49,300		Aetna, Inc.		2,128,774
				2,128,774
		Insurance: 8.5%
57,300		American International Group, Inc.		4,106,118
125,900	@,L	Conseco, Inc.		2,515,482
49,500		Genworth Financial, Inc.		1,693,395
63,300	L	Metlife, Inc.		3,735,333
22,000		Protective Life Corp.		1,045,000
46,200		St. Paul Travelers Cos., Inc.		2,480,478
34,525		Stancorp Financial Group, Inc.		1,555,351
				17,131,157
		Iron/Steel: 0.6%
12,500		Allegheny Technologies, Inc.		1,133,500
				1,133,500
		Lodging: 1.0%
43,200	L	Boyd Gaming Corp.		1,957,392
				1,957,392
		Media: 1.7%
58,000	L	Time Warner, Inc.		1,263,240
61,600		Walt Disney Co.		2,111,032
				3,374,272
		Mining: 0.8%
27,600	L	Freeport-McMoRan Copper & Gold, Inc.		1,538,148
				1,538,148
		Miscellaneous Manufacturing: 1.9%
45,600		Dover Corp.		2,235,312
43,100		General Electric Co.		1,603,751
				3,839,063
		Oil & Gas: 12.9%
22,700		Chevron Corp.		1,669,131
31,200		ConocoPhillips		2,244,840
124,900	L	ExxonMobil Corp.		9,571,087
88,400	@	Newfield Exploration Co.		4,061,980
76,300	@,L	Plains Exploration & Production Co.		3,626,539
87,900	L	Rowan Cos., Inc.		2,918,280
38,700		Valero Energy Corp.		1,979,892
				26,071,749

See Accompanying Notes to Financial Statements
88

PORTFOLIO OF INVESTMENTS
ING VP VALUE OPPORTUNITY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares					Value
				Oil & Gas Services: 1.1%
	51,900	@		Weatherford International Ltd.	$	2,168,901
						2,168,901
				Pharmaceuticals: 5.4%
	41,495	@		Medco Health Solutions, Inc.		2,217,493
	248,900	L		Pfizer, Inc.		6,446,510
	42,100			Wyeth		2,143,732
						10,807,735
				Real Estate Investment Trusts: 2.3%
	15,500	L		DCT Industrial Trust, Inc.		182,900
	41,700	L		KKR Financial Corp.		1,117,143
	37,000			Liberty Property Trust		1,818,180
	57,500			Sunstone Hotel Investors, Inc.		1,536,975
						4,655,198
				Retail: 1.1%
	48,700	L		McDonald's Corp.		2,158,871
						2,158,871
				Savings & Loans: 1.4%
	209,600	L		Hudson City Bancorp., Inc.		2,909,248
						2,909,248
				Telecommunications: 7.8%
	189,300			AT&T, Inc.		6,767,475
	176,300			Motorola, Inc.		3,624,728
	188,700	@,L		Qwest Communications International, Inc.		1,579,419
			111,400	Sprint Nextel Corp.		2,104,346
	42,700			Verizon Communications, Inc.		1,590,148
						15,666,116
				Transportation: 0.8%
	16,700			Union Pacific Corp.		1,536,734
						1,536,734
Total Common Stock (Cost $170,287,669)						199,602,327
Principal Amount					Value
SHORT-TERM INVESTMENTS: 17.2%
				Repurchase Agreement: 1.0%

$	2,084,000							Morgan Stanley Repurchase Agreement dated 12/29/06, 5.250%, due 01/02/07, $2,085,216 to be received upon repurchase (Collateralized by $6,710,000 Resolution Funding Corporation, Discount Note, Market Value $2,127,003, due 04/15/30)					2,084,000
								Total Repurchase Agreement (Cost $2,084,000)					2,084,000

Principal Amount				Value
				Securities Lending Collateral^cc: 16.2%

32,518,880

The Bank of New York
Institutional Cash
Reserves Fund

32,518,880

Total Securities Lending
Collateral
(Cost $32,518,880)

32,518,880

Total Short-Term Investments
(Cost $34,602,880)

34,602,880

Total Investments in Securities (Cost $204,890,549)*	116.3	%	$	234,205,207
Other Assets and Liabilities - Net	(16.3	)		(32,799,154	)
Net Assets	100.0	%	$	201,406,053

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

* Cost for federal income tax purposes is $205,275,079.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	30,728,468
Gross Unrealized Depreciation		(1,798,340	)
Net Unrealized Appreciation	$	28,930,128

See Accompanying Notes to Financial Statements
89

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006

Principal Amount					Value
CORPORATE BONDS/NOTES: 28.1%
			Airlines: 0.2%
$	936,921		C	Continental Airlines, Inc., 8.312%, due 04/02/11	$	942,191
	3,733,000			United Airlines, Inc., 6.932%, due 09/01/11		4,201,958
						5,144,149
			Auto Manufacturers: 0.2%
	244,000		L	Ford Motor Co., 7.450%, due 07/16/31		192,760
	3,027,000			General Motors Corp., 7.400%, due 09/01/25		2,572,950
	1,012,000		C,L	General Motors Corp., 8.375%, due 07/15/33		941,160
						3,706,870
			Banks: 6.2%
	6,260,000		@@,C	Australia & New Zealand Banking Group Ltd., 5.556%, due 10/29/49		5,450,313
	1,914,786		@@,#	Banco Itau SA, 5.739%, due 09/20/08		1,918,252
	4,844,000		@@,#,C	Banco Mercantil del Norte SA, 6.135%, due 10/13/16		4,869,843
	3,700,000		@@,L	Banco Santander Chile SA, 7.375%, due 07/18/12		4,050,379
	2,100,000		@@,C	Bank of Ireland, 5.625%, due 12/29/49		1,828,930
	2,330,000		@@,C	Bank of Nova Scotia, 5.625%, due 08/21/85		1,977,932
	1,110,000			Bank of Scotland, 5.563%, due 11/30/49		955,243
	379,000		C	BankAmerica Capital II, 8.000%, due 12/15/26		394,584
	1,580,000		@@,C	Barclays Bank PLC, 5.750%, due 12/31/49		1,382,067
	4,870,000		@@,C,L	BNP Paribas, 5.445%, due 09/29/49		4,176,648
	6,464,000		@@,#,C	Chuo Mitsui Trust & Banking Co., Ltd., 5.506%, due 04/15/49		6,184,083
	2,218,000	��	@@,#,C	Danske Bank A/S, 5.914%, due 12/29/49		2,231,863
	3,080,000		@@,C,L	Den Norske Bank ASA, 5.563%, due 08/29/49		2,618,000
	510,000		@@,C	Den Norske Bank ASA, 5.625%, due 11/29/49		440,879
	4,805,000		#,C	Dresdner Funding Trust I, 8.151%, due 06/30/31		5,804,325
	1,669,000		#,C	First Chicago NBD Institutional Capital A, 7.950%, due 12/01/26		1,737,045
	2,000		C	Fleet Capital Trust II, 7.920%, due 12/11/26		2,080
	8,656,000		@@,#,C,L	HBOS PLC, 5.375%, due 11/29/49		8,536,123
	3,970,000		@@,C	Hongkong & Shanghai Banking Corp., Ltd., 5.563%, due 07/01/49		3,353,320
	6,650,000		@@,C	HSBC Bank PLC, 5.475%, due 06/29/49		5,652,500
	5,300,000		@@,C	HSBC Bank PLC, 5.688%, due 06/29/49		4,597,750
	5,240,000		@@,C	Lloyds TSB Bank PLC, 5.560%, due 08/29/49		4,523,619

Principal Amount				Value
$	510,000	@@,C,L	Lloyds TSB Bank PLC, 5.563%, due 11/29/49	$	443,865
	3,330,000	@@,C	Lloyds TSB Group PLC, 5.625%, due 06/29/49		2,929,901
	126,000	C	M&I Capital Trust A, 7.650%, due 12/01/26		130,427
	3,490,000	C	Mellon Capital I, 7.720%, due 12/01/26		3,633,858
	4,640,000	@@,C,L	Mizuho Financial Group Cayman Ltd., 8.375%, due 12/31/49		4,904,689
	2,530,000	@@,C,L	National Australia Bank Ltd., 5.556%, due 10/29/49		2,196,126
	710,000	@@,C	National Westminster Bank PLC, 5.500%, due 11/29/49		608,884
	1,140,000	@@,C,L	National Westminster Bank PLC, 5.688%, due 08/29/49		985,266
	4,329,000	#,C	Rabobank Capital Funding II, 5.260%, due 12/29/49		4,239,623
	3,667,000	#,C,L	Rabobank Capital Funding Trust, 5.254%, due 12/31/49		3,542,212
	3,567,000	C,L	RBS Capital Trust I, 5.512%, due 09/30/49		3,531,102
	6,338,000	@@,#,C	Resona Bank Ltd., 5.850%, due 09/29/49		6,199,699
	9,870,000	@@,C,L	Royal Bank of Scotland Group PLC, 5.563%, due 12/29/49		8,468,855
	2,250,000	@@,C	Societe Generale, 5.438%, due 11/29/49		1,944,335
	7,140,000	@@,C,L	Standard Chartered PLC, 5.500%, due 07/29/49		5,908,350
	2,350,000	@@,C	Standard Chartered PLC, 5.525%, due 12/29/49		1,956,375
	11,400,000	@@,C,L	Standard Chartered PLC, 5.625%, due 11/29/49		9,576,000
	1,150,000	@@,C,L	Standard Chartered PLC, 5.730%, due 01/29/49		951,625
	5,987,000	@@,C	Sumitomo Mitsui Banking Corp., 8.150%, due 08/01/49		6,210,638
	3,119,000	C	Wachovia Capital Trust III, 5.800%, due 12/31/49		3,147,645
	2,470,000	@@,C	Westpac Banking Corp., 5.525%, due 09/30/49		2,113,920
	2,498,000	#,C	Westpac Capital Trust IV, 5.256%, due 12/29/49		2,378,431
	8,124,000	@@,#,C,L	Woori Bank, 6.125%, due 05/03/16		8,303,898
					156,991,502
		Beverages: 0.2%
	4,142,000	@@	Cia Brasileira de Bebidas, 8.750%, due 09/15/13		4,846,140
					4,846,140
		Chemicals: 0.7%
	3,655,000	C	Lyondell Chemical Co., 8.000%, due 09/15/14		3,810,338
	2,011,000	C,L	Lyondell Chemical Co., 8.250%, due 09/15/16		2,121,605
	1,410,000		Stauffer Chemical, 5.620%, due 04/15/10		1,178,097
	2,420,000		Stauffer Chemical, 5.890%, due 04/15/18		1,268,056

See Accompanying Notes to Financial Statements
90

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
		Chemicals (continued)
$	2,970,000		Stauffer Chemical, 7.670%, due 04/15/17	$	1,649,657
	8,105,000	L	Union Carbide Corp., 7.750%, due 10/01/96		8,509,739
					18,537,492
		Diversified Financial Services: 7.5%
	8,532,000	@@,#,C,L	Aiful Corp., 4.450%, due 02/16/10		8,189,150
	1,006,000	@@,#,I	Alpine III, 5.925%, due 08/16/14		1,008,867
	1,006,000	@@,#,I	Alpine III, 6.325%, due 08/16/14		1,009,492
	1,507,000	@@,#,I	Alpine III, 8.125%, due 08/16/14		1,516,689
	2,576,000	@@,#,I	Alpine III, 11.375%, due 08/16/14		2,643,605
	6,184,395	#	Astoria Depositor Corp., 7.902%, due 05/01/21		6,475,896
	17,659,000	#	Astoria Depositor Corp., 8.144%, due 05/01/21		19,306,496
	3,907,538	@@,#	Brazilian Merchant Voucher Receivables Ltd., 5.911%, due 06/15/11		3,848,925
	3,293,000	C	Citigroup Capital II, 7.750%, due 12/01/36		3,405,090
	4,546,000	#,C	Corestates Capital Trust I, 8.000%, due 12/15/26		4,734,204
	6,814,000	@@	Eksportfinans A/S, 5.125%, due 10/26/11		6,829,590
	2,650,000	@@,C	Financiere CSFB NV, 5.485%, due 03/29/49		2,272,375
	6,285,000		Ford Motor Credit Co., 0.000%, due 11/29/13		6,305,143
	8,121,000		Ford Motor Credit Co., 8.000%, due 12/15/16		8,038,320
	3,322,000		Ford Motor Credit Co., 8.110%, due 01/13/12		3,295,872
	6,714,000		Ford Motor Credit Co., 9.824%, due 04/15/12		7,123,930
	382,000		Ford Motor Credit Co., 9.875%, due 08/10/11		408,936
	5,542,000	C	Fund American Cos., Inc., 5.875%, due 05/15/13		5,516,113
	8,442,000		General Motors Acceptance Corp., 7.250%, due 03/02/11		8,786,957
	3,907,000	#,C	HVB Funding Trust III, 9.000%, due 10/22/31		5,095,529
	2,586,000	C	JPM Capital Trust I, 7.540%, due 01/15/27		2,683,112
	2,866,000	C	JPM Capital Trust II, 7.950%, due 02/01/27		2,982,500
	8,159,000	#,C	Mangrove Bay Pass-Through Trust, 6.102%, due 07/15/33		7,984,340
	6,907,000	@@,#	Mantis Reef Ltd., 4.799%, due 11/03/09		6,740,956
	5,401,000	@@,C	MUFG Capital Finance 1 Ltd., 6.346%, due 12/31/49		5,491,164
	2,560,000	@@,C	Paribas, 5.500%, due 12/31/49		2,208,571
	1,505,778	@@,#,C	Petroleum Export Ltd., 4.623%, due 06/15/10		1,482,819
	2,646,695	@@,#,C	Petroleum Export Ltd., 5.265%, due 06/15/11		2,577,132
	5,437,057	@@,#,C	PF Export Receivables Master Trust, 6.436%, due 06/01/15		5,549,197

Principal Amount				Value
$	9,535,000	#,C	Piper Jaffray Equipment Trust Securities, 6.000%, due 09/10/11	$	9,296,625
	7,332,930	#,C	Piper Jaffray Equipment Trust Securities, 6.750%, due 04/01/11		7,296,265
	8,607,000	C	Southern Star Central Corp., 6.750%, due 03/01/16		8,628,518
	7,223,000	@@,#	TNK-BP Finance SA, 7.500%, due 07/18/16		7,701,524
	32,419,496	#	Toll Road Investors Partnership II LP, 17.590%, due 02/15/45		4,154,656
	2,681,000	#,C	Twin Reefs Pass-Through Trust, 6.350%, due 12/10/49		2,686,099
	5,086,000	@@,C,L	UFJ Finance Aruba AEC, 8.750%, due 12/31/49		5,370,399
	2,105,000	#,C	Wachovia Capital Trust V, 7.965%, due 06/01/27		2,203,333
					190,848,389
		Electric: 3.6%
	4,151,000	@@,#,I,L	Abu Dhabi National Energy Co., 6.500%, due 10/27/36		4,295,774
	3,654,000	#,C	Baltimore Gas & Electric, 6.350%, due 10/01/36		3,742,664
	8,139,033	C	CE Generation, LLC, 7.416%, due 12/15/18		8,526,028
	4,024,000	C	Cleveland Electric Illum, 5.950%, due 12/15/36		3,850,783
	8,581,000	C,L	Commonwealth Edison Co., 6.950%, due 07/15/18		8,867,425
	1,081,000	@@	Empresa Nacional de Electricidad SA, 7.325%, due 02/01/37		1,177,548
	7,680,000	@@,L	Empresa Nacional de Electricidad SA, 8.625%, due 08/01/15		9,055,864
	5,367,000	C	FirstEnergy Corp., 6.450%, due 11/15/11		5,602,579
	4,971,000	#,C	ITC Holdings Corp., 5.875%, due 09/30/16		4,942,123
	1,537,000	#,C	ITC Holdings Corp., 6.375%, due 09/30/36		1,537,828
	1,657,649	#,C	Juniper Generation, LLC, 6.790%, due 12/31/14		1,606,348
	5,310,000	C	Nevada Power Co., 5.950%, due 03/15/16		5,325,595
	8,066,000	C	NorthWestern Corp., 5.875%, due 11/01/14		7,937,404
	3,302,000	#,C	Potomac Edison Co., 5.800%, due 10/15/16		3,318,051
	1,403,409	#	Power Contract Financing, LLC, 6.256%, due 02/01/10		1,411,498
	637,604		PPL Montana, LLC, 8.903%, due 07/02/20		703,682
	5,185,000	C	Sierra Pacific Power Co., 6.000%, due 05/15/16		5,222,239
	880,000	C	Sierra Pacific Power Co., 6.250%, due 04/15/12		897,938
	4,929,000	C	Southern Co. CAP Trust I, 8.190%, due 02/01/37		5,140,612
	5,208,000	C	Southern Power Co., 6.375%, due 11/15/36		5,115,412

See Accompanying Notes to Financial Statements
91

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal
Amount

Value

Electric (continued)

3,004,000

Toledo Edison Co., 6.150%,
due 05/15/37

2,967,096

91,244,491

Energy-Alternate Sources: 0.2%

4,074,231

Salton Sea Funding Corp.,
7.840%, due 05/30/10

4,198,413

4,198,413

Food: 1.0%

23,045,000

Heinz Finance Co., 6.625%,
due 07/15/11

23,992,173

23,992,173

Gas: 0.4%

6,669,000

@@,#,C,L

Nakilat, Inc., 6.067%,
due 12/31/33

6,640,390

3,547,000

@@,#,C

Nakilat, Inc., 6.267%,
due 12/31/33

3,525,636

10,166,026

Healthcare-Products: 0.1%

3,533,000

Boston Scientific Corp.,
7.000%, due 11/15/35

3,530,403

3,530,403

Home Builders: 0.2%

4,313,000

D.R. Horton, Inc., 5.625%,
due 09/15/14

4,172,250

4,172,250

Insurance: 0.4%

7,282,000

@@,C,L

Aegon NV, 5.413%,
due 12/31/49

6,262,520

3,142,000

Metlife, Inc., 6.400%,
due 12/15/36

3,166,995

1,741,000

#,C,L

North Front Pass-Through
Trust, 5.810%, due 12/15/24

1,716,706

11,146,221

Media: 0.4%

1,666,000

CBS Corp., 5.500%,
due 05/15/33

1,387,998

9,090,000

#,C,L

Charter Communications
Operating, LLC, 8.375%,
due 04/30/14

9,533,138

10,921,136

Mining: 0.3%

8,015,000

Southern Copper Corp.,
7.500%, due 07/27/35

8,730,635

8,730,635

Multi-National: 0.2%

4,246,000

Corp. Andina de Fomento CAF,
5.125%, due 05/05/15

4,094,206

4,094,206

Oil & Gas: 2.1%

2,475,000

@@,#

EMP Nacional Del Petrole,
4.875%, due 03/15/14

2,354,534

1,588,000

@@,#

Empresa Nacional de Petroleo
ENAP, 6.750%, due 11/15/12

1,675,280

Principal Amount				Value
$	7,392,000	@@,#	Gaz Capital SA, 6.212%, due 11/22/16	$	7,462,224
	4,000,000		Greater Ohio Ethanol, LLC, 0.000%, due 12/31/13		3,985,000
	4,900,000		Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		4,910,721
	5,677,000	C	Hess Corp., 7.300%, due 08/15/31		6,354,891
	4,129,000	C,L	Pemex Project Funding Master Trust, 6.625%, due 06/15/35		4,229,128
	4,608,000	#	Pemex Project Funding Master Trust, 6.660%, due 06/15/10		4,741,632
	4,908,000	@@,#,C	Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, due 09/30/20		4,713,521
	7,064,000	#	Sabine Pass LP, 7.250%, due 11/30/13		7,037,510
	4,396,000	#	Sabine Pass LP, 7.500%, due 11/30/16		4,390,505
					51,854,946
		Pipelines: 0.7%
	7,988,000	#,C,I	Cameron Highway Oil Pipelines, 5.860%, due 12/15/17		7,810,770
	1,893,000	C,L	Northwest Pipeline Corp., 7.000%, due 06/15/16		1,987,650
	2,528,000	C	Transcontinental Gas Pipe Line Corp., 6.400%, due 04/15/16		2,565,920
	3,371,000	#	Williams Partners LP, 7.250%, due 02/01/17		3,455,275
	2,153,000	#,C	Williams Partners LP, 7.500%, due 06/15/11		2,255,268
					18,074,883
		Real Estate Investment Trusts: 0.7%
	874,000	C	Liberty Property LP, 6.375%, due 08/15/12		911,597
	3,533,000	C	Liberty Property LP, 7.750%, due 04/15/09		3,697,108
	8,019,000	#,C	Rouse Co. LP, 6.750%, due 05/01/13		8,093,192
	5,322,000	C	Simon Property Group LP, 5.000%, due 03/01/12		5,234,171
					17,936,068
		Retail: 0.6%
	6,388,000	C	Home Depot, Inc., 5.250%, due 12/16/13		6,349,621
	9,166,000	C	Home Depot, Inc., 5.875%, due 12/16/36		9,026,099
					15,375,720
		Savings & Loans: 0.1%
	2,347,000	C	Great Western Financial, 8.206%, due 02/01/27		2,447,261
					2,447,261
		Sovereign: 1.1%
	7,853,000	L	Fannie Mae, 7.250%, due 01/15/10		8,360,453
JPY	2,410,000,000	@@	Japan Treasury Bill, 0.490%, due 06/11/07		20,206,859
					28,567,312

See Accompanying Notes to Financial Statements
92

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
		Telecommunications: 1.0%
$	7,394,000	@@,C,L	Rogers Wireless, Inc., 7.250%, due 12/15/12	$	7,874,610
	4,922,000	C	Sprint Capital Corp., 6.875%, due 11/15/28		4,940,827
	2,225,000	C	Sprint Nextel Corp., 6.000%, due 12/01/16		2,172,530
	3,294,000	@@,C,L	Telecom Italia Capital SA, 7.200%, due 07/18/36		3,452,082
	6,600,000	@@,C	TELUS Corp., 8.000%, due 06/01/11		7,224,076
					25,664,125
Total Corporate Bonds/Notes (Cost $710,835,543)					712,190,811
U.S. GOVERNMENT AGENCY OBLIGATIONS: 27.8%
		Federal Home Loan Bank: 1.2%
	12,555,000		5.000%, due 10/02/09		12,568,396
	6,010,000	L	5.375%, due 08/19/11		6,119,015
	11,123,000		5.625%, due 06/13/16		11,468,514
					30,155,925
		Federal Home Loan Mortgage Corporation: 8.0%
	2,509,547	C	4.500%, due 12/15/16		2,463,966
	7,583,000	C	4.500%, due 02/15/20		7,077,921
	9,005,644	C	5.000%, due 08/15/16		8,878,322
	9,369,000	C	5.000%, due 12/15/17		9,199,059
	1,621,000	C	5.000%, due 05/15/20		1,572,002
	7,279,442	C	5.000%, due 08/15/21		7,196,711
	7,694,000	C	5.000%, due 04/15/23		7,365,475
	6,800,471	C	5.000%, due 02/15/35		6,656,101
	1,410,201		5.042%, due 04/01/35		1,384,130
	12,375,000	L	5.125%, due 04/18/08		12,375,705
	3,438,000		5.125%, due 04/18/11		3,465,119
	9,158,000	C	5.150%, due 01/24/11		9,164,768
	24,804,000	C	5.500%, due 04/24/09		24,809,928
	20,345,383	C	5.500%, due 08/15/20		19,575,246
	2,792,205		5.500%, due 06/01/36		2,765,121
	16,596,000	W	5.500%, due 01/00/00		16,414,473
	5,000,000	C	5.750%, due 05/11/11		5,005,360
	10,996,000		5.750%, due 06/27/16		11,465,342
	18,074,342	C	6.000%, due 01/15/29		18,233,708
	24,040,000	L	6.625%, due 09/15/09		25,053,070
	1,897,580		7.000%, due 09/01/26		1,954,898
	520,128		7.500%, due 11/01/28		543,261
					202,619,686
		Federal National Mortgage Association: 18.4%
	502,000		4.500%, due 11/15/36		470,468
	9,080,000	W	4.500%, due 01/00/00		8,759,367
	3,347,101		4.606%, due 08/01/35		3,280,569
	2,469,167	C	4.750%, due 12/25/42		2,455,184
	4,580,242		4.806%, due 08/01/35		4,520,524
	12,368,000	L	4.875%, due 12/15/16		12,253,460
	1,363,172		4.947%, due 04/01/35		1,359,648
	210,455,000	W	5.000%, due 01/12/36		203,220,609
	6,541,671		5.000%, due 02/25/29		6,454,021
	1,543,976		5.069%, due 07/01/35		1,520,118
	6,564,919		5.154%, due 09/01/35		6,560,945
	30,347,000	L	5.250%, due 08/01/12		30,531,085
	13,680,000		5.250%, due 09/15/16		13,953,655
	1,262,206		5.253%, due 08/01/35		1,246,782

Principal Amount					Value
$	15,739,000		W	5.500%, due 01/12/36	$	15,557,026
	23,824			5.500%, due 11/01/16		23,900
	116,109			5.500%, due 12/01/16		116,479
	19,007			5.500%, due 04/01/17		19,058
	41,851			5.500%, due 02/01/18		41,964
	13,315			5.500%, due 06/01/18		13,345
	64,514			5.500%, due 10/01/18		64,689
	236,000		W	5.500%, due 01/15/20		236,000
	3,538,000			5.500%, due 05/25/30		3,479,929
	4,176,603			5.500%, due 11/01/32		4,136,192
	25,170,645			5.500%, due 11/01/33		24,924,821
	2,618,402			5.500%, due 06/01/36		2,589,764
	2,787,712			5.500%, due 07/01/36		2,757,223
	16,132,922			5.500%, due 10/01/36		15,853,117
	8,575,192			5.500%, due 11/01/36		8,426,466
	15,792,057			5.500%, due 12/25/36		15,366,918
	18,528,000		C	5.600%, due 03/29/11		18,534,244
	2,845,431			5.600%, due 07/25/36		2,844,907
	156,671			6.000%, due 06/01/16		159,052
	20,219			6.000%, due 08/01/16		20,527
	298,917			6.000%, due 10/01/16		303,459
	361,105			6.000%, due 01/01/17		366,551
	138,180			6.000%, due 02/01/17		140,254
	715,020			6.000%, due 04/01/17		725,749
	464,884			6.000%, due 05/01/17		471,861
	214,584			6.000%, due 06/01/17		217,804
	391,002			6.000%, due 07/01/17		396,870
	597,661			6.000%, due 08/01/17		606,674
	1,945,308			6.000%, due 09/01/17		1,974,499
	9,266			6.000%, due 10/01/17		9,406
	458,157			6.000%, due 11/01/17		465,119
	10,013			6.000%, due 02/01/18		10,163
	433,568			6.000%, due 04/01/18		439,876
	110,249			6.000%, due 09/01/18		111,854
	154,787			6.000%, due 11/01/18		157,041
	186,353			6.000%, due 12/01/18		189,185
	9,590,881			6.000%, due 07/25/29		9,712,131
	5,132,615			6.000%, due 04/25/31		5,230,465
	21,754,000		W	6.500%, due 01/15/35		22,168,675
	2,687,328			6.500%, due 08/01/29		2,757,146
	238,590			6.500%, due 01/01/32		244,333
	199,396			6.500%, due 09/01/32		204,028
	431,242			6.500%, due 10/01/32		441,262
	18,276			7.000%, due 08/01/25		18,874
	12,480			7.000%, due 10/01/25		12,889
	4,345			7.000%, due 11/01/25		4,488
	74,058			7.000%, due 12/01/25		76,485
	98,755			7.000%, due 02/01/26		101,990
	208,187			7.000%, due 03/01/26		215,050
	131,098			7.000%, due 01/01/30		135,196
	2,740,887			7.000%, due 06/01/31		2,830,326
	123,954			7.000%, due 08/01/35		127,286
	849		I	7.125%, due 07/01/27		864
	10,551		I	7.180%, due 07/01/27		10,795
	14,919			7.500%, due 11/01/29		15,575
	97,802			7.500%, due 10/01/30		101,871
	106,431			7.500%, due 11/01/30		110,860
	1,786,309		C	7.500%, due 01/25/48		1,850,431
	272,700	��		10.000%, due 02/25/19		300,276
						465,009,717
			Government National Mortgage Association: 0.2%
	105,036			5.125%, due 12/20/29		105,198
	146,114			5.375%, due 04/20/28		147,440

See Accompanying Notes to Financial Statements
93

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
		Government National Mortgage Association (continued)
$	2,883,866		6.500%, due 10/15/31	$	2,964,618
	462,479		7.000%, due 04/15/26		478,480
	197,772		7.000%, due 05/15/32		204,423
	28,073		7.500%, due 04/15/22		29,288
	6,373		7.500%, due 05/15/22		6,648
	6,697		7.500%, due 06/15/22		6,987
	3,281		7.500%, due 08/15/22		3,423
	8,648		7.500%, due 06/15/24		9,033
	8,327		7.500%, due 01/15/26		8,706
	2,091		7.500%, due 07/15/26		2,187
	29,592		7.500%, due 03/15/29		30,887
	51,304		7.500%, due 04/15/29		53,548
	128,745		7.500%, due 08/15/29		134,377
	9,933		7.500%, due 09/15/29		10,367
	23,187		7.500%, due 10/15/29		24,201
	44,835		7.500%, due 12/15/29		46,809
	40,049		7.500%, due 01/15/30		41,812
	88,150		7.500%, due 02/15/30		92,030
	44,017		7.500%, due 05/15/30		45,954
	25,385		7.500%, due 06/15/30		26,503
	26,320		7.500%, due 07/15/30		27,478
	43,363		7.500%, due 08/15/30		45,272
	21,481		7.500%, due 10/15/30		22,427
	3,902		7.500%, due 11/15/30		4,072
	1,833		7.500%, due 01/15/31		1,914
	25,428		7.500%, due 02/15/31		26,554
	17,908		7.500%, due 03/15/31		18,700
	12,640		7.500%, due 04/15/31		13,200
	1,621		7.500%, due 09/15/31		1,693
	482,767		7.500%, due 12/15/31		504,033
	72,428		7.500%, due 01/15/32		75,613
	79,825		7.500%, due 03/15/32		83,344
	1,222		7.500%, due 04/15/32		1,276
	45,770		7.500%, due 05/15/32		47,806
	95,739		7.500%, due 06/15/32		99,998
	34,576		7.500%, due 07/15/32		36,114
	49,114		7.500%, due 08/15/32		51,298
	507,977		7.500%, due 09/15/32		530,575
					6,064,286
Total U.S. Government Agency Obligations (Cost $708,463,497)					703,849,614
U.S. TREASURY OBLIGATIONS: 11.2%
		U.S. Treasury Bonds: 4.1%
	878,000	L	4.500%, due 11/30/11		870,455
	51,485,000	L	4.500%, due 02/15/36		48,975,158
	18,460,000	L	4.625%, due 11/15/16		18,344,643
	20,782,000	L	6.000%, due 02/15/26		23,576,223
	10,211,000	L	6.250%, due 08/15/23		11,756,220
					103,522,699
		Treasury Inflation Protected Securities: 1.3%
	11,043,000		2.000%, due 01/15/16		10,844,541
	21,298,000	L	2.375%, due 04/15/11		21,573,974
					32,418,515
		U.S. Treasury Notes: 5.4%
	111,616,000	L	4.625%, due 11/30/08		111,245,435
	26,592,000	L	4.625%, due 11/15/09		26,517,223
					137,762,658

Principal Amount				Value
		U.S. Treasury Principal Only STRIP: 0.4%
$	41,606,000	L	Discount Note, due 02/15/36	$	10,542,586
					10,542,586
Total U.S. Treasury Obligations (Cost $285,931,584)					284,246,458
ASSET-BACKED SECURITIES: 3.0%
		Automobile Asset-Backed Securities: 0.1%
	842,000	C	AmeriCredit Automobile Receivables Trust, 4.220%, due 07/06/09		835,880
	534,287	C	Honda Auto Receivables Owner Trust, 2.790%, due 03/16/09		529,636
	1,188,423	C	Nissan Auto Receivables Owner Trust, 2.610%, due 07/15/08		1,179,658
					2,545,174
		Credit Card Asset-Backed Securities: 0.0%
	6,000	C	Bank One Issuance Trust, 4.540%, due 09/15/10		5,946
	8,000	C	MBNA Credit Card Master Note Trust, 4.950%, due 06/15/09		8,005
					13,951
		Home Equity Asset-Backed Securities: 1.5%
	2,338,500	C	Bayview Financial Revolving Mortgage Loan Trust, 5.850%, due 09/28/43		2,340,829
	10,593,000	C	GSAA Trust, 5.242%, due 06/25/34		10,477,296
	2,021,000	C	GSAA Trust, 5.882%, due 09/25/36		2,036,473
	9,441,000	C	GSAA Trust, 6.040%, due 07/25/36		9,532,464
	350,262	+,C	Merrill Lynch Mortgage Investors, Inc., 5.710%, (step rate 6.040%), due 07/25/34		351,461
	1,114,000	+,C	Renaissance Home Equity Loan Trust, 4.456%, (step rate 4.956%), due 05/25/35		1,103,700
	,977,000	+, C	Renaissance Home Equity Loan Trust, 4.723%, (step rate 5.223%), due 11/25/35		4,948,072
	4,000,000	C	Specialty Underwriting & Residential Finance, 5.550%, due 12/25/36		4,009,333
	1,990,000	C	Wells Fargo Home Equity Trust, 3.970%, due 05/25/34		1,948,622
	500,000	C	Wells Fargo Home Equity Trust, 4.430%, due 05/25/34		487,324
					37,235,574

See Accompanying Notes to Financial Statements
94

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
		Other Asset-Backed Securities: 1.4%
$	391,065	C	Amortizing Residential Collateral Trust, 5.850%, due 05/25/32	$	391,677
	996,000	C	Caterpillar Financial Asset Trust, 5.590%, due 02/25/09		995,845
	3,206	C	Chase Funding Mortgage Loan, 4.045%, due 05/25/33		3,164
	838,597	+,C	Chase Funding Mortgage Loan, 5.650%, (step rate 5.820%), due 07/25/33		840,846
	611,467	C	Citigroup Mortgage Loan Trust, Inc., 5.470%, due 02/25/35		611,924
	2,312,000	C	Countrywide Asset-Backed Certificates, 4.493%, due 02/25/36		2,291,737
	4,266,000	+,C	Credit-Based Asset Servicing and Securitization, 5.501%, (step rate 6.001%), due 12/25/36		4,256,554
	3,375,000	C	Equity One, Inc., 5.050%, due 09/25/33		3,329,838
	1,172,459	+,C	Fannie Mae Grantor Trust, 5.490%, (step rate 5.600%), due 04/25/35		1,174,257
	4,893,362	+,C	Lehman XS Trust, 5.630%, (step rate 5.880%), due 08/25/35		4,908,612
	666,179	+,C	Long Beach Mortgage Loan Trust, 5.680%, (step rate 5.980%), due 01/25/36		668,411
	2,496,023	C	Merrill Lynch Mortgage Investors, Inc., 5.530%, due 09/25/36		2,498,357
	5,845,000	C	Merrill Lynch Mortgage Investors, Inc., 5.550%, due 01/25/37		5,850,753
	2,065,000	+,C	Merrill Lynch Mortgage Investors, Inc., 5.609%, (step rate 6.109%), due 03/25/37		2,062,413
	204	C	Popular Mortgage Pass-Through Trust, 3.735%, due 12/25/34		203
	3,000	C	Popular Mortgage Pass-Through Trust, 4.000%, due 12/25/34		2,970
	1,697,000	C	Popular Mortgage Pass-Through Trust, 4.596%, due 11/25/35		1,681,385
	1,380,000	+,C	Renaissance Home Equity Loan Trust, 5.608%, (step rate 6.180%), due 05/25/36		1,379,940
	221,432	C	Residential Asset Mortgage Products, Inc., 5.660%, due 06/25/33		221,679
	2,799,429	+,C	Structured Asset Securities Corp., 6.000%, (step rate 6.500%), due 03/25/34		2,793,201
					35,963,766
Total Asset-Backed Securities (Cost $75,880,475)					75,758,465

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS: 33.4%
$	5,753,825	C	American Home Mortgage Assets, 5.758%, due 09/25/46	$	5,747,530
	7,305,836	+,C	American Home Mortgage Investment Trust, 5.640%, (step rate 5.900%), due 11/25/45		7,339,933
	6,027,315	C	American Home Mortgage Investment Trust, 5.790%, due 11/25/45		6,048,485
	385,000	C	Banc of America Commercial Mortgage, Inc., 4.429%, due 11/10/39		372,148
	3,941,000	C	Banc of America Commercial Mortgage, Inc., 4.502%, due 07/10/42		3,825,909
	7,612,000	C	Banc of America Commercial Mortgage, Inc., 4.611%, due 07/10/43		7,481,721
	2,735,000	C	Banc of America Commercial Mortgage, Inc., 4.764%, due 07/10/45		2,699,443
	4,720,000	C	Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		4,667,042
	4,150,000	C	Banc of America Commercial Mortgage, Inc., 4.891%, due 07/10/45		4,081,269
	783,772	C	Banc of America Commercial Mortgage, Inc., 5.226%, due 10/10/45		783,635
	710,000	C	Banc of America Commercial Mortgage, Inc., 5.309%, due 10/10/45		712,078
	525,408	C	Banc of America Commercial Mortgage, Inc., 5.363%, due 07/10/46		527,807
	3,295,000	C	Banc of America Commercial Mortgage, Inc., 5.463%, due 09/10/47		3,292,243
	235,878	C	Banc of America Commercial Mortgage, Inc., 5.685%, due 07/10/44		237,859
	970,000	C	Banc of America Commercial Mortgage, Inc., 6.186%, due 06/11/35		1,009,391
	12,267,562	C	Banc of America Funding Corp., 5.281%, due 09/20/35		12,069,172
	2,210,508	C	Banc of America Funding Corp., 5.720%, due 09/20/35		2,222,274
	6,116,158	C	Banc of America Funding Corp., 5.750%, due 09/20/34		6,086,893
	837,523	C	Banc of America Funding Corp., 5.850%, due 07/25/36		837,293
	5,901,998	C	Banc of America Funding Corp., 5.858%, due 05/20/36		5,892,028
	4,848,764	C	Banc of America Funding Corp., 7.240%, due 06/20/35		4,962,727
	5,430,000	C	Banc of America Mortgage Securities, 4.147%, due 07/25/34		5,287,734
	6,027,456	C	Banc of America Mortgage Securities, 5.181%, due 09/25/35		5,929,980

See Accompanying Notes to Financial Statements
95

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	2,284,993	C	Banc of America Mortgage Securities, 5.250%, due 11/25/19	$	2,261,760
	2,238,436	C	Banc of America Mortgage Securities, 5.500%, due 11/25/33		2,206,178
	4,979,222	C	Banc of America Mortgage Securities, 5.500%, due 06/25/35		4,948,710
	12,112,404	C,L	Bank of America Alternative Loan Trust, 6.290%, due 11/25/21		12,231,823
	3,135,532	C	Bank of America Alternative Loan Trust, 6.500%, due 04/25/36		3,175,708
	11,072,489	C	Bank of America Alternative Loan Trust, 6.500%, due 05/25/46		11,204,234
	1,810,094	+,C	Bear Stearns Alternative-A Trust, 5.670%, (step rate 5.960%), due 07/25/34		1,812,381
	3,083,000	C	Bear Stearns Commercial Mortgage Securities, 3.880%, due 08/13/39		2,995,572
	405,000	C	Bear Stearns Commercial Mortgage Securities, 4.030%, due 02/13/46		391,881
	3,380,000	C	Bear Stearns Commercial Mortgage Securities, 4.170%, due 01/12/41		3,307,604
	1,206,000	C	Bear Stearns Commercial Mortgage Securities, 4.565%, due 07/11/42		1,173,823
	1,189,102	C	Bear Stearns Commercial Mortgage Securities, 5.294%, due 09/11/41		1,190,381
	1,048,256	C	Bear Stearns Commercial Mortgage Securities, 5.415%, due 04/12/38		1,052,272
	777,000	C	Capco America Securitization Corp., 6.260%, due 10/15/30		786,564
	279,000	C	Capco America Securitization Corp., 6.460%, due 10/15/30		284,407
	6,167,579	C	Chase Manhattan Bank-First Union National Bank, 7.439%, due 08/15/31		6,451,610
	12,272,626	C	Chase Mortgage Finance Corp., 5.414%, due 12/25/35		12,119,219
	8,232,974	C	Chase Mortgage Finance Corp., 5.500%, due 11/25/35		8,178,757
	1,600,000	C	Citigroup Commercial Mortgage Trust, 4.639%, due 05/15/43		1,570,224
	1,463,777	C	Citigroup Commercial Mortgage Trust, 5.720%, due 03/15/49		1,483,400
	6,722,726	C	Citigroup Mortgage Loan Trust, Inc., 5.949%, due 06/25/36		6,741,650
	13,371,911	C	Citigroup Mortgage Loan Trust, Inc., 6.000%, due 11/25/35		13,377,973
	28,085,002	C	Citigroup Mortgage Loan Trust, Inc., 6.096%, due 08/25/36		28,155,355
	819,000	C	Commercial Mortgage Pass-Through Certificates, 3.600%, due 03/10/39		793,504

Principal Amount				Value
$	13,699,208	C	Countrywide Alternative Loan Trust, 5.416%, due 10/25/35	$	13,527,968
	1,972,550	C	Countrywide Alternative Loan Trust, 5.500%, due 02/25/25		1,964,748
	3,545,845	C	Countrywide Alternative Loan Trust, 5.560%, due 11/25/46		3,557,976
	9,053,315	C	Countrywide Alternative Loan Trust, 5.638%, due 11/25/46		9,053,315
	812,588	C	Countrywide Alternative Loan Trust, 5.650%, due 02/25/35		813,371
	7,919,183	C	Countrywide Alternative Loan Trust, 5.678%, due 11/25/46		7,919,183
	1,745,427	C	Countrywide Alternative Loan Trust, 6.000%, due 05/25/36		1,757,518
	13,202,768	C	Countrywide Alternative Loan Trust, 6.020%, due 09/25/36		13,234,460
	16,409,144	C	Countrywide Home Loan Mortgage Pass-Through Trust, 6.142%, due 02/25/35		16,501,035
	3,087,699	C	Credit Suisse First Boston Mortgage Securities Corp., 3.727%, due 03/15/35		2,984,208
	1,140,650	C	Credit Suisse First Boston Mortgage Securities Corp., 3.819%, due 05/15/36		1,092,399
	17,000	C	Credit Suisse First Boston Mortgage Securities Corp., 3.861%, due 03/15/36		16,642
	745,000	C	Credit Suisse First Boston Mortgage Securities Corp., 4.321%, due 01/15/37		720,624
	2,328,000	C	Credit Suisse First Boston Mortgage Securities Corp., 4.801%, due 03/15/36		2,269,590
	1,700,758	C	Credit Suisse First Boston Mortgage Securities Corp., 5.000%, due 08/25/20		1,679,270
	1,777,000	C	Credit Suisse First Boston Mortgage Securities Corp., 5.183%, due 11/15/36		1,769,348
	4,000	C	Credit Suisse First Boston Mortgage Securities Corp., 7.544%, due 04/15/62		4,310
	1,405,458	C	Credit Suisse Mortgage Capital Certificates, 4.991%, due 06/15/38		1,395,755
	4,528,095	C	Credit Suisse Mortgage Capital Certificates, 7.000%, due 08/25/36		4,590,249
	21,813	C	DLJ Commercial Mortgage Corp., 6.240%, due 11/12/31		22,065
	63,000	C	DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32		65,462
	5,699,960	C	FHR 2707 FH, 6.000%, due 04/15/32		5,764,973
	14,116,655	C	First Horizon Alternative Mortgage Securities, 5.500%, due 08/25/35		13,938,281
	4,953,626	C	First Horizon Asset Securities, Inc., 5.500%, due 12/25/35		4,914,757
	3,400,000	C	First Union National Bank Commercial Mortgage, 6.663%, due 01/12/43		3,569,263

See Accompanying Notes to Financial Statements
96

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	2,073,400	C	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39	$	2,031,414
	793,000	C	GE Capital Commercial Mortgage Corp., 4.371%, due 01/10/38		773,025
	301,000	C	GE Capital Commercial Mortgage Corp., 4.865%, due 07/10/39		296,454
	1,115,324	C	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		1,122,838
	3,750,615	C	GMAC Mortgage Corp. Loan Trust, 4.604%, due 10/19/33		3,637,585
	8,993,818	C	GMAC Mortgage Corp. Loan Trust, 5.265%, due 03/18/35		8,848,371
	6,606,000	C	Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37		6,586,638
	1,800,000	C	Greenwich Capital Commercial Funding Corp., 5.912%, due 07/10/38		1,851,526
	4,390,000	C	GS Mortgage Securities Corp. II, 5.626%, due 04/10/38		4,447,966
	1,481,514	#,C	GSMPS Mortgage Loan Trust, 5.700%, due 01/25/35		1,488,466
	2,019,185	+,C	Harborview Mortgage Loan Trust, 5.700%, (step rate 6.020%), due 01/19/35		2,028,853
	1,173,110	+,C	Homebanc Mortgage Trust, 5.780%, (step rate 6.180%), due 08/25/29		1,175,032
	6,265,000		HUDMZ 2006-2A B, 6.100%, due 06/12/42		6,265,000
	15,000,000	C	JP Morgan Alternative Loan Trust, 5.490%, due 08/25/36		15,048,306
	1,494,878		JP Morgan Alternative Loan Trust, 5.515%, due 01/25/36		1,488,416
	399,869,617	C,^	JP Morgan Chase Commercial Mortgage Securities Corp., 0.070%, due 01/12/43		995,235
	969,384	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.200%, due 07/12/35		943,999
	3,890,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.223%, due 01/15/42		3,785,159
	6,026,713	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.275%, due 01/12/37		5,879,174
	10,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.449%, due 01/12/38		9,728
	580,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.879%, due 01/12/38		566,524
	1,630,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.289%, due 05/15/45		1,633,223
	1,056,684	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.338%, due 05/12/45		1,058,867

Principal Amount				Value
$	978,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.455%, due 05/15/47	$	979,076
	1,951,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.495%, due 05/15/47		1,948,717
	758,218	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.833%, due 04/15/45		767,625
	4,589,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.857%, due 10/12/35		4,700,532
	4,005,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.861%, due 04/15/45		4,115,879
	26,243,458	C	JP Morgan Mortgage Trust, 5.408%, due 11/25/35		25,915,415
	1,794,000	C	LB-UBS Commercial Mortgage Trust, 3.992%, due 10/15/29		1,737,828
	10,000	C	LB-UBS Commercial Mortgage Trust, 4.201%, due 12/15/29		9,736
	499,000	C	LB-UBS Commercial Mortgage Trust, 4.310%, due 02/15/30		486,226
	1,707,000	C	LB-UBS Commercial Mortgage Trust, 4.510%, due 12/15/29		1,655,568
	2,520,000	C	LB-UBS Commercial Mortgage Trust, 4.547%, due 08/15/29		2,459,853
	2,276,000	C	LB-UBS Commercial Mortgage Trust, 4.567%, due 06/15/29		2,243,245
	2,807,000	C	LB-UBS Commercial Mortgage Trust, 4.583%, due 08/15/29		2,737,319
	3,638,000	C	LB-UBS Commercial Mortgage Trust, 4.821%, due 04/15/30		3,593,662
	1,066,000	C	LB-UBS Commercial Mortgage Trust, 4.836%, due 02/15/40		1,025,044
	2,050,000	C	LB-UBS Commercial Mortgage Trust, 4.885%, due 09/15/30		2,031,522
	2,416,000	C	LB-UBS Commercial Mortgage Trust, 4.998%, due 04/15/30		2,390,065
	3,322,000	C	LB-UBS Commercial Mortgage Trust, 5.103%, due 11/15/30		3,311,794
	1,661,000	C	LB-UBS Commercial Mortgage Trust, 5.207%, due 02/15/31		1,655,682
	4,256,000	C	LB-UBS Commercial Mortgage Trust, 5.227%, due 04/15/40		4,224,764
	1,421,408	C	LB-UBS Commercial Mortgage Trust, 5.741%, due 06/15/32		1,440,783
	5,220,000	C	LB-UBS Commercial Mortgage Trust, 6.226%, due 03/15/26		5,316,568
	3,638,000	C	LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		3,799,671
	4,500,000	C	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		4,768,304
	5,910,955	C	MASTR Alternative Loans Trust, 5.500%, due 01/25/20		5,902,193
	478,305	C	MASTR Alternative Loans Trust, 6.500%, due 05/25/33		480,343
	1,310,336	C	MASTR Alternative Loans Trust, 8.500%, due 05/25/33		1,323,924
	3,789,301	C	MASTR Seasoned Securities Trust, 5.750%, due 10/25/32		3,793,885
	92,309,229	#,C,^	Merrill Lynch Mortgage Trust, 0.193%, due 11/12/35		735,086

See Accompanying Notes to Financial Statements
97

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	2,725,000	C	Merrill Lynch Mortgage Trust, 4.892%, due 02/12/42	$	2,683,231
	2,076,000	C	Merrill Lynch Mortgage Trust, 5.660%, due 05/12/39		2,121,228
	1,360,397	C	Merrill Lynch/Countrywide Commercial Mortgage Trust, 4.711%, due 07/12/46		1,341,593
	1,475,000	C	Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.439%, due 02/12/39		1,485,814
	1,992,035	C	MLCC Mortgage Investors, Inc., 5.580%, due 04/25/29		1,994,274
	854,993	+,C	MLCC Mortgage Investors, Inc., 5.670%, (step rate 5.960%), due 01/25/29		856,000
	2,920,000	C	Morgan Stanley Capital I, 4.827%, due 06/12/47		2,867,856
	8,245,000	C	Morgan Stanley Capital I, 5.007%, due 01/14/42		8,157,309
	2,004,338	C	Morgan Stanley Capital I, 5.124%, due 03/12/44		1,997,565
	2,227,326	C	Morgan Stanley Capital I, 5.131%, due 11/12/41		2,220,936
	1,519,553	C	Morgan Stanley Capital I, 5.490%, due 07/12/44		1,530,953
	560,000	C	Morgan Stanley Capital I, 5.741%, due 08/12/41		572,978
	1,493,663	C	Morgan Stanley Dean Witter Capital I, 4.180%, due 03/12/35		1,443,873
	5,274,505	C	Mortgage Capital Funding, Inc., 6.663%, due 03/18/30		5,319,548
	98,990	C	MortgageIT Trust, 5.690%, due 11/25/35		99,120
	1,804,000	C	Nomura Asset Securities Corp., 6.690%, due 03/15/30		1,913,012
	3,669,650	C	Prudential Commercial Mortgage Trust, 3.669%, due 02/11/36		3,525,396
	16,056,624	C	RAAC Series, 5.250%, due 09/25/34		15,868,198
	5,385,218	C	RAST 2006-A10 A5, 6.500%, due 09/25/36		5,418,420
	13,251,267	C	Residential Accredit Loans, Inc., 5.500%, due 05/25/34		12,791,529
	1,916,812	C	Residential Accredit Loans, Inc., 5.510%, due 09/25/36		1,919,734
	1,915,945	C	Residential Accredit Loans, Inc., 5.580%, due 05/25/46		1,913,587
	4,817,423	C	Residential Accredit Loans, Inc., 5.720%, due 04/25/35		4,836,172
	7,247,692	C	Residential Accredit Loans, Inc., 5.795%, due 08/25/35		7,270,650
	1,483,669	C	Residential Funding Mortgage Security I, 5.800%, due 05/25/33		1,490,206
	10,181,692	C	Residential Funding Mortgage Security I, 6.000%, due 06/25/36		10,207,727
	1,087,644	+,C	Sequoia Mortgage Trust, 5.620%, (step rate 5.860%), due 01/20/35		1,089,938

Principal Amount				Value
$	1,533,345	C	Structured Adjustable Rate Mortgage Loan Trust, 5.660%, due 07/25/35	$	1,540,271
	2,312,638	+,C	Structured Asset Mortgage Investments, Inc., 5.590%, (step rate 5.800%), due 04/19/35		2,317,724
	11,252,803	C	Structured Asset Mortgage Investments, Inc., 7.141%, due 12/27/35		11,440,955
	1,696,699	C	Structured Asset Securities Corp., 5.500%, due 07/25/33		1,665,946
	2,871,665	C	Thornburg Mortgage Securities Trust, 5.700%, due 12/25/33		2,875,080
	3,293,020	+,C	Thornburg Mortgage Securities Trust, 5.720%, (step rate 6.060%), due 09/25/34		3,310,665
	610,000	C	Wachovia Bank Commercial Mortgage Trust, 5.223%, due 07/15/42		609,757
	1,382,218	C	Wachovia Bank Commercial Mortgage Trust, 5.726%, due 06/15/45		1,395,462
	1,470,000	C	Wachovia Bank Commercial Mortgage Trust, 5.935%, due 06/15/45		1,509,375
	4,604,772	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.000%, due 12/25/18		4,511,200
	3,591,399	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.620%, due 10/25/46		3,608,200
	8,664,661	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.728%, due 05/25/46		8,672,104
	2,744,737	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.728%, due 06/25/46		2,749,991
	14,719,460	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.750%, due 02/25/36		14,773,685
	4,256,000	+,C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.764%, (step rate 6.264%), due 10/25/36		4,225,036
	8,048,488	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 6.000%, due 07/25/36		8,050,656
	4,366,000	+,C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 6.081%, (step rate 6.581%), due 09/25/36		4,369,645
	14,559,727	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 6.200%, due 10/25/46		14,533,563

See Accompanying Notes to Financial Statements
98

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	12,516,817	C	Washington Mutual Alternative Mortgage Pass-Through Certifications, 5.630%, due 07/25/46	$	12,552,378
	1,826,162	C	Washington Mutual Alternative Mortgage Pass-Through Certifications, 5.920%, due 07/25/36		1,823,710
	1,126,819	C	Washington Mutual, Inc., 5.600%, due 01/25/45		1,129,103
	9,716,452	C	Washington Mutual, Inc., 5.610%, due 09/25/46		9,746,860
	4,701,757	C	Washington Mutual, Inc., 5.638%, due 10/25/46		4,703,412
	1,756,103	C	Washington Mutual, Inc., 5.660%, due 01/25/45		1,760,348
	3,073,048	C	Washington Mutual, Inc., 5.750%, due 08/25/45		3,088,602
	1,960,972	C	Washington Mutual, Inc., 5.777%, due 10/25/46		1,973,609
	1,930,440	+,C	Washington Mutual, Inc., 5.795%, (step rate 6.160%), due 06/25/44		1,938,261
	4,082,364	C	Washington Mutual, Inc., 6.000%, due 06/25/34		4,083,641
	6,671,000	C	Wells Fargo Mortgage-Backed Securities Trust, 3.499%, due 06/25/35		6,499,572
	6,791,000	C	Wells Fargo Mortgage-Backed Securities Trust, 4.109%, due 06/25/35		6,638,012
	5,950,000	C	Wells Fargo Mortgage-Backed Securities Trust, 4.500%, due 08/25/18		5,646,899
	6,771,591	C	Wells Fargo Mortgage-Backed Securities Trust, 5.000%, due 12/25/33		6,492,263
	10,684,090	C	Wells Fargo Mortgage-Backed Securities Trust, 5.387%, due 08/25/35		10,543,027
	5,888,342	C	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 12/25/35		5,768,735
	6,590,516	C	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 01/25/36		6,446,348
	24,378,546	C	Wells Fargo Mortgage-Backed Securities Trust, 5.690%, due 12/25/36		24,267,989
	11,653,208	C	Wells Fargo Mortgage-Backed Securities Trust, 5.989%, due 10/25/36		11,678,670
	11,461,952	C	Wells Fargo Mortgage-Backed Securities Trust, 6.000%, due 06/25/36		11,467,717
	10,210,641	C	Wells Fargo Mortgage-Backed Securities Trust, 6.001%, due 11/25/36		10,232,952
Total Collateralized Mortgage Obligations (Cost $845,981,805)					844,226,732

Principal
Amount

Value

MUNICIPAL BONDS: 1.0%

California: 0.3%

5,944,000

City of San Diego, 7.125%,
due 06/01/32

6,128,799

6,128,799

Louisiana: 0.3%

8,010,000

#,C

Tulane University of Louisiana,
6.174%, due 11/15/12

8,010,000

8,010,000

Michigan: 0.4%

10,230,000

Michigan Tobacco Settlement
Finance Authority, 7.309%,
due 06/01/34

10,618,535

10,618,535

Total Municipal Bonds
(Cost $24,316,710)

24,757,334

OTHER BONDS: 0.8%

Foreign Government Bonds: 0.8%

ARS

27,615,300

@@,L

Argentina Bonos, 0.000%,
due 09/30/14

9,942,248

TRY

19,627,000

Turkey Government
International Bond, 21.280%,
due 08/13/08

10,151,451

Total Other Bonds
(Cost $19,351,287)

20,093,699

Value

EQUITY-LINKED SECURITIES: 0.4%

Equity Linked Securities: 0.4%

11,900,000

KAUP Bank

11,171,875

Total Equity-Linked Securities
(Cost $11,900,000)

11,171,875

PREFERRED STOCK: 1.8%

Banks: 0.5%

497,280

Bank of American Corp.

12,407,136

12,407,136

Diversified Financial Services: 0.4%

319,705

Merrill Lynch & Co., Inc.

8,337,906

8,337,906

Insurance: 0.7%

411,692

@@,P

Aegon NV

10,693,951

285,147

Metlife, Inc.

7,502,218

18,196,169

Real Estate Investment Trusts: 0.2%

204,807

Duke Realty Corp.

5,320,886

5,320,886

Total Preferred Stock
(Cost $43,210,698)

44,262,097

Total Long-Term Investments
(Cost $2,725,871,599)

2,720,557,085

See Accompanying Notes to Financial Statements
99

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 18.6%

Mutual Fund: 1.4%

35,000,000

ING Institutional Prime Money
Market Fund

35,000,000

Total Mutual Fund
(Cost $35,000,000)

35,000,000

Repurchase Agreement: 1.2%

	31,456,000			Deutsche Bank Repurchase Agreement dated 12/29/06, 5.250%, due 01/02/07, $31,474,349 to be received upon repurchase (Collateralized by $30,179,000 v arious U.S. Government Agency Obligations, 3.375%-6.875%, Market Value plus accrued interest $32,085,236, due 07/15/08-09/15/10)					31,456,000
Total Repurchase Agreement (Cost $31,456,000)									31,456,000

Securities Lending Collateral^cc: 16.0%

404,474,535

The Bank of New York
Institutional Cash Reserves
Fund

404,474,535

Total Securities Lending
Collateral
(Cost $404,474,535)

404,474,535

Total Short-Term Investments
(Cost $470,930,535)

470,930,535

Total Investments in Securities (Cost $3,196,802,134)*	126.1	%	$	3,191,487,620
Other Assets and Liabilities - Net	(26.1	)		(661,261,668	)
Net Assets	100.0	%	$	2,530,225,952

@@ Foreign Issuer

STRIP Separate Trading of Registered Interest and Principal of Securities

MASTR Mortgage Asset Securitization Transaction, Inc.

+ Step-up basis bonds. Interest rates shown reflect current and future coupon rates.

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

I Illiquid security

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

ARS Argentine Peso

JPY Japanese Yen

TRY Turkish Lira

^ Interest Only (IO) Security

** Investment in affiliate

* Cost for federal income tax purposes is $3,197,459,593.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	14,424,136
Gross Unrealized Depreciation		(20,396,109	)
Net Unrealized Depreciation	$	(5,971,973	)

See Accompanying Notes to Financial Statements
100

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

ING VP Intermediate Bond Portfolio Credit Default Swap Agreements Outstanding on December 31, 2006:

Counterparty

Reference
Entity/Obligation

Buy/Sell
Protection

(Pay)/Receive
Fixed Rate

Termination
Date

Notional
Amount

Unrealized
Appreciation/
(Depreciation)

Morgan Stanley

Capital Services Inc.

Domtar Inc. 7.875% due 10/15/2011

Buy

(2.65

9/20/11

USD

2,758,500

(120,223

)

UBS AG

Domtar Inc. 7.875% due 10/15/2011

Sell

2.60

9/20/11

USD

2,761,000

105,407

Citibank N.A., New York Dow Jones CDX.NA.IG.6 Index

(3-7% Tranche)

Buy

(4.66)%

6/20/16

USD5,335,970

(226,652)

Citibank N.A., New York Dow Jones CDX.NA.IG.6 Index

(7-10% Tranche)

Sell

1.0025%

6/20/16

USD16,142,880

7,514

Citibank N.A., New York

Dow Jones CDX.NA.XO.7 Index

Buy

(1.65)%

12/20/11

USD26,099,000

(67,770)

Citibank N.A., New York Entergy Corporation 7.75%

due 12/15/2009

Sell

0.38%

12/20/11

USD9,466,000

21,519

Citibank N.A., New York Glitnir Banki HF Floating Rate Note

due 1/27/2010

Buy

(0.60)%

9/20/11

USD5,501,000

(62,690)

UBS AG Glitnir Banki HF Floating Rate Note

due 1/27/2010

Buy

(0.61)%

9/20/11

USD5,501,000

(71,920)

Morgan Stanley Capital Services Inc.

H.J. Heinz Co.6% due 3/15/2008

Buy

(0.35)%

9/20/11

USD16,503,000

(19,873)

Morgan Stanley Capital Services Inc.

H.J. Heinz Co.6% due 3/15/2008

Buy

(0.41)%

9/20/11

USD19,253,500

(72,050)

Morgan Stanley Capital Services Inc.

HCA Inc. LN Tranche Number: LN300285

Buy

(1.70)%

12/20/11

USD6,090,000

(124,243)

Barclays Bank PLC

Kinder Morgan Inc. 6.5% due 9/1/2012

Sell

1.70

9/20/11

USD

1,104,000

25,273

Merrill Lynch International

Kinder Morgan Inc. 6.5% due 9/1/2012

Buy

(1.90)%

9/20/11

USD2,761,000

(88,673)

UBS AG

Kinder Morgan Inc. 6.5% due 9/1/2012

Buy

(1.90

9/20/11

USD

2,761,000

(92,222

)

UBS AG Rogers Wireless Inc. 7.25%

due 12/15/2012

Sell

1.30%

12/15/12

USD5,454,000

175,353

UBS AG Russian Federation 5% Step

due 3/31/2030

Sell

0.31%

8/20/07

USD21,897,000

41,651

UBS AG Russian Federation 5% Step

��

due 3/31/2030

Sell

0.24%

8/20/07

USD14,485,000

1,997

Citibank N.A., New York

Telus Corporation 8% due 6/1/2011

Sell

0.45%

12/20/11

USD1,133,000

2,591

Goldman Sachs International

Telus Corporation 8% due 6/1/2011

Sell

0.47%

12/20/11

USD6,057,000

25,751

Citibank N.A., New York United States Steel Corporation 9.75%

due 5/15/2010

Buy

(1.70)%

12/20/16

USD1,130,000

(12,777)

Citibank N.A., New York United States Steel Corporation 9.75%

due 5/15/2010

Buy

(1.68)%

12/20/16

USD1,689,000

(16,639)

UBS AG

XL Capital Ltd. 5.25% due 9/15/2014

Buy

(0.61

9/20/16

USD

5,501,000

(123,138

)

UBS AG

XL Capital Ltd. 5.25% due 9/15/2014

Buy

(0.61

9/20/16

USD

11,002,000

(246,275

)

(938,089

)

ING VP Intermediate Bond Portfolio Open Futures Contracts on December 31, 2006

Contract Description	Number of Contracts		Notional Market Value ($)			Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
U.S. Treasury 2-Year Note		2,055		419,284,239		3/30/07	$	(1,427,037	)
U.S. Treasury 5-Year Note		2,849		299,323,063		3/30/07		(3,014,724	)
							$	(4,441,761	)
Short Contracts
90-Day Eurodollar		2,288		(541,569,600	)	3/19/07	$	118,870
U.S. Treasury 10-Year Note		789		(84,792,844	)	3/21/07		933,111
U.S. Treasury Long Bond		1,191		(132,722,063	)	3/21/07		2,982,041
							$	4,034,022

See Accompanying Notes to Financial Statements
101

PORTFOLIO OF INVESTMENTS
ING VP MONEY MARKET PORTFOLIO⁽¹⁾ AS OF DECEMBER 31, 2006

Principal Amount				Value
CERTIFICATES OF DEPOSIT: 2.5%
$	17,500,000	C	ABN Amro Bank, 5.350%, due 12/11/07	$	17,500,000
	6,000,000		Canadian Imperial Bank of Commerce, 5.350%, due 04/11/07		5,995,269
	8,000,000		Credit Suisse, 5.506%, due 02/02/07		7,995,060
	3,000,000		HBOS Treasury Services PLC, 5.350%, due 04/11/07		2,997,634
Total Certificates of Deposit (Cost $34,487,963)					34,487,963
COLLATERALIZED MORTGAGE OBLIGATIONS: 4.0%
	10,750,000	@@,#,C	Cheyne High Grade CDO Ltd., 5.380%, due 11/13/07		10,750,000
	15,200,000	@@,#,C	Newcastle CDO Ltd., 5.380%, due 03/26/07		15,200,000
	13,900,000	@@,#,C,I	Newcastle CDO Ltd., 5.380%, due 09/24/07		13,900,000
	13,900,000	@@,#,C,I	Newcastle CDO Ltd., 5.380%, due 10/24/07		13,900,000
Total Collateralized Mortgage Obligations (Cost $53,750,000)					53,750,000
COMMERCIAL PAPER: 38.4%
	35,000,000		Alliance & Leicester PLC, 5.280%, due 03/20/07		34,599,600
	3,000,000		ANZ National, 5.170%, due 04/04/07		2,959,932
	24,500,000		ASB Finance Ltd., 5.280%, due 02/01/07		24,408,408
	65,000,000	@@,#	BHP Billiton Financial USA Ltd., 5.330%, due 01/25/07		64,818,997
	21,000,000		Cafco LLC, 5.285%, due 01/05/07		20,987,668
	8,000,000	@@,#	Caisse Nationale, 5.295%, due 01/04/07		7,996,470
	64,000,000		Concord Minutemen Capital Co., LLC, 5.290%, due 02/06/07		63,605,040
	1,500,000	#	Concord Minutemen Capital Co., LLC, 5.360%, due 01/22/07		1,495,310
	2,000,000	#	Crown Point Capital Corp., 5.290%, due 01/10/07		1,997,355
	49,000,000		Crown Point Capital Corp., 5.330%, due 01/18/07		48,876,670
	31,000,000		Duke Funding High Grade I Ltd., 5.320%, due 01/12/07		30,919,702
	59,000,000		Monument Gardens Funding, LLC, 5.290%, due 01/22/07		58,851,647
	40,307,000	#	Old Line Funding, 5.320%, due 01/19/07		40,147,991
	16,000,000		Park Avenue Receivables Corp., 5.295%, due 02/21/07		15,879,980
	6,000,000		St. Germain Holdings Ltd., 5.300%, due 01/11/07		5,991,167
	6,000,000		Three Pillars Funding Corp., 5.260%, due 03/15/07		5,936,003
	15,346,000	#	Thunder Bay Funding, LLC, 5.330%, due 01/18/07		15,271,546

Principal Amount				Value
$	57,000,000		Tulip Funding Corp., 5.320%, due 01/02/07	$	56,991,577
	9,500,000		UBS Finance, 5.215%, due 05/11/07		9,321,096
	3,000,000		Westpac Trust, 5.400%, due 01/08/07		2,996,850
	5,978,000		Yorktown Capital, LLC, 5.350%, due 01/22/07		5,960,827
Total Commercial Paper (Cost $520,013,836)					520,013,836
CORPORATE BONDS/NOTES: 50.2%
	3,500,000	@@	Alliance & Leicester PLC, 5.449%, due 01/14/08		3,502,602
	15,000,000	#	Allstate Life Global Funding II, 5.430%, due 04/02/07		15,002,968
	5,500,000		American Express Bank FSB, 5.350%, due 10/18/07		5,500,988
	4,500,000		American Express Bank FSB, 5.430%, due 11/16/07		4,503,853
	13,000,000		American Express Bank FSB, 5.440%, due 07/19/07		13,007,761
	5,000,000		American Express Bank FSB, 5.440%, due 09/14/07		5,003,799
	13,690,000		American General Finance Corp., 5.292%, due 11/15/07		13,598,073
	17,200,000		American General Finance Corp., 5.400%, due 01/15/08		17,199,885
	6,700,000	#	American Honda Finance Corp., 5.476%, due 05/11/07		6,703,119
	24,000,000		Bank of America N.A., 5.315%, due 02/23/07		23,999,427
	17,000,000		Bank of America N.A., 5.315%, due 04/18/07		16,999,580
	9,500,000	#	Bank of New York, Inc., 5.410%, due 01/25/08		9,500,000
	13,000,000		Bear Stearns Cos., Inc., 5.370%, due 08/01/07		13,002,794
	12,750,000		Bear Stearns Cos., Inc., 5.410%, due 01/28/08		12,750,000
	12,300,000		Bear Stearns Cos., Inc., 5.430%, due 01/04/08		12,300,000
	6,000,000		Bear Stearns Cos., Inc., 5.486%, due 03/01/07		6,001,788
	17,000,000	@@	BNP Paribas, 5.312%, due 01/26/07		17,000,000
	24,000,000		Credit Suisse, 5.342%, due 01/12/07		23,999,597
	5,000,000		Credit Suisse, 5.356%, due 03/27/07		4,999,920
	32,000,000	#	Duke Funding High Grade I Ltd., 5.330%, due 06/06/07		31,998,629
	18,500,000		General Electric Capital Corp., 5.425%, due 06/22/07		18,507,591
	16,000,000		General Electric Capital Corp., 5.475%, due 07/09/07		16,000,000
	11,000,000	I	Goldman Sachs Group, Inc., 5.390%, due 02/14/07		11,000,000
	10,500,000	I	Goldman Sachs Group, Inc., 5.390%, due 05/11/07		10,500,000
	12,050,000	#	Goldman Sachs Group, Inc., 5.400%, due 01/15/08		12,050,000
	18,500,000	#	Goldman Sachs Group, Inc., 5.475%, due 09/14/07		18,514,109

See Accompanying Notes to Financial Statements
102

PORTFOLIO OF INVESTMENTS
ING VP MONEY MARKET PORTFOLIO⁽¹⁾ AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
CORPORATE BONDS/NOTES (continued)
$	3,500,000		Goldman Sachs Group, Inc., 5.510%, due 01/09/07	$	3,503,945
	7,800,000	@@,#	HBOS Treasury Services PLC, 5.396%, due 02/01/08		7,800,000
	27,000,000	@@,#	HBOS Treasury Services PLC, 5.436%, due 01/24/08		27,004,325
	27,000,000	@@,#	HBOS Treasury Services PLC, 5.452%, due 01/12/07		27,000,861
	2,000,000		HSBC Finance Corp., 5.461%, due 06/15/07		2,001,105
	8,700,000		JPMorgan Chase & Co., 5.378%, due 05/30/07		8,695,182
	11,000,000		Lehman Brothers Holdings, Inc., 5.415%, due 07/19/07		11,005,712
	11,000,000		Lehman Brothers Holdings, Inc., 5.494%, due 04/20/07		11,005,002
	32,000,000		Merrill Lynch & Co., Inc., 5.320%, due 07/27/07		32,000,000
	5,000,000		Merrill Lynch & Co., Inc., 5.390%, due 08/22/07		5,002,259
	31,400,000	#,I	Money Market Trust Series A, 5.425%, due 11/09/07		31,400,000
	1,047,000		Morgan Stanley, 4.037%, due 03/01/07		1,049,341
	2,400,000	C	Morgan Stanley, 5.445%, due 04/01/07		2,401,979
	8,000,000		Morgan Stanley, 5.499%, due 02/15/07		8,001,617
	15,000,000		Morgan Stanley, 5.512%, due 01/12/07		15,000,524
	14,000,000		Natixis SA, 5.310%, due 12/05/07		13,997,464
	3,500,000		Suntrust Bank, 5.320%, due 11/19/07		3,500,000
	27,000,000		Toronto Dominion Bank, 5.320%, due 04/27/07		27,000,000
	15,000,000		Toyota Motor Credit Corp., 5.302%, due 04/26/07		15,000,000
	24,600,000		Verizon Global Funding Corp., 5.470%, due 01/12/07		24,600,000
	4,500,000		Washington Mutual Bank, 5.355%, due 09/17/07		4,499,765
	23,500,000		Washington Mutual Bank, 5.410%, due 02/28/07		23,502,402
	13,500,000		Washington Mutual Bank, 5.415%, due 11/16/07		13,504,926
	10,800,000		Wells Fargo & Co., 5.386%, due 01/02/08		10,800,000
	7,800,000		Westpac Banking Corp., 5.393%, due 01/11/08		7,800,000
Total Corporate Bonds/Notes (Cost $680,222,892)					680,222,892
U.S. GOVERNMENT AGENCY OBLIGATIONS: 2.5%
		Federal Home Loan Bank: 2.5%
	34,000,000	C	5.555%, due 08/15/07		34,000,000
Total U.S. Government Agency Obligations (Cost $34,000,000)					34,000,000

Principal Amount				Value
REPURCHASE AGREEMENT: 2.6%

$	35,649,000			Morgan Stanley Repurchase Agreement dated 12/29/06, 5.250%, due 01/02/07, $35,669,795 to be received upon repurchase (Collateralized by $70,075,000 Resolution Funding Corp., 8.125%- 9.375%, Market Value plus accrued interest $36,362,594, due 10/15/19-10/15/20).				$	35,649,000
Total Repurchase Agreement (Cost $35,649,000)									35,649,000

Total Investments in Securities (Cost $1,358,123,691)*	100.2	%	$	1,358,123,691
Other Assets and Liabilities - Net	(0.2	)		(2,273,608	)
Net Assets	100.0	%	$	1,355,850,083

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

@@ Foreign Issuer

C Bond may be called prior to maturity date.

I Illiquid security

* Cost for federal income tax purposes is $1,358,123,810.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	0
Gross Unrealized Depreciation		(119	)
Net Unrealized Depreciation	$	(119	)

See Accompanying Notes to Financial Statements
103

ING VP GLOBAL SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO AS OF DECEMBER 31, 2006

Shares					Value
COMMON STOCK: 97.9%
			Bermuda: 0.8%
	33,100	@,L	Marvell Technology Group Ltd.		$	635,189
						635,189
			Brazil: 0.4%
	30,200	L	Net Servicos de Comunicacao SA ADR			361,796
						361,796
			Canada: 0.6%
	4,000	@,L	Research In Motion Ltd.			511,120
						511,120
			Cayman Islands: 0.7%
	22,800	L	Seagate Technology, Inc.			604,200
						604,200
			China: 0.0%
	1,400	@	China Communications Services			799
						799
			France: 2.0%
	39,800	L	Alcatel SA ADR			565,956
	4,700	@	Alstom			634,339
	3,400		Neopost SA			426,556
						1,626,851
			Germany: 2.4%
	33,800	@	Infineon Technologies AG			474,214
	15,700	L	SAP AG ADR			833,670
	8,200		Software AG			638,904
						1,946,788
			Guernsey: 0.6%
	13,400	@	Amdocs Ltd.			519,250
						519,250
			Hong Kong: 1.9%
	135,000	L	ASM Pacific Technology			750,566
	92,400		China Mobile Ltd.			796,483
						1,547,049
			India: 0.9%
	51,000	@	Bharti Airtel Ltd.			726,053
						726,053
			Japan: 2.4%
	7,000		Disco Corp.			492,216
	18,000		Kurita Water Industries Ltd.			388,238
	18,000		NSD CO., Ltd.			572,069
	2,500		Obic Co., Ltd.			518,131
				1,970,654
			Mexico: 1.2%
	21,500		America Movil SA de CV			972,230
						972,230
			Netherlands: 0.6%
	20,200	@,L	ASML Holding NV			497,526
						497,526
			Singapore: 1.0%
	653,900	@,L	STATS ChipPAC Ltd.			502,408
	17,771	@	Verigy Ltd.			315,435
						817,843

Shares				Value
				South Korea: 1.2%

4,500	@	NHN Corp.			$	547,355
700		Samsung Electronics Co., Ltd.				459,206
						1,006,561
		Sweden: 1.0%
20,600		Telefonaktiebolaget LM Ericsson ADR				828,738
						828,738
		Switzerland: 2.1%
3,700	L	Alcon, Inc.				413,549
3,600		Roche Holding AG				644,089
7,500		Roche Holding AG ADR				671,234
						1,728,872
		Taiwan: 5.6%
109,660		Cheng Uei Precision Industry Co., Ltd.				390,786
170,000	@	Gemtek Technology Corp.				368,768
132,433	@	HON HAI Precision Industry Co., Ltd.				942,275
66,135		Lite-On Technology Corp.				89,217
32,000		MediaTek, Inc.				329,546
660,000		Powerchip Semiconductor Corp.				443,390
250,000		Realtek Semiconductor Corp.				429,113
65,600		Taiwan Semiconductor Manufacturing Co., Ltd. ADR				717,008
597,728		Wistron Corp.				884,938
						4,595,041
		United Kingdom: 1.8%
79,500	@	Autonomy Corp. PLC				790,353
117,800		Meggitt PLC				713,010
						1,503,363
		United States: 70.7%
81,000	@,L		3	Com Corp.		332,910
27,300	@	Adobe Systems, Inc.				1,122,576
5,300	@,L	Affymax, Inc.				180,412
33,300	@	Agere Systems, Inc.				638,361
21,000	@	Agilent Technologies, Inc.				731,850
25,400	@,L	Akamai Technologies, Inc.				1,349,248
45,600	@,L	Alexion Pharmaceuticals, Inc.				1,841,784
7,500	L	Allergan, Inc.				898,050
8,900	@	Amgen, Inc.				607,959
12,300		Amphenol Corp.				763,584
19,200	@	Apple Computer, Inc.				1,628,928
30,700	@	Applera Corp. - Celera Genomics Group				429,493
35,500	L	Applied Materials, Inc.				654,975
13,500	@,L	aQuantive, Inc.				332,910
26,800		AT&T, Inc.				958,100
20,700	@,L	Atheros Communications, Inc.				441,324
16,900	@	Autodesk, Inc.				683,774
40,500	@,L	BEA Systems, Inc.				509,490
13,300	@,L	Biogen Idec, Inc.				654,227
49,700	@,L	BioMarin Pharmaceuticals, Inc.				814,583
10,800		Biomet, Inc.				445,716
24,800	@,L	Broadcom Corp.				801,288
17,400	@,L	Ciena Corp.				482,154
77,400	@	Cisco Systems, Inc.				2,115,343
16,600	@,L	Comcast Corp.				702,678
29,000	@	Corning, Inc.				542,590
15,800	@,L	Cyberonics				326,112

See Accompanying Notes to Financial Statements
104

ING VP GLOBAL SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			United States (continued)
	4,700	@,L	Cymer, Inc.	$	206,565
	16,000	@	Dell, Inc.		401,440
	10,100	@,L	Double-Take Software, Inc.		130,088
	10,300	@	Electronic Arts, Inc.		518,708
	12,000	@	Eschelon Telecom, Inc.		237,720
	19,400	@	Fiserv, Inc.		1,016,948
	31,700	@,L	Foundry Networks, Inc.		474,866
	13,100	@,L	Genentech, Inc.		1,062,803
	12,800	@	Gilead Sciences, Inc.		831,104
	15,300		Goodrich Corp.		696,915
	3,600	@	Google, Inc.		1,657,728
	10,100	L	Harris Corp.		463,186
	26,800		Hewlett-Packard Co.		1,103,892
	11,400	@	Huron Consulting Group, Inc.		516,876
	14,000	@	Hyperion Solutions Corp.		503,160
	47,400	@	Integrated Device Technology, Inc.		733,752
	48,700		Intel Corp.		986,175
	8,000	@,L	Intermune, Inc.		246,000
	15,300		International Business Machines Corp.		1,486,395
	3,400	@,L	Isilon Systems, Inc.		93,840
	9,300		Johnson & Johnson		613,986
	27,300	@,L	Juniper Networks, Inc.		517,062
	20,600	L	KLA-Tencor Corp.		1,024,850
	13,500	@,L	Lam Research Corp.		683,370
	15,900		Lockheed Martin Corp.		1,463,913
	18,200		Maxim Integrated Products		557,284
	16,400		Medtronic, Inc.		877,564
	13,600	@	MEMC Electronic Materials, Inc.		532,304
	9,800		Merck & Co., Inc.		427,280
	28,600	@,L	Micron Technology, Inc.		399,256
	44,200		Microsoft Corp.		1,319,812
	10,900		Molex, Inc.		344,767
	23,200		Motorola, Inc.		476,992
	32,200	@	Netlist, Inc.		312,984
	29,900	@,L	Network Appliance, Inc.		1,174,472
	13,100	@,L	NeuStar, Inc.		424,964
	10,100	@,L	Northstar Neuroscience, Inc.		145,238
	14,500	@,L	Nvidia Corp.		536,645
	37,800	@,L	Oplink Communications, Inc.		777,168
	4,300	@,L	Optium Corp.		107,242
	58,200	@	Oracle Corp.		997,548
	15,000		Pfizer, Inc.		388,500
	16,700	@,L	Pharmion Corp.		429,858
	21,300		Qualcomm, Inc.		804,927
	26,400	@	Regeneron Pharmaceuticals, Inc.		529,848
	13,000	@	SI International, Inc.		421,460
	19,400	@	Spansion, LLC		288,284
	11,200	@,L	Stanley, Inc.		189,392
	10,500		Stryker Corp.		578,655
	60,000	@	Sun Microsystems, Inc.		325,200
	34,500	@,L	Sybase, Inc.		852,150
	30,500	@,L	Symantec Corp.		635,925
	78,400	@	TIBCO Software, Inc.		740,096
	32,600	@,L	TTM Technologies, Inc.		369,358
	17,207	@	Varian Medical Systems, Inc.		818,537
	20,200	@	VeriSign, Inc.		485,810
	11,895	@,L	Waters Corp.		582,498
	31,441		Windstream Corp.		447,091
	29,000	@,L	Wright Medical Group, Inc.		675,120
	5,400	@	Zimmer Holdings, Inc.		423,252
					58,059,242
Total Common Stock (Cost $70,582,699)					80,459,165

Principal Amount				Value
SHORT-TERM INVESTMENTS: 25.0%
				Securities Lending Collateral^cc: 25.0%

$	20,519,212			The Bank of New York Institutional Cash Reserves Fund				$	20,519,212
Total Short-Term Investments (Cost $20,519,212)									20,519,212

Total Investments in Securities (Cost $91,101,911)*	122.9	%	$	100,978,377
Other Assets and Liabilities - Net	(22.9	)		(18,828,154	)
Net Assets	100.0	%	$	82,150,223

Certain foreign securities may have been fair valued in accordance with procedures approved by the Board of Directors/Trustees (note 2A).

@ Non-income producing security

ADR American Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

* Cost for federal income tax purposes is $91,303,545.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	10,946,767
Gross Unrealized Depreciation		(1,271,935	)
Net Unrealized Appreciation	$	9,674,832

See Accompanying Notes to Financial Statements
105

ING VP GLOBAL SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Industry	Percentage of Net Assets
Aerospace/Defense		3.5	%
Biotechnology		6.5
Commercial Services		0.8
Computers		11.6
Electrical Components & Equipment		0.4
Electronics		4.9
Engineering & Construction		0.2
Environmental Control		0.5
Hand/Machine Tools		0.6
Healthcare-Products		6.5
Internet		7.0
Machinery-Diversified		0.8
Media		1.3
Office/Business Equipment		0.5
Pharmaceuticals		6.2
Semiconductors		16.3
Software		12.8
Telecommunications		17.5
Short-Term Investments		25.0
Other Assets and Liabilities - Net		(22.9	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
106

ING VP GLOBAL SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

At December 31, 2006 the following forward currency contracts were outstanding for the ING VP Global Science and Technology Portfolio:

Currency		Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
								USD
Australia Dollars
AUD	940,000	Buy	1/10/07	NZD	1,092,496		741,777	$	(27,452	)
Australia Dollars
AUD	935,000	Buy	1/10/07	NZD	1,077,485		737,832		(20,827	)
Brazil Real
BRL	455,000	Buy	1/12/07	USD	210,162		212,470		2,308
Brazil Real
BRL	2,030,000	Buy	1/12/07	USD	937,211		947,941		10,730
Canada Dollars
CAD	1,100,000	Buy	1/10/07	USD	985,125		943,561		(41,564	)
Canada Dollars
CAD	1,085,000	Buy	1/10/07	USD	962,810		930,694		(32,116	)
EURO
EUR	564,000	Buy	1/10/07	USD	720,079		744,890		24,811
EURO
EUR	204,000	Buy	1/10/07	USD	261,218		269,428		8,210
EURO
EUR	685,000	Buy	1/10/07	USD	875,142		904,697		29,555
EURO
EUR	446,000	Buy	1/10/07	USD	569,976		589,044		19,068
EURO
EUR	250,000	Buy	1/10/07	USD	320,197		330,181		9,984
EURO
EUR	960,000	Buy	1/10/07	USD	1,224,509		1,267,897		43,388
EURO
EUR	281,000	Buy	1/10/07	USD	372,595		371,124		(1,471	)
EURO
EUR	148,000	Buy	1/10/07	USD	195,540		195,467		(73	)
Japanese Yen
JPY	6,424,000	Buy	1/10/07	USD	55,237		54,056		(1,181	)
Japanese Yen
JPY	234,405,000	Buy	1/11/07	USD	1,991,090		1,972,726		(18,364	)
Japanese Yen
JPY	235,980,000	Buy	1/11/07	USD	2,002,750		1,985,981		(16,769	)
Japanese Yen
JPY	117,990,000	Buy	1/11/07	USD	1,006,337		992,990		(13,347	)
Japanese Yen
JPY	117,990,000	Buy	1/11/07	USD	1,005,304		992,990		(12,314	)
Japanese Yen
JPY	50,853,000	Buy	1/10/07	USD	433,566		427,913		(5,653	)
Japanese Yen
JPY	113,215,000	Buy	1/10/07	USD	978,536		952,671		(25,865	)
New Zealand Dollars
NZD	2,161,538	Buy	1/10/07	AUD	1,875,000		1,521,943		42,334
Norway Krone
NOK	6,510,000	Buy	1/10/07	USD	977,874		1,044,582		66,708
Norway Krone
NOK	3,745,000	Buy	1/10/07	SEK	4,170,807		600,916		(8,739	)
Norway Krone
NOK	3,745,000	Buy	1/10/07	SEK	4,168,859		600,916		(8,455	)
Norway Krone
NOK	3,745,000	Buy	1/10/07	SEK	4,170,058		600,916		(8,630	)
Sweden Kronor
SEK	4,120,062	Buy	1/10/07	NOK	3,745,000		602,237		1,322
Sweden Kronor
SEK	8,233,083	Buy	1/10/07	NOK	7,490,000		1,203,445		1,614
								$	17,212
Brazil Real
BRL	820,000	Sell	1/12/07	USD	370,238		382,913		(12,675	)
Brazil Real
BRL	900,000	Sell	1/12/07	USD	406,780		420,270		(13,490	)
Brazil Real
BRL	765,000	Sell	1/12/07	USD	350,034		357,229		(7,195	)

See Accompanying Notes to Financial Statements
107

ING VP GLOBAL SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Currency		Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
								USD
Canada Dollars
CAD	1,105,000	Sell	1/10/07	USD	974,624		947,849	$	26,775
Canada Dollars
CAD	1,085,000	Sell	1/10/07	USD	961,590		930,695		30,895
Switzerland Francs
CHF	780,000	Sell	1/10/07	USD	638,631		640,746		(2,115	)
EURO
EUR	2,780,000	Sell	1/10/07	USD	3,576,804		3,671,617		(94,813	)
EURO
EUR	400,000	Sell	1/10/07	USD	506,608		528,290		(21,682	)
EURO
EUR	500,000	Sell	1/10/07	USD	637,542		660,363		(22,821	)
EURO
EUR	960,000	Sell	1/10/07	USD	1,224,551		1,267,896		(43,345	)
EURO
EUR	257,000	Sell	1/10/07	USD	343,375		339,426		3,949
British Pound Sterling
GBP	567,000	Sell	1/10/07	USD	1,079,888		1,110,255		(30,367	)
British Pound Sterling
GBP	93,500	Sell	1/10/07	USD	175,218		183,085		(7,867	)
Hong Kong Dollars
HKD	9,410,000	Sell	1/10/07	USD	1,213,412		1,210,295		3,117
Japanese Yen
JPY	330,557,500	Sell	1/10/07	USD	2,866,934		2,781,546		85,388
Japanese Yen
JPY	60,000,000	Sell	1/10/07	USD	520,544		504,883		15,661
Japanese Yen
JPY	117,990,000	Sell	1/11/07	USD	1,003,060		992,990		10,070
Japanese Yen
JPY	235,980,000	Sell	1/11/07	USD	2,006,121		1,985,980		20,141
Japanese Yen
JPY	151,165,000	Sell	1/11/07	USD	1,280,256		1,272,187		8,069
Japanese Yen
JPY	101,360,000	Sell	1/10/07	USD	860,059		852,915		7,144
Japanese Yen
JPY	135,000,000	Sell	1/11/07	USD	1,159,241		1,136,144		23,097
Japanese Yen
JPY	58,375,000	Sell	1/10/07	USD	509,203		491,209		17,994
Korea (South) Won
KRW	794,675,000	Sell	1/11/07	USD	838,176		854,691		(16,515	)
Korea (South) Won
KRW	1,600,000,000	Sell	1/12/07	USD	1,744,383		1,720,876		23,507
Norway Krone
NOK	5,695,000	Sell	1/10/07	USD	875,440		913,809		(38,369	)
Singapore Dollars
SGD	870,000	Sell	1/10/07	USD	555,201		567,532		(12,331	)
Taiwan New Dollars
TWD	90,000,000	Sell	1/10/07	USD	2,755,664		2,765,410		(9,746	)
								$	(57,524	)

See Accompanying Notes to Financial Statements
108

PORTFOLIO OF INVESTMENTS
ING VP INTERNATIONAL EQUITY PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 99.5%
			Australia: 4.4%
	55,410		BHP Billiton Ltd.	$	1,102,055
	110,000		BlueScope Steel Ltd.		745,933
	35,700		National Australia Bank Ltd.		1,136,571
	62,653		Santos Ltd.		487,590
					3,472,149
			Belgium: 2.9%
	7,000		KBC Groep NV		856,931
	9,126		Omega Pharma SA		686,742
	4,400		Umicore		747,637
					2,291,310
			Brazil: 1.8%
	6,300		Petroleo Brasileiro SA		648,837
	8,300	L	Uniao de Bancos Brasileiros SA GDR		771,568
					1,420,405
			China: 0.7%
	158,000		China Life Insurance Co., Ltd.		539,308
					539,308
			Egypt: 1.0%
	12,700		Orascom Telecom GDR		839,107
					839,107
			France: 12.1%
	95,209		Alcatel SA		1,358,337
	10,113	@,I	Atos Origin		598,010
	14,100		Bouygues		902,771
	6,114		Groupe Danone		924,578
	6,795		Societe Generale		1,149,511
	21,000		Total SA		1,511,105
	15,138		Veolia Environnement		1,154,482
	8,200	L	Vinci SA		1,045,103
	24,297		Vivendi		947,687
					9,591,584
			Germany: 7.3%
	9,216		Deutsche Bank AG		1,227,277
	6,900		Fresenius Medical Care AG & Co. KGaA		918,559
	6,800		Henkel KGaA		999,467
	12,287		Hochtief AG		890,918
	4,669		Muenchener Rueckversicherungs AG		804,476
	8,700		RWE AG		953,668
					5,794,365
			Greece: 1.2%
	25,487		Coca-Cola Hellenic Bottling Co. SA		994,403
					994,403
			Hong Kong: 0.8%
	55,000		Cheung Kong Holdings Ltd.		675,637
					675,637

Shares				Value
			Indonesia: 1.0%
	17,600		Telekomunikasi Indonesia Tbk PT ADR	$	802,560
					802,560
			Ireland: 2.0%
	39,100		Bank of Ireland		900,173
	37,308		Depfa Bank PLC		666,652
					1,566,825
			Italy: 5.9%
	136,735		Banca Intesa S.p.A.		1,053,045
	86,564		Capitalia S.p.A.		816,782
	26,600		ERG S.p.A.		607,259
	35,108		Italcementi S.p.A.		988,109
	482,106		Telecom Italia S.p.A.		1,220,887
					4,686,082
			Japan: 22.0%
	28,200		Don Quijote Co., Ltd.		538,322
	141		East Japan Railway Co.		939,885
	238,500	@	Haseko Corp.		851,093
	35,500	@	Hitachi Construction Machinery Co., Ltd.		953,327
	16,400	@	Hoya Corp.		639,220
	93	L	Kenedix, Inc.		419,546
	43,000		Matsushita Electric Industrial Co., Ltd.		862,214
	122		Mitsubishi UFJ Financial Group, Inc.		1,513,507
	96,000		Mitsui OSK Lines Ltd.		948,161
	198		Nippon Telegraph & Telephone Corp.		976,435
	20,700		Seven & I Holdings Co., Ltd.		643,667
	3,360		SFCG Co., Ltd.		521,907
	20,000		Shinko Electric Industries		521,195
	111,000		Sumitomo Chemical Co., Ltd.		858,969
	52,000		Sumitomo Corp.		778,426
	269,000		Sumitomo Metal Industries Ltd.		1,167,923
	41,000		Sumitomo Rubber Industries, Inc.		528,883
	60,000		Sumitomo Trust & Banking Co., Ltd.		628,225
	137,000	L	Taisei Corp.		417,019
	24,900		Tokyo Electric Power Co., Inc.		804,427
	129,000		Toshiba Corp.		838,269
	35,200		Yamaha Motor Co., Ltd.		1,106,468
					17,457,088
			Mexico: 1.1%
	7,400		Fomento Economico Mexicano SA de CV ADR		856,624
					856,624
			Netherlands: 4.4%
	49,000		Royal Dutch Shell PLC - Class B		1,713,177
	42,265	@,L	Tele Atlas NV		888,869
	20,204	@	Tomtom, Inc.		869,916
					3,471,962
			Norway: 2.2%
	30,280		Norsk Hydro ASA		934,660
	33,850	@	Petroleum Geo-Services		792,317
					1,726,977

See Accompanying Notes to Financial Statements
109

PORTFOLIO OF INVESTMENTS
ING VP INTERNATIONAL EQUITY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			South Africa: 0.9%
	20,000		Sasol, Ltd. ADR	$	738,000
					738,000
			South Korea: 0.8%
	7,837		Kookmin Bank ADR		631,976
					631,976
			Sweden: 1.1%
	26,500		Atlas Copco AB		856,442
					856,442
			Switzerland: 5.1%
	9,470		Roche Holding AG		1,694,312
	25,560		UBS AG		1,546,833
	3,122		Zurich Financial Services AG		837,592
					4,078,737
			United Kingdom: 20.8%
	22,275		AstraZeneca PLC		1,193,750
	105,043		Barclays PLC		1,499,802
	98,426	@	British Airways PLC		1,014,829
	33,121		British American Tobacco PLC		927,430
	17,875		Carnival PLC		902,990
	179,195		First Choice Holidays PLC		995,578
	62,600		GlaxoSmithKline PLC		1,647,683
	128,503		HSBC Holdings PLC		2,338,734
	109,393		International Power PLC		814,786
	360,297		Legal & General Group PLC		1,107,295
	76,482		Reed Elsevier PLC		838,846
	27,880		Scottish & Southern Energy		846,674
	51,205		Unilever PLC		1,424,153
	364,087		Vodafone Group PLC		1,005,488
					16,558,038
Total Common Stock (Cost $65,311,349)					79,049,579
Principal Amount				Value
SHORT-TERM INVESTMENTS: 4.1%
			Repurchase Agreement: 0.6%

447,000

Goldman Sachs Repurchase

Agreement dated 12/29/06,

5.220%, due 01/02/07,

447,259

to be received

upon repurchase (Collateralized

by $455,000 Federal

Home Loan Bank, 4.625%,

Market Value plus accrued

interest $460,398, due 02/08/08)

$447,000

Total Repurchase Agreement

(Cost $447,000)

447,000

Principal Amount				Value
				Securities Lending Collateral^cc: 3.5%

2,781,095

The Bank of New York

Institutional Cash

Reserves Fund

$2,781,095

Total Securities Lending Collateral

(Cost $2,781,095)

2,781,095

Total Short-Term Investments

(Cost $3,228,095)

3,228,095

Total Investments in

Securities
(Cost $68,539,444)*

103.6%

$82,277,674

Other Assets and
Liabilities - Net

(3.6

)

(2,828,537

)

Net Assets

100.0

79,449,137

Certain foreign securities may have been fair valued in accordance with procedures approved by the Board of Directors/Trustees (note 2A).

@ Non-income producing security

ADR American Depositary Receipt

GDR Global Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

I Illiquid security

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

* Cost for federal income tax purposes is $68,625,206.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	14,795,549
Gross Unrealized Depreciation		(1,143,081	)
Net Unrealized Appreciation	$	13,652,468

See Accompanying Notes to Financial Statements
110

PORTFOLIO OF INVESTMENTS
ING VP INTERNATIONAL EQUITY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Industry	Percentage of Net Assets
Agriculture		1.2	%
Airlines		1.3
Auto Parts & Equipment		0.7
Banks		19.1
Beverages		2.3
Building Materials		1.2
Chemicals		2.0
Computers		0.7
Distribution/Wholesale		1.0
Diversified Financial Services		3.1
Electric		4.3
Electrical Components & Equipment		1.0
Electronics		0.8
Engineering & Construction		4.1
Food		3.0
Healthcare-Services		1.2
Home Builders		1.1
Home Furnishings		1.1
Household Products/Wares		1.3
Insurance		4.1
Iron/Steel		2.4
Leisure Time		3.8
Machinery-Construction & Mining		2.3
Media		2.2
Mining		1.4
Oil & Gas		8.4
Oil & Gas Services		1.0
Pharmaceuticals		6.6
Real Estate		0.8
Retail		1.5
Semiconductors		0.7
Software		2.2
Telecommunications		7.8
Transportation		2.4
Water		1.4
Short-Term Investments		4.1
Other Assets and Liabilities - Net		(3.6	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
111

TAX INFORMATION (UNAUDITED)

Dividends paid during the year ended December 31, 2006 were as follows:

Fund Name	Type	Per Share Amount
ING VP Balanced Portfolio
Class I	NII	$	0.3317
Class S	NII	$	0.2990
ING VP Growth and Income Portfolio
Class ADV	NII	$	0.2681
Class I	NII	$	0.2732
Class S	NII	$	0.2293
ING VP Growth Portfolio
Class I	NII	$	0.0056
Class S	NII	$	—
ING VP Small Company Portfolio
Class I	NII	$	0.0888
Class S	NII	$	0.0428
All Classes	STCG	$	0.2237
All Classes	LTCG	$	3.1478

Fund Name	Type	Per Share Amount
ING VP Value Opportunity Portfolio
Class I	NII	$	0.2056
Class S	NII	$	0.1989
ING VP Intermediate Bond Portfolio
Class ADV	NII	$	0.5308
Class I	NII	$	0.5377
Class S	NII	$	0.5076
ING VP Money Market Portfolio
Class I	NII	$	0.3981
ING VP International Equity Portfolio
Class I	NII	$	0.1726
Class S	NII	$	0.1565

NII — Net investment income
STCG — Short-term capital gain
LTCG — Long-term capital gain

Of the ordinary distributions made during the year ended December 31, 2006, the following percentages qualify for the dividends received deduction (DRD) available to corporate shareholders:

ING VP Balanced Portfolio	42.02	%
ING VP Growth and Income Portfolio	100.00	%
ING VP Growth Portfolio	100.00	%
ING VP Small Company Portfolio	43.84	%
ING VP Value Opportunity Portfolio	100.00	%
ING VP Intermediate Bond Portfolio	0.99	%

For the year ended December 31, 2006, the following is a percentage of net investment income dividends paid by the Portfolio that is designated as qualifying dividend income (QDI) subject to reduced income tax rates for individuals:

ING VP Growth and Income Portfolio

100.00

Pursuant to Section 853 of the Internal Revenue Code, the Portfolio designates the following amount as foreign taxes paid for the year ended December 31, 2006:

				Foreign Taxes Paid				Per Share Amount
ING VP International Equity Portfolio				$	125,583			$	0.0194

Listed below are the gross income earned and foreign taxes paid by country for ING VP International Equity Portfolio. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

Country	Income Earned		Foreign Tax Withheld
Australia	$	146,741	$	—
Belgium		41,845		3,402
Brazil		32,937		—
Canada		2,001		300
China		2,926		—
Egypt		8,025		—
Finland		75,031		11,255
France		191,678		28,723
Germany		199,657		23,746
Greece		29,642		—
Hong Kong		25,969		—
Hungary		11,901		—
Indonesia		20,655		2,535
Ireland		27,931		—
Italy		93,749		14,062
Japan		195,006		13,665
Netherlands		16,139		2,420
Norway		47,081		7,064
Singapore		8,915		—
South Korea		2,660		439
Spain		6,717		1,011
Sweden		52,046		7,807
Switzerland		61,521		9,154
United Kingdom		1,059,810		—
Subtotal		2,360,583		125,583
United States		119,043		—
Total	$	2,479,626	$	125,583

Foreign taxes paid or withheld should be included in taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments. Shareholders are strongly advised to consult their own tax advisors regarding the appropriate treatment of foreign taxes paid.

Above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and gains under U.S. generally accepted accounting principles (book) purposes and Internal Revenue Service (tax) purposes.

Shareholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investments in the Portfolios. In January, shareholders, excluding corporate shareholders, receive an IRS 1099-DIV regarding the federal tax status of the dividends and distributions they received in the calendar year.

112

DIRECTOR/TRUSTEE AND OFFICER INFORMATION (UNAUDITED)

The business and affairs of the Portfolios are managed under the direction of the Board. A director/trustee who is not an interested person of the Funds, as defined in the 1940 Act, is an independent director/trustee ("Non-Interested Director/Trustee"). The Directors/Trustees of the Funds are listed below. The Statement of Additional Information includes additional information about directors/trustees of the Funds and is available, without charge, upon request at 1-800-992-0180.

Name, Address
and Age

Position(s)
held
with the
Company/
Trust

Term of
Office and
Length of
Time
Served⁽¹⁾

Principal
Occupation(s)
during the
Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen by
Director/
Trustee

Other
Directorships
held by
Director/
Trustee

Non-Interested Directors/Trustees:

Albert E. DePrince, Jr.
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 65

Director/Trustee

June 1998 - Present

Professor of Economics and Finance, Middle Tennessee State University (August 1991 - Present).

President, Academy of Economics and Finance (February 2006 - Present).

Maria Teresa Fighetti
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63

Director/Trustee

April 1994 - Present

Retired. Formerly, Associate Commissioner/Attorney, New York City Department of Mental Health (June 1973 -October 2002).

None

Sidney Koch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 71

Director/Trustee

April 1994 - Present

Self-Employed Consultant (June 2000 - Present).

None

Dr. Corine T. Norgaard
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 69

Director/Trustee

June 1991 - Present

Retired. Formerly, President, Thompson Enterprises (September 2004 - September 2005); and Dean, Barney School of Business, University of Hartford (August 1996 - June 2004).

Member, Board of Directors, Mass Mutual Corporate and Participation Investors (April 1997 - Present); Mass Mutual Premier Series (December 2004 - Present); and Mass Mutual MML Series II (April 2005 - Present).

Edward T. O'Dell
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 71

Director/Trustee

June 2002 - Present

Retired. Formerly, Partner of Goodwin Procter LLP (June 1966 - September 2000).

None

Joseph E. Obermeyer
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49

Director/Trustee

January 2003 - Present

President, Obermeyer & Associates, Inc. (November 1999 - Present).

None

(1) Directors/Trustees serve until their successors are duly elected and qualified, subject to the Board's retirement policy.

113

TRUSTEE AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s) Held with
the Company/Trust

Term of Office and
Length of Time Served⁽¹⁾

Principal Occupation(s) during the
Past Five Years

Officers:

Shaun P. Mathews
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 51

President and Chief Executive Officer

December 2006 - Present

President and Chief Executive Officer, ING Investments, LLC and ING Funds Services, LLC (December 2006 - Present); and Head of ING USFS Mutual Funds and Investment Products (October 2004 - Present). Formerly, CMO, ING USFS (April 2002 - October 2004); and Head of Rollover/Payout (October 2001 - December 2003).

Michael J. Roland
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 48

Executive Vice President

April 2002 - Present

Executive Vice President, ING Investments, LLC (December 2001 - Present). Formerly, Chief Compliance Officer, ING Investments, LLC and Directed Services, LLC (October 2004 - December 2005); Chief Financial Officer and Treasurer, ING Investments, LLC (December 2001 - March 2005); and Senior Vice President, ING Investments, LLC (June 1998 - December 2001).

Stanley D. Vyner
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 56

Executive Vice President

March 2002 - Present

Executive Vice President, ING Investments, LLC (July 2000 - Present), and Chief Investment Risk Officer, ING Investments, LLC (January 2003 - Present). Formerly, Chief Investment Officer of the International Portfolios, ING Investments, LLC (August 2000 - January 2003).

Joseph M. O'Donnell
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52

Chief Compliance Officer

Executive Vice President

November 2004 - Present

March 2006 - Present

Chief Compliance Officer of the ING Funds (November 2004 - Present); ING Investments, LLC and Directed Services, LLC (March 2006 - Present); and Executive Vice President of the ING Funds (March 2006 - Present). Formerly, Vice President, Chief Legal Counsel, Chief Compliance Officer and Secretary of Atlas Securities, Inc., Atlas Advisers, Inc. and Atlas Funds (October 2001 - October 2004); and Chief Operating Officer and General Counsel of Matthews International Capital Management LLC and Vice President and Secretary of Matthews International Funds (August 1999 - May 2001).

Robert S. Naka
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 43

Executive Vice President and Chief Operating Officer

Assistant Secretary

March 2006 - Present

March 2002 - Present

Executive Vice President and Chief Operating Officer, ING Funds Services, LLC and ING Investments, LLC (March 2006 - Present); and Assistant Secretary, ING Funds Services, LLC (October 2001 - Present). Formerly, Senior Vice President, ING Investments, LLC (August 1999 - March 2006).

Todd Modic
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 39

Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary

March 2005 - Present

Senior Vice President, ING Funds Services, LLC (April 2005 - Present). Formerly, Vice President, ING Funds Services, LLC (September 2002 - March 2005); and Director of Financial Reporting, ING Investments, LLC (March 2001 - September 2002).

Kimberly A. Anderson
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 42

Senior Vice President

December 2003 - Present

Senior Vice President, ING Investments, LLC (October 2003 - Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC (January 2001 - October 2003).

Ernest J. C'DeBaca
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 37

Senior Vice President

June 2006 - Present

Senior Vice President, ING Funds Services, LLC (April 2006 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (January 2004 - March 2006); and Attorney-Adviser, U.S. Securities and Exchange Commission (May 2001 - December 2003).

114

TRUSTEE AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s) Held with
the Company/Trust

Term of Office and
Length of Time Served⁽¹⁾

Principal Occupation(s) during the
Past Five Years

Robert Terris
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 36

Senior Vice President

June 2006 - Present

Senior Vice President of Operations, ING Funds Services, LLC (May 2006 - Present). Formerly, Vice President of Administration, ING Funds Services, LLC (September 2001 - May 2006).

Robyn L. Ichilov
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 39

Vice President and Treasurer

March 2002 - Present

Vice President and Treasurer, ING Funds Services, LLC (October 2001 - Present) and ING Investments, LLC (August 1997 - Present).

Lauren D. Bensinger
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 52

Vice President

March 2003 - Present

Vice President and Chief Compliance Officer, ING Funds Distributor, LLC (July 1995 - Present); and Vice President (February 1996 - Present); and Director of Compliance, ING Investments, LLC (October 2004 - Present). Formerly, Chief Compliance Officer, ING Investments, LLC (October 2001 - October 2004).

Maria M. Anderson
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 48

Vice President

September 2004 - Present

Vice President, ING Funds Services, LLC (September 2004 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC (October 2001 - September 2004); and Manager Fund Accounting and Fund Compliance, ING Investments, LLC (September 1999 - October 2001).

Kimberly K. Palmer
7337 E. Doubletree Rand Rd.
Scottsdale, Arizona 85258
Age: 49

Vice President

March 2006 - Present

Vice President, ING Funds Services, LLC (March 2006 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC (August 2004 - March 2006); Manager, Registration Statements, ING Funds Services, LLC (May 2003 - August 2004); Associate Partner, AMVESCAP PLC (October 2000 - May 2003); and Director of Federal Filings and Blue Sky Filings, INVESCO Funds Group, Inc. (March 1994 - May 2003).

Susan P. Kinens
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 30

Assistant Vice President

March 2003 - Present

Assistant Vice President, ING Funds Services, LLC (December 2002 - Present); and has held various other positions with ING Funds Services, LLC for more than the last five years.

Theresa K. Kelety
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 43

Secretary

September 2003 - Present

Counsel, ING Americas, U.S. Legal Services (April 2003 - Present). Formerly, Senior Associate with Shearman & Sterling (February 2000 - April 2003).

Huey P. Falgout, Jr.
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 43

Assistant Secretary

September 2003 - Present

Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (November 2002 - September 2003); and Associate General Counsel of AIG American General (January 1999 - November 2002).

(1) The officers hold office until the next annual meeting of the Directors/Trustees and until their successors have been elected and qualified.

115

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

Board Consideration and Approval of Investment Advisory and Sub-Advisory Agreements

The 1940 Act , provides, in substance, that each investment advisory agreement and sub-advisory agreement for a mutual fund will terminate automatically after the initial term of the agreement (which term may not exceed two years), unless continuation of the agreement is approved annually by the Board of Trustees or Directors, as the case may be (the "Board") of the fund, including a majority of the Trustees/Directors who have no direct or indirect interest in the agreement and who are not "interested persons" of the fund (the "Independent Trustees"). Consistent with this requirement of the 1940 Act, the Board of ING VP Balanced Portfolio, Inc., ING Strategic Allocation Portfolios, Inc., ING GET Fund, ING VP Intermediate Bond Portfolio, ING VP Money Market Portfolio, ING Variable Funds, ING Variable Portfolios, Inc. and ING Series Fund, Inc., with respect to each portfolio series thereof (collectively, the "Funds") has established a process for considering on an annual basis approval of the continuation of the Investment Management Agreement for each Fund (the "Advisory Agreement") with ING Investments, LLC (the "Adviser") and the sub-advisory agreement for each Fund (collectively, the "Sub-Advisory Agreements") with each sub-adviser of the Funds (the "Sub-Advisers"). Set forth below is a description of the process followed by the Board in considering approval of the continuation of each Advisory and Sub-Advisory Agreement (collectively, the "Agreements"), together with an explanation of many of the factors considered and related conclusions reached by the Board in voting to approve the continuation of each Agreement for an additional one-year period commencing January 1, 2007, followed by specific considerations with respect to each Portfolio covered in this Annual Report (each, a "Portfolio").

Overview of the Review Process

At a meeting of the Board held on December 13, 2006, the Board, including all of the Independent Trustees, voted to approve continuation of each of the existing Advisory and Sub-Advisory Agreements for the Funds. Prior to voting such approvals, the Board received the affirmative recommendation of the Contracts Committee of the Board, which is a Committee of the Board comprised of all of the Independent Trustees and exclusively of the Independent Trustees. The Contracts Committee recommended approval of the Advisory and Sub-Advisory Agreements after completing an extensive review of information requested by the Committee from the Adviser and each Sub-Adviser, including the following: (1) comparative performance data for each Fund for various time periods; (2) comparative data regarding management fees, including data regarding the fees charged by the Adviser and Sub-Advisers for managing other mutual funds and institutional accounts using inv estment strategies and techniques similar to those used in managing the Funds; (3) comparative data regarding the total expenses of each Fund; (4) copies of each form of Advisory Agreement and Sub-Advisory Agreement; (5) copies of the codes of ethics of the Adviser and each Sub-Adviser, together with information relating to the manner in which each code is administered; (6) financial statements of the Adviser and each Sub-Adviser; (7) profitability analyses for the Adviser and each Sub-Adviser with respect to each Fund, and all Funds as a group; (8) descriptions of the qualifications of the investment personnel responsible for managing each Fund, their compensation and their responsibilities with respect to managing other accounts or mutual funds; (9) descriptions of the services provided to the Funds, including the investment strategies and techniques used by each Sub-Adviser in managing the Funds; (10) data relating to portfolio turnover and brokerage practices, including practices with respect to the acqu isition of research through "soft dollar" benefits received in connection with the Funds' brokerage; (11) data comparing the performance of certain Funds against "static portfolios" of the Funds over various time periods; (12) descriptions of the policies and procedures of the various service providers of the Funds for protecting the privacy of shareholder information; (13) information relating to projected sales and redemptions of Fund shares and business plans relating to the Adviser's mutual fund platform; (14) descriptions of the business continuity and disaster recovery plans of the Adviser and each Sub-Adviser; (15) descriptions of various compliance programs of the Adviser and Sub-Advisers, including the Adviser's programs for monitoring and enforcing compliance with the Funds' policies with respect to market-timing, late trading and selective portfolio disclosure; (16) independent reports analyzing the quality of the trade execution services performed by Sub-Advisers for the Funds; and (17) other inf ormation relevant to an evaluation of the nature, extent and quality of the services provided by the Adviser and each Sub-Adviser in response to a series of detailed questions posed by independent legal counsel on behalf of the Independent Trustees.

The Contracts Committee began the formal review process in July 2006 when it met separately with independent legal counsel to review the information to be requested from management and the methodology to be used in

116

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

determining the selected peer groups for comparing performance and expenses. The Contracts Committee then held meetings on October 25 and 26, 2006 and December 12, 2006, during which the Independent Trustees, meeting separately with independent legal counsel, reviewed and evaluated the information described above. As part of the review process, the Contracts Committee also met with representatives from the Adviser and the Sub-Advisers to discuss the information provided to the Committee. The Contracts Committee also considered information that had been provided by the Adviser and Sub-Advisers throughout the year at other meetings of the Contracts Committee, the Audit Committee, the Compliance Committee and the full Board.

The Independent Trustees were assisted by Goodwin Procter LLP, their independent legal counsel, throughout the contract review process. The Independent Trustees relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each Advisory and Sub-Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Independent Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Independent Trustee may have afforded different weight to the various factors in reaching his or her conclusions with respect to each Advisory and Sub-Advisory Agreement.

Nature, Extent and Quality of Services

In considering whether to approve the Advisory and Sub-Advisory Agreements for the Funds for the year commencing January 1, 2007, the Board evaluated the nature, extent and quality of services provided to the Funds by the Adviser and Sub-Advisers. The Board considered the investment management and related services provided by the Adviser and Sub-Advisers, including the quantity and quality of the resources available to provide such services. Among other things, the Board considered the qualifications of the individuals responsible for performing various investment related services. With respect to Funds sub-advised by an affiliate of the Adviser, the Board also received information regarding the compensation paid by the Sub-Adviser to attract and retain individuals to perform these services on both an absolute basis and relative to amounts paid by others in the investment management industry.

The Board also considered the quality of the compliance programs of the Adviser and each Sub-Adviser, including the manner in which the Adviser and each Sub-Adviser monitor for compliance with the investment policies and restrictions of a Fund and with the Codes of Ethics of the Funds, the Adviser and the Sub-Advisers with respect to personal trading by employees with access to portfolio information. The Board also considered the actions taken by the Adviser and Sub-Advisers to establish and maintain effective disaster recovery and business continuity plans.

The Board considered the actions taken by the Adviser and its affiliated companies to administer the Funds' policies and procedures for voting proxies, valuing the Funds' assets, selective disclosure of portfolio holdings and preventing late-trading and frequent trading of Fund shares. With respect to these and related compliance matters, the Board also considered the responsiveness of the Adviser and its affiliated companies over the course of the past several years to the inquiries of various regulatory authorities.

The Board also took into account the efforts of the Adviser and its affiliated companies to reduce the expenses of the Funds. With respect to those Funds that are sub-advised by an affiliate of the Adviser, the Board specifically noted that, in recent years, the Adviser and its affiliated companies have significantly reduced the Funds' brokerage costs and portfolio turnover rates, as well as the quantity of research acquired through the use of soft dollars from the Funds' brokerage. The Board also noted the efforts of the Adviser to optimize the number of Funds in the ING complex of mutual funds and to standardize the asset management characteristics and policies across the ING mutual fund platform. Consideration was also given to the benefits that shareholders of the Funds realize because the Funds are part of a larger ING family of mutual funds, including, in most cases, the ability of shareholders to exchange or transfer investments withi n the same class of shares among a wide variety of mutual funds without incurring additional sales charges.

The Board concluded that the nature, extent and quality of advisory and related services provided by the Adviser and each of the Sub-Advisers, taken as a whole, are consistent with the terms of the respective Advisory and Sub-Advisory Agreements and justify the fees paid by the Funds for such services.

117

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Fund Performance

The Board reviewed each Fund's investment performance over various time periods on an absolute basis and relative to the performance of (i) one or more appropriate benchmark indexes (such as the S&P 500 Composite Stock Price Index), (ii) a group of similarly managed mutual funds identified by Lipper, Inc. and/or Morningstar, Inc., and (iii) similarly managed mutual funds within a specified peer group based upon a methodology approved by the Contracts Committee (each, a "Selected Peer Group"). The Board reviewed comparative performance data for the one-, three-, five-, and ten-year periods, where applicable, ending June 30, 2006 and September 30, 2006. Summaries of selected portions of the performance information reviewed by the Board, together with the Board's conclusions regarding the performance of each Fund, are set forth below under "Fund-by-Fund Analysis."

Management Fees, Sub-Advisory Fees and Expenses

Consideration was given to the contractual investment advisory fee rates, inclusive of administrative fee rates, payable by the Funds to the Adviser and its affiliated companies (referred to collectively as "management fees") and the contractual sub-advisory fee rates payable by the Adviser to each Sub-Adviser for sub-advisory services. As part of its review, the Board considered each Fund's management fee and total expense ratio, as compared to its Selected Peer Group, both before and after giving effect to any undertaking by the Adviser to waive fees and/or limit the total expenses of a Fund. In addition, the Trustees received information regarding the fees charged by each Sub-Adviser to similarly-managed institutional accounts and other mutual funds, if any, and the comparability (or lack thereof) of the services provided by the Sub-Adviser in managing such accounts and other mutual funds to the services provided in managing the Funds. Wi th respect to the Funds sub-advised by an affiliate of the Adviser, the Board evaluated the reasonableness of the total fees received by the Adviser and its affiliate in the aggregate under the Advisory and Sub-Advisory Agreements. With respect to those Funds sub-advised by a Sub-Adviser that is not affiliated with the Adviser, the Board considered the reasonableness of the fees payable to the Sub-Adviser by the Adviser in light of the ability of the Adviser to negotiate such fees on an arm's-length basis. Summaries of selected portions of the fee and expense information reviewed are set forth below under "Fund-by-Fund Analysis." After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and each Sub-Adviser, the Board concluded with respect to each Fund that the management fee charged to the Fund for advisory, sub-advisory and related services is fair and reasonable and that the total expense ratio of the Fund is reasonable.

Profitability

The Board considered information relating to revenues, expenses, and profits realized by the Adviser and each Sub-Adviser attributable to performing advisory, sub-advisory and administrative services for the Funds. With respect to Funds sub-advised by an unaffiliated Sub-Adviser, the Board did not consider the profitability of the Sub-Adviser to be a material factor because the Board believes that the Adviser negotiates sub-advisory fees with the unaffiliated Sub-Adviser on an arm's-length basis. The Board reviewed profitability data for the Adviser and its affiliated companies, including the distributor of the Funds, relating to (i) each Fund separately, (ii) all Funds as a group, (iii) all "retail" Funds as a group, and (iv) all variable insurance product Funds as a group, in each case for the one-year periods ended December 31, 2005 and December 31, 2004 and the nine-month period ended September 30, 2006. With respect to the Adviser and i ts affiliates, such information was prepared in accordance with a methodology approved by the Contracts Committee. The Board considered the profitability of the Adviser and its affiliated companies attributable to managing and operating each Fund both with and without the profitability of the distributor of the Funds and both before and after giving effect to any expenses incurred by the Adviser or any affiliated company in making revenue sharing or other payments to third parties, including affiliated insurance companies, for distribution and administrative services. With respect to Funds sub-advised by an affiliate of the Adviser, the Board considered the total profits derived by the Adviser and its affiliate in the aggregate attributable to managing and operating each Fund. The Board also considered other direct or indirect benefits that the Adviser and Sub-Advisers, and any affiliated companies thereof, derive from their relationships with the Funds, including the receipt by ING U.S. Financial Services, an affiliate of the Adviser, of fees relating to the offering of bundled financial products, such as annuity contracts, and the receipt by Sub-Advisers of "soft dollar" benefits from the Funds' brokerage. The Board concluded that, in light of the nature, extent and quality of the services provided, the profits realized by the Adviser and its affiliated companies, taken as a whole, with respect to providing advisory, sub-advisory and administrative services for each Fund are reasonable.

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Economies of Scale

In considering the reasonableness of the management fee of each Fund, the Board considered the extent to which economies of scale can be expected to be realized by a Fund's Adviser and its affiliated companies, on the one hand, and by the Fund, on the other hand, as the assets of the Fund increase. The Board noted that the advisory fee for certain Funds includes breakpoints such that, as the assets of the Fund increase, the Fund's management fee will decrease as a percentage of the Fund's total assets. The Board recognized the inherent difficulties in measuring precisely the impact of any economies of scale being realized by the Adviser and its affiliated companies with respect to their management of any one or more Funds. In an effort to determine the extent to which economies of scale, if any, will be realized by the Adviser and its affiliated companies as the assets of the Funds grow, the Board considered the profitability data described above relating to the Adviser and its affiliated companies in light of changes in the assets of the Funds over various time periods. The Board noted that the total assets under management of many Funds have decreased during the past several years and concluded that the economies of scale realized by the Adviser and its affiliated companies from managing the Funds have not increased with respect to such Funds. The Board also reviewed information regarding the expense ratio of each Fund in light of changes in the assets of the Funds over various time periods, noting that, as the assets of a Fund increase, the fixed expenses of the Fund, as a percentage of the total assets of the Fund, can be expected to decrease. The Board considered such expense information in light of projections provided by the Adviser with respect to the future growth of assets of the Funds. Based upon the foregoing, the Board concluded that the economies of scale being realized by the Adviser and its affiliated companies do not mandate th e implementation of breakpoints or additional breakpoints, as the case may be, with respect to any Fund at this time.

Fund-by-Fund Analysis

In deciding to approve the continuation of each Advisory and Sub-Advisory Agreement for an additional one-year period beginning January 1, 2007, the Board took into account the specific data and factors identified below relating to the performance, fees and expenses of each Fund and actions being taken by the Adviser or Sub-Adviser, as the case may be, with respect to these matters. Except as otherwise indicated, the performance data described below for each Fund is for periods ended September 30, 2006 and the management fees and expense data described below are as of June 30, 2006.

ING VP Balanced Portfolio

In evaluating the investment performance of ING VP Balanced Portfolio, the Board noted that the Portfolio outperformed its Morningstar category median for the ten-year period, but underperformed for the most recent calendar quarter, year-to-date, one-, three- and five-year periods. The Board received performance information relating to a benchmark index of fixed income securities (the "FISB") and equity securities (the "ESB") from which the Board could calculate a composite benchmark index (the "Composite Benchmark") comprised of 60% ESB and 40% FISB. The Board noted that the Portfolio outperformed the Composite Benchmark for the three- and five-year periods, but underperformed for the last quarter, year-to-date, one- and ten-year periods. The Board considered the fact that the Portfolio is ranked in its Morningstar category in the third quintile for the five- and ten-year periods, in the fourth quintile for the most recent quarter, year-to- date and three-year periods and in the fifth quintile for the one-year period. The Board also noted that the portfolio manager for the domestic equity component of the Portfolio was replaced in December 2005 and that the Sub-Adviser has invested additional resources to improve Portfolio performance. The Board concluded that appropriate actions are being taken to improve performance and that additional time is needed to evaluate the effectiveness of these actions.

In assessing the reasonableness of the management fee and expense ratio of ING VP Balanced Portfolio, the Board noted that the management fee for the Portfolio is less than the median and average management fees of the funds in its Selected Peer Group and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

ING VP Global Science and Technology Portfolio

In evaluating the investment performance of ING VP Global Science and Technology Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the year-to-date, one-, three- and five-year periods, but underperformed for the most recent calendar quarter; (2) the Portfolio outperformed its

119

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

benchmark index for the year-to-date and one-year periods, but underperformed for the most recent calendar quarter, three- and five-year periods; and (3) the Portfolio is ranked in its Morningstar category in the second quintile for the year-to-date, one- and three-year periods, in the third quintile for the five-year period and in the fourth quintile for the most recent calendar quarter. The Board further noted that, in an effort to address concerns regarding the Portfolio's performance, in February 2004 the Adviser retained BlackRock Advisors, Inc. to replace the previous Sub-Adviser and, in connection with this change, modified the Portfolio's investment strategy to permit exposure to science and technology companies on a global basis. The Board noted that the Portfolio's performance has improved since changing the Portfolio's Sub-Adviser and concluded that the performance of the Portfolio is satisfactory.

In assessing the reasonableness of the management fee and expense ratio for ING VP Global Science and Technology Portfolio, the Board noted that the management fee for the Portfolio is above the median and average management fees of the funds in its Selected Peer Group and that the expense ratio for the Portfolio is above the median and the average expense ratios of the portfolios in its Selected Peer Group.

ING VP Growth Portfolio

In evaluating the investment performance of ING VP Growth Portfolio, the Board noted that: (1) the Portfolio underperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its benchmark index for the three-year period, but underperformed its benchmark index for all other periods presented; and (3) the Portfolio is ranked in its Morningstar category in the third quintile for the most recent calendar quarter, one-, and three-year periods and in the fourth quintile for the year-to-date and five-year periods. The Board further noted that, in an effort to address concerns regarding the Portfolio's performance, the Sub-Adviser has invested additional resources to improve stock screenings and related analyses. The Board concluded that appropriate actions are being taken to improve performance and that additional time is needed to evaluate the effectiveness of these actions.

In assessing the reasonableness of the management fee and expense ratio for ING VP Growth Portfolio, the Board noted that the management fee for the Portfolio is below the median and average management fees of the funds in its Selected Peer Group and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

ING VP Growth and Income Portfolio

In evaluating the investment performance of ING VP Growth and Income Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the year-to-date, one- and three-year periods, but underperformed for the most recent calendar quarter, five- and ten-year periods; (2) the Portfolio outperformed its benchmark index for the three-year period, but underperformed for all other periods presented; and (3) the Portfolio is ranked in its Morningstar category in the second quintile for the one- and three-year period, in the third quintile for the most recent calendar quarter and year-to-date periods and in the fifth quintile for the five- and ten-year periods. The Board concluded that the performance of the Portfolio is satisfactory.

In assessing the reasonableness of the management fee and expense ratio for ING VP Growth and Income Portfolio, the Board noted that the management fee for the Portfolio is below the median and average management fees of the funds in its Selected Peer Group and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

ING VP International Equity Portfolio

In evaluating the investment performance of ING VP International Equity Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the three-year period, but underperformed for all other periods presented; and (2) the Portfolio underperformed its benchmark index for all periods presented; and (3) the Portfolio ranked in its Morningstar category in the third quintile for the three-year period, in the fourth quintile for the most recent calendar quarter, year-to-date, one- and ten-year periods and in the fifth quintile for the five-year period. The Board further noted that, in an effort to address concerns regarding the Portfolio's performance, the Sub-Adviser has invested additional resources to improve stock screenings and related analyses. The Board concluded that appropriate actions are being taken to improve performance and that additional time is needed to evaluate the effectiveness of these actio ns.

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

In assessing the reasonableness of the management fee and expense ratio for ING VP International Equity Portfolio, the Board noted that the management fee for the Portfolio is below the median and average management fees of the funds in its Selected Peer Group, and that the expense ratio for the Portfolio is above the median and average expense ratios of the funds in its Selected Peer Group.

ING VP Small Company Portfolio

In evaluating the investment performance of ING VP Small Company Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the year-to-date and one-year periods, but underperformed for the most recent calendar quarter, three- and five-year periods; (2) the Portfolio outperformed its benchmark index for the one-year period, but underperformed for all other periods presented; and (3) the Portfolio is ranked in its Morningstar category in the first quintile for the one-year period, in the second quintile for the year-to-date period, in the third quintile for the most recent calendar quarter, in the fourth quintile for the three-year period and in the fifth quintile for the five-year period. The Board noted that the lead portfolio manager for the Portfolio was replaced in July 2005 and an additional portfolio manager was added in April 2006 to enhance sector coverage and security selection. The Board not ed that the performance of the Portfolio has improved and concluded that recent performance of the Portfolio was satisfactory.

In assessing the reasonableness of the management fee and expense ratio for ING VP Small Company Portfolio, the Board noted that the management fee for the Portfolio is below the median and average management fees of the funds in its Selected Peer Group, and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

ING VP Value Opportunity Portfolio

In evaluating the investment performance of ING VP Value Opportunity Portfolio, the Board noted that: (1) the Portfolio underperformed its Morningstar category median and benchmark index for all periods presented; and (2) the Portfolio is ranked in its Morningstar category in the fourth quintile for the one-year period and in the fifth quintile for all other periods presented. The Board noted that the lead portfolio manager for the Portfolio was replaced in May 2005 and an additional portfolio manager was added in April 2006. The Board concluded that appropriate actions are being taken to improve performance and that additional time is needed to evaluate the effectiveness of these actions.

In assessing the reasonableness of the management fee and expense ratio for ING VP Value Opportunity Portfolio, the Board noted that the management fee for the Portfolio is below the median and average management fees of the funds in its Selected Peer Group, and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

ING VP Intermediate Bond Portfolio

In evaluating the investment performance of ING VP Intermediate Bond Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for one-, three-, five- and ten-year periods, but underperformed for the most recent calendar quarter and year-to-date period; (2) the Portfolio outperformed its benchmark index for the three- and five-year periods, but underperformed for the most recent quarter, year-to-date, one- and ten-year periods; and (3) the Portfolio is ranked in its Morningstar category in the first quintile for the three-year period, in the second quintile for the one-, five, and ten-year periods, in the third quintile for year-to-date and in the fifth quintile for the most recent calendar quarter. The Board concluded that the investment performance of the Fund is satisfactory.

In assessing the reasonableness of the management fee and expense ratio for ING VP Intermediate Bond Portfolio, the Board noted that the management fee for the Portfolio is equal to the median and is below the average management fees of the funds in its Selected Peer Group, and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

ING VP Money Market Portfolio

In evaluating the investment performance of ING VP Money Market Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median and its benchmark index for all periods presented; and

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

(2) the Portfolio is ranked in its Morningstar category in the first quintile for all periods presented. The Board concluded that the investment performance of the Portfolio is satisfactory.

In assessing the reasonableness of the management fee and expense ratio for ING VP Money Market Portfolio, the Board noted that the management fee for the Portfolio is below the median and average management fees of the funds in its Selected Peer Group, and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

122

SHAREHOLDER MEETING INFORMATION (UNAUDITED)

A meeting of shareholders of the ING Variable Products Trust was held March 16, 2006, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

A brief description of each matter voted upon as well as the results are outlined below:

Matters:

1 To approve an Agreement and Plan of Reorganization by and among VP Convertible Portfolio and ING VP Balanced Portfolio ("VP Balanced"), providing for the reorganization of VP Convertible Portfolio with and into VP Balanced; and

2 To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes.

Results:

				Proposal				Shares voted for				Shares voted against or withheld				Shares abstained				Broker non-vote				Total Shares Voted
ING VP Convertible Portfolio					1				673,947				9,538				32,267				—				715,752

A joint meeting of shareholders of the USLICO Series Fund was held April 6, 2006, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

A brief description of each matter voted upon as well as the results are outlined below:

Matters:

1 The Asset Allocation Portfolio Only. To approve an Agreement and Plan of Reorganization ("Reorganization Agreement") by and among The Asset Allocation Portfolio and ING VP Balanced Portfolio, a series of ING VP Balanced Portfolio, Inc., providing for the reorganization of The Asset Allocation Portfolio with and into ING VP Balanced Portfolio;

2 The Bond Portfolio Only. To approve an Agreement and Plan of Reorganization ("Reorganization Agreement") by and among The Bond Portfolio and ING VP Intermediate Bond Portfolio, a series of ING VP Intermediate Bond Portfolio, providing for the reorganization of The Bond Portfolio with and into ING VP Intermediate Bond Portfolio;

3 The Money Market Portfolio Only. To approve an Agreement and Plan of Reorganization ("Reorganization Agreement") by and among The Money Market Portfolio and ING Liquid Assets Portfolio, a series of ING Investors Trust, providing for the reorganization of The Money Market Portfolio with and into ING Liquid Assets Portfolio;

4 The Stock Portfolio Only. To approve an Agreement and Plan of Reorganization ("Reorganization Agreement") by and among The Stock Portfolio and ING Fundamental Research Portfolio, a series of ING Partners, Inc., providing for the reorganization of The Stock Portfolio with and into ING Fundamental Research Portfolio;

Results:

	Proposal		Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total Shares Voted
The Asset Allocation Portfolio Only		1		1,229,166		71,790		61,839		—		1,362,795
The Bond Portfolio Only		2		239,071		40,013		17,969		—		297,053
The Money Market Portfolio Only		3		5,195,232		151,805		348,778		—		5,695,815
The Stock Portfolio Only		4		1,935,352		158,693		72,796		—		2,166,841

123

Investment Adviser

ING Investments, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

Administrator

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

Distributor

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

Transfer Agent

DST Systems, Inc.
P.O. Box 419368
Kansas City, Missouri 64141

Independent Registered Public
Accounting Firm

KPMG LLP
99 High Street
Boston, Massachusetts 02110

Custodian

The Bank of New York
One Wall Street
New York, New York 10286

Legal Counsel

Goodwin Procter LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109

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

VPAR-ACAPAPADVIS (1206-022607)

Funds

Annual Report

December 31, 2006

Classes ADV, I and S

Domestic Equity Index Portfolios

n ING VP Index Plus LargeCap Portfolio

n ING VP Index Plus MidCap Portfolio

n ING VP Index Plus SmallCap Portfolio

Strategic Allocation Portfolios

n ING VP Strategic Allocation Conservative Portfolio (Formerly, ING VP Strategic Allocation Income Portfolio)

n ING VP Strategic Allocation Growth Portfolio

n ING VP Strategic Allocation Moderate Portfolio (Formerly, ING VP Strategic Allocation Balanced Portfolio)

TABLE OF CONTENTS

President's Letter					1

Market Perspective					2

Portfolio Managers' Reports					4

Shareholder Expense Examples					17

Report of Independent Registered Public Accounting Firm					19

Statements of Assets and Liabilities					20

Statements of Operations					22

Statements of Changes in Net Assets					24

Financial Highlights					27

Notes to Financial Statements					33

Portfolios of Investments					46

Tax Information					97

Director and Officer Information					98

Advisory Contract Approval Discussion					101

PROXY VOTING INFORMATION

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

QUARTERLY PORTFOLIO HOLDINGS

(THIS PAGE INTENTIONALLY LEFT BLANK)

PRESIDENT'S LETTER

Dear Shareholder,

We take the confidence you place in us with your investments very seriously — everyone in our firm is committed to renewing this trust each and every day.

Shaun Mathews
President
ING Funds
January 31, 2007

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

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2006

As the first half of 2006 ended, the Federal Open Market Committee ("FOMC") had just raised the federal funds rate for the seventeenth time since June 2004, to 5.25%. The relatively mild accompanying language led many in the fixed income market to hope that the tightening cycle was now over. Not everyone believed it, especially when new Middle East conflict pushed the price of oil to another record on July 14, 2006. But data, especially on housing, had mostly pointed to cooling demand and a tame employment report on August 4, 2006 probably decided the matter. Four days later the FOMC met and left rates unchanged. The booming housing market had been a powerful driver of growth in recent years through new construction and demand created by mortgage loan refinancing. This boom was deteriorating a ppreciably with housing prices and the key new building permits measure falling sharply. Only in the last few days of 2006 did the slump show some signs of bottoming out with unexpectedly good new and existing home sales figures reported, along with rebounding consumer confidence. For the six months ended December 31, 2006, the Lehman Brothers^® Aggregate Bond ("LBAB") Index⁽²⁾ of investment grade bonds gained 5.09% and for the year ended December 31, 2006 it gained 4.33%. The most important dynamic was the broad yield curve inversion, suggestive of an expected fall in interest rates and a further economic slow down. The ten-year Treasury yield fell 43 basis points (0.43%) to 4.71%, while the yield on the three-month Bill rose by 3 basis points (0.03%) to 4.89%. Since mid-August, with the exception of two days, bond investors had been prepar ed to lend money to the government for ten years at a lower interest rate than for three months.

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2006

disparities, ranging from –2.0% in Thailand to 83.4% in China. In Thailand the uncertainty caused by a military coup was compounded when the junta imposed exchange controls to hold back the strong baht, only to rescind them the next day. China's market soared in surely speculative excess, and in the absence of attractive alternatives, as investors sought a piece of the world's fourth largest economy. By the end of 2006 the Chinese market had become the third biggest emerging market after South Korea and Taiwan. European ex UK markets surged 16.1%, in 2006. The Eurozone's GDP growth had recorded its best first half of a year since 2000, 1.7%, and the lowest unemployment rate, 7.8%, since the start of the Eurozone itself. But as the second half of 2006, wore on there were signs that the bes t news was behind it and the third quarter's annualized growth fell to 2.0%. Business confidence, however, stayed buoyant and cheered by extensive merger and acquisition activity despite headwinds in the form of a strengthening euro, a hawkish European Central Bank that raised rates three times and the looming rise in German sales tax. UK equities added 8.6% in the six months ended December 31, 2006. The Bank of England raised rates twice as GDP growth accelerated to 2.9% year over year, inflation climbed above target and house prices, an important demand generator, continued their recovery with average prices up more than 10% in 2006. Again, however, it was widespread, large scale mergers and acquisitions energizing the market.

⁽²⁾ The LBAB Index is a widely recognized, unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽³⁾ The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 of the largest companies in the U.S.

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

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

ING VP INDEX PLUS LARGECAP PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 14.58% compared to the S&P 500^® Index, which returned 15.79% for the same period.

Portfolio Specifics: December was a rebound month for portfolio results as most of our factors performed well when the low quality rally ended and stocks with attractive valuations were bid up. Prior to December, the Portfolio struggled to keep pace with the overall market, which was up sharply. Overall, the Portfolio underperformed the benchmark for the year.

Valuation factors were positive during the year, while earnings quality and growth factors were flat and market recognition detracted from performance. Specific valuation factors that worked well included price to book and price to earnings before interest, taxes, depreciation, and amortization. Within quality, capital expenditures/depreciation worked well. In contrast, market recognition factors such as price momentum and estimate revisions were negatives.

An underweight in financials, combined with favorable security selection benefited the Portfolio. Security selection worked well in diversified financials including such stocks as Goldman Sachs Group, Inc. and Morgan Stanley. Both were overweight positions ranked high in terms of market recognition and valuation factors. Both companies appreciated due to key acquisitions in 2006. An overweight position in AT&T, Inc. contributed to performance, as it gained significantly over the year. The gains came as the AT&T, Inc. and BellSouth Corp. merger was announced along with some other key acquisitions during the year. Security selection in information technology also helped. An underweight position in Yahoo!, Inc., which ranked poorly in terms of valuation and market recognition, added to performance as the stock price slipped due to poor earnings news. Overweight positions in high quality companies including Cisco Systems, Inc. and Hewlet t-Packard Co. helped the Portfolio as both rose on the back of strong earnings and acquisitions.

In contrast, security selection in health care, particularly in Express Scripts, Inc. acted as a drag. An underweight position in materials along with poor stock selection negatively impacted the Portfolio. Freeport-McMoRan Copper & Gold, Inc., a well ranked stock and a slight overweight, detracted from performance. The company warned of lower copper output in June 2006. Additionally, in media, an underweight in Time Warner Cable, Inc., one of the lowest quality stocks in our universe with poor fundamentals hurt the Portfolio. The stock rallied as it reduced debt, bought back shares, completed its acquisition of Adelphia Communications Corp., now Time Warner Cable, Inc. and cleaned up its relationship with Comcast Corp.

Current Strategy and Outlook: Our research builds structured portfolios of stocks with fundamental characteristics that we believe will translate into a performance advantage over the benchmark. Our analysis positions the Portfolio to capitalize on high-quality companies with superior business momentum, growing earnings and attractive valuations.

As of December 31, 2006, the Portfolio was overweight financials and energy and underweight consumer staples and industrials. However, our sector exposures are a function of individual stock selection and by design quite close to the S&P 500^® Index.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
ExxonMobil Corp.	4.5	%
General Electric Co.	2.9	%
Citigroup, Inc.	2.9	%
Bank of America Corp.	2.6	%
JPMorgan Chase & Co.	2.0	%
Microsoft Corp.	2.0	%
Cisco Systems, Inc.	1.9	%
Chevron Corp.	1.8	%
International Business Machines Corp.	1.7	%
Procter & Gamble Co.	1.5	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund, repurchase agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

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

PORTFOLIO MANAGERS' REPORT

ING VP INDEX PLUS LARGECAP PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			10 Year			Since Inception of Class S July 16, 2001
Class I		14.58	%		5.73	%		8.51	%		—
Class S		14.28	%		5.46	%		—			4.08	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		8.42	%		4.78	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Index Plus LargeCap Portfolio against the index indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract or life insurance policy. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on Portfolio distributions or the redemption of Portfolio shares.

The performance update illustrates performance for a variable investment option available through a variable annuity contract and/or a variable universal life policy. The performance shown indicates past performance and is not a projection or prediction of future results. Actual investment returns and principal value will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost. For variable annuity contracts, please call (800) 992-0181 to get performance through the most recent month end. For variable universal life policies, please log on to www.ing.com/us to get performance through the most recent month end.

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

Portfolio holdings are subject to change daily.

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

⁽²⁾ Since inception performance for the index is shown from August 1, 2001.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP INDEX PLUS MIDCAP PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Index Plus MidCap Portfolio (the "Portfolio") seeks to outperform the total return performance of the Standard & Poor's MidCap 400 Index ("S&P MidCap 400 Index"), while maintaining a market level of risk. The Portfolio is managed by Omar Aguilar, Ph.D., and Vincent Costa, CFA, Portfolio Managers* of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 9.44% compared to the S&P MidCap 400 Index⁽¹⁾, which returned 10.32% for the same period.

Portfolio Specifics: Mid-cap generally stocks performed well in 2006, particularly in the second half of the year. With the U.S. Federal Reserve Board on hold, many investors were willing to take on more risky assets which helped the mid cap rally for the quarter. The Portfolio caught up with the rally this quarter but ended below the benchmark for the year.

An underweight in the energy sector combined with stock selection helped the Portfolio. An underweight position in Arch Coal, Inc., which declined during the year, was a positive. Arch Coal, Inc.'s earnings were lower than analyst estimates due to weak demand and low prices. An overweight position in Noble Energy, Inc., which ranked attractively in terms of quality and valuation, as well as market recognition helped. The stock gained during the year as it acquired United States Exploration, and saw its earnings rise due to tax benefits. An overweight position in retail stock American Eagle Outfitters also significantly benefited returns. The company ranked very highly in terms of quality and valuation, as well as market recognition, and its stock price rose sharply during the year as increased same store sales helped earnings growth.

In contrast, stock selection and an overweight in the financials sector hurt the Portfolio, due in part to and underweight and adverse stock selection in the real estate industry group. United Dominion Realty Trust, Inc. and Developers Diverse Realty Corp. detracted from performance. The Portfolio was underweight in both stocks as they ranked poorly in terms of valuation. Both rose markedly during the year, with United Dominion Realty Trust, Inc. appreciating on the back of positive earnings and Developers Diverse Realty Corp. rose due to key acquisitions. An underweight position in Commerce Bancorp., which registered most of its gains in the first half of the year as it opened 65 new branches, negatively impacted the strategy. The stock scored poorly on valuation and market recognition factors.

Stock selection in the information technology sector detracted from performance. Positions in Activision and Cognizant Technology Solutions Corp. acted as a drag. Both companies gained due to strong earnings. We were underweight in both due to poor valuation. Activision, Inc. and Cognizant Technology Solutions Corp. are no longer a part of the Portfolio.

Current Strategy and Outlook: Our research builds structured portfolios of stocks with fundamental characteristics that we believe will translate into a performance advantage over the benchmark. We believe our analysis positions the Portfolio to capitalize on high-quality companies with superior business momentum, growing earnings and attractive valuations.

As of December 31, 2006, the Portfolio was overweight in the information technology and financials sectors and underweight in the utilities and healthcare sectors. However, our sector exposures are a function of individual stock selection and, by design, quite close to the index.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
Everest Re Group Ltd.	1.3	%
WR Berkley Corp.	1.3	%
Ross Stores, Inc.	1.1	%
Manpower, Inc.	1.1	%
Tidewater, Inc.	1.0	%
American Eagle Outfitters	1.0	%
AnnTaylor Stores Corp.	1.0	%
Payless Shoesource, Inc.	1.0	%
Sybase, Inc.	1.0	%
Granite Construction, Inc.	0.9	%

* Excludes short-term investments related to securities lending collateral.

Portfolio holdings are subject to change daily.

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

PORTFOLIO MANAGERS' REPORT

ING VP INDEX PLUS MIDCAP PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Class I December 16, 1997			Since Inception of Class S July 16, 2001
Class I		9.44	%		10.54	%		12.53	%		—
Class S		9.12	%		10.27	%		—			9.56	%
S&P MidCap 400 Index⁽¹⁾		10.32	%		10.89	%		11.56	%⁽²⁾		10.00	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Index Plus MidCap Portfolio against the index indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract or life insurance policy. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on Portfolio distributions or the redemption of Portfolio shares.

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The S&P MidCap 400 Index is an unmanaged index that measures the performance of the mid-size company segment of the U.S. market.

⁽²⁾ Since inception performance for the index is shown from January 1, 1998.

⁽³⁾ Since inception performance for the index is shown from August 1, 2001.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP INDEX PLUS SMALLCAP PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Index Plus SmallCap Portfolio (the "Portfolio") seeks to outperform the total return performance of the Standard & Poor's SmallCap 600 Index ("S&P SmallCap 600 Index"), while maintaining a market level of risk. The Portfolio is managed by Omar Aguilar, Ph.D., and Vincent Costa, CFA, Portfolio Managers* of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 13.82% compared to the S&P SmallCap 600 Index⁽¹⁾, which returned 15.12% for the same period.

Portfolio Specifics: Small-cap stocks generally performed well in 2006, particularly in the second half of the year. With the U.S. Federal Reserve Board on hold, investors were willing to buy into more risky assets which helped the small-cap rally. The Portfolio caught up with the rally in December, but underperformed the benchmark for the year.

An overweight in Frontier Oil Corp., which ranked well in terms of market recognition and valuation, added to performance. The stock rallied as it increased its quarterly cash dividend and bought back shares. Another big contribution came from an underweight in Massey Energy Co., which declined due to a third quarter earnings disappointment. Superior security selection in consumer discretionary added to performance. Overweight positions in Jack in the Box, Inc. and Gymboree Corp. helped, as both ranked highly in terms of market recognition. Jack in the Box Inc.'s profits increased and beat analysts' earnings expectations, while Gymboree Corp.'s strong same store sales helped raise its earnings guidance for the fourth quarter.

In contrast, an overweight in the financials sector, along with security selection hurt the Portfolio. Shurgard Storage Centers, Inc., a real estate investment trust, and Fremont General Corp., in banking, were notable detractors. Shurgard Storage Centers, Inc., an underweight position, rose during the period. Fremont General Corp., an overweight, saw its profits fall in the third quarter even though it ranked highly in terms of valuation. Security selection in information technology detracted from performance. An underweight position in software and services company, THQ, Inc., which ranked low in terms of quality, and technology and hardware equipment company, Daktronics, Inc., which had poor valuation scores, hurt the most. Both rose markedly during the year on the back of strong earnings.

Current Strategy and Outlook: Our research builds structured portfolios of stocks with fundamental characteristics that we believe will translate into a performance advantage over the benchmark. We believe our analysis positions the Portfolio to capitalize on high-quality companies with superior business momentum, growing earnings and attractive valuations.

As of December 31, 2006, the Portfolio was overweight in the consumer discretionary and financials sectors and underweight in the information technology and utilities sectors. However, our sector exposures are a function of individual stock selection and, by design, quite close to the index.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
Amerigroup Corp.	1.1	%
Skywest, Inc.	1.0	%
Frontier Oil Corp.	1.0	%
Group 1 Automotive, Inc.	0.8	%
Phillips-Van Heusen	0.8	%
Piper Jaffray Cos.	0.8	%
Gymboree Corp.	0.8	%
NVR, Inc.	0.8	%
HUB Group, Inc.	0.7	%
Philadelphia Consolidated Holding Co.	0.7	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund, repurchase agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

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

PORTFOLIO MANAGERS' REPORT

ING VP INDEX PLUS SMALLCAP PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Class I December 19, 1997			Since Inception of Class S July 16, 2001
Class I		13.82	%		12.05	%		9.47	%		—
Class S		13.48	%		11.77	%		—			11.21	%
S&P SmallCap 600 Index⁽¹⁾		15.12	%		12.49	%		10.12	%⁽²⁾		11.89	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Index Plus SmallCap Portfolio against the index indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract or life insurance policy. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on Portfolio distributions or the redemption of Portfolio shares.

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The S&P SmallCap 600 Index is an unmanaged index used to measure stock market performance composed of companies with a weighted average market value of approximately $630 million.

⁽²⁾ Since inception performance for the index is shown from January 1, 1998.

⁽³⁾ Since inception performance for the index is shown from August 1, 2001.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Strategic Allocation Conservative Portfolio (the "Portfolio") seeks to provide total return consistent with preservation of capital. The Portfolio is managed by Mary Ann Fernandez, Portfolio Manager and Brian Gendreau, Ph.D., Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 8.37% compared to the Lehman Brothers^® Aggregate Bond Index⁽¹⁾ ("LBAB Index") and the ING Strategic Allocation Conservative Composite Index⁽²⁾ ("Composite Index"), which returned 4.33% and 8.29%, respectively, for the same period.

Portfolio Specifics: Over the period, domestic large-caps, international equity and fixed income securities generally did well. The Portfolio's asset allocations efforts were positive against the Composite Index, mainly due to an overweight in international and an underweight in fixed income. International stocks continued to rally on news of strong earnings growth in Japan and Europe, and as a result of the positive outlook for growth abroad. After 17 consecutive rate hikes by the Federal Open Market Committee it appears the U.S. Federal Reserve Board ("Fed") is on hold and the futures markets has even priced in a rate cut sometime in 2007. Our view is that the Fed is unlikely to raise rates further in the near term unless the economy shows signs of rapid growth or inflation rises. With the yield curve remaining inverted, we continue to underweight fixed i ncome.

The domestic equity portion of the Portfolio underperformed its sub-benchmark, the Russell 3000^® Index, as a result of both sector allocation and security selection. Sector allocation suffered primarily from an underweight position in telecommunication services, which was the best-performing sector in the index. While security selection in consumer discretionary, energy, consumer staples and health care hurt the Portfolio, telecommunication services, information technology and industrials holdings helped. Security selection was strongest in large-cap stocks, while selection in mid-and small-cap securities acted as a drag. Valuation and quality factors positively impacted performance, while market recognition factors hurt.

The international portion of the Portfolio underperformed the sub-benchmark, the Morgan Stanley Capital International-Europe, Australasia, Far East^® ("MSCI EAFE^®") Index, due to unfavorable security selection, primarily in consumer discretionary, industrials and information technology. However, selection in consumer staples, health care and utilities benefited the Portfolio. Regionally, an overweight in emerging markets helped, while underweight positions in developed Asia and Europe acted as a drag.

The fixed income portion of the Portfolio underperformed the LBAB Index. Our short duration positioning hurt the Portfolio at the beginning of the period, but was beneficial in December. A relative underweight in corporate bonds acted as a drag as the sector outperformed Treasuries. Security selection in mortgage-backed securities was largely beneficial with our adjustable-rate mortgages adding to relative results. In December, our position in long corporate bonds and subordinated paper with maturities of 10 and 30 years was positive. In contrast, our exposure to a telecommunication company bond hindered results when spreads widened after the company missed earnings estimates following its merger with another wireless company.

Current Strategy and Outlook: A weak housing market coupled with the lagged effects of 17 rate hikes by the Fed has slowed the U.S. economy. We expect gross domestic product growth to be moderate, with output expanding at a slightly below-trend rate. While residential investment continues to decline, lower gasoline prices and credit conditions should help mitigate the spill over effects from the weakening housing market. Our view is that the economy is in a mid-cycle slowdown with a low likelihood of recession. Yields have fallen, and the inversion of U.S. Treasury yield curve has become much more pronounced in the one to three year range, suggesting growing confidence in eventual Fed easing. On an asset allocation basis, we have maintained our overweight in international equities.

Investment Type Allocation as of December 31, 2006 (as a percent of net assets)
Common Stock	46.7	%
Collateralized Mortgage Obligations	15.9	%
U.S. Government Agency Obligations	15.3	%
Repurchase Agreement	10.0	%
Corporate Bonds/Notes	8.3	%
U.S. Treasury Obligations	6.4	%
Commercial Paper	3.4	%
Preferred Stock	0.8	%
Asset-Backed Securities	0.7	%
Municipal Bonds	0.5	%
Equity-Linked Securities	0.3	%
Other Assets and Liabilities - Net*	(8.3	)%
Net Assets	100.0	%

* Includes securities lending collateral.

Portfolio holdings are subject to change daily.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
Federal National Mortgage Association, 5.000%, due 01/12/36	4.5	%
U.S. Treasury Bond, 4.500%, due 02/15/36	1.8	%
MASTR Reperforming Loan Trust, 5.680%, due 07/25/35	1.7	%
U.S. Treasury Bond, 4.625%, due 11/15/16	1.6	%
ExxonMobil Corp.	1.6	%
Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.567%, due 01/25/47	1.0	%
Citigroup, Inc.	1.0	%
General Electric Co.	1.0	%
Bank of America Corp.	0.9	%
Washington Mutual, Inc., 5.667%, due 11/25/46	0.8	%

* Excludes short-term investments related to commercial paper, repurchase agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006*

	1 Year			5 Year			10 Year			Since Inception of Class S August 5, 2005
Class I		8.37	%		5.72	%		5.89	%		—
Class S		8.13	%		—			—			6.81	%
LBAB Index⁽¹⁾		4.33	%		5.06	%		6.24	%		3.65	%⁽³⁾
Composite Index⁽²⁾		8.29	%		6.01	%		6.71	%		6.75	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Strategic Allocation Conservative Portfolio against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on Portfolio distributions or the redemption of Portfolio shares.

The performance update illustrates performance for a variable investment option available through a variable annuity contract. The performance shown indicates past performance and is not a projection or prediction of future results. Actual investment returns and principal value will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost. Please call (800) 992-0181 to get performance through the most recent month end.

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

Portfolio holdings are subject to change daily.

* ADV Class commenced operations on December 29, 2006, therefore, there is no performance information for the period ended December 31, 2006.

⁽¹⁾ The LBAB Index is a widely recognized, unmanaged index of publicly issued fixed rate U.S. government, investment grade, mortgaged-backed and corporate debt securities.

⁽²⁾ The Composite is comprised of the asset class indices that correspond to the particular asset classes in which the Portfolio invests and their benchmark weightings. From time to time, adjustments have been made in the asset classes and/or weightings applicable to the Portfolio, and corresponding adjustments have been made to the composite. See page 16 for additional information.

⁽³⁾ Since inception performance for the index is shown from
August 1, 2005.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Strategic Allocation Growth Portfolio (the "Portfolio") seeks to provide capital appreciation. The Portfolio is managed by Mary Ann Fernandez, Portfolio Manager and Brian Gendreau, Ph.D., Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 13.19% compared to the Russell 3000^® Index⁽¹⁾ and the ING Strategic Allocation Growth Composite Index⁽²⁾ ("Composite Index"), which returned 15.72% and 14.45%, respectively, for the same period.

The fixed income portion of the Portfolio underperformed the Lehman Brothers^® Aggregate Bond Index. Our short duration positioning hurt the Portfolio at the beginning of the period, but was beneficial in December. A relative underweight in corporate bonds acted as a drag as the sector outperformed Treasuries. Security selection in mortgage-backed securities was largely beneficial with our adjustable-rate mortgages adding to relative results. In December, our position in long corporate bonds and subordinated paper with maturities of 10 and 30 years was positive. In contrast, our exposure to a telecommunication company bond hindered results when spreads widened after the company missed earnings estimates following its merger with another wireless company.

Investment Type Allocation as of December 31, 2006 (as a percent of net assets)
Common Stock	88.5	%
Collateralized Mortgage Obligations	3.9	%
U.S. Government Agency Obligations	3.3	%
Repurchase Agreement	3.1	%
Corporate Bonds/Notes	2.1	%
U.S. Treasury Obligations	0.9	%
Asset-Backed Securities	0.2	%
Preferred Stock	0.2	%
Equity-Linked Securities	0.1	%
Municipal Bonds	0.1	%
Other Assets and Liabilities - Net*	(2.4	)%
Net Assets	100.0	%

* Includes securities lending collateral.

Portfolio holdings are subject to change daily.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
ExxonMobil Corp.	2.6	%
Citigroup, Inc.	1.7	%
General Electric Co.	1.6	%
Bank of America Corp.	1.5	%
JPMorgan Chase & Co.	1.1	%
Microsoft Corp.	1.1	%
Cisco Systems, Inc.	1.1	%
Chevron Corp.	1.0	%
International Business Machines Corp.	1.0	%
Federal National Mortgage Association, 5.500%, due 01/12/36	0.9	%

* Excludes short-term investments related to repurchase agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006*

	1 Year			5 Year			10 Year			Since Inception of Class S August 5, 2005
Class I		13.19	%		7.62	%		6.13	%		—
Class S		12.91	%		—			—			11.50	%
Russell 3000^® Index⁽¹⁾		15.72	%		7.17	%		8.64	%		12.37	%⁽³⁾
Composite Index⁽²⁾		14.45	%		8.54	%		8.25	%		12.05	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Strategic Allocation Growth Portfolio against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on Portfolio distributions or the redemption of Portfolio shares.

The performance update illustrates performance for a variable investment option available through a variable annuity contract. The performance shown indicates past performance and is not a projection or prediction of future results. Actual investment returns and principal value will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost. Please call (800) 992-0181 to get performance through the most recent month end.

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

Portfolio holdings are subject to change daily.

* ADV Class commenced operations on December 29, 2006, therefore, there is no performance information for the period ended December 31, 2006.

⁽¹⁾ The Russell 3000^® Index is an unmanaged index that measures the performance of 3000 U.S. companies based on total market capitalization.

⁽²⁾ The Strategic Allocation Growth Composite Index is comprised of the asset class indices that correspond to the particular asset classes in which the Portfolio invests and their benchmark weightings. From time to time, adjustments have been made in the asset classes and/or weightings applicable to the Portfolio, and corresponding adjustments have been made to the composite. See page 16 for additional information.

⁽³⁾ Since inception performance for the index is shown from
August 1, 2005.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING VP Strategic Allocation Moderate Portfolio (the "Portfolio") seeks to provide total return (i.e., income and capital appreciation, both realized and unrealized). The Portfolio is managed by Mary Ann Fernandez, Portfolio Manager and Brian Gendreau, Ph.D., Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 11.17% compared to the Russell 3000^® Index⁽¹⁾ and the ING Strategic Allocation Balanced Composite Index⁽²⁾ ("Composite Index"), which returned 15.72% and 11.63%, respectively, for the same period.

Investment Type Allocation as of December 31, 2006 (as a percent of net assets)
Common Stock	73.0	%
Repurchase Agreement	7.1	%
Collateralized Mortgage Obligations	6.8	%
U.S. Government Agency Obligations	6.6	%
Corporate Bonds/Notes	4.0	%
U.S. Treasury Obligations	3.2	%
Commercial Paper	1.8	%
Preferred Stock	0.4	%
Asset-Backed Securities	0.3	%
Equity-Linked Securities	0.2	%
Municipal Bonds	0.2	%
Other Assets and Liabilities - Net*	(3.6	)%
Net Assets	100.0	%

* Includes securities lending collateral.

Portfolio holdings are subject to change daily.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
ExxonMobil Corp.	2.4	%
General Electric Co.	1.6	%
Citigroup, Inc.	1.5	%
Bank of America Corp.	1.4	%
Federal National Mortgage Association, 5.500%, due 01/12/36	1.3	%
JPMorgan Chase & Co.	1.1	%
Microsoft Corp.	1.1	%
Cisco Systems, Inc.	1.0	%
U.S. Treasury Note, 4.625%, due 11/30/08	1.0	%
Federal National Mortgage Association, 5.000%, due 01/12/36	1.0	%

* Excludes short-term investments related to commercial paper, repurchase agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006*

	1 Year			5 Year			10 Year			Since Inception of Class S June 7, 2005
Class I		11.17	%		6.75	%		5.92	%		—
Class S		10.80	%		—			—			9.34	%
Russell 3000^® Index⁽¹⁾		15.72	%		7.17	%		8.64	%		14.36	%⁽³⁾
Composite Index⁽²⁾		11.63	%		7.58	%		7.66	%		10.44	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Strategic Allocation Moderate Portfolio against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on Portfolio distributions or the redemption of Portfolio shares.

The performance update illustrates performance for a variable investment option available through a variable annuity contract. The performance shown indicates past performance and is not a projection or prediction of future results. Actual investment returns and principal value will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost. Please call (800) 992-0181 to get performance through the most recent month end.

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

Portfolio holdings are subject to change daily.

* ADV Class commenced operations on December 29, 2006, therefore, there is no performance information for the period ended December 31, 2006.

⁽¹⁾ The Russell 3000^® Index is an unmanaged index that measures the performance of 3000 U.S. companies based on total market capitalization.

⁽²⁾ The Strategic Allocation Moderate Composite Index is comprised of the asset class indices that correspond to the particular asset classes in which the Portfolio invests and their benchmark weightings. From time to time, adjustments have been made in the asset classes and/or weightings applicable to the Portfolio, and corresponding adjustments have been made to the composite. See page 16 for additional information.

⁽³⁾ Since inception performance for the index is shown from
June 1, 2005.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

PORTFOLIO MANAGERS' REPORT

ADDITIONAL INFORMATION

Asset Class
	ING VP Strategic Allocation Conservative Portfolio⁽¹⁾			ING VP Strategic Allocation Growth Portfolio			ING VP Strategic Allocation Moderate Portfolio⁽²⁾
Equities
Domestic Stocks
Range		0-70	%		10-100	%		0-75	%
International Stocks
Range		0-20	%		0-30	%		0-20	%
Fixed Income
Range		0-100	%		0-40	%		0-70	%
Money Market Instruments
Range		0-30	%		0-30	%		0-30	%

(1) ING Strategic Allocation Conservative Portfolio will invest no more than 35% of its assets in any combination of the following asset sub-classes:
small-/mid-capitalization stocks, high-yield bonds, international stocks and international fixed-income securities.

(2) ING Strategic Allocation Moderate Portfolio will invest no more than 60% of its assets in any combination of the following asset sub-classes:
small-/mid-capitalization stocks, high-yield bonds, international stocks and international fixed-income securities.

The Sub-Adviser uses the Strategic Allocation Conservative Composite, Strategic Allocation Growth Composite, and Strategic Allocation Moderate Composite indices as benchmarks to which it compares the performance of ING VP Strategic Allocation Conservative Portfolio, ING VP Strategic Allocation Growth Portfolio and ING VP Strategic Allocation Moderate Portfolio, respectively. Each of these Composite indices is a blended index that is derived from the asset class comparative indices set out in the chart below. The chart shows the weightings for each asset class comparative index represented in each benchmark Composite Index, as a percentage of the Composite Index.

Composite Index	Russell 3000^®Index⁽³⁾			Morgan Stanley Capital International Europe, Australasia and Far East^® Index⁽⁴⁾			Lehman Brothers Aggregate Bond Index⁽⁵⁾			91-Day U.S. Treasury Bill Rate
Strategic Allocation Conservative Composite⁽⁶⁾		35	%		0	%		55	%		10	%
Strategic Allocation Growth Composite⁽⁷⁾		70	%		10	%		20	%		0	%
Strategic Allocation Moderate Composite⁽⁸⁾		55	%		5	%		35	%		5	%

(3) The Russell 3000^® Index measures performance of the 3,000 largest U.S. companies based on total market capitalization.

(4) The Morgan Stanley Capital International Europe, Australasia and Far East^® (MSCI EAFE^®) Index measures the performance of securities listed on exchanges in markets in Europe, Australasia and the Far East.

(5) The Lehman Brothers Aggregate Bond Index is composed of publicly issued, fixed-rate U.S. Government, investment grade, mortgaged-backed and corporate debt securities.

(6) The Strategic Allocation Conservative Composite Index is comprised of the asset class indices that correspond to the particular asset classes in which the Portfolio invests and their benchmark weightings. From time to time, adjustments have been made in the asset classes and/or weightings applicable to the Portfolio, and corresponding adjustments have been made to the composite. Prior to March 1, 2000, the benchmark weightings for the Portfolio and the composite were 15% in large capitalization stocks, 15% for small-/mid-cap stocks, 15% in international stocks, 15% in real estate stocks, 25% in U.S. dollar bonds, and 10% in international bonds and 5% in money market instruments. The composite for the period March 1, 2000 through December 31, 2001 reflects benchmark weightings of 25% in large cap stocks, 15% in small-/mid-cap stocks, 15% in international stocks, 5% in real estate stocks, 30% in U.S. dollar bonds, a nd 5% in international bonds and 5% in money market instruments. Effective October 1, 2002 a single category of domestic stocks replaced the group of categories of large cap stocks, small-/mid-cap stocks, and real estate stocks, and the category of international bonds was removed.

(7) The Strategic Allocation Growth Composite Index is comprised of the asset class indices that correspond to the particular asset classes in which the Portfolio invests and their benchmark weightings. From time to time, adjustments have been made in the asset classes and/or weightings applicable to the Portfolio, and corresponding adjustments have been made to the composite. Prior to March 1, 2000, the benchmark weightings for the Portfolio and the composite were 20% in large capitalization stocks, 20% for small-/mid-cap stocks, 20% in international stocks, 20% in real estate stocks, 10% in U.S. dollar bonds, and 10% in international bonds. The composite for the period March 1, 2000 through December 31, 2001 reflects benchmark weightings of 35% in large cap stocks, 20% in small-/mid-cap stocks, 20% in international stocks, 5% in real estate stocks, 15% in U.S. dollar bonds, and 5% in international bonds. Effective O ctober 1, 2002 a single category of domestic stocks replaced the group of categories of large cap stocks, small-/mid-cap stocks, and real estate stocks, and the category of international bonds was removed.

(8) The Strategic Allocation Moderate Composite Index is comprised of the asset class indices that correspond to the particular asset classes in which the Portfolio invests and their benchmark weightings. From time to time, adjustments have been made in the asset classes and/or weightings applicable to the Portfolio, and corresponding adjustments have been made to the composite. Prior to March 1, 2000, the benchmark weightings for the Portfolio and the composite were 10% in large capitalization stocks, 10% for small-/mid-cap stocks, 10% in international stocks, 10% in real estate stocks, 40% in U.S. dollar bonds, and 10% in international bonds and 10% in money market instruments. The composite for the period March 1, 2000 through December 31, 2001 reflects benchmark weightings of 15% in large cap stocks, 10% in small-/mid-cap stocks, 10% in international stocks, 5% in real estate stocks, 45% in U.S. dollar bonds, and 5% in international bonds and 10% in money market instruments. Effective October 1, 2002 a single category of domestic stocks replaced the group of categories of large cap stocks, small-/mid-cap stocks, and real estate stocks, and the category of international bonds was removed.

All indices are unmanaged.
An investor cannot invest directly in an index.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

Actual Expenses

Hypothetical Example for Comparison Purposes

ING VP Index Plus LargeCap Portfolio	Beginning Account Value July 1, 2006		Ending Account Value December 31, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended December 31, 2006*
Actual Portfolio Return
Class I	$	1,000.00	$	1,122.70		0.43	%	$	2.30
Class S		1,000.00		1,121.80		0.68			3.64
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,023.04		0.43	%	$	2.19
Class S		1,000.00		1,021.78		0.68			3.47
ING VP Index Plus MidCap Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,050.60		0.49	%	$	2.53
Class S		1,000.00		1,048.80		0.74			3.82
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,022.74		0.49	%	$	2.50
Class S		1,000.00		1,021.48		0.74			3.77

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING VP Index Plus SmallCap Portfolio	Beginning Account Value July 1, 2006		Ending Account Value December 31, 2006		Annualized Expense Ratio			Expenses Paid During the Six Months Ended December 31, 2006*
Actual Portfolio Return
Class I	$	1,000.00	$	1,056.40		0.49	%	$	2.54
Class S		1,000.00		1,054.50		0.74			3.83
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,022.74		0.49	%	$	2.50
Class S		1,000.00		1,021.48		0.74			3.77
ING VP Strategic Allocation Conservative Portfolio
Actual Portfolio Return
Class ADV^†	$	1,000.00	$	1,000.00		1.15	%	$	0.09
Class I		1,000.00	��	1,071.10		0.65			3.39
Class S		1,000.00		1,069.70		0.90			4.70
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,000.32		1.15	%	$	0.09
Class I		1,000.00		1,021.93		0.65			3.31
Class S		1,000.00		1,020.67		0.90			4.58
ING VP Strategic Allocation Growth Portfolio
Actual Portfolio Return
Class ADV^†	$	1,000.00	$	1,000.00		1.21	%	$	0.10
Class I		1,000.00		1,099.90		0.71			3.76
Class S		1,000.00		1,098.20		0.96			5.08
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,000.31		1.21	%	$	0.10
Class I		1,000.00		1,021.63		0.71			3.62
Class S		1,000.00		1,020.37		0.96			4.89
ING VP Strategic Allocation Moderate Portfolio
Actual Portfolio Return
Class ADV^†	$	1,000.00	$	1,000.00		1.20	%	$	0.10
Class I		1,000.00		1,089.60		0.70			3.69
Class S		1,000.00		1,087.60		0.95			5.00
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,000.31		1.20	%	$	0.10
Class I		1,000.00		1,021.68		0.70			3.57
Class S		1,000.00		1,020.42		0.95			4.84

† Commencement of operations for Class ADV was December 29, 2006. Expenses paid reflect the three day period ended December 31, 2006 with 0.00% return.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Directors
ING Variable Portfolios, Inc. and ING Strategic Allocation Portfolios, Inc.

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of ING VP Index Plus LargeCap Portfolio, ING VP Index Plus MidCap Portfolio, and ING VP Index Plus SmallCap Portfolio, each a series of ING Variable Portfolios, Inc. and ING VP Strategic Allocation Conservative Portfolio (formerly, ING VP Strategic Allocation Income Portfolio), ING VP Strategic Allocation Growth Portfolio, and ING VP Strategic Allocation Moderate Portfolio (formerly, ING VP Strategic Allocation Balanced Portfolio), each a series of ING Strategic Allocation Portfolios, Inc., as of December 31, 2006, the related statements of operations for the year then ended, statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statements and financial highlights are the responsib ility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

Boston, Massachusetts
February 26, 2007

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING VP Index Plus LargeCap Portfolio			ING VP Index Plus MidCap Portfolio		ING VP Index Plus SmallCap Portfolio
ASSETS:
Investments in securities at value+*	$	2,499,585,293		$	1,368,320,794	$	927,184,191
Short-term investment in affiliates at amortized cost		49,000,000			5,000,000		8,000,000
Short-term investments at amortized cost		247,836,874			310,743,528		223,248,758
Cash		—			—		995,322
Cash collateral for futures		2,562,000			256,500		499,500
Receivables:
Investment securities sold		—			114,153,337		75,293,627
Fund shares sold		2,052,301			989,218		602,251
Dividends and interest		3,744,328			866,806		816,435
Prepaid expenses		65,661			37,213		24,580
Total assets		2,804,846,457			1,800,367,396		1,236,664,664
LIABILITIES:
Payable for investment securities purchased		—			111,706,913		69,924,713
Payable for fund shares redeemed		8,990,634			885,757		959,636
Payable for futures variation margin		228,150			54,730		120,091
Payable upon receipt of securities loaned		232,872,874			310,743,528		215,814,758
Payable to affiliates		920,356			587,838		411,755
Payable to custodian due to bank overdraft		24,686			—		—
Payable for borrowings against line of credit		—			598,315		—
Payable for directors fees		19,962			6,908		4,162
Other accrued expenses and liabilities		156,747			92,787		68,518
Total liabilities		243,213,409			424,676,776		287,303,633
NET ASSETS	$	2,561,633,048		$	1,375,690,620	$	949,361,031
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	2,348,048,344		$	1,172,108,102	$	792,965,162
Undistributed net investment income		31,450,677			10,574,611		3,488,031
Accumulated net realized gain (loss) on investments and futures		(73,444,754	)		96,471,802		82,189,591
Net unrealized appreciation on investments and futures		255,578,781			96,536,105		70,718,247
NET ASSETS	$	2,561,633,048		$	1,375,690,620	$	949,361,031
+Including securities loaned at value	$	226,076,158		$	299,977,097	$	207,661,258
*Cost of investments in securities	$	2,244,124,989		$	1,271,638,800	$	856,335,862
Class I:
Net assets	$	2,352,192,871		$	1,148,074,269	$	745,114,613
Shares authorized		200,000,000			100,000,000		100,000,000
Par value	$	0.001		$	0.001	$	0.001
Shares outstanding		134,554,768			60,783,966		41,417,504
Net asset value and redemption price per share	$	17.48		$	18.89	$	17.99
Class S:
Net assets	$	209,440,177		$	227,616,351	$	204,246,418
Shares authorized		100,000,000			100,000,000		100,000,000
Par value	$	0.001		$	0.001	$	0.001
Shares outstanding		12,090,682			12,177,207		11,480,925
Net asset value and redemption price per share	$	17.32		$	18.69	$	17.79

See Accompanying Notes to Financial Statements
20

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING VP Strategic Allocation Conservative Portfolio		ING VP Strategic Allocation Growth Portfolio		ING VP Strategic Allocation Moderate Portfolio
ASSETS:
Investments in securities at value+*	$	139,645,241	$	296,698,636	$	283,643,723
Short-term investments at amortized cost		40,393,799		46,210,489		65,447,729
Cash		27,014		19,178		21,058,543
Cash collateral for futures		86,961		112,163		120,208
Foreign currencies at value**		8		187		—
Receivables:
Investment securities sold		1,925,324		3,454,741		2,631,260
Fund shares sold		1,148		1,364		1,511
Dividends and interest		573,286		586,286		736,956
Variation margin receivable		5,063		719		4,219
Prepaid expenses		4,234		8,404		8,800
Reimbursement due from manager		9,538		—		6,378
Total assets		182,671,616		347,092,167		373,659,327
LIABILITIES:
Payable for investment securities purchased		13,969,217		9,268,568		33,237,665
Payable for fund shares redeemed		723,363		1,819,563		1,867,269
Payable for futures variation margin		15,985		10,819		15,219
Payable upon receipt of securities loaned		20,711,495		37,007,489		38,901,277
Payable to affiliates		82,418		166,989		168,082
Payable to custodian due to foreign currency overdraft		—		—		215
Payable for directors fees		4,371		2,926		7,171
Other accrued expenses and liabilities		50,172		55,780		53,270
Total liabilities		35,557,021		48,332,134		74,250,168
NET ASSETS	$	147,114,595	$	298,760,033	$	299,409,159
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	127,773,425	$	232,584,176	$	246,114,259
Undistributed net investment income		4,696,995		5,107,112		6,584,365
Accumulated net realized gain on investments, foreign currency related transactions, and futures		2,757,067		14,331,892		8,472,620
Net unrealized appreciation on investments, foreign currency related transactions, and futures		11,887,108		46,736,853		38,237,915
NET ASSETS	$	147,114,595	$	298,760,033	$	299,409,159
+ Including securities loaned at value	$	20,140,331	$	35,851,298	$	37,768,136
* Cost of investments in securities	$	127,752,263	$	249,940,445	$	245,390,422
** Cost of foreign currencies	$	8	$	187	$	—
Class ADV:
Net assets	$	1,000	$	1,000	$	1,000
Shares authorized		100,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001
Shares outstanding		74		59		65
Net asset value and redemption price per share	$	13.53	$	17.06	$	15.32
Class I:
Net assets	$	146,397,007	$	298,450,691	$	298,714,931
Shares authorized		100,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001
Shares outstanding		10,803,425		17,496,213		19,501,988
Net asset value and redemption price per share	$	13.55	$	17.06	$	15.32
Class S:
Net assets	$	716,588	$	308,342	$	693,228
Shares authorized		100,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001
Shares outstanding		53,078		18,137		45,390
Net asset value and redemption price per share	$	13.50	$	17.00	$	15.27

See Accompanying Notes to Financial Statements
21

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006

	ING VP Index Plus LargeCap Portfolio			ING VP Index Plus MidCap Portfolio			ING VP Index Plus SmallCap Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	40,790,404		$	17,254,974		$	7,829,661
Interest⁽¹⁾		1,246,805			557,364			454,211
Securities lending income		54,139			536,689			406,036
Total investment income		42,091,348			18,349,027			8,689,908
EXPENSES:
Investment management fees		7,813,259			5,213,452			3,432,609
Distribution and service fees		832,879			621,056			633,082
Transfer agent fees		1,252			183			803
Administrative service fees		1,227,763			716,826			471,968
Shareholder reporting expense		94,694			69,729			43,748
Registration fees		6,183			3,409			2,209
Professional fees		139,140			85,594			58,433
Custody and accounting expense		221,404			152,705			133,550
Directors fees		131,378			81,040			52,119
Miscellaneous expense		149,496			83,369			53,883
Interest expense		79			1,959			198
Total expenses		10,617,527			7,029,322			4,882,602
Net waived and reimbursed fees		(3,233	)		(712	)		(123	)
Net expenses		10,614,294			7,028,610			4,882,479
Net investment income		31,477,054			11,320,417			3,807,429
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES:
Net realized gain on:
Investments		163,690,235			104,833,575			85,610,442
Futures		1,555,372			562,025			85,285
Net realized gain on investments and futures		165,245,607			105,395,600			85,695,727
Net change in unrealized appreciation or depreciation on:
Investments		114,859,843			(6,084,116	)		17,613,862
Futures		211,473			(141,597	)		(130,082	)
Net change in unrealized appreciation or depreciation on investments and futures		115,071,316			(6,225,713	)		17,483,780
Net realized and unrealized gain on investments and futures		280,316,923			99,169,887			103,179,507
Increase in net assets resulting from operations	$	311,793,977		$	110,490,304		$	106,986,936
* Foreign taxes withheld	$	—		$	—		$	3,825
⁽¹⁾ Affiliated income	$	231,859		$	48,596		$	11,464

See Accompanying Notes to Financial Statements
22

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006

	ING VP Strategic Allocation Conservative Portfolio			ING VP Strategic Allocation Growth Portfolio			ING VP Strategic Allocation Moderate Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	1,368,542		$	4,876,122		$	3,962,222
Interest		4,218,271			2,318,039			4,606,882
Securities lending income		58,628			40,450			84,457
Total investment income		5,645,441			7,234,611			8,653,561
EXPENSES:
Investment management fees		889,028			1,751,654			1,762,375
Distribution and service fees		1,051			457			1,252
Transfer agent fees		183			365			401
Administrative service fees		81,491			160,563			161,545
Shareholder reporting expense		4,995			16,425			12,788
Registration fees		806			1,546			1,252
Professional fees		12,421			27,767			22,520
Custody and accounting expense		53,664			78,085			76,820
Directors fees		8,890			16,600			11,476
Miscellaneous expense		14,781			21,233			23,251
Total expenses		1,067,310			2,074,695			2,073,680
Net waived and reimbursed fees		(101,707	)		—			(15,186	)
Net expenses		965,603			2,074,695			2,058,494
Net investment income		4,679,838			5,159,916			6,595,067
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FUTURES:
Net realized gain (loss) on:
Investments		4,290,212			17,961,247			11,879,489
Foreign currency related transactions		(19,314	)		(49,588	)		(39,562	)
Futures		(122,794	)		166,238			17,259
Net realized gain on investments, foreign currency related transactions, and futures		4,148,104			18,077,897			11,857,186
Net change in unrealized appreciation or depreciation on:
Investments		3,136,689			12,974,274			12,600,521
Foreign currency related transactions		642			4,626			2,008
Futures		(26,584	)		(16,364	)		(30,888	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		3,110,747			12,962,536			12,571,641
Net realized and unrealized gain on investments, foreign currency related transactions, and futures		7,258,851			31,040,433			24,428,827
Increase in net assets resulting from operations	$	11,938,689		$	36,200,349		$	31,023,894
* Foreign taxes withheld	$	22,283		$	101,406		$	59,396

See Accompanying Notes to Financial Statements
23

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Index Plus LargeCap Portfolio						ING VP Index Plus MidCap Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income	$	31,477,054		$	22,254,884		$	11,320,417		$	7,674,447
Net realized gain on investments and futures		165,245,607			133,084,265			105,395,600			88,493,475
Net change in unrealized appreciation or depreciation on investments and futures		115,071,316			(50,830,501	)		(6,225,713	)		9,412,728
Net increase in net assets resulting from operations		311,793,977			104,508,648			110,490,304			105,580,650
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(15,985,488	)		(18,365,964	)		(5,598,196	)		(3,361,948	)
Class S		(6,122,883	)		(4,990,903	)		(1,478,795	)		(773,217	)
Net realized gains:
Class I		—			—			(68,434,199	)		(51,641,723	)
Class S		—			—			(24,305,765	)		(14,146,533	)
Total distributions		(22,108,371	)		(23,356,867	)		(99,816,955	)		(69,923,421	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		1,045,734,833			487,133,637			469,884,334			293,235,680
Dividends reinvested		22,108,371			23,356,867			99,816,955			69,923,421
		1,067,843,204			510,490,504			569,701,289			363,159,101
Cost of shares redeemed		(742,168,372	)		(285,443,027	)		(327,940,417	)		(76,581,417	)
Net increase in net assets resulting from capital share transactions		325,674,832			225,047,477			241,760,872			286,577,684
Net increase in net assets		615,360,438			306,199,258			252,434,221			322,234,913
NET ASSETS:
Beginning of year		1,946,272,610			1,640,073,352			1,123,256,399			801,021,486
End of year	$	2,561,633,048		$	1,946,272,610		$	1,375,690,620		$	1,123,256,399
Undistributed net investment income at end of year	$	31,450,677		$	22,117,371		$	10,574,611		$	7,256,615

See Accompanying Notes to Financial Statements
24

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Index Plus SmallCap Portfolio						ING VP Strategic Allocation Conservative Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income	$	3,807,429		$	3,130,609		$	4,679,838		$	3,875,244
Net realized gain on investments, foreign currency related transactions, and futures		85,695,727			44,380,246			4,148,104			6,024,537
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		17,483,780			(2,412,384	)		3,110,747			(4,139,708	)
Net increase in net assets resulting from operations		106,986,936			45,098,471			11,938,689			5,760,073
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(1,801,475	)		(1,005,229	)		(3,932,782	)		(3,088,074	)
Class S		(1,012,877	)		(617,095	)		(6,475	)		—
Net realized gains:
Class I		(23,600,099	)		(16,794,162	)		(4,796,861	)		—
Class S		(20,506,830	)		(12,347,644	)		(7,947	)		—
Total distributions		(46,921,281	)		(30,764,130	)		(8,744,065	)		(3,088,074	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		544,373,542			307,363,456			11,084,498			22,558,625
Dividends reinvested		46,921,281			30,764,130			8,744,065			3,088,074
		591,294,823			338,127,586			19,828,563			25,646,699
Cost of shares redeemed		(413,212,479	)		(54,582,141	)		(27,591,644	)		(28,124,159	)
Net increase (decrease) in net assets resulting from capital share transactions		178,082,344			283,545,445			(7,763,081	)		(2,477,460	)
Net increase (decrease) in net assets		238,147,999			297,879,786			(4,568,457	)		194,539
NET ASSETS:
Beginning of year		711,213,032			413,333,246			151,683,052			151,488,513
End of year	$	949,361,031		$	711,213,032		$	147,114,595		$	151,683,052
Undistributed net investment income at end of year	$	3,488,031		$	2,868,688		$	4,696,995		$	3,938,007

See Accompanying Notes to Financial Statements
25

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Strategic Allocation Growth Portfolio						ING VP Strategic Allocation Moderate Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income	$	5,159,916		$	3,916,086		$	6,595,067		$	5,365,085
Net realized gain on investments, foreign currency related transactions, and futures		18,077,897			16,333,674			11,857,186			12,614,403
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		12,962,536			(3,407,926	)		12,571,641			(4,526,758	)
Net increase in net assets resulting from operations		36,200,349			16,841,834			31,023,894			13,452,730
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(4,039,806	)		(3,375,749	)		(5,448,268	)		(4,230,268	)
Class S		(804	)		—			(5,320	)		(1,684	)
Net realized gains:
Class I		(3,897,573	)		—			(6,437,221	)		—
Class S		(793	)		—			(6,587	)		—
Total distributions		(7,938,976	)		(3,375,749	)		(11,897,396	)		(4,231,952	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		20,211,753			38,357,026			22,323,395			39,779,060
Dividends reinvested		7,938,976			3,375,749			11,897,396			4,231,952
		28,150,729			41,732,775			34,220,791			44,011,012
Cost of shares redeemed		(45,247,026	)		(31,098,364	)		(43,973,179	)		(31,488,536	)
Net increase (decrease) in net assets resulting from capital share transactions		(17,096,297	)		10,634,411			(9,752,388	)		12,522,476
Net increase in net assets		11,165,076			24,100,496			9,374,110			21,743,254
NET ASSETS:
Beginning of year		287,594,957			263,494,461			290,035,049			268,291,795
End of year	$	298,760,033		$	287,594,957		$	299,409,159		$	290,035,049
Undistributed net investment income at end of year	$	5,107,112		$	4,042,457		$	6,584,365		$	5,454,318

See Accompanying Notes to Financial Statements
26

ING VP INDEX PLUS LARGECAP PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I Year Ended December 31,
	2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	15.42			14.82			13.54			10.85		13.86
Income (loss) from investment operations:
Net investment income	$	0.23	*		0.19	*		0.22			0.14		0.14
Net realized and unrealized gain (loss) on investments	$	2.00			0.60			1.20			2.68		(3.12	)
Total from investment operations	$	2.23			0.79			1.42			2.82		(2.98	)
Less distributions from:
Net investment income	$	0.17			0.19			0.14			0.13		0.03
Total distributions	$	0.17			0.19			0.14			0.13		0.03
Net asset value, end of year	$	17.48			15.42			14.82			13.54		10.85
Total Return⁽¹⁾	%	14.58			5.38			10.58			26.14		(21.53	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	2,352,193			1,389,139			1,511,946			1,389,298		943,520
Ratios to average net assets:
Expenses	%	0.43	⁽²⁾		0.45			0.44			0.43		0.45
Net investment income	%	1.46	⁽²⁾		1.30			1.55			1.33		1.18
Portfolio turnover rate	%	128			89			70			88		139
	Class S Year Ended December 31,
	2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	15.30			14.73			13.49			10.83		13.86
Income (loss) from investment operations:
Net investment income	$	0.18	*		0.16	*		0.19	*		0.15		0.12
Net realized and unrealized gain (loss) on investments	$	1.99			0.59			1.18			2.63		(3.13	)
Total from investment operations	$	2.17			0.75			1.37			2.78		(3.01	)
Less distributions from:
Net investment income	$	0.15			0.18			0.13			0.12		0.02
Total distributions	$	0.15			0.18			0.13			0.12		0.02
Net asset value, end of year	$	17.32			15.30			14.73			13.49		10.83
Total Return⁽¹⁾	%	14.28			5.15			10.26			25.84		(21.74	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	209,440			557,134			128,127			59,500		4,597
Ratios to average net assets:
Expenses	%	0.68	⁽²⁾		0.70			0.69			0.68		0.71
Net investment income	%	1.13	⁽²⁾		1.10			1.39			1.11		0.93
Portfolio turnover rate	%	128			89			70			88		139

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

⁽²⁾ Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.01% impact on the expense ratio.

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

See Accompanying Notes to Financial Statements.
27

ING VP INDEX PLUS MIDCAP PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I Year Ended December 31,
	2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	18.69			18.16			15.64			11.86		13.54
Income (loss) from investment operations:
Net investment income	$	0.17	*		0.16	*		0.09			0.09		0.04
Net realized and unrealized gain (loss) on investments	$	1.57			1.77			2.50			3.75		(1.67	)
Total from investment operations	$	1.74			1.93			2.59			3.84		(1.63	)
Less distributions from:
Net investment income	$	0.12			0.09			0.07			0.06		0.05
Net realized gain on investments	$	1.42			1.31			—			—		—
Total distributions	$	1.54			1.40			0.07			0.06		0.05
Net asset value, end of year	$	18.89			18.69			18.16			15.64		11.86
Total Return⁽¹⁾	%	9.44			11.14			16.59			32.45		(12.09	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	1,148,074			844,703			678,869			451,213		251,674
Ratios to average net assets:
Expenses	%	0.49	⁽²⁾		0.49			0.49			0.50		0.53
Net investment income	%	0.92	⁽²⁾		0.87			0.73			0.78		0.61
Portfolio turnover rate	%	84			100			108			113		139
	Class S Year Ended December 31,
	2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	18.53			18.05			15.57			11.83		13.52
Income (loss) from investment operations:
Net investment income	$	0.12			0.11	*		0.07	*		0.04		0.01
Net realized and unrealized gain (loss) on investments	$	1.55			1.75			2.47			3.74		(1.66	)
Total from investment operations	$	1.67			1.86			2.54			3.78		(1.65	)
Less distributions from:
Net investment income	$	0.09			0.07			0.06			0.04		0.04
Net realized gain on investments	$	1.42			1.31			—			—		—
Total distributions	$	1.51			1.38			0.06			0.04		0.04
Net asset value, end of year	$	18.69			18.53			18.05			15.57		11.83
Total Return⁽¹⁾	%	9.12			10.84			16.35			32.06		(12.26	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	227,616			278,554			122,153			19,960		5,917
Ratios to average net assets:
Expenses	%	0.74	⁽²⁾		0.74			0.74			0.75		0.78
Net investment income	%	0.63	⁽²⁾		0.62			0.45			0.54		0.37
Portfolio turnover rate	%	84			100			108			113		139

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

⁽²⁾ Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.01% impact on the expense ratio.

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

See Accompanying Notes to Financial Statements.
28

ING VP INDEX PLUS SMALLCAP PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I Year Ended December 31,
	2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	16.68			16.39			13.52			9.95		11.60
Income (loss) from investment operations:
Net investment income	$	0.09	*		0.11	*		0.07			0.03		0.01
Net realized and unrealized gain (loss) on investments	$	2.20			1.09			2.90			3.56		(1.53	)
Total from investment operations	$	2.29			1.20			2.97			3.59		(1.52	)
Less distributions from:
Net investment income	$	0.07			0.05			0.02			0.02		0.01
Net realized gain on investments	$	0.91			0.86			0.08			—		0.12
Total distributions	$	0.98			0.91			0.10			0.02		0.13
Net asset value, end of year	$	17.99			16.68			16.39			13.52		9.95
Total Return⁽¹⁾	%	13.82			7.62			22.07			36.15		(13.21	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	745,115			378,121			303,041			168,035		86,494
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾	%	0.49	⁽²⁾		0.49			0.49			0.56		0.58
Gross expenses prior to expense reimbursement⁽³⁾	%	0.49			0.49			0.49			0.56		0.63
Net investment income after expense reimbursement⁽³⁾	%	0.52	⁽²⁾		0.66			0.64			0.37		0.30
Portfolio turnover rate	%	93			71			94			120		134
	Class S Year Ended December 31,
	2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$	16.53			16.28			13.46			9.92		11.58
Income (loss) from investment operations:
Net investment income	$	0.04	*		0.07	*		0.06	*		0.01		0.00	**
Net realized and unrealized gain (loss) on investments	$	2.18			1.08			2.86			3.54		(1.53	)
Total from investment operations	$	2.22			1.15			2.92			3.55		(1.53	)
Less distributions from:
Net investment income	$	0.05			0.04			0.02			0.01		0.01
Net realized gain on investments	$	0.91			0.86			0.08			—		0.12
Total distributions	$	0.96			0.90			0.10			0.01		0.13
Net asset value, end of year	$	17.79			16.53			16.28			13.46		9.92
Total Return⁽¹⁾	%	13.48			7.36			21.74			35.83		(13.39	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	204,246			333,092			110,292			16,419		4,014
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾	%	0.74	⁽²⁾		0.74			0.74			0.80		0.84
Gross expenses prior to expense reimbursement⁽³⁾	%	0.74			0.74			0.74			0.80		0.88
Net investment income after expense reimbursement⁽³⁾	%	0.25	⁽²⁾		0.43			0.45			0.13		0.05
Portfolio turnover rate	%	93			71			94			120		134

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

⁽²⁾ The Investment Adviser has agreed to limit expenses (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years of being incurred.

⁽³⁾ Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.01% impact on the expense ratio.

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

** Amount represents less than $0.005 per share.

See Accompanying Notes to Financial Statements.
29

ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class ADV			Class I
	December 29, 2006⁽¹⁾to			Year Ended December 31,
	December 31, 2006			2006			2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	13.53			13.27			13.04		12.31		11.09		11.99
Income (loss) from investment operations:
Net investment income	$	(0.00	)**		0.42	*		0.34		0.25		0.25		0.27
Net realized and unrealized gain (loss) on investments	$	—			0.64			0.15		0.72		1.25		(0.78	)
Total from investment operations	$	(0.00	)**		1.06			0.49		0.97		1.50		(0.51	)
Less distributions from:
Net investment income	$	—			0.35			0.26		0.24		0.28		0.39
Net realized gain on investments	$	—			0.43			—		—		—		—
Total distributions	$	—			0.78			0.26		0.24		0.28		0.39
Net asset value, end of period	$	13.53			13.55			13.27		13.04		12.31		11.09
Total Return⁽²⁾	%	—			8.37			3.83		7.99		13.65		(4.34	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			146,397			151,565		151,489		135,628		120,615
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	1.15			0.65			0.65		0.65		0.65		0.65
Gross expenses prior to expense reimbursement⁽⁴⁾	%	1.22			0.72			0.75		0.70		0.74		0.77
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	(1.15	)		3.18			2.53		2.16		2.18		2.36
Portfolio turnover rate	%	335			335			364		317		332		248

	Class S
	Year Ended December 31, 2006			August 5, 2005⁽¹⁾ to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	13.25			13.06
Income from investment operations:
Net investment income	$	0.39	*		0.06
Net realized and unrealized gain on investments	$	0.64			0.13
Total from investment operations	$	1.03			0.19
Less distributions from:
Net investment income	$	0.35			—
Net realized gains on investments	$	0.43			—
Total distributions	$	0.78			—
Net asset value, end of period	$	13.50			13.25
Total Return⁽²⁾	%	8.13			1.45
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	717			118
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	0.90			0.90
Gross expenses prior to expense reimbursement⁽⁴⁾	%	0.97			1.00
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	3.00			2.68
Portfolio turnover rate	%	335			364

⁽¹⁾ Commencement of operations.

⁽³⁾ The Investment Adviser has agreed to limit expenses (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.

⁽⁴⁾ Annualized for periods less than one year.

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

** Amount represents more than $(0.005) per share.

See Accompanying Notes to Financial Statements.
30

ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class ADV			Class I
	December 29, 2006⁽¹⁾to			Year Ended December 31,
	December 31, 2006			2006			2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	17.06			15.48			14.76		13.32		10.81		12.75
Income (loss) from investment operations:
Net investment income	$	(0.00	)**		0.28	*		0.22		0.18		0.15		0.13
Net realized and unrealized gain (loss) on investments	$	—			1.73			0.68		1.41		2.47		(1.87	)
Total from investment operations	$	(0.00	)**		2.01			0.90		1.59		2.62		(1.74	)
Less distributions from:
Net investment income	$	—			0.22			0.18		0.15		0.11		0.20
Net realized gains on investments	$	—			0.21			—		—		—		—
Total distributions	$	—			0.43			0.18		0.15		0.11		0.20
Net asset value, end of period	$	17.06			17.06			15.48		14.76		13.32		10.81
Total Return⁽²⁾	%	—			13.19			6.20		12.01		24.34		(13.76	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			298,451			287,566		263,494		219,260		165,733
Ratios to average net assets:
Net expenses after expense reimbursement/ recoupment⁽³⁾⁽⁴⁾	%	1.21			0.71			0.73		0.70		0.75		0.75
Gross expenses prior to expense reimbursement/ recoupment⁽⁴⁾	%	1.21			0.71			0.73		0.70		0.74		0.77
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	(1.21	)		1.77			1.43		1.46		1.32		1.14
Portfolio turnover rate	%	233			233			232		205		232		271

	Class S
	Year Ended December 31, 2006			August 5, 2005⁽¹⁾ to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	15.46			14.98
Income from investment operations:
Net investment income	$	0.23	*		0.06
Net realized and unrealized gain on investments	$	1.73			0.42
Total from investment operations	$	1.96			0.48
Less distributions from:
Net investment income	$	0.21			—
Net realized gains on investments	$	0.21			—
Total distributions	$	0.42			—
Net asset value, end of period	$	17.00			15.46
Total Return⁽²⁾	%	12.91			3.20
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	308			29
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	0.96			0.98
Gross expenses prior to expense reimbursement⁽⁴⁾	%	0.96			0.98
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	1.47			1.27
Portfolio turnover rate	%	233			232

⁽¹⁾ Commencement of operations.

⁽⁴⁾ Annualized for periods less than one year.

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

** Amount represents more than $(0.005) per share.

See Accompanying Notes to Financial Statements.
31

ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class ADV			Class I
	December 29, 2006⁽¹⁾to			Year Ended December 31,
	December 31, 2006			2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	15.32			14.35			13.91			12.78		10.86		12.31
Income (loss) from investment operations:
Net investment income	$	(0.00	)**		0.33	*		0.26	*		0.20		0.18		0.20
Net realized and unrealized gain (loss) on investments	$	—			1.23			0.39			1.09		1.92		(1.36	)
Total from investment operations	$	(0.00	)**		1.56			0.65			1.29		2.10		(1.16	)
Less distributions from:
Net investment income	$	—			0.27			0.21			0.16		0.18		0.29
Net realized gains on investments	$	—			0.32			—			—		—		—
Total distributions	$	—			0.59			0.21			0.16		0.18		0.29
Net asset value, end of period	$	15.32			15.32			14.35			13.91		12.78		10.86
Total Return⁽²⁾	%	—			11.17			4.70			10.23		19.47		(9.54	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			298,715			289,673			268,292		208,837		158,169
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	1.20			0.70			0.70			0.70		0.70		0.70
Gross expenses prior to expense reimbursement⁽⁴⁾	%	1.21			0.71			0.74			0.70		0.74		0.77
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	(1.20	)		2.26			1.89			1.77		1.75		1.71
Portfolio turnover rate	%	258			258			301			262		278		267

	Class S
	Year Ended December 31, 2006			June 7, 2005⁽¹⁾ to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	14.34			14.02
Income from investment operations:
Net investment income	$	0.29	*		0.17	*
Net realized and unrealized gain on investments	$	1.22			0.36
Total from investment operations	$	1.51			0.53
Less distributions from:
Net investment income	$	0.26			0.21
Net realized gains on investments	$	0.32			—
Total distributions	$	0.58			0.21
Net asset value, end of period	$	15.27			14.34
Total Return⁽²⁾	%	10.80			3.81
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	693			362
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	0.95			0.95
Gross expenses prior to expense reimbursement⁽⁴⁾	%	0.96			0.99
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	2.00			1.80
Portfolio turnover rate	%	258			301

⁽¹⁾ Commencement of operations.

⁽⁴⁾ Annualized for periods less than one year.

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

** Amount represents more than $(0.005) per share.

See Accompanying Notes to Financial Statements.
32

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006

NOTE 1 — ORGANIZATION

Organization. The ING Variable Portfolios, Inc. and the ING Strategic Allocation Portfolios, Inc. are each registered under the Investment Company Act of 1940, as amended ("1940 Act") as an open-end management investment company.

The ING Variable Portfolios, Inc. is a company incorporated under the laws of Maryland on June 4, 1996. There are eight separate investment portfolios that comprise the ING Variable Portfolios, Inc. The three portfolios (each a "Portfolio", collectively the "Portfolios") that are in this report are: ING VP Index Plus LargeCap Portfolio ("VP Index Plus LargeCap"), ING VP Index Plus MidCap Portfolio ("VP Index Plus MidCap") and ING VP Index Plus SmallCap Portfolio ("VP Index Plus SmallCap").

The ING Strategic Allocation Portfolios, Inc. is a company incorporated under the laws of Maryland on October 14, 1994 (each a "Company" and collectively, the "Companies"). There are three separate investment portfolios (each a "Portfolio", collectively the "Portfolios") that comprise the ING Strategic Allocation Portfolios, Inc.: ING VP Strategic Allocation Conservative Portfolio ("VP Strategic Allocation Conservative"), formerly, ING VP Strategic Allocation Income Portfolio, ING VP Strategic Allocation Growth Portfolio ("VP Strategic Allocation Growth") and ING VP Strategic Allocation Moderate Portfolio ("VP Strategic Allocation Moderate") formerly, ING VP Strategic Allocation Balanced Portfolio.

The VP Index Plus LargeCap seeks to outperform the total return performance of the S&P 500^® Index, while maintaining a market level of risk.

The VP Index Plus MidCap seeks to outperform the total return performance of the S&P MidCap 400 Index, while maintaining a market level of risk.

The VP Index Plus SmallCap seeks to outperform the total return performance of the S&P SmallCap 600 Index, while maintaining a market level of risk.

The VP Strategic Allocation Conservative seeks to provide total return consistent with preservation of capital.

The VP Strategic Allocation Growth seeks to provide capital appreciation.

The VP Strategic Allocation Moderate seeks to provide total return (i.e., income and capital appreciation, both realized and unrealized).

Each Portfolio offers Class I and Class S shares. Additionally, VP Strategic Allocation Conservative, VP Strategic Allocation Growth and VP Strategic Allocation Moderate offer Adviser ("ADV") Class shares. The three classes differ principally in the applicable distribution and service fees. Shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Portfolio and earn income and realized gains/losses from the portfolio pro rata based on the average daily net assets of each class, without distinction between share classes. Differences in per share dividend rates generally result from differences in separate class expenses, including shareholder servicing fees.

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

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

ING Investments, LLC ("ING Investments" or the "Investment Adviser"), an Arizona limited liability company, serves as the Investment Adviser to the Portfolios. ING Investments has engaged ING Investment Management Co. ("ING IM"), a Connecticut corporation, to serve as the Sub-Adviser to the Portfolios. ING Funds Distributor, LLC (the "Distributor") is the principal underwriter of the Portfolios. ING Investments, ING IM and the Distributor are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individuals and institutional investors.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

traded on an exchange or NASDAQ for which there has been no sale and securities traded in the over-the-counter-market are valued at the mean between the last reported bid and ask prices. All investments quoted in foreign currencies will be valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities are valued at prices obtained from independent services or from one or more dealers making markets in the securities and may be adjusted based on the Portfolios' valuation procedures. U.S. government obligations are valued by using market quotations or independent pricing services that use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics.

Securities and assets for which market quotations are not readily available (which may include certain restricted securities which are subject to limitations as to their sale) are valued at their fair values as determined in good faith by or under the supervision of the Portfolio's Board of Directors ("Board"), in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that a Portfolio calculates its net asset value ("NAV") may also be valued at their fair values as determined in good faith by or under the supervision of a Portfolio's Board, in accordance with methods that are specifically authorized by the Board. The valuation techniques applied in any specific instance are likely to vary from case to case. With respect to a restricted security, for example, consideration is generally given to the cost of the investment, the market value of any unrestricted securities of the same class at the time of valuation, the potential expiration of restrictions on the security, the existence of any registration rights, the costs to the Portfolios related to registration of the security, as well as factors relevant to the issuer itself. Consideration may also be given to the price and extent of any public trading in similar securities of the issuer or comparable companies' securities. The value of a foreign security traded on an exchange outside the United States is generally based on its price on the principal foreign exchange where it trades as of the time a Portfolio determines its NAV or if the foreign exchange closes prior to the time the Portfolio determines its NAV, the most recent closing price of the foreign security on its principal exchange. Trading in certain non-U.S. securities may not take place on all days on which the New York Stock Exchange ("NYSE") is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of the Portfolio's NAV may not take place contemporaneously with the determination of the prices of securities held by a Portfolio in foreign securities markets. Further, the value of the Portfolio's assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Portfolio. In calculating the Portfolio's NAV, foreign securities denominated in foreign currency are converted to U.S. dollar equivalents. If an event occurs after the time at which the market for foreign securities held by the Portfolio closes but before the time that the Portfolio's NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time the Portfolio determines its NAV. In such a case, the Portfolio will use the fair value of such securitie s as determined under a Portfolio's valuation procedures. Events after the close of trading on a foreign market that could require the Portfolio to fair value some or all of its foreign securities include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis in the determination of a security's fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time a Portfolio calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, or that such markets will continue to behave in a fashion that is consistent with such models. Unlike the closing price of a secur ity on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that a Portfolio could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, a Portfolio is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

D. Foreign Currency Transactions and Futures Contracts. Certain Portfolios may enter into foreign currency exchange transactions to convert to and from different foreign currencies and to and from the U.S. dollar in connection with the planned purchases or sales of securities. When entering into a currency forward contract, a Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed upon date. The Portfolios either enter into these transactions on a spot basis at the spot rate prevailing in the foreign currency exchange market or use forward foreign currency contracts to purchase or sell foreign currencies. When the contract is fulfilled or closed, gains or losses are realized. Until then, the gain or loss is included in unreal ized appreciation or depreciation. Risks may arise upon entering into forward contracts from the potential inability of counterparties to meet the terms of their forward contracts and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar.

Each Portfolio may enter into futures contracts involving foreign currency, interest rates, securities and security indices. A futures contract obligates the seller of the contract to deliver and the purchaser of the contract to take delivery of the type of foreign currency, financial instrument or

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

security called for in the contract at a specified future time for a specified price. Upon entering into such a contract, a Portfolio is required to deposit and maintain as collateral such initial margin as required by the exchange on which the contract is traded. Pursuant to the contract, a Portfolio agrees to receive from or pay to the broker an amount equal to the daily fluctuations in the value of the contract. Such receipts or payments are known as variation margins and are recorded as unrealized gains or losses by the Portfolio. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

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

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

H. Repurchase Agreements. Each Portfolio may invest in repurchase agreements only with government securities dealers recognized by the Board of Governors of the Federal Reserve System. Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects an agreed upon interest rate for the period of time the agreement is outstanding. The period of the repurchase agreements is usually short, from overnight to one week, while the underlying securities generally have longer maturities. Each Portfolio will receive as collateral securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, being invested by the Portfolio. The underlying collateral is valued daily on a mark to market basis to assure that the value, including accrued interest is at least equal to the repurchase price. There would be potential loss to the Portfolio in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral, and it might incur disposition costs in liquidating the collateral.

I. Securities Lending. Each Portfolio has the option to temporarily loan up to 30% of its total assets to brokers, dealers or other financial institutions in exchange for a negotiated lender's fee. The borrower is required to fully collateralize the loans with cash or U.S. Government securities. Generally, in the event of counterparty default, the Portfolio has the right to use collateral to offset losses incurred. There would be potential loss to the Portfolio in the event the Portfolio is delayed or prevented from exercising its right to dispose of the collateral. The Portfolio bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with inv esting in a Portfolio.

J. Illiquid and Restricted Securities. VP Index Plus LargeCap, VP Index Plus MidCap and VP Index Plus SmallCap each may not invest more than 10% of its net assets in illiquid securities. VP Strategic Allocation Conservative, VP Strategic Allocation Growth and VP Strategic Allocation Moderate each may not invest more than 15% of its net assets in illiquid securities. Illiquid securities are not readily marketable. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Portfolios to sell them promptly at an acceptable price. Each

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

Portfolio may also invest in restricted securities, which include those sold under Rule 144A of the Securities Act of 1933 ("1933 Act") or securities offered pursuant to Section 4(2) of the 1933 Act, and/or are subject to legal or contractual restrictions on resale and may not be publicly sold without registration under the 1933 Act. Certain restricted securities may be considered liquid pursuant to procedures adopted by the Board or may be deemed to be illiquid because they may not be readily marketable. Illiquid and restricted securities are valued using market quotations when readily available. In the absence of market quotations, the securities are valued based upon their fair value determined under procedures approved by the Board.

K. Delayed Delivery Transactions. Each Portfolio may purchase or sell securities on a when-issued or forward commitment basis. The price of the underlying securities and date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market value of such is identified in each Portfolio's Portfolio of Investments. Losses may arise due to changes in the market value of the securities or from the inability of counterparties to meet the terms of the contract. In connection with such purchases, the Portfolios are required to segregate liquid assets sufficient to cover the purchase price.

L. Mortgage Dollar Roll Transactions. In connection with a Portfolio's ability to purchase or sell securities on a when-issued basis, VP Strategic Allocation Conservative, VP Strategic Allocation Growth and VP Strategic Allocation Moderate Portfolios may engage in dollar roll transactions with respect to mortgage-backed securities issued by Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corp. In a dollar roll transaction, a Portfolio sells a mortgage-backed security to a financial institution, such as a bank or broker/dealer, and simultaneously agrees to repurchase a substantially similar (i.e., same type, coupon, and maturity) security from the institution on a delayed delivery basis at an agreed upon price. The mortga ge-backed securities that are repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories. The Portfolios account for dollar roll transactions as purchases and sales.

M. Swap Contracts. Each Portfolio may enter into interest rate swaps, currency swaps and other types of swap agreements, including swaps on securities and indices. A swap is an agreement between two parties pursuant to which each party agrees to make one or more payments to the other on regularly scheduled dates over a stated term, based on different interest rates, currency exchange rates, security prices, the prices or rates of other types of financial instruments or assets or the levels of specified indices. During the term of the swap, changes in the value of the swap are recognized as unrealized appreciation or depreciation.

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

NOTE 3 — INVESTMENT TRANSACTIONS

For the year ended December 31, 2006, the cost of purchases and the proceeds from the sale of securities, excluding short-term securities, were as follows:

	Purchases		Sales
VP Index Plus LargeCap	$	3,131,658,100	$	2,833,314,607
VP Index Plus MidCap		1,245,448,660		1,085,372,845
VP Index Plus SmallCap		910,805,107		792,580,561
VP Strategic Allocation Conservative		170,579,237		161,788,089
VP Strategic Allocation Growth		442,949,861		438,083,077
VP Strategic Allocation Moderate		397,371,408		388,411,264

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

	Purchases		Sales
VP Strategic Allocation Conservative	$	271,794,951	$	287,535,292
VP Strategic Allocation Growth		181,103,445		199,260,721
VP Strategic Allocation Moderate		276,007,101		302,928,672

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES

The Portfolios entered into an investment management agreement ("Investment Management Agreement") with the Investment Adviser. The Investment Management Agreement compensates the Investment Adviser with a fee, computed daily and payable monthly, based on the average daily net assets of each Portfolio, at the following annual rates:

VP Index Plus LargeCap	0.35	%
VP Index Plus MidCap	0.40	%
VP Index Plus SmallCap	0.40	%
VP Strategic Allocation Conservative	0.60	%
VP Strategic Allocation Growth	0.60	%
VP Strategic Allocation Moderate	0.60	%

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES (continued)

The Investment Adviser entered into a Sub-Advisory Agreement with ING IM. Subject to such policies as the Board or the Investment Adviser may determine, ING IM manages the Portfolios' assets in accordance with the Portfolios' investment objectives, policies, and limitations.

Effective November 1, 2006, all ING Portfolios sub-advised by ING IM are permitted to invest end-of-day cash balances into affiliated ING Money Market Funds, including ING Institutional Prime Money Market Fund. Investment management fees paid by the Portfolios will be reduced by an amount equal to the management fees paid indirectly to the ING Institutional Prime Money Market Fund with respect to assets invested by the Portfolios. As of December 31, 2006, VP Index Plus LargeCap, VP Index Plus MidCap and VP Index Plus SmallCap waived $3,233, $712 and $123, respectively. These fees are not subject to recoupment.

Pursuant to the Administration Agreement, ING Funds Services, LLC ("IFS"), an indirect, wholly-owned subsidiary of ING Groep, acts as administrator and provides certain administrative and shareholder services necessary for Portfolio operations and is responsible for the supervision of other service providers. IFS is entitled to receive from each Portfolio a fee at an annual rate of 0.055% on the first $5 billion of daily net assets and 0.03% thereafter.

NOTE 5 — DISTRIBUTION FEES

Each Class S share of the Portfolios has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), whereby the Distributor is compensated by each Portfolio for expenses incurred in the distribution of each Portfolio's Class S shares ("Distribution Fees"). Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month to compensate for expenses incurred in the distribution and promotion of each Portfolio's S shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution related expenses, including any distribution or shareholder servicing fees ("Service Fees") paid to securities dealers who have executed a distribution agreement with the Distributor. Under the 12b-1 Plans, Class S of the Portfolios pa ys the Distributor Distribution Fees at a rate of 0.25% based on average daily net assets.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES

At December 31, 2006, the Portfolios had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 4 and 5):

	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Total
VP Index Plus LargeCap	$	756,747	$	119,298	$	44,311	$	920,356
VP Index Plus MidCap		474,085		65,240		48,513		587,838
VP Index Plus SmallCap		324,104		44,580		43,071		411,755
VP Strategic Allocation Conservative		75,355		6,907		156		82,418
VP Strategic Allocation Growth		152,908		14,016		65		166,989
VP Strategic Allocation Moderate		153,834		14,101		147		168,082

At December 31, 2006, the following ING Portfolios or indirect, wholly-owned subsidiaries of ING Groep owned more than 5% of the following Portfolios:

ING Life Insurance and Annuity Company — VP Index Plus LargeCap (55.47%); VP Index Plus MidCap (59.65%); VP Index Plus SmallCap (41.47%); VP Strategic Allocation Conservative (97.99%); VP Strategic Allocation Growth (96.66%); VP Strategic Allocation Moderate (96.96%).

ING Lifestyle Aggressive Growth Portfolio — VP Index Plus LargeCap (5.46%).

ING Lifestyle Growth Portfolio — VP Index Plus LargeCap (10.92%); VP Index Plus MidCap (7.96%); VP Index Plus SmallCap (11.55%).

ING Lifestyle Moderate Growth Portfolio — VP Index Plus LargeCap (8.60%); VP Index Plus SmallCap (6.82%).

ING USA Annuity and Life Insurance Company — VP Index Plus LargeCap (8.02%); VP Index Plus MidCap (16.20%); VP Index Plus SmallCap (21.19%).

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

NOTE 7 — EXPENSE LIMITATIONS

ING Investments entered into written expense limitation agreements ("Expense Limitation Agreements") with each of the Portfolios whereby the

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 7 — EXPENSE LIMITATIONS (continued)

Investment Adviser has agreed to limit expenses, excluding interest, taxes, brokerage and extraordinary expenses to the levels listed below:

		Class ADV			Class I			Class S
VP Index Plus LargeCap			N/A			0.55	%		0.80	%
VP Index Plus MidCap			N/A			0.60	%		0.85	%
VP Index Plus SmallCap			N/A			0.60	%		0.85	%
VP Strategic Allocation Conservative	��		1.15	%		0.65	%		0.90	%
VP Strategic Allocation Growth			1.25	%		0.75	%		1.00	%
VP Strategic Allocation Moderate			1.20	%		0.70	%		0.95	%

The Investment Adviser may at a later date recoup from a Portfolio for management fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Portfolio's expense ratio does not exceed the percentage described above. Waived and reimbursed fees and any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Statements of Operations for each Portfolio. Amounts payable by the Investment Adviser are reflected on the accompanying Statements of Assets and Liabilities for each Portfolio.

As of December 31, 2006, the amounts of waived and reimbursed fees that are subject to possible recoupment by the Investment Adviser, and the related expiration dates are as follows:

	December 31,
	2007		2008		2009		Total
VP Strategic Allocation Conservative	$	69,974	$	152,215	$	101,707	$	323,896
VP Strategic Allocation Moderate		—		102,846		15,186		118,032

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

NOTE 8 — LINE OF CREDIT

All of the Portfolios included in this report, in addition to certain other Portfolios managed by the Investment Adviser, have entered into an unsecured committed revolving line of credit agreement (the "Credit Agreement") with Citibank, N.A. for an aggregate amount of $100,000,000. The proceeds may be used only to: (1) temporarily finance the purchase and sale of securities; (2) finance the redemption of shares of an investor in the Portfolios; and (3) enable the Portfolios to meet other emergency expenses as defined in the Credit Agreement. The Portfolios to which the line of credit is available pay a commitment fee equal to 0.09% per annum on the daily unused portion of the committed line amount. Each of the Portfolios will pay its pro rata share of both the agent and commitment fee. Generally, borrowings under the Credit Agreement accrue interest at the Federal Funds Rate plus a specified margin. Repayments generally must be made within 30 days after the date of a revolving credit advance. The following Portfolios utilized the line of credit during the year ended December 31, 2006.

Portfolio	Days Utilized		Approximate Average Daily Balance		Approximate Weighted Average Interest Rate
VP Index Plus MidCap⁽¹⁾		5	$	2,476,000		5.77	%
VP Index Plus SmallCap		2		675,000		5.35	%
VP Strategic Allocation Growth		1		550,000		5.27	%

⁽¹⁾ At December 31, 2006, VP Index Plus MidCap had an outstanding balance of $600,000.

NOTE 9 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Class I						Class S
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
VP Index Plus LargeCap (Number of Shares)
Shares sold		56,686,371			3,590,508			8,488,048			29,741,139
Dividends reinvested		1,001,597			1,253,649			386,302			343,017
Shares redeemed		(13,212,594	)		(16,787,302	)		(33,191,714	)		(2,371,711	)
Net increase (decrease) in shares outstanding		44,475,374			(11,943,145	)		(24,317,364	)		27,712,445
VP Index Plus LargeCap ($)
Shares sold	$	911,026,600		$	53,622,071		$	134,708,233		$	433,511,566
Dividends reinvested		15,985,488			18,365,964			6,122,883			4,990,903
Shares redeemed		(214,302,014	)		(250,210,644	)		(527,866,358	)		(35,232,383	)
Net increase (decrease)	$	712,710,074		$	(178,222,609	)	$	(387,035,242	)	$	403,270,086

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 9 — CAPITAL SHARES (continued)

	Class I						Class S
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
VP Index Plus MidCap (Number of Shares)
Shares sold		20,080,967			6,394,060			5,083,472			9,895,517
Dividends reinvested		3,999,589			3,143,066			1,405,153			858,938
Shares redeemed		(8,494,158	)		(1,712,781	)		(9,345,068	)		(2,488,298	)
Net increase (decrease) in shares outstanding		15,586,398			7,824,345			(2,856,443	)		8,266,157
VP Index Plus MidCap ($)
Shares sold	$	374,484,789		$	115,852,699		$	95,399,545		$	177,382,980
Dividends reinvested		74,032,395			55,003,671			25,784,560			14,919,751
Shares redeemed		(154,435,484	)		(30,993,911	)		(173,504,933	)		(45,587,506	)
Net increase (decrease)	$	294,081,700		$	139,862,459		$	(52,320,828	)	$	146,715,225
	Class I						Class S
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
VP Index Plus SmallCap (Number of Shares)
Shares sold		25,013,408			4,648,726			5,820,451			14,354,375
Dividends reinvested		1,429,464			1,121,575			1,222,016			823,681
Shares redeemed		(7,693,244	)		(1,588,865	)		(15,716,149	)		(1,797,724	)
Net increase (decrease) in shares outstanding		18,749,628			4,181,436			(8,673,682	)		13,380,332
VP Index Plus SmallCap ($)
Shares sold	$	442,612,423		$	75,728,185		$	101,761,119		$	231,635,271
Dividends reinvested		25,401,574			17,799,391			21,519,707			12,964,739
Shares redeemed		(135,565,638	)		(25,657,658	)		(277,646,841	)		(28,924,483	)
Net increase (decrease)	$	332,448,359		$	67,869,918		$	(154,366,015	)	$	215,675,527

	Class ADV		Class I						Class S
	December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			August 5, 2005⁽¹⁾ to December 31, 2005
VP Strategic Allocation Conservative (Number of Shares)
Shares sold		74		795,428			1,721,918			51,431			8,958
Dividends reinvested		—		680,939			238,646			1,128			—
Shares redeemed		—		(2,097,040	)		(2,152,919	)		(8,390	)		(49	)
Net increase (decrease) in shares outstanding		74		(620,673	)		(192,355	)		44,169			8,909
VP Strategic Allocation Conservative ($)
Shares sold	$	1,000	$	10,415,037		$	22,441,531		$	668,461		$	117,094
Dividends reinvested		—		8,729,643			3,088,074			14,422			—
Shares redeemed		—		(27,479,240	)		(28,123,509	)		(112,404	)		(650	)
Net increase (decrease)	$	1,000	$	(8,334,560	)	$	(2,593,904	)	$	570,479		$	116,444
	Class ADV		Class I						Class S
	December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			August 5, 2005⁽¹⁾ to December 31, 2005
VP Strategic Allocation Growth (Number of Shares)
Shares sold		59		1,247,466			2,575,090			18,436			1,863
Dividends reinvested		—		500,465			230,584			101			—
Shares redeemed		—		(2,828,645	)		(2,084,826	)		(2,258	)		(5	)
Net increase (decrease) in shares outstanding		59		(1,080,714	)		720,848			16,279			1,858
VP Strategic Allocation Growth ($)
Shares sold	$	1,000	$	19,919,153		$	38,329,234		$	291,600		$	27,792
Dividends reinvested		—		7,937,380			3,375,749			1,596			—
Shares redeemed		—		(45,210,797	)		(31,098,285	)		(36,229	)		(79	)
Net increase (decrease)	$	1,000	$	(17,354,264	)	$	10,606,698		$	256,967		$	27,713

⁽¹⁾ Commencement of operations.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 9 — CAPITAL SHARES (continued)

	Class ADV		Class I						Class S
	December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			June 7, 2005⁽¹⁾ to December 31, 2005
VP Strategic Allocation Moderate (Number of Shares)
Shares sold		65		1,491,383			2,832,525			40,062			25,739
Dividends reinvested		—		828,835			306,098			831			122
Shares redeemed		—		(2,999,552	)		(2,238,074	)		(20,723	)		(641	)
Net increase (decrease) in shares outstanding		65		(679,334	)		900,549			20,170			25,220
VP Strategic Allocation Moderate ($)
Shares sold	$	1,000	$	21,742,480		$	39,418,403		$	579,915		$	360,657
Dividends reinvested		—		11,885,489			4,230,268			11,907			1,684
Shares redeemed		—		(43,669,745	)		(31,479,642	)		(303,434	)		(8,894	)
Net increase (decrease)	$	1,000	$	(10,041,776	)	$	12,169,029		$	288,388		$	353,447

⁽¹⁾ Commencement of operations.

NOTE 10 — SECURITIES LENDING

Under an agreement with The Bank of New York ("BNY"), the Portfolios can lend their securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. Government securities. The collateral must be in an amount equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities loaned. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the "Agreement"). The securities purchased with cash collateral received are reflected in the Portfolio of Investments. Generally, in the event of counterparty default, the Portfolios have the right to use the collateral to offset losses incurred. The Agreement contains certain guarantees by BNY in the event of counterparty default and/or a borrower's failure to return a loaned security, however there would be a potential loss to the Portfol ios in the event the Portfolios are delayed or prevented from exercising their right to dispose of the collateral. The Portfolios bear the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Portfolio. At December 31, 2006, the Portfolios had securities on loan and received collateral with the following market values:

	Value of Securities Loaned		Value of Collateral
VP Index Plus LargeCap	$	226,076,158	$	232,872,874
VP Index Plus MidCap		299,977,097		310,743,528
VP Index Plus SmallCap		207,661,258		215,814,758
VP Strategic Allocation Conservative		20,140,331		20,711,495
VP Strategic Allocation Growth		35,851,298		37,007,489
VP Strategic Allocation Moderate		37,768,136		38,901,277

NOTE 11 — FEDERAL INCOME TAXES AND OTHER TAX MATTERS

The following permanent tax differences have been reclassified as of December 31, 2006:

	Undistributed Net Investment Income On Investments			Accumulated Net Realized Gains/ (Losses)
VP Index Plus LargeCap	$	(35,377	)	$	35,377
VP Index Plus MidCap		(925,430	)		925,430
VP Index Plus SmallCap		(373,734	)		373,734
VP Strategic Allocation Conservative		18,407			(18,407	)
VP Strategic Allocation Growth		(54,651	)		54,651
VP Strategic Allocation Moderate		(11,432	)		11,432

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 11 — FEDERAL INCOME TAXES AND OTHER TAX MATTERS (continued)

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

	Year Ended December 31, 2006				Year Ended December 31, 2005
	Ordinary Income		Long-Term Capital Gains		Ordinary Income		Long-Term Capital Gains
VP Index Plus LargeCap	$	22,108,371	$	—	$	23,356,867	$	—
VP Index Plus MidCap		55,247,050		44,569,905		35,539,804		34,383,617
VP Index Plus SmallCap		20,353,752		26,567,529		20,247,474		10,516,656
VP Strategic Allocation Conservative		4,642,345		4,101,720		3,088,074		—
VP Strategic Allocation Growth		4,040,610		3,898,366		3,375,749		—
VP Strategic Allocation Moderate		5,453,588		6,443,808		4,231,952		—

	Undistributed Ordinary Income		Undistributed Long Term Capital Gains		Unrealized Appreciation/ Depreciation		Capital Loss Carryforwards			Expiration Dates
VP Index Plus LargeCap	$	31,440,604	$	—	$	204,843,814	$	(22,699,714	)		2011
VP Index Plus MidCap		36,012,879		80,257,103		87,312,536		—			—
VP Index Plus SmallCap		39,147,442		53,870,309		63,378,118		—			—
VP Strategic Allocation Conservative		5,501,145		2,735,059		11,104,966		—			—
VP Strategic Allocation Growth		9,493,962		12,666,197		44,015,698		—			—
VP Strategic Allocation Moderate		9,072,704		8,514,536		35,707,660		—			—

Under U.S. federal income tax law, as specified in the Internal Revenue Code (the "Code") and U.S. Treasury regulations, the Portfolios must meet various technical requirements relating to fund administration, portfolio investments, and "eligible investors" in the Portfolios. Complying with these requirements is a condition for beneficial tax treatment of certain insurance products that offer the Portfolios as investment options. The failure of the Portfolios to meet any of these complex requirements could result in an excise tax, administrative penalties imposed by the Internal Revenue Service, potential liability to insurers whose products include the Portfolios as investment options, and unanticipated costs associated with remedying a failure. We are aware that an affiliate of the Portfolios' investment adviser may have failed to limit the availability of VP Index Plus LargeCap, VP Index Plus MidCap and VP Index Plus SmallCap for investme nt to "eligible investors" under the Code. The legal and tax consequences, if any, of this are currently under active review, but we do not believe that it is probable that any liability has been incurred by the Portfolios. Although it is not probable that any liability has been incurred, ING has agreed to indemnify any affected Portfolio from and against economic consequences of any such failure incurred either (i) directly or (ii) by virtue of any indemnification by the Portfolios resulting from such failure.

NOTE 12 — ILLIQUID SECURITIES

Pursuant to guidelines adopted by the Portfolios' Board, the following securities have been deemed to be illiquid. The VP Index Plus LargeCap, VP Index Plus MidCap and VP Index Plus SmallCap may invest up to 10% of its net assets, in illiquid securities. The VP Strategic Allocation Conservative, VP Strategic Allocation Growth and VP Strategic Allocation Moderate limit investments in illiquid securities to 15%. Fair value for certain of securities was determined by ING Funds Valuation Committee appointed by the Portfolios' Board.

Portfolio	Security	Shares/ Principal Amount		Initial Acquisition Date	Cost		Value		Percent of Net Assets
VP Strategic Allocation Conservative	Atos Origin		1,391	06/08/06	$	83,162	$	82,254		0.1	%
VP Strategic Allocation Conservative	Cameron Highway Oil Pipeline		357,000	12/05/05		357,000		349,079		0.2	%
VP Strategic Allocation Conservative	Ras Laffan Liquefied Natural Gas Co., Ltd. II		133,000	08/04/05		128,823		124,849		0.1	%
VP Strategic Allocation Growth	Atos Origin		7,420	06/08/06		457,268		438,765		0.1	%
VP Strategic Allocation Growth	Cameron Highway Oil Pipeline		202,000	12/05/05		202,000		197,518		0.1	%
VP Strategic Allocation Growth	Ras Laffan Liquefied Natural Gas Co., Ltd. II		81,000	10/18/05		78,781		77,790		0.0	%
VP Strategic Allocation Moderate	Atos Origin		5,023	06/08/06		310,217		297,024		0.1	%
VP Strategic Allocation Moderate	Cameron Highway Oil Pipeline		408,000	12/05/05		398,948		408,000		0.1	%

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 13 — OTHER ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained upon challenge by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. However, acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, the Securites and Exchange Commission (the "SEC") has indicated that they would not object if a fund implements FIN 48 in its NAV calculation as late as its last NAV c alculation in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. For calendar-year open-end funds, this would be no later than their June 29, 2007 NAV and the effects of FIN 48 would be reflected in the funds' semi-annual financial statements contained in their Form N-CSR filing. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. Management is currently analyzing the tax positions of the Portfolios. To date, this analysis reflects an uncertain tax position in VP Index Plus LargeCap, VP Index Plus MidCap and VP Index Plus SmallCap that has the potential to result in a liability upon adoption of FIN 48. Management of the Portfolios is presently determining whether the tax benefits recorded by these Portfolios are more likely-than-not to be sustained if challenged by taxing authorities. To the extent that, in Management's judgment, the more likely-than-not threshold cannot be achieved, ING has agreed to indemnify the Portfolios and will bear any taxes and other costs related to this position that may occur. As a result, in Management's opinion, the adoption of FIN 48 is not expected to have a material impact on the financial statements of the Portfolios.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("SFAS No. 157"), "Fair Value Measurements." The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on mar ket data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of December 31, 2006, management of the Portfolios is currently assessing the impact, if any, that will result from adopting SFAS No. 157.

NOTE 14 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

In 2004, ING Investments reported to the Boards of Directors/Trustees (the "Boards") of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 14 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

frequent trading of mutual funds within ING's variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.

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

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

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

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

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (CONTINUED)

NOTE 14 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

litigation or other formal proceedings, including any proceedings by the SEC. ING Investments reported to the Board that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.

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

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

Other Regulatory Matters

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

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

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

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

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
LARGECAP PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 97.6%
			Advertising: 0.5%
	116,800	L	Omnicom Group	$	12,210,272
					12,210,272
			Aerospace/Defense: 2.0%
	180,600		Boeing Co.		16,044,504
	384,950		Raytheon Co.		20,325,360
	229,700		United Technologies Corp.		14,360,844
					50,730,708
			Agriculture: 1.3%
	388,500		Altria Group, Inc.		33,341,070
					33,341,070
			Apparel: 0.6%
	279,100	@,L	Coach, Inc.		11,990,136
	97,900	L	Jones Apparel Group, Inc.		3,272,797
					15,262,933
			Auto Manufacturers: 0.5%
	1,554,771	L	Ford Motor Co.		11,676,330
					11,676,330
			Banks: 6.2%
	1,238,947		Bank of America Corp.		66,147,380
	150,400		Comerica, Inc.		8,825,472
	424,037	L	National City Corp.		15,502,793
	455,600		Regions Financial Corp.		17,039,440
	329,847		US Bancorp.		11,937,163
	328,886		Wachovia Corp.		18,730,058
	578,500	L	Wells Fargo & Co.		20,571,460
					158,753,766
			Beverages: 1.6%
	378,150		Coca-Cola Co.		18,245,738
	126,050		Pepsi Bottling Group, Inc.		3,896,206
	305,900		PepsiCo, Inc.		19,134,045
					41,275,989
			Biotechnology: 0.6%
	217,240	@,L	Amgen, Inc.		14,839,664
					14,839,664
			Chemicals: 1.0%
	179,000		Dow Chemical Co.		7,149,260
	177,000	L	EI DuPont de Nemours & Co.		8,621,670
	93,200		Monsanto Co.		4,895,796
	89,000		Sherwin-Williams Co.		5,658,620
					26,325,346
			Commercial Services: 1.3%
	117,300	@,L	Apollo Group, Inc.		4,571,181
	128,600	@	Convergys Corp.		3,058,108
	254,850		McKesson Corp.		12,920,895
	191,600		Moody's Corp.		13,231,896
					33,782,080
			Computers: 4.1%
	932,439	@	Dell, Inc.		23,394,895
	887,568		Hewlett-Packard Co.		36,558,926
	457,750		International Business Machines Corp.		44,470,413
					104,424,234

Shares				Value
			Cosmetics/Personal Care: 1.7%
	119,900		Estee Lauder Cos., Inc.	$	4,894,318
	590,792		Procter & Gamble Co.		37,970,202
					42,864,520
			Diversified Financial Services: 10.1%
	221,400		American Express Co.		13,432,338
	184,600	L	CIT Group, Inc.		10,295,142
	1,322,600		Citigroup, Inc.		73,668,820
	179,600	L	Fannie Mae		10,666,444
	159,950		Goldman Sachs Group, Inc.		31,886,033
	1,047,900		JPMorgan Chase & Co.		50,613,570
	268,200		Lehman Brothers Holdings, Inc.		20,951,784
	152,319		Merrill Lynch & Co., Inc.		14,180,899
	402,100		Morgan Stanley		32,743,003
					258,438,033
			Electric: 2.1%
	963,200	@,L	AES Corp.		21,228,928
	4,847	@	Dynegy, Inc.		35,092
	500,400		PG&E Corp.		23,683,932
	237,300		Southern Co.		8,746,878
					53,694,830
			Environmental Control: 0.7%
	499,300		Waste Management, Inc.		18,359,261
					18,359,261
			Food: 1.4%
	213,900		Campbell Soup Co.		8,318,571
	485,900		ConAgra Foods, Inc.		13,119,300
	261,250		General Mills, Inc.		15,048,000
					36,485,871
			Forest Products & Paper: 0.2%
	104,300	L	Temple-Inland, Inc.		4,800,929
					4,800,929
			Hand/Machine Tools: 0.1%
	50,700		Snap-On, Inc.		2,415,348
					2,415,348
			Healthcare-Products: 1.8%
	526,550		Johnson & Johnson		34,762,831
	206,900		Medtronic, Inc.		11,071,219
					45,834,050
			Healthcare-Services: 3.8%
	398,300		Aetna, Inc.		17,198,594
	147,350	@	Coventry Health Care, Inc.		7,374,868
	153,050	@	Humana, Inc.		8,465,196
	116,100	@,L	Laboratory Corp. of America Holdings		8,529,867
	580,200		UnitedHealth Group, Inc.		31,174,146
	306,400	@	WellPoint, Inc.		24,110,616
					96,853,287
			Insurance: 8.3%
	234,000	@@	ACE Ltd.		14,173,380
	330,000		Allstate Corp.		21,486,300
	98,300		AMBAC Financial Group, Inc.		8,755,581

See Accompanying Notes to Financial Statements
46

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
LARGECAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Insurance (continued)
	446,500		American International Group, Inc.	$	31,996,190
	290,400		Chubb Corp.		15,365,064
	99,800		Cigna Corp.		13,130,686
	355,900		Genworth Financial, Inc.		12,175,339
	194,587		Hartford Financial Services Group, Inc.		18,156,913
	331,100		Loews Corp.		13,730,717
	368,400	L	Metlife, Inc.		21,739,284
	596,900		Progressive Corp.		14,456,918
	240,800	L	Prudential Financial, Inc.		20,675,088
	91,270		Safeco Corp.		5,708,939
					211,550,399
			Internet: 0.8%
	35,000	@	Google, Inc.		16,116,800
	201,300	@,L	VeriSign, Inc.		4,841,265
					20,958,065
			Iron/Steel: 0.8%
	239,400		Nucor Corp.		13,085,604
	118,100		United States Steel Corp.		8,637,834
					21,723,438
			Leisure Time: 0.1%
	122,100		Sabre Holdings Corp.		3,893,769
					3,893,769
			Lodging: 0.1%
	36,300		Harrah's Entertainment, Inc.		3,002,736
					3,002,736
			Machinery-Construction & Mining: 0.3%
	121,700		Caterpillar, Inc.		7,463,861
					7,463,861
			Machinery-Diversified: 0.2%
	47,300	L	Cummins, Inc.		5,589,914
					5,589,914
			Media: 3.4%
	129,200		CBS Corp. - Class B		4,028,456
	97,100		Clear Channel Communications, Inc.		3,450,934
	319,300	@,L	Comcast Corp.		13,515,969
	526,800	@,L	DIRECTV Group, Inc.		13,138,392
	212,200		McGraw-Hill Cos., Inc.		14,433,844
	392,050		News Corp., Inc.		8,421,234
	29,200	@,L	Univision Communications, Inc.		1,034,264
	826,600		Walt Disney Co.		28,327,582
					86,350,675
			Mining: 0.2%
	39,940	L	Phelps Dodge Corp.		4,781,617
					4,781,617
			Miscellaneous Manufacturing: 6.5%
	171,100		3M Co.		13,333,823
	104,000		Cooper Industries Ltd.		9,404,720
	219,000	L	Eastman Kodak Co.		5,650,200
	170,300		Eaton Corp.		12,796,342

Shares				Value
	2,016,900		General Electric Co.	$	75,048,849
	585,500		Honeywell International, Inc.		26,488,020
	136,600		Parker Hannifin Corp.		10,501,808
	457,692	@@	Tyco International Ltd.		13,913,837
					167,137,599
			Office/Business Equipment: 0.5%
	716,638	@,L	Xerox Corp.		12,147,014
					12,147,014
			Oil & Gas: 9.5%
	285,000	L	Anadarko Petroleum Corp.		12,403,200
	621,218		Chevron Corp.		45,678,160
	261,576		ConocoPhillips		18,820,393
	1,489,300		ExxonMobil Corp.		114,125,059
	183,700		Marathon Oil Corp.		16,992,250
	393,300	L	Occidental Petroleum Corp.		19,204,839
	312,100		Valero Energy Corp.		15,967,036
					243,190,937
			Oil & Gas Services: 1.1%
	521,500	L	Halliburton Co.		16,192,575
	188,000	L	Schlumberger Ltd.		11,874,080
					28,066,655
			Packaging & Containers: 0.2%
	126,100	@	Pactiv Corp.		4,500,509
					4,500,509
			Pharmaceuticals: 5.7%
	283,500		Abbott Laboratories		13,809,285
	183,700		AmerisourceBergen Corp.		8,259,152
	268,500	@	Forest Laboratories, Inc.		13,586,100
	212,466	@,L	King Pharmaceuticals, Inc.		3,382,459
	816,050		Merck & Co., Inc.		35,579,780
	189,200		Mylan Laboratories		3,776,432
	1,312,750		Pfizer, Inc.		34,000,225
	866,100		Schering-Plough Corp.		20,474,604
	249,750	L	Wyeth		12,717,270
					145,585,307
			Pipelines: 0.5%
	21,000		Kinder Morgan, Inc.		2,220,750
	137,000		Questar Corp.		11,377,850
					13,598,600
			Real Estate Investment Trusts: 0.1%
	74,600		Equity Office Properties Trust		3,593,482
					3,593,482
			Retail: 6.0%
	87,000	@,L	Big Lots, Inc.		1,994,040
	135,100		Family Dollar Stores, Inc.		3,962,483
	355,300		Federated Department Stores, Inc.		13,547,589
	461,200		Gap, Inc.		8,993,400
	403,250	L	Home Depot, Inc.		16,194,520
	187,900	@	Kohl's Corp.		12,857,997
	270,300		Lowe's Cos., Inc.		8,419,845
	492,650	L	McDonald's Corp.		21,839,175
	180,500	L	Nordstrom, Inc.		8,905,870
	216,000	@,L	Office Depot, Inc.		8,244,720
	54,400		OfficeMax, Inc.		2,700,960

See Accompanying Notes to Financial Statements
47

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
LARGECAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Retail (continued)
	112,100	L	RadioShack Corp.	$	1,881,038
	126,900	@,L	Starbucks Corp.		4,494,798
	150,400		Target Corp.		8,580,320
	341,400		TJX Cos., Inc.		9,736,728
	456,487	L	Wal-Mart Stores, Inc.		21,080,570
					153,434,053
			Semiconductors: 1.7%
	333,100	@	Altera Corp.		6,555,408
	946,300		Intel Corp.		19,162,575
	344,300	@,L	LSI Logic Corp.		3,098,700
	599,000	@,L	Micron Technology, Inc.		8,362,040
	102,300	@	Novellus Systems, Inc.		3,521,166
	161,600	@,L	Teradyne, Inc.		2,417,536
					43,117,425
			Software: 3.3%
	187,000	@	BMC Software, Inc.		6,021,400
	335,750	@,L	Compuware Corp.		2,796,798
	522,100		First Data Corp.		13,323,992
	1,687,550		Microsoft Corp.		50,390,243
	661,800	@	Oracle Corp.		11,343,252
					83,875,685
			Telecommunications: 6.3%
	758,896	L	AT&T, Inc.		27,130,532
	423,900	@,L	Avaya, Inc.		5,926,122
	354,800		BellSouth Corp.		16,714,628
	1,757,000	@	Cisco Systems, Inc.		48,018,804
	1,093,800		Motorola, Inc.		22,488,528
	271,000		Qualcomm, Inc.		10,241,090
	583,700	L	Sprint Nextel Corp.		11,026,093
	566,300		Verizon Communications, Inc.		21,089,012
					162,634,809
			Toys/Games/Hobbies: 0.4%
	144,300		Hasbro, Inc.		3,932,175
	312,800		Mattel, Inc.		7,088,048
					11,020,223
Total Common Stock (Cost $2,244,124,989)					2,499,585,293

Principal Amount				Value
SHORT-TERM INVESTMENTS: 11.6%
			Mutual Fund: 1.9%
$	49,000,000	**	ING Institutional Prime Money Market Fund		49,000,000
Total Mutual Fund (Cost $49,000,000)					49,000,000

Principal Amount			Value
		Repurchase Agreement: 0.6%
$	14,964,000	Goldman Sachs Repurchase Agreement dated 12/29/06, 5.220%, due 01/02/07, $14,972,679 to be received upon repurchase (Collateralized by $15,613,000 Federal National Mortgage Association, 4.000%-6.125%, Market Value plus accrued interest $15,263,746, due 12/23/10-11/02/26)	$	14,964,000
Total Repurchase Agreement (Cost $14,964,000)				14,964,000
		Securities Lending Collateral^CC: 9.1%
	232,872,874	The Bank of New York Institutional Cash Reserves Fund		232,872,874
Total Securities Lending Collateral (Cost $232,872,874)				232,872,874
Total Short-Term Investments (Cost $296,836,874)				296,836,874

Total Investments in Securities (Cost $2,540,961,863)*	109.2	%	$	2,796,422,167
Other Assets and Liabilities - Net	(9.2	)		(234,789,119	)
Net Assets	100.0	%	$	2,561,633,048

@ Non-income producing security

@@ Foreign Issuer

cc Securities purchased with cash collateral for securities loaned.

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

** Investment in affiliate

* Cost for federal income tax purposes is $2,591,578,353.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	231,001,925
Gross Unrealized Depreciation		(26,158,111	)
Net Unrealized Appreciation	$	204,843,814

VP Index Plus Large Cap Open Futures Contracts on December 31, 2006:

Contract Description	Number of Contracts		Notional Market Value ($)		Expiration Date	Unrealized Appreciation
Long Contracts
S&P 500		169		60,349,900	3/15/07	$	118,477
						$	118,477

See Accompanying Notes to Financial Statements
48

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
MIDCAP PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 99.5%
			Advertising: 0.1%
	67,621	L	Harte-Hanks, Inc.	$	1,873,778
					1,873,778
			Aerospace/Defense: 0.5%
	45,857	@,L	Alliant Techsystems, Inc.		3,585,559
	53,038	L	DRS Technologies, Inc.		2,794,042
	8,900	@	Sequa Corp.		1,024,034
					7,403,635
			Agriculture: 0.1%
	32,500		Universal Corp.		1,592,825
					1,592,825
			Airlines: 0.5%
	105,700	@,L	Airtran Holdings, Inc.		1,240,918
	52,700	@,L	Alaska Air Group, Inc.		2,081,650
	231,800	@,L	JetBlue Airways Corp.		3,291,560
					6,614,128
			Apparel: 1.1%
	162,300	@,L	Hanesbrands, Inc.		3,833,526
	105,432		Polo Ralph Lauren Corp.		8,187,849
	85,862	@,L	Timberland Co.		2,711,522
					14,732,897
			Auto Parts & Equipment: 0.8%
	151,882	L	ArvinMeritor, Inc.		2,768,809
	14,100	L	Bandag, Inc.		711,063
	72,650	L	BorgWarner, Inc.		4,287,803
	84,800	L	Lear Corp.		2,504,144
	53,008		Modine Manufacturing Co.		1,326,790
					11,598,609
			Banks: 4.2%
	166,500	L	Associated Banc Corp.		5,807,520
	61,126	L	Bank of Hawaii Corp.		3,297,748
	61,677	L	Cathay General Bancorp.		2,128,473
	51,428		City National Corp.		3,661,674
	332,998	L	Colonial BancGroup, Inc.		8,571,369
	70,315	L	Cullen/Frost Bankers, Inc.		3,924,983
	136,107	L	FirstMerit Corp.		3,285,623
	64,986		Greater Bay Bancorp.		1,711,081
	154,242		Mercantile Bankshares Corp.		7,216,983
	43,700	@,L	SVB Financial Group		2,037,294
	187,233	L	TCF Financial Corp.		5,133,929
	120,100	L	Webster Financial Corp.		5,851,272
	38,381	L	Westamerica Bancorp.		1,943,230
	84,343	L	Wilmington Trust Corp.		3,556,744
					58,127,923
			Beverages: 0.2%
	104,498	L	PepsiAmericas, Inc.		2,192,368
					2,192,368
			Biotechnology: 1.8%
	86,480	@,L	Charles River Laboratories International, Inc.		3,740,260
	68,829	@,L	Invitrogen Corp.		3,895,033
	690,400	@,L	Millennium Pharmaceuticals, Inc.		7,525,360
	199,750	@,L	PDL BioPharma, Inc.		4,022,965
	155,700	@,L	Vertex Pharmaceuticals, Inc.		5,826,294
					25,009,912

Shares				Value
			Chemicals: 3.8%
	100,247		Airgas, Inc.	$	4,062,008
	50,329		Albemarle Corp.		3,613,622
	81,600	L	Cabot Corp.		3,555,312
	310,000		Chemtura Corp.		2,985,300
	53,478	L	Cytec Industries, Inc.		3,022,042
	48,849		Ferro Corp.		1,010,686
	50,388		FMC Corp.		3,857,201
	148,729		Lubrizol Corp.		7,455,785
	457,873	L	Lyondell Chemical Co.		11,707,813
	24,000	L	Minerals Technologies, Inc.		1,410,960
	120,060	L	Olin Corp.		1,983,391
	152,028	L	RPM International, Inc.		3,175,865
	56,000	L	Sensient Technologies Corp.		1,377,600
	129,958		Valspar Corp.		3,592,039
					52,809,624
			Commercial Services: 5.5%
	106,267		Adesa, Inc.		2,948,909
	85,693	@,L	Alliance Data Systems Corp.		5,353,242
	30,134		Banta Corp.		1,096,878
	119,900	@,L	Career Education Corp.		2,971,122
	112,300	@,L	ChoicePoint, Inc.		4,422,374
	109,024	@,L	Corinthian Colleges, Inc.		1,485,997
	53,176	L	Corporate Executive Board Co.		4,663,535
	26,500	L	Deluxe Corp.		667,800
	101,000	L	DeVry, Inc.		2,828,000
	56,048	@,L	ITT Educational Services, Inc.		3,719,906
	28,185		Kelly Services, Inc.		815,674
	503,642	@,L	Korn/Ferry International		11,563,620
	194,616	L	Manpower, Inc.		14,582,577
	225,122	@	MPS Group, Inc.		3,192,230
	131,536	L	Pharmaceutical Product Development, Inc.		4,238,090
	211,411	@,L	Quanta Services, Inc.		4,158,454
	46,031		Rollins, Inc.		1,017,745
	70,054	L	Sotheby's		2,173,075
	17,400	L	Strayer Education, Inc.		1,845,270
	103,150	@,L	Valassis Communications, Inc.		1,495,675
					75,240,173
			Computers: 4.1%
	151,200	@,L	BISYS Group, Inc.		1,951,992
	361,325	@,L	Cadence Design Systems, Inc.		6,471,331
	237,793	@,L	Ceridian Corp.		6,653,448
	83,348	L	Diebold, Inc.		3,884,017
	75,912	@,L	DST Systems, Inc.		4,754,369
	59,973		Imation Corp.		2,784,546
	205,100	@	McData Corp.		1,138,305
	104,700	@,L	Mentor Graphics Corp.		1,887,741
	178,600	@,L	Palm, Inc.		2,516,474
	444,238	@,L	SRA International, Inc.		11,878,924
	241,085	@	Synopsys, Inc.		6,444,202
	284,378	@,L	Western Digital Corp.		5,818,374
					56,183,723
			Cosmetics/Personal Care: 0.2%
	106,500		Alberto-Culver Co.		2,284,425
					2,284,425
			Distribution/Wholesale: 1.7%
	75,987	L	CDW Corp.		5,343,406
	240,831	@,L	Ingram Micro, Inc.		4,915,361

See Accompanying Notes to Financial Statements
49

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
MIDCAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Distribution/Wholesale (continued)
	335,717	@,L	Tech Data Corp.	$	12,713,603
					22,972,370
			Diversified Financial Services: 2.5%
	130,353	L	AG Edwards, Inc.		8,250,041
	267,840	@,L	AmeriCredit Corp.		6,741,533
	159,975	L	Eaton Vance Corp.		5,280,775
	84,433	L	IndyMac Bancorp., Inc.		3,812,994
	50,148	L	Jefferies Group, Inc.		1,344,969
	39,670		Nuveen Investments, Inc.		2,058,080
	154,031		Raymond James Financial, Inc.		4,668,680
	104,800		Waddell & Reed Financial, Inc.		2,867,328
					35,024,400
			Electric: 5.3%
	151,918	L	Alliant Energy Corp.		5,737,943
	482,300	@	Aquila, Inc.		2,266,810
	107,700	L	Duquesne Light Holdings, Inc.		2,137,845
	190,393	L	Energy East Corp.		4,721,746
	102,586	L	Great Plains Energy, Inc.		3,262,235
	54,722	L	Idacorp, Inc.		2,115,005
	232,253	L	MDU Resources Group, Inc.		5,954,967
	198,308		Northeast Utilities		5,584,353
	137,710		NSTAR		4,731,716
	116,389		OGE Energy Corp.		4,655,560
	243,678	L	Pepco Holdings, Inc.		6,338,065
	121,000	L	PNM Resources, Inc.		3,763,100
	149,942		Puget Energy, Inc.		3,802,529
	284,800	@	Sierra Pacific Resources		4,793,184
	112,489	L	Westar Energy, Inc.		2,920,214
	149,550		Wisconsin Energy Corp.		7,097,643
	54,632		WPS Resources Corp.		2,951,767
					72,834,682
			Electrical Components & Equipment: 0.6%
	183,392		Ametek, Inc.		5,839,201
	29,589	@,L	Energizer Holdings, Inc.		2,100,523
					7,939,724
			Electronics: 2.7%
	114,337		Amphenol Corp.		7,098,041
	157,307	@,L	Arrow Electronics, Inc.		4,963,036
	161,400	@,L	Avnet, Inc.		4,120,542
	185,900		Gentex Corp.		2,892,604
	103,212	@,L	Kemet Corp.		753,448
	68,925		National Instruments Corp.		1,877,517
	52,898	@,L	Newport Corp.		1,108,213
	60,036	@,L	Plexus Corp.		1,433,660
	92,757	@	Thomas & Betts Corp.		4,385,551
	67,668	@	Varian, Inc.		3,030,850
	400,753	@,L	Vishay Intertechnology, Inc.		5,426,196
					37,089,658
			Engineering & Construction: 1.6%
	255,100		Granite Construction, Inc.		12,836,632
	104,981	@	Jacobs Engineering Group, Inc.		8,560,151
					21,396,783

Shares				Value
			Entertainment: 0.3%
	43,498		International Speedway Corp.	$	2,220,138
	90,350	@,L	Macrovision Corp.		2,553,291
					4,773,429
			Environmental Control: 0.5%
	60,600		Republic Services, Inc.		2,464,602
	58,171	@,L	Stericycle, Inc.		4,391,911
					6,856,513
			Food: 0.9%
	97,354		Hormel Foods Corp.		3,635,198
	76,486		JM Smucker Co.		3,707,276
	47,873		Ruddick Corp.		1,328,476
	132,000	@,L	Smithfield Foods, Inc.		3,387,120
					12,058,070
			Forest Products & Paper: 0.5%
	69,300	L	Bowater, Inc.		1,559,250
	230,420		Louisiana-Pacific Corp.		4,960,943
					6,520,193
			Gas: 0.3%
	100,448	L	AGL Resources, Inc.		3,908,432
					3,908,432
			Hand/Machine Tools: 0.2%
	49,500	L	Kennametal, Inc.		2,913,075
					2,913,075
			Healthcare-Products: 3.8%
	75,100	@,L	Advanced Medical Optics, Inc.		2,643,520
	78,193	L	Beckman Coulter, Inc.		4,675,941
	246,450	@,L	Cytyc Corp.		6,974,535
	336,844	L	Dentsply International, Inc.		10,054,793
	101,599	@,L	Edwards Lifesciences Corp.		4,779,217
	65,576	@,L	Gen-Probe, Inc.		3,434,215
	113,667	@,L	Henry Schein, Inc.		5,567,410
	82,066	L	Steris Corp.		2,065,601
	84,748	@,L	Techne Corp.		4,699,277
	167,300	@	Varian Medical Systems, Inc.		7,958,461
					52,852,970
			Healthcare-Services: 1.0%
	52,082	@,L	Apria Healthcare Group, Inc.		1,387,985
	82,163	@,L	Covance, Inc.		4,840,222
	71,100	@	LifePoint Hospitals, Inc.		2,396,070
	120,615	@	Lincare Holdings, Inc.		4,805,302
					13,429,579
			Holding Companies- Diversified: 0.6%
	277,116	L	Leucadia National Corp.		7,814,671
					7,814,671
			Home Builders: 0.1%
	18,100	L	Thor Industries, Inc.		796,219
					796,219
			Household Products/ Wares: 0.6%
	98,689		American Greetings Corp.		2,355,706
	54,350	L	Blyth, Inc.		1,127,763

See Accompanying Notes to Financial Statements
50

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
MIDCAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Household Products/ Wares (continued)
	86,391	L	Church & Dwight Co., Inc.	$	3,684,576
	77,457	L	Tupperware Corp.		1,751,303
					8,919,348
			Insurance: 8.0%
	149,768	L	American Financial Group, Inc.		5,378,169
	123,000		Arthur J Gallagher & Co.		3,634,650
	144,059	L	Brown & Brown, Inc.		4,063,904
	184,084	@@	Everest Re Group Ltd.		18,060,481
	233,674		Fidelity National Title Group, Inc.		5,580,135
	62,657	L	Hanover Insurance Group, Inc.		3,057,662
	233,796		HCC Insurance Holdings, Inc.		7,502,514
	71,976		Horace Mann Educators Corp.		1,453,915
	44,925		Mercury General Corp.		2,368,895
	76,278		Ohio Casualty Corp.		2,273,847
	284,309		Old Republic International Corp.		6,618,714
	185,259		PMI Group, Inc.		8,738,667
	118,917		Protective Life Corp.		5,648,558
	173,283	L	Radian Group, Inc.		9,341,687
	90,214		Stancorp Financial Group, Inc.		4,064,141
	85,497		Unitrin, Inc.		4,284,255
	500,730	L	WR Berkley Corp.		17,280,192
					109,350,386
			Internet: 1.4%
	65,889	@,L	Avocent Corp.		2,230,343
	114,600	@,L	Checkfree Corp.		4,602,336
	52,200	@	F5 Networks, Inc.		3,873,762
	203,800	@	McAfee, Inc.		5,783,844
	120,800	@,L	Valueclick, Inc.		2,854,504
					19,344,789
			Iron/Steel: 0.5%
	82,600	L	Reliance Steel & Aluminum Co.		3,252,788
	117,328		Steel Dynamics, Inc.		3,807,294
					7,060,082
			Machinery-Construction & Mining: 0.6%
	156,800		Joy Global, Inc.		7,579,712
					7,579,712
			Machinery-Diversified: 0.7%
	116,400	@,L	AGCO Corp.		3,601,416
	74,750	@,L	Flowserve Corp.		3,772,633
	58,014	L	Nordson Corp.		2,890,838
					10,264,887
			Media: 0.9%
	108,211		Belo Corp.		1,987,836
	30,700		Media General, Inc.		1,141,119
	116,700	L	Reader's Digest Association, Inc.		1,948,890
	32,306	@	Scholastic Corp.		1,157,847
	7,155		Washington Post		5,334,768
	79,920	L	Westwood One, Inc.		564,235
					12,134,695

Shares				Value
			Metal Fabricate/Hardware: 0.8%
	154,300		Commercial Metals Co.	$	3,980,940
	36,500		Precision Castparts Corp.		2,857,220
	124,223	L	Timken Co.		3,624,827
					10,462,987
			Miscellaneous Manufacturing: 2.6%
	262,864		Crane Co.		9,631,337
	91,010	L	Donaldson Co., Inc.		3,158,957
	58,244		Federal Signal Corp.		934,234
	55,473		Harsco Corp.		4,221,495
	133,588		Pentair, Inc.		4,194,663
	115,100		Roper Industries, Inc.		5,782,624
	126,512		TeleFlex, Inc.		8,174,071
					36,097,381
			Office Furnishings: 0.4%
	84,371	L	Herman Miller, Inc.		3,067,730
	64,107		HNI, Corp.		2,846,992
					5,914,722
			Oil & Gas: 4.6%
	206,649		ENSCO International, Inc.		10,344,849
	73,700	@	Forest Oil Corp.		2,408,516
	209,176		Helmerich & Payne, Inc.		5,118,537
	192,500	@	Newfield Exploration Co.		8,845,375
	237,816	L	Noble Energy, Inc.		11,669,631
	244,500	L	Patterson-UTI Energy, Inc.		5,679,735
	183,700	L	Pioneer Natural Resources Co.		7,291,053
	85,525	L	Pogo Producing Co.		4,142,831
	240,150	@,L	Pride International, Inc.		7,206,902
					62,707,429
			Oil & Gas Services: 2.2%
	164,359	@,L	Cameron International Corp.		8,719,245
	192,200	@,L	Grant Prideco, Inc.		7,643,794
	285,100	L	Tidewater, Inc.		13,787,436
					30,150,475
			Packaging & Containers: 0.6%
	99,817	L	Packaging Corp. of America		2,205,956
	171,034		Sonoco Products Co.		6,509,554
					8,715,510
			Pharmaceuticals: 2.2%
	78,311	@,L	Cephalon, Inc.		5,513,878
	69,200		Medicis Pharmaceutical Corp.		2,430,996
	154,969	L	Omnicare, Inc.		5,986,452
	96,805	L	Perrigo Co.		1,674,727
	140,800	@,L	Sepracor, Inc.		8,670,464
	118,900	L	Valeant Pharmaceuticals International		2,049,836
	107,195	@,L	VCA Antech, Inc.		3,450,607
					29,776,960
			Pipelines: 0.6%
	191,150		Oneok, Inc.		8,242,388
					8,242,388
			Real Estate Investment Trusts: 4.2%
	111,350	L	AMB Property Corp.		6,526,224
	55,500	L	Developers Diversified Realty Corp.		3,493,725

See Accompanying Notes to Financial Statements
51

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
MIDCAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Real Estate Investment Trusts (continued)
	68,900	L	Highwoods Properties, Inc.	$	2,808,364
	126,300		Hospitality Properties Trust		6,003,039
	113,421		Liberty Property Trust		5,573,508
	80,777	L	Longview Fibre Co.		1,773,055
	36,400		Macerich Co.		3,151,148
	77,110		Mack-Cali Realty Corp.		3,932,610
	132,612		New Plan Excel Realty Trust		3,644,178
	94,588		Rayonier, Inc.		3,882,837
	86,542	L	Regency Centers Corp.		6,764,988
	165,596	L	United Dominion Realty Trust, Inc.		5,264,297
	96,690	L	Weingarten Realty Investors		4,458,376
					57,276,349
			Retail: 10.8%
	58,883	@,L	99 Cents Only Stores		716,606
	112,646	L	Abercrombie & Fitch Co.		7,843,541
	129,575		Advance Auto Parts, Inc.		4,607,687
	406,100	@,L	Aeropostale, Inc.		12,536,307
	430,700	L	American Eagle Outfitters		13,442,147
	401,644	@	AnnTaylor Stores Corp.		13,189,989
	63,400	L	Barnes & Noble, Inc.		2,517,614
	43,329	L	Bob Evans Farms, Inc.		1,482,718
	152,631		Brinker International, Inc.		4,603,351
	39,900	L	CBRL Group, Inc.		1,785,924
	262,300	@,L	Charming Shoppes, Inc.		3,548,919
	162,676	L	Claire's Stores, Inc.		5,391,083
	76,100	@,L	Coldwater Creek, Inc.		1,865,972
	36,300	@,L	Copart, Inc.		1,089,000
	46,760	@,L	Dick's Sporting Goods, Inc.		2,290,772
	219,832	@,L	Dollar Tree Stores, Inc.		6,616,943
	192,103		Foot Locker, Inc.		4,212,819
	38,100	@,L	GameStop Corp.		2,099,691
	72,300		MSC Industrial Direct Co.		2,830,545
	143,493	@,L	O'Reilly Automotive, Inc.		4,600,386
	91,500		OSI Restaurant Partners, Inc.		3,586,800
	400,050	@,L	Payless Shoesource, Inc.		13,129,641
	241,150		Petsmart, Inc.		6,959,589
	77,050	L	Regis Corp.		3,046,557
	523,008	L	Ross Stores, Inc.		15,324,134
	70,765	L	Ruby Tuesday, Inc.		1,941,792
	172,400	@,L	Saks, Inc.		3,072,168
	143,600	L	Williams-Sonoma, Inc.		4,514,784
					148,847,479
			Savings & Loans: 0.8%
	109,375	L	Astoria Financial Corp.		3,298,750
	183,474	L	First Niagara Financial Group, Inc.		2,726,424
	130,800	L	New York Community Bancorp., Inc.		2,105,880
	148,450		Washington Federal, Inc.		3,493,029
					11,624,083
			Semiconductors: 4.4%
	1,083,074	@,L	Atmel Corp.		6,552,598
	95,962	@,L	Cree, Inc.		1,662,062
	263,600	@,L	Fairchild Semiconductor International, Inc.		4,431,116
	347,160	@,L	Integrated Device Technology, Inc.		5,374,037
	92,200	@, L	International Rectifier Corp.		3,552,466

Shares				Value
	179,450	L	Intersil Corp.	$	4,292,444
	181,372	@,L	Lam Research Corp.		9,181,051
	136,600	@,L	Lattice Semiconductor Corp.		885,168
	289,565	@,L	MEMC Electronic Materials, Inc.		11,333,574
	76,700	@,L	Micrel, Inc.		826,826
	276,850	L	Microchip Technology, Inc.		9,052,995
	126,650	@	Semtech Corp.		1,655,316
	28,850	@,L	Silicon Laboratories, Inc.		999,653
	188,480	@	Triquint Semiconductor, Inc.		848,160
					60,647,466
			Software: 2.4%
	91,450		Acxiom Corp.		2,345,693
	33,219	@,L	Advent Software, Inc.		1,172,299
	82,825	@,L	CSG Systems International		2,213,912
	82,009	@	Dun & Bradstreet Corp.		6,789,525
	81,012	L	Fair Isaac Corp.		3,293,138
	108,089	L	MoneyGram International, Inc.		3,389,671
	529,442	@,L	Sybase, Inc.		13,077,206
	91,153	@,L	Wind River Systems, Inc.		934,318
					33,215,762
			Telecommunications: 2.3%
	484,089	@,L	3Com Corp.		1,989,606
	80,350	L	Adtran, Inc.		1,823,945
	205,600	@,L	Andrew Corp.		2,103,288
	338,486	@,L	Cincinnati Bell, Inc.		1,546,881
	71,794	@,L	CommScope, Inc.		2,188,281
	169,373	L	Harris Corp.		7,767,446
	113,650	@,L	Polycom, Inc.		3,512,922
	153,560	L	Telephone & Data Systems, Inc.		8,342,915
	221,200	@,L	Utstarcom, Inc.		1,935,500
					31,210,784
			Textiles: 0.6%
	116,332	@,L	Mohawk Industries, Inc.		8,708,614
					8,708,614
			Transportation: 1.8%
	229,058	L	CH Robinson Worldwide, Inc.		9,366,182
	82,753	L	Con-way, Inc.		3,644,442
	112,800	L	Expeditors International Washington, Inc.		4,568,400
	53,900	L	Overseas Shipholding Group		3,034,570
	66,300	@,L	Swift Transportation Co., Inc.		1,741,701
	76,025	@,L	YRC Worldwide, Inc.		2,868,423
					25,223,718
Total Common Stock (Cost $1,271,638,800)					1,368,320,794

Principal Amount				Value
SHORT-TERM INVESTMENTS: 22.9%
			Mutual Fund: 0.3%
$	5,000,000	**	ING Institutional Prime Money Market Fund		5,000,000
Total Mutual Fund (Cost $5,000,000)					5,000,000

See Accompanying Notes to Financial Statements
52

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
MIDCAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount			Value
		Securities Lending Collateral^CC: 22.6%
$	310,743,528	The Bank of New York Institutional Cash Reserves Fund	$	310,743,528
Total Securities Lending Collateral (Cost $310,743,528)				310,743,528
Total Short-Term Investments (Cost $315,743,528)				315,743,528

Total Investments in Securities (Cost $1,587,382,328)*	122.4	%	$	1,684,064,322
Other Assets and Liabilities - Net	(22.4	)		(308,373,702	)
Net Assets	100.0	%	$	1,375,690,620

@ Non-income producing security

@@ Foreign Issuer

cc Securities purchased with cash collateral for securities loaned.

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

** Investment in affiliate

* Cost for federal income tax purposes is $1,596,751,787.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	117,272,909
Gross Unrealized Depreciation		(29,960,374	)
Net Unrealized Appreciation	$	87,312,535

VP Index Plus Mid Cap Open Futures Contracts on December 31, 2006:

Contract Description	Number of Contracts		Notional Market Value ($)		Expiration Date	Unrealized (Depreciation)
Long Contracts
MidCap400		20		8,113,000	3/15/07	$	(145,890	)
						$	(145,890	)

See Accompanying Notes to Financial Statements
53

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
SMALLCAP PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 97.7%
			Advertising: 0.4%
	52,800		Advo, Inc.	$	1,721,280
	47,708	@,L	inVentiv Health, Inc.		1,686,478
					3,407,758
			Aerospace/Defense: 1.1%
	49,171	@,L	Armor Holdings, Inc.		2,697,029
	72,650		Curtiss-Wright Corp.		2,693,862
	23,200	L	EDO Corp.		550,768
	40,167	@,L	Esterline Technologies Corp.		1,615,918
	15,928	L	Kaman Corp.		356,628
	56,799	@	Teledyne Technologies, Inc.		2,279,344
					10,193,549
			Agriculture: 0.7%
	568,100	@	Alliance One International, Inc.		4,010,786
	59,328		Delta & Pine Land Co.		2,399,818
					6,410,604
			Airlines: 1.1%
	60,900	@,L	Frontier Airlines Holdings		450,660
	382,755		Skywest, Inc.		9,764,065
					10,214,725
			Apparel: 3.7%
	7,553	@	Ashworth, Inc.		54,835
	53,630	@,L	CROCS, Inc.		2,316,816
	30,200	@,L	Deckers Outdoor Corp.		1,810,490
	204,029	@	Gymboree Corp.		7,785,747
	162,425	L	Kellwood Co.		5,282,061
	59,036		K-Swiss, Inc.		1,814,767
	24,675	L	Oxford Industries, Inc.		1,225,114
	158,300		Phillips-Van Heusen		7,941,911
	40,400	@,L	Skechers USA, Inc.		1,345,724
	53,712		Stride Rite Corp.		809,977
	158,038		Wolverine World Wide, Inc.		4,507,244
					34,894,686
			Auto Parts & Equipment: 0.1%
	26,000	@	Keystone Automotive Industries, Inc.		883,740
	19,200		Standard Motor Products, Inc.		287,616
					1,171,356
			Banks: 6.3%
	98,100		Bank Mutual Corp.		1,187,991
	46,000	L	Cascade Bancorp.		1,427,380
	49,905		Central Pacific Financial Corp.		1,934,318
	102,088		Chittenden Corp.		3,133,081
	56,510		Community Bank System, Inc.		1,299,730
	136,276		East-West Bancorp., Inc.		4,826,896
	179,770	@@,L	First Bancorp.		1,713,208
	103,800		First Commonwealth Financial Corp.		1,394,034
	53,400		First Financial Bancorp.		886,974
	20,735		First Indiana Corp.		525,840
	81,787		First Midwest Bancorp., Inc.		3,163,521
	20,078	L	First Republic Bank		784,648
	112,442		Fremont General Corp.		1,822,685
	91,768		Hanmi Financial Corp.		2,067,533
	57,420		Independent Bank Corp.		1,452,152

Shares				Value
	37,864		Irwin Financial Corp.	$	856,862
	34,571		Nara Bancorp., Inc.		723,225
	29,000	L	PrivateBancorp, Inc.		1,207,270
	39,278	L	Prosperity Bancshares, Inc.		1,355,484
	52,683		Provident Bankshares Corp.		1,875,515
	123,911		South Financial Group, Inc.		3,294,793
	108,642	L	Sterling Bancshares, Inc.		1,414,519
	60,961		Sterling Financial Corp.		2,061,091
	85,123		Susquehanna Bancshares, Inc.		2,288,106
	122,133	L	Trustco Bank Corp.		1,358,119
	155,439		UCBH Holdings, Inc.		2,729,509
	93,545		Umpqua Holdings Corp.		2,753,029
	60,681		United Bankshares, Inc.		2,345,321
	187,265	L	Whitney Holding Corp.		6,108,584
	20,700		Wilshire Bancorp., Inc.		392,679
	39,140	L	Wintrust Financial Corp.		1,879,503
					60,263,600
			Biotechnology: 0.6%
	64,725	@,L	Arqule, Inc.		383,172
	17,500	L	Cambrex Corp.		397,600
	37,300	@,L	CryoLife, Inc.		285,345
	38,400	@	Digene Corp.		1,840,128
	93,650	@,L	Regeneron Pharmaceuticals, Inc.		1,879,556
	114,586	@,L	Savient Pharmaceuticals, Inc.		1,284,509
					6,070,310
			Building Materials: 0.9%
	33,500	L	ElkCorp		1,376,515
	93,492		Lennox International, Inc.		2,861,790
	33,634	@,L	NCI Building Systems, Inc.		1,740,560
	15,600	L	Texas Industries, Inc.		1,001,988
	31,292		Universal Forest Products, Inc.		1,458,833
					8,439,686
			Chemicals: 1.9%
	39,880		Arch Chemicals, Inc.		1,328,403
	76,400		Georgia Gulf Corp.		1,475,284
	132,896		HB Fuller Co.		3,431,375
	41,280	L	MacDermid, Inc.		1,407,648
	47,100	@	OM Group, Inc.		2,132,688
	66,420	@	Omnova Solutions, Inc.		304,204
	23,648		Penford Corp.		409,110
	598,813	@	PolyOne Corp.		4,491,098
	15,400		Quaker Chemical Corp.		339,878
	46,586	L	Schulman A, Inc.		1,036,539
	92,300	L	Tronox, Inc.		1,457,417
	53,600	L	Wellman, Inc.		170,984
					17,984,628
			Commercial Services: 4.7%
	75,270	L	Aaron Rents, Inc.		2,166,271
	70,875		ABM Industries, Inc.		1,609,571
	39,820	L	Administaff, Inc.		1,703,101
	51,900	@,L	AMN Healthcare Services, Inc.		1,429,326
	47,850	L	Arbitron, Inc.		2,078,604
	17,300	@,L	Bankrate, Inc.		656,535
	43,800		Bowne & Co., Inc.		698,172
	42,300	@,L	Bright Horizons Family Solutions, Inc.		1,635,318
	36,775		Central Parking Corp.		661,950
	41,194	L	Chemed Corp.		1,523,354

See Accompanying Notes to Financial Statements
54

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
SMALLCAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Commercial Services (continued)
	44,774	@,L	Coinstar, Inc.	$	1,368,741
	26,116	@,L	Consolidated Graphics, Inc.		1,542,672
	15,570	L	CPI Corp.		723,849
	33,400	@,L	Cross Country Healthcare, Inc.		728,788
	41,300		Gevity HR, Inc.		978,397
	45,822	@	Heidrick & Struggles International, Inc.		1,941,020
	79,021	@	Kendle International, Inc.		2,485,210
	148,470	@,L	Labor Ready, Inc.		2,721,455
	102,352	@,L	Live Nation, Inc.		2,292,685
	17,200	@	Midas, Inc.		395,600
	43,495	@,L	On Assignment, Inc.		511,066
	43,366	@	Parexel International Corp.		1,256,313
	30,211	@,L	Pharmanet Development Group		666,757
	14,096	@,L	Pre-Paid Legal Services, Inc.		551,576
	32,650	@,L	Rewards Network, Inc.		226,918
	132,324	@	Spherion Corp.		983,167
	12,950		Startek, Inc.		175,343
	38,368	@,L	Universal Technical Institute, Inc.		852,153
	23,648	@,L	Vertrue, Inc.		908,320
	61,825	W,L	Viad Corp.		2,510,095
	55,500	@,L	Volt Information Sciences, Inc.		2,786,655
	94,676		Watson Wyatt Worldwide, Inc.		4,274,621
					45,043,603
			Computers: 2.9%
	57,628		Agilysys, Inc.		964,693
	50,324	@	CACI International, Inc.		2,843,306
	34,646	@	Carreker Corp.		264,695
	10,650	@	Catapult Communications Corp.		95,637
	86,534	@	Ciber, Inc.		586,701
	107,440		Factset Research Systems, Inc.		6,068,211
	51,000	@,L	Komag, Inc.		1,931,880
	51,687	@,L	Kronos, Inc.		1,898,980
	60,251	@,L	Manhattan Associates, Inc.		1,812,350
	59,100	@	Mercury Computer Systems, Inc.		789,576
	86,294	@,L	Micros Systems, Inc.		4,547,694
	29,154		MTS Systems Corp.		1,125,927
	61,010	@,L	Radisys Corp.		1,017,037
	190,900	@	SYKES Enterprises, Inc.		3,367,476
					27,314,163
			Distribution/Wholesale: 1.1%
	187,745		Building Materials Holding Corp.		4,635,424
	86,685	L	Pool Corp.		3,395,451
	50,615	@	United Stationers, Inc.		2,363,214
					10,394,089
			Diversified Financial Services: 2.1%
	42,275		Financial Federal Corp.		1,243,308
	96,821	@	Investment Technology Group, Inc.		4,151,684
	86,485	@,L	LaBranche & Co., Inc.		850,148
	119,939	@	Piper Jaffray Cos.		7,814,026
	24,810	@,L	Portfolio Recovery Associates, Inc.		1,158,379
	27,597	L	SWS Group, Inc.		985,213

Shares				Value
	164,700	@,L	TradeStation Group, Inc.	$	2,264,625
	29,303	@,L	World Acceptance, Corp.		1,375,776
					19,843,159
			Electric: 1.4%
	55,639		Allete, Inc.		2,589,439
	89,950		Avista Corp.		2,276,635
	16,010		Central Vermont Public Service Corp.		377,036
	24,228		CH Energy Group, Inc.		1,279,238
	103,649		Cleco Corp.		2,615,064
	86,832	@	El Paso Electric Co.		2,116,096
	4,900	L	Green Mountain Power Corp.		166,061
	44,123	L	UIL Holdings Corp.		1,861,549
					13,281,118
			Electrical Components & Equipment: 0.9%
	57,800	@	Advanced Energy Industries, Inc.		1,090,686
	97,057		Belden CDT, Inc.		3,793,958
	30,078	@,L	Greatbatch, Inc.		809,700
	62,706	@,L	Littelfuse, Inc.		1,999,067
	48,100	@	Magnetek, Inc.		271,765
	24,984		Vicor Corp.		277,572
					8,242,748
			Electronics: 3.8%
	24,116		Bel Fuse, Inc.		838,996
	106,800	@,L	Benchmark Electronics, Inc.		2,601,648
	35,143		Brady Corp.		1,310,131
	59,840	@,L	Checkpoint Systems, Inc.		1,208,768
	89,275	@,L	Coherent, Inc.		2,818,412
	48,075		CTS Corp.		754,778
	43,773		Cubic Corp.		949,874
	26,057	@,L	Cymer, Inc.		1,145,205
	20,926	L	Daktronics, Inc.		771,123
	31,511	@,L	Dionex Corp.		1,786,989
	48,414	@	Electro Scientific Industries, Inc.		975,058
	39,059	@,L	FEI Co.		1,029,986
	40,408	@,L	Itron, Inc.		2,094,751
	22,350		Keithley Instruments, Inc.		293,903
	242,043		Methode Electronics, Inc.		2,621,326
	42,822		Park Electrochemical Corp.		1,098,384
	66,975	@	Paxar Corp.		1,544,444
	53,195	@	Planar Systems, Inc.		514,396
	27,450	@	Rogers Corp.		1,623,668
	63,905		Technitrol, Inc.		1,526,690
	89,608	@,L	Trimble Navigation Ltd.		4,545,814
	41,550	L	Watts Water Technologies, Inc.		1,708,121
	47,931		Woodward Governor Co.		1,903,340
					35,665,805
			Energy-Alternate Sources: 0.2%
	66,713	@,L	Headwaters, Inc.		1,598,443
					1,598,443
			Engineering & Construction: 0.9%
	90,121	@	EMCOR Group, Inc.		5,123,379
	85,358	@,L	URS Corp.		3,657,590
					8,780,969

See Accompanying Notes to Financial Statements
55

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
SMALLCAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Entertainment: 0.4%
	77,149	@	Pinnacle Entertainment, Inc.	$	2,556,718
	56,775	@,L	Shuffle Master, Inc.		1,487,505
					4,044,223
			Environmental Control: 0.5%
	90,176	@,L	Tetra Tech, Inc.		1,631,284
	73,650	@,L	Waste Connections, Inc.		3,060,158
					4,691,442
			Food: 1.8%
	163,217		Corn Products International, Inc.		5,637,515
	87,406	L	Flowers Foods, Inc.		2,359,088
	60,488	@,L	Hain Celestial Group, Inc.		1,887,830
	21,402		J&J Snack Foods Corp.		886,043
	56,631	@,L	Performance Food Group Co.		1,565,281
	59,117	@,L	Ralcorp Holdings, Inc.		3,008,464
	48,324	@,L	TreeHouse Foods, Inc.		1,507,709
					16,851,930
			Forest Products & Paper: 0.7%
	62,847	@,L	Buckeye Technologies, Inc.		752,907
	29,388	@	Caraustar Industries, Inc.		237,749
	16,471	L	Deltic Timber Corp.		918,752
	24,100	L	Neenah Paper, Inc.		851,212
	71,475		Rock-Tenn Co.		1,937,687
	20,923		Schweitzer-Mauduit International, Inc.		545,044
	69,173		Wausau Paper Corp.		1,036,903
					6,280,254
			Gas: 2.3%
	147,491		Atmos Energy Corp.		4,706,438
	18,384	L	Cascade Natural Gas Corp.		476,513
	131,083	L	Energen Corp.		6,153,036
	15,600		Laclede Group, Inc.		546,468
	49,641		Northwest Natural Gas Co.		2,106,764
	73,860		Southwest Gas Corp.		2,834,008
	190,679		UGI Corp.		5,201,723
					22,024,950
			Hand/Machine Tools: 0.4%
	47,242		Baldor Electric Co.		1,578,828
	50,053		Regal-Beloit Corp.		2,628,283
					4,207,111
			Healthcare-Products: 3.7%
	111,443	@,L	American Medical Systems Holdings, Inc.		2,063,924
	38,200	@,L	Biolase Technology, Inc.		334,250
	28,698	@,L	Biosite, Inc.		1,401,897
	20,526		Datascope Corp.		747,967
	59,450	@	Haemonetics Corp.		2,676,439
	87,182	@,L	Hologic, Inc.		4,121,965
	22,625	@,L	ICU Medical, Inc.		920,385
	52,134	@	Idexx Laboratories, Inc.		4,134,226
	110,835	@,L	Immucor, Inc.		3,239,707
	32,715	L	LCA-Vision, Inc.		1,124,087
	91,800		Mentor Corp.		4,486,266
	35,100	L	Meridian Bioscience, Inc.		861,003
	58,832	@	Osteotech, Inc.		332,401
	29,100	@,L	Palomar Medical Technologies, Inc.		1,474,497

Shares				Value
	24,950	@	Possis Medical, Inc.	$	336,326
	119,917	@	Respironics, Inc.		4,526,867
	24,450	@,L	SurModics, Inc.		760,884
	50,400	@	Viasys Healthcare, Inc.		1,402,128
	11,703		Vital Signs, Inc.		584,214
					35,529,433
			Healthcare-Services: 4.2%
	1	@,L	Amedisys, Inc.		33
	280,725	@,L	Amerigroup Corp.		10,075,220
	65,575	@	Amsurg Corp.		1,508,225
	278,606	@,L	Centene Corp.		6,845,349
	60,744	@,L	Gentiva Health Services, Inc.		1,157,781
	78,800	@,L	Healthways, Inc.		3,759,548
	105,903	@	Odyssey HealthCare, Inc.		1,404,274
	108,243	@,L	Pediatrix Medical Group, Inc.		5,293,083
	160,593	@,L	Sierra Health Services, Inc.		5,787,772
	68,379	@,L	Sunrise Senior Living, Inc.		2,100,603
	69,527	@,L	United Surgical Partners International, Inc.		1,971,090
					39,902,978
			Home Builders: 1.9%
	104,360	@,L	Champion Enterprises, Inc.		976,810
	11,450		Coachmen Industries, Inc.		125,950
	35,200	@,L	Meritage Homes Corp.		1,679,744
	44,362	L	Monaco Coach Corp.		628,166
	11,225	@,L	NVR, Inc.		7,240,125
	9,825	L	Skyline Corp.		395,162
	202,550	L	Winnebago Industries		6,665,921
					17,711,878
			Home Furnishings: 0.5%
	17,604	@,L	Audiovox Corp.		248,040
	94,419		Ethan Allen Interiors, Inc.		3,409,470
	85,630	L	La-Z-Boy, Inc.		1,016,428
					4,673,938
			Household Products/Wares: 0.4%
	38,900	@	Central Garden & Pet Co.		1,883,538
	92,528	@	Playtex Products, Inc.		1,331,478
	28,125		WD-40 Co.		980,719
					4,195,735
			Housewares: 0.5%
	6,019		National Presto Industries, Inc.		360,358
	91,510	L	Toro Co.		4,267,111
					4,627,469
			Insurance: 4.2%
	70,935		Delphi Financial Group		2,870,030
	59,425	L	Hilb Rogal & Hobbs Co.		2,502,981
	33,190		Infinity Property & Casualty Corp.		1,606,064
	49,825	L	Landamerica Financial Group, Inc.		3,144,456
	157,785	@	Philadelphia Consolidated Holding Co.		7,030,900
	60,421		Presidential Life Corp.		1,326,241
	94,802	@,L	ProAssurance Corp.		4,732,516
	33,951		RLI Corp.		1,915,515
	41,670		Safety Insurance Group, Inc.		2,113,086
	15,968	@,L	SCPIE Holdings, Inc.		417,404
	82,972	L	Selective Insurance Group		4,753,466

See Accompanying Notes to Financial Statements
56

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
SMALLCAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Insurance (continued)
	29,588	L	Stewart Information Services Corp.	$	1,282,936
	34,200		United Fire & Casualty Co.		1,205,550
	100,485	L	Zenith National Insurance Corp.		4,713,751
					39,614,896
			Internet: 2.1%
	16,650	@,L	Blue Coat Systems, Inc.		398,768
	89,900	@,L	Blue Nile, Inc.		3,316,411
	54,800	@,L	Digital Insight Corp.		2,109,252
	145,200	@	Digitas, Inc.		1,947,132
	79,199	@,L	Infospace, Inc.		1,624,371
	81,150	@,L	j2 Global Communications, Inc.		2,211,338
	73,400	@	Napster, Inc.		266,442
	20,665	@	PC-Tel, Inc.		193,218
	144,121	@,L	Secure Computing Corp.		945,434
	123,305	@	Stamps.com, Inc.		1,942,054
	154,922	L	United Online, Inc.		2,057,364
	28,100	@,L	WebEx Communications, Inc.		980,409
	76,320	@,L	Websense, Inc.		1,742,386
					19,734,579
			Iron/Steel: 1.6%
	41,915		Carpenter Technology Corp.		4,297,126
	103,166		Chaparral Steel Co.		4,567,159
	68,920	L	Cleveland-Cliffs, Inc.		3,338,485
	28,950	@,L	Material Sciences Corp.		374,613
	74,018		Ryerson, Inc.		1,857,112
	25,586		Steel Technologies, Inc.		449,034
					14,883,529
			Leisure Time: 0.2%
	75,900	@,L	K2, Inc.		1,001,121
	38,500	@,L	WMS Industries, Inc.		1,342,110
					2,343,231
			Lodging: 0.4%
	59,500	@	Aztar Corp.		3,237,990
	34,431	L	Marcus Corp.		880,745
					4,118,735
			Machinery-Diversified: 2.3%
	62,222		Applied Industrial Technologies, Inc.		1,637,061
	67,287		Cognex Corp.		1,602,776
	147,451	@,L	Gardner Denver, Inc.		5,501,397
	45,102	@	Gerber Scientific, Inc.		566,481
	87,077		IDEX Corp.		4,128,321
	34,000	@	Intevac, Inc.		882,300
	19,100	L	Lindsay Manufacturing Co.		623,615
	101,816		Manitowoc Co., Inc.		6,050,925
	27,111	L	Robbins & Myers, Inc.		1,244,937
					22,237,813
			Media: 0.1%
	21,400	@	4Kids Entertainment, Inc.		389,908
	109,200	@,L	Radio One, Inc.		736,008
					1,125,916
			Metal Fabricate/Hardware: 1.0%
	35,275		AM Castle & Co.		897,749
	44,410	L	Kaydon Corp.		1,764,853

Shares				Value
	8,841		Lawson Products	$	405,713
	60,873		Mueller Industries, Inc.		1,929,674
	83,881	L	Quanex Corp.		2,901,444
	27,075		Valmont Industries, Inc.		1,502,392
					9,401,825
			Miscellaneous Manufacturing: 2.4%
	128,605		Acuity Brands, Inc.		6,692,604
	37,559	L	AO Smith Corp.		1,410,716
	60,001		Aptargroup, Inc.		3,542,459
	56,050		Barnes Group, Inc.		1,219,088
	43,425	@,L	Ceradyne, Inc.		2,453,513
	136,844	@,L	EnPro Industries, Inc.		4,544,589
	25,400	@	Lydall, Inc.		274,574
	43,991		Myers Industries, Inc.		688,899
	15,140		Standex International Corp.		456,168
	48,900	@	Sturm Ruger & Co., Inc.		469,440
	62,220		Tredegar Corp.		1,406,794
					23,158,844
			Office Furnishings: 0.1%
	72,244	@	Interface, Inc.		1,027,310
					1,027,310
			Office/Business Equipment: 0.2%
	85,728	@	Global Imaging Systems, Inc.		1,881,730
					1,881,730
			Oil & Gas: 3.6%
	79,949	L	Cabot Oil & Gas Corp.		4,848,907
	135,946		Cimarex Energy Co.		4,962,029
	320,530		Frontier Oil Corp.		9,212,032
	41,783		Penn Virginia Corp.		2,926,481
	10,700	@,L	Petroleum Development Corp.		460,635
	128,662	L	St. Mary Land & Exploration Co.		4,739,908
	45,143	@	Stone Energy Corp.		1,595,805
	48,473	@,L	Swift Energy Co.		2,172,075
	76,005	@	Unit Corp.		3,682,442
					34,600,314
			Oil & Gas Services: 3.1%
	38,944	@,L	Dril-Quip, Inc.		1,525,047
	149,413	@	Helix Energy Solutions Group, Inc.		4,687,086
	31,550	@,L	Hydril		2,372,245
	50,854	@,L	Lone Star Technologies		2,461,842
	23,133	L	Lufkin Industries, Inc.		1,343,565
	88,200	@	Oceaneering International, Inc.		3,501,540
	62,814	@,L	SEACOR Holdings, Inc.		6,227,380
	59,178	@,L	Veritas DGC, Inc.		5,067,412
	48,375	@	W-H Energy Services, Inc.		2,355,379
					29,541,496
			Packaging & Containers: 0.1%
	35,050		Chesapeake Corp.		596,551
					596,551
			Pharmaceuticals: 1.7%
	28,275	@,L	Bradley Pharmaceuticals, Inc.		581,900
	25,600	L	Mannatech, Inc.		377,088
	51,367	@,L	MGI Pharma, Inc.		945,666
	124,527	@,L	NBTY, Inc.		5,176,587

See Accompanying Notes to Financial Statements
57

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
SMALLCAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Pharmaceuticals (continued)
	157,157	@,L	Noven Pharmaceuticals, Inc.	$	3,999,646
	37,100	@,L	PetMed Express, Inc.		495,285
	49,160	@,L	Sciele Pharma, Inc.		1,179,840
	52,600	@	Theragenics Corp.		163,060
	58,550	@,L	USANA Health Sciences, Inc.		3,024,693
					15,943,765
			Real Estate Investment Trusts: 2.7%
	20,356		Acadia Realty Trust		509,307
	75,544	L	Colonial Properties Trust		3,541,503
	38,800		EastGroup Properties, Inc.		2,078,128
	43,764		Entertainment Properties Trust		2,557,568
	38,185		Essex Property Trust, Inc.		4,935,411
	109,250		Inland Real Estate Corp.		2,045,160
	34,100		LTC Properties, Inc.		931,271
	37,000		Mid-America Apartment Communities, Inc.		2,117,880
	36,750	L	National Retail Properties, Inc.		843,413
	75,200		New Century Financial Corp.		2,375,568
	25,400		PS Business Parks, Inc.		1,796,034
	29,946		Sovran Self Storage, Inc.		1,715,307
					25,446,550
			Retail: 7.6%
	78,148		Brown Shoe Co., Inc.		3,730,786
	31,100	@,L	California Pizza Kitchen, Inc.		1,035,941
	79,838		Casey's General Stores, Inc.		1,880,185
	46,350	L	Cash America International, Inc.		2,173,815
	50,516		Cato Corp.		1,157,322
	55,110	@	CEC Entertainment, Inc.		2,218,178
	36,712	@,L	Childrens Place Retail Stores, Inc.		2,331,946
	103,243	L	Christopher & Banks Corp.		1,926,514
	109,500		CKE Restaurants, Inc.		2,014,800
	129,590	@,L	Dress Barn, Inc.		3,023,335
	15,139	@,L	Genesco, Inc.		564,685
	155,525	L	Group 1 Automotive, Inc.		8,043,753
	48,625	L	Haverty Furniture Cos., Inc.		719,650
	49,625	@	Hibbett Sporting Goods, Inc.		1,515,051
	68,893	@,L	HOT Topic, Inc.		919,033
	26,300		IHOP Corp.		1,386,010
	76,864	@	Insight Enterprises, Inc.		1,450,424
	100,346	@,L	Jack in the Box, Inc.		6,125,120
	47,214	L	Longs Drug Stores Corp.		2,000,929
	30,700	@,L	MarineMax, Inc.		796,051
	151,527	L	Men's Wearhouse, Inc.		5,797,423
	30,200	@,L	O'Charleys, Inc.		642,656
	51,283	@,L	Panera Bread Co.		2,867,233
	38,890	@,L	Papa John's International, Inc.		1,128,199
	41,510	@,L	PF Chang's China Bistro, Inc.		1,593,154
	27,000	@,L	Red Robin Gourmet Burgers, Inc.		967,950
	35,800	@,L	School Specialty, Inc.		1,342,142
	340,289	@,L	Select Comfort Corp.		5,917,626
	111,724	@,L	Sonic Corp.		2,675,790
	102,400		Triarc Cos.		2,048,000
	54,315	@,L	Tween Brands, Inc.		2,168,798
					72,162,499

Shares				Value
			Savings & Loans: 1.4%
	39,682	L	Anchor Bancorp. Wisconsin, Inc.	$	1,143,635
	96,910	L	Bankunited Financial Corp.		2,709,604
	100,729	L	Brookline Bancorp., Inc.		1,326,601
	36,400	L	Dime Community Bancshares		509,964
	46,932	L	Downey Financial Corp.		3,406,325
	35,400	L	Fidelity Bankshares, Inc.		1,404,318
	47,992	@,L	FirstFed Financial Corp.		3,214,024
					13,714,471
			Semiconductors: 2.2%
	74,117	@,L	Actel Corp.		1,345,965
	66,700	@	Axcelis Technologies, Inc.		388,861
	168,087	@,L	Brooks Automation, Inc.		2,420,453
	29,350		Cohu, Inc.		591,696
	64,602	@,L	DSP Group, Inc.		1,401,863
	57,334	@	Exar Corp.		745,342
	125,737	@,L	Kopin Corp.		448,881
	92,800	@,L	Kulicke & Soffa Industries, Inc.		779,520
	59,400	@	MKS Instruments, Inc.		1,341,252
	89,151	@,L	Pericom Semiconductor Corp.		1,022,562
	69,300	@,L	Photronics, Inc.		1,132,362
	266,570	@,L	Skyworks Solutions, Inc.		1,887,316
	34,950	@,L	Standard Microsystems Corp.		977,901
	22,375	@	Supertex, Inc.		878,219
	93,707	@,L	Varian Semiconductor Equipment Associates, Inc.		4,265,543
	50,300	@,L	Veeco Instruments, Inc.		942,119
					20,569,855
			Software: 3.7%
	75,000	@,L	Allscripts Healthcare Solutions, Inc.		2,024,250
	51,225	@,L	Altiris, Inc.		1,300,091
	62,269	@	Ansys, Inc.		2,708,079
	79,357	@	Captaris, Inc.		616,604
	106,037	@, L	Cerner Corp.		4,824,684
	98,097	@	Dendrite International, Inc.		1,050,619
	61,900	@	Digi International, Inc.		853,601
	80,210	@	Epicor Software Corp.		1,083,637
	112,191	L	Global Payments, Inc.		5,194,443
	128,427	@,L	Hyperion Solutions Corp.		4,615,666
	29,049		Inter-Tel, Inc.		643,726
	50,318	@,L	JDA Software Group, Inc.		692,879
	69,933	@,L	Keane, Inc.		832,902
	26,378	@,L	Mantech International Corp.		971,502
	60,717	@	Mapinfo Corp.		792,357
	31,571	@,L	Open Solutions, Inc.		1,188,332
	53,267	@,L	Per-Se Technologies, Inc.		1,479,757
	34,167	@	Phoenix Technologies Ltd.		153,752
	65,269	@,L	Progress Software Corp.		1,822,963
	25,800	@,L	Quality Systems, Inc.		961,566
	32,271	@	SPSS, Inc.		970,389
					34,781,799
			Telecommunications: 1.8%
	232,311	@,L	Adaptec, Inc.		1,082,569
	119,166	@,L	Aeroflex, Inc.		1,396,626
	54,388	@,L	Anixter International, Inc.		2,953,268
	29,391		Black Box Corp.		1,234,128
	75,925	@,L	C-COR, Inc.		845,805
	33,925	L	Commonwealth Telephone Enterprises, Inc.		1,420,101

See Accompanying Notes to Financial Statements
58

ING VP INDEX PLUS PORTFOLIO OF INVESTMENTS
SMALLCAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Telecommunications (continued)
	37,700	@,L	Comtech Telecommunications	$	1,435,239
	32,400	L	CT Communications, Inc.		742,608
	89,755	@,L	Ditech Networks, Inc.		621,105
	72,392	@	General Communication, Inc.		1,138,726
	167,219	@,L	Harmonic, Inc.		1,215,682
	70,975	@	Network Equipment Technologies, Inc.		413,075
	49,300	@,L	Novatel Wireless, Inc.		476,731
	76,261	@,L	Symmetricom, Inc.		680,248
	41,143	@	Tollgrade Communications, Inc.		434,882
	35,762	@	Viasat, Inc.		1,066,065
					17,156,858
			Textiles: 0.2%
	21,220		Angelica Corp.		547,476
	33,726	L	G&K Services, Inc.		1,311,604
					1,859,080
			Toys/Games/Hobbies: 0.3%
	43,642	@,L	Jakks Pacific, Inc.		953,141
	34,600	@	RC2 Corp.		1,522,400
					2,475,541
			Transportation: 2.6%
	56,187	L	Arkansas Best Corp.		2,022,732
	38,092	@,L	Bristow Group, Inc.		1,374,740
	52,383	@	EGL, Inc.		1,559,966
	97,646		Heartland Express, Inc.		1,466,643
	256,722	@,L	HUB Group, Inc.		7,072,691
	123,500	@,L	Kansas City Southern		3,579,030
	87,100	@	Kirby Corp.		2,972,723
	96,480	L	Landstar System, Inc.		3,683,606
	46,470	@	Old Dominion Freight Line		1,118,533
					24,850,664
Total Common Stock (Cost $856,335,862)					927,184,191
WARRANTS: 0.0%
			Airlines: 0.0%
	116		Timco Aviation		—
					—
Total Warrants (Cost $—)					—

Principal Amount				Value
SHORT-TERM INVESTMENTS: 24.3%
			Mutual Fund: 0.8%
$	8,000,000	**	ING Institutional Prime Money Market Fund		8,000,000
Total Mutual Fund (Cost $8,000,000)					8,000,000

Principal Amount			Value
		Repurchase Agreement: 0.8%
$	7,434,000	Morgan Stanley Repurchase Agreement dated 12/29/06, 5.250%, due 01/02/07, $7,438,337 to be received upon repurchase (Collateralized by $23,685,000 Resolution Funding Corporation, Discount Note, Market Value $7,583,463, due 01/15/30)	$	7,434,000
Total Repurchase Agreement (Cost $7,434,000)				7,434,000
		Securities Lending Collateral^CC: 22.7%
	215,814,758	The Bank of New York Institutional Cash Reserves Fund		215,814,758
Total Securities Lending Collateral (Cost $215,814,758)				215,814,758
Total Short-Term Investments (Cost $231,248,758)				231,248,758

Total Investments in Securities (Cost $1,087,584,620)*	122.0	%	$	1,158,432,949
Other Assets and Liabilities - Net	(22.0	)		(209,071,918	)
Net Assets	100.0	%	$	949,361,031

@ Non-income producing security

@@ Foreign Issuer

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

** Investment in affiliate

* Cost for federal income tax purposes is $1,095,054,831.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	90,298,469
Gross Unrealized Depreciation		(26,920,351	)
Net Unrealized Appreciation	$	63,378,118

VP Index Plus Small Cap Open Futures Contracts on December 31, 2006:

Contract Description	Number of Contracts		Notional Market Value ($)		Expiration Date	Unrealized (Depreciation)
Long Contracts
Russell 2000		46		18,282,700	3/15/07	$	(130,082	)
						$	(130,082	)

See Accompanying Notes to Financial Statements
59

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 46.7%
			Advertising: 0.2%
	160		Advo, Inc.	$	5,216
	2,500	L	Omnicom Group		261,350
					266,566
			Aerospace/Defense: 0.6%
	3,100		Boeing Co.		275,404
	170		Kaman Corp.		3,806
	7,345		Raytheon Co.		387,816
	4,000		United Technologies Corp.		250,080
					917,106
			Agriculture: 0.6%
	2,240	@	Alliance One International, Inc.		15,814
	8,000		Altria Group, Inc.		686,560
	4,578	@@	British American Tobacco PLC		128,190
	190		Delta & Pine Land Co.		7,686
					838,250
			Airlines: 0.1%
	440	@	Airtran Holdings, Inc.		5,166
	80	@	Alaska Air Group, Inc.		3,160
	13,882	@,@@	British Airways PLC		143,131
	190	@	JetBlue Airways Corp.		2,698
	906		Skywest, Inc.		23,112
					177,267
			Apparel: 0.4%
	380	@	Ashworth, Inc.		2,759
	5,600	@,L	Coach, Inc.		240,576
	200	@,L	Deckers Outdoor Corp.		11,990
	470	@,L	Gymboree Corp.		17,935
	1,610	@	Hanesbrands, Inc.		38,028
	2,000		Jones Apparel Group, Inc.		66,860
	610	L	Kellwood Co.		19,837
	570		K-Swiss, Inc.		17,522
	730		Phillips-Van Heusen		36,624
	540		Polo Ralph Lauren Corp.		41,936
	880		Wolverine World Wide, Inc.		25,098
					519,165
			Auto Manufacturers: 0.2%
	28,900	L	Ford Motor Co.		217,039
					217,039
			Auto Parts & Equipment: 0.1%
	1,670	L	ArvinMeritor, Inc.		30,444
	50		Bandag, Inc.		2,522
	290	L	Standard Motor Products, Inc.		4,344
	6,106	@@	Sumitomo Rubber Industries, Inc.		78,765
					116,075
			Banks: 3.9%
	19,338	@@	Banca Intesa S.p.A.		148,929
	24,950		Bank of America Corp.		1,332,081
	5,500	@@	Bank of Ireland		126,637
	15,307	@@	Barclays PLC		218,553
	12,253	@@	Capitalia S.p.A.		115,614
	790	L	Chittenden Corp.		24,245
	1,880		Colonial BancGroup, Inc.		48,391
	3,000		Comerica, Inc.		176,040
	5,345	@@	Depfa Bank PLC		95,509
	1,219	@@	Deutsche Bank AG		162,332

Shares				Value
	870		East-West Bancorp., Inc.	$	30,815
	1,880	@@,L	First Bancorp.		17,916
	200		First Indiana Corp.		5,072
	270		First Midwest Bancorp., Inc.		10,444
	1,320		FirstMerit Corp.		31,865
	910		Hanmi Financial Corp.		20,502
	18,036	@@	HSBC Holdings PLC		328,252
	520		Independent Bank Corp.		13,151
	1,000	@@	KBC Groep NV		122,419
	1,086	@@	Kookmin Bank ADR		87,575
	500		Mercantile Bankshares Corp.		23,395
	17	@@	Mitsubishi UFJ Financial Group, Inc.		210,899
	5,100	@@	National Australia Bank Ltd.		162,367
	8,400	L	National City Corp.		307,104
	8,700		Regions Financial Corp.		325,380
	911	@@	Societe Generale		154,114
	390		South Financial Group, Inc.		10,370
	8,000	@@	Sumitomo Trust & Banking Co., Ltd.		83,763
	1,530	L	TCF Financial Corp.		41,953
	300		Umpqua Holdings Corp.		8,829
	1,200	@@,L	Uniao de Bancos Brasileiros SA GDR		111,552
	6,500		US Bancorp.		235,235
	6,650		Wachovia Corp.		378,718
	810		Webster Financial Corp.		39,463
	11,600		Wells Fargo & Co.		412,496
	960		Whitney Holding Corp.		31,315
					5,653,295
			Beverages: 0.8%
	8,050		Coca-Cola Co.		388,413
	3,491	@@	Coca-Cola Hellenic Bottling Co. SA		136,205
	1,012	@@	Fomento Economico Mexicano SA de CV ADR		117,149
	30	@	Hansen Natural Corp.		1,010
	2,500		Pepsi Bottling Group, Inc.		77,275
	1,430		PepsiAmericas, Inc.		30,001
	6,450		PepsiCo, Inc.		403,448
					1,153,501
			Biotechnology: 0.3%
	4,500	@	Amgen, Inc.		307,395
	120	@	Digene Corp.		5,750
	30	@	Invitrogen Corp.		1,698
	3,000	@,L	Millennium Pharmaceuticals, Inc.		32,700
	640	@	PDL BioPharma, Inc.		12,890
	1,190	@,L	Savient Pharmaceuticals, Inc.		13,340
	620	@,L	Vertex Pharmaceuticals, Inc.		23,200
					396,973
			Building Materials: 0.1%
	100		ElkCorp		4,109
	4,982	@@	Italcementi S.p.A.		140,218
					144,327
			Chemicals: 0.7%
	300		Airgas, Inc.		12,156
	570		Chemtura Corp.		5,489
	3,800		Dow Chemical Co.		151,772
	3,500		EI DuPont de Nemours & Co.		170,485
	70		FMC Corp.		5,359

See Accompanying Notes to Financial Statements
60

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Chemicals (continued)
	730		Georgia Gulf Corp.	$	14,096
	870		HB Fuller Co.		22,463
	1,000		Lubrizol Corp.		50,130
	2,011	L	Lyondell Chemical Co.		51,421
	130	L	MacDermid, Inc.		4,433
	2,000		Monsanto Co.		105,060
	1,770	L	Olin Corp.		29,240
	830	@	Omnova Solutions, Inc.		3,801
	1,950	@,L	PolyOne Corp.		14,625
	2,000		Sherwin-Williams Co.		127,160
	15,000	@@	Sumitomo Chemical Co., Ltd.		116,077
	600	@@	Umicore		101,950
	1,560		Valspar Corp.		43,118
					1,028,835
			Commercial Services: 0.7%
	210	@	Alliance Data Systems Corp.		13,119
	2,500	@,L	Apollo Group, Inc.		97,425
	100		Banta Corp.		3,640
	370	@	Career Education Corp.		9,169
	410		Central Parking Corp.		7,380
	232	@,L	Consolidated Graphics, Inc.		13,704
	2,700	@	Convergys Corp.		64,206
	150	L	CPI Corp.		6,974
	1,190		DeVry, Inc.		33,320
	350	@	Heidrick & Struggles International, Inc.		14,826
	1,340	@	Hooper Holmes, Inc.		4,435
	320	@	ITT Educational Services, Inc.		21,238
	350	@,L	Kendle International, Inc.		11,008
	1,190	@,L	Korn/Ferry International		27,322
	1,160	@,L	Labor Ready, Inc.		21,263
	830	L	Manpower, Inc.		62,192
	5,100		McKesson Corp.		258,570
	3,900		Moody's Corp.		269,334
	1,640	@	MPS Group, Inc.		23,255
	670	@	Quanta Services, Inc.		13,179
	1,160	@	Valassis Communications, Inc.		16,820
	240	@,L	Vertrue, Inc.		9,218
	510	W,L	Viad Corp.		20,706
	170	@,L	Volt Information Sciences, Inc.		8,536
	650		Watson Wyatt Worldwide, Inc.		29,348
					1,060,187
			Computers: 1.7%
	270		Agilysys, Inc.		4,520
	1,391	@,@@, I	Atos Origin		82,254
	167	@,L	CACI International, Inc.		9,436
	1,272	@	Cadence Design Systems, Inc.		22,782
	280	@	Catapult Communications Corp.		2,514
	520	@,L	Ceridian Corp.		14,550
	19,100	@	Dell, Inc.		479,219
	570		Factset Research Systems, Inc.		32,194
	18,150		Hewlett-Packard Co.		747,599
	620		Imation Corp.		28,787
	9,350		International Business Machines Corp.		908,353
	310	@	Mercury Computer Systems, Inc.		4,142
	515	@	Micros Systems, Inc.		27,141
	780	@,L	Palm, Inc.		10,990
	580	@	Radisys Corp.		9,669
	690	@	SRA International, Inc.		18,451
	780	@	SYKES Enterprises, Inc.		13,759
	1,320	@	Synopsys, Inc.		35,284

Shares				Value
	940	@	Western Digital Corp.	$	19,232
					2,470,876
			Cosmetics/Personal Care: 0.6%
	2,500	L	Estee Lauder Cos., Inc.		102,050
	11,850		Procter & Gamble Co.		761,600
					863,650
			Distribution/Wholesale: 0.1%
	700		Building Materials Holding Corp.		17,283
	280		CDW Corp.		19,690
	262	L	Pool Corp.		10,263
	7,000	@@	Sumitomo Corp.		104,788
	830	@	Tech Data Corp.		31,432
					183,456
			Diversified Financial Services: 3.9%
	860		AG Edwards, Inc.		54,429
	4,200		American Express Co.		254,814
	1,360	@,L	AmeriCredit Corp.		34,231
	3,600		CIT Group, Inc.		200,772
	26,600		Citigroup, Inc.		1,481,620
	3,600		Fannie Mae		213,804
	3,200		Goldman Sachs Group, Inc.		637,920
	740		IndyMac Bancorp., Inc.		33,418
	550	@	Investment Technology Group, Inc.		23,584
	21,100		JPMorgan Chase & Co.		1,019,130
	14	@@,L	Kenedix, Inc.		63,157
	5,400		Lehman Brothers Holdings, Inc.		421,848
	3,050		Merrill Lynch & Co., Inc.		283,955
	8,100		Morgan Stanley		659,583
	1,260		Raymond James Financial, Inc.		38,191
	500	@@	SFCG Co., Ltd.		77,665
	320	L	SWS Group, Inc.		11,424
	650	@,L	TradeStation Group, Inc.		8,938
	3,600	@@	UBS AG		217,864
					5,736,347
			Electric: 1.2%
	18,900	@	AES Corp.		416,556
	200		Central Vermont Public Service Corp.		4,710
	350	L	Duquesne Light Holdings, Inc.		6,948
	1,260		Idacorp, Inc.		48,699
	15,434	@@	International Power PLC		114,956
	270		Northeast Utilities		7,603
	1,720		OGE Energy Corp.		68,800
	1,310	L	Pepco Holdings, Inc.		34,073
	10,300		PG&E Corp.		487,499
	1,850		PNM Resources, Inc.		57,535
	1,200	@@	RWE AG		131,540
	3,905	@@	Scottish & Southern Energy		118,589
	4,800		Southern Co.		176,928
	3,500	@@	Tokyo Electric Power Co., Inc.		113,072
	830		Wisconsin Energy Corp.		39,392
					1,826,900
		Electrical Components & Equipment: 0.1%
	720	L	Belden CDT, Inc.		28,145
	450	@,L	Littelfuse, Inc.		14,346
	18,000	@@	Toshiba Corp.		116,968
					159,459

See Accompanying Notes to Financial Statements
61

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Electronics: 0.2%
	380		Amphenol Corp.	$	23,590
	100	@	Avnet, Inc.		2,553
	340	@,L	Benchmark Electronics, Inc.		8,282
	670	@,L	Coherent, Inc.		21,152
	390	L	Cubic Corp.		8,463
	140		Gentex Corp.		2,178
	2,400	@,@@	Hoya Corp.		93,544
	980		Methode Electronics, Inc.		10,613
	400	@	Planar Systems, Inc.		3,868
	660	@,L	Plexus Corp.		15,761
	100	@	Rogers Corp.		5,915
	1,080	@	Thomas & Betts Corp.		51,062
	300	@,L	Trimble Navigation Ltd.		15,219
	690	@,L	Varian, Inc.		30,905
	2,480	@	Vishay Intertechnology, Inc.		33,579
					326,684
			Engineering & Construction: 0.4%
	2,000	@@	Bouygues		128,053
	510	@	EMCOR Group, Inc.		28,994
	830		Granite Construction, Inc.		41,766
	1,724	@@	Hochtief AG		125,005
	850	@	Jacobs Engineering Group, Inc.		69,309
	180	@	Shaw Group, Inc.		6,030
	20,000	@@,L	Taisei Corp.		60,879
	270	@	URS Corp.		11,570
	1,200	@@,L	Vinci SA		152,942
					624,548
			Entertainment: 0.0%
	230	@,L	Pinnacle Entertainment, Inc.		7,622
					7,622
			Environmental Control: 0.2%
	8,600		Waste Management, Inc.		316,222
					316,222
			Exchange Traded Fund: 0.1%
	2,300	@@,L	iShares S&P SmallCap 600 Index Fund		151,777
	340	L	Midcap SPDR Trust Series 1		49,844
					201,621
			Food: 0.8%
	4,500		Campbell Soup Co.		175,005
	9,800		ConAgra Foods, Inc.		264,600
	934		Corn Products International, Inc.		32,260
	5,626		General Mills, Inc.		324,058
	734	@@	Groupe Danone		110,998
	1,182		Hormel Foods Corp.		44,136
	460	@,L	Ralcorp Holdings, Inc.		23,409
	280	@	Smithfield Foods, Inc.		7,185
	7,130	@@	Unilever PLC		198,305
	210	@,L	United Natural Foods, Inc.		7,543
					1,187,499
			Forest Products & Paper: 0.1%
	590	@	Caraustar Industries, Inc.		4,773
	1,880		Louisiana-Pacific Corp.		40,476
	600		Rock-Tenn Co.		16,266
	310		Schweitzer-Mauduit International, Inc.		8,076

Shares				Value
	2,000		Temple-Inland, Inc.	$	92,060
					161,651
			Gas: 0.1%
	60	L	Cascade Natural Gas Corp.		1,555
	1,147	L	Energen Corp.		53,840
	1,799		UGI Corp.		49,077
					104,472
			Hand/Machine Tools: 0.0%
	1,100		Snap-On, Inc.		52,404
					52,404
			Healthcare-Products: 0.9%
	270	@	Advanced Medical Optics, Inc.		9,504
	230	L	Cooper Cos., Inc.		10,235
	1,470	@	Cytyc Corp.		41,601
	1,938		Dentsply International, Inc.		57,849
	960	@,L	Edwards Lifesciences Corp.		45,158
	510	@	Haemonetics Corp.		22,960
	282	@,L	Hologic, Inc.		13,333
	157	@	Idexx Laboratories, Inc.		12,450
	350	@,L	Immucor, Inc.		10,231
	70	@	Intuitive Surgical, Inc.		6,713
	10,800		Johnson & Johnson		713,016
	4,500		Medtronic, Inc.		240,795
	470		Mentor Corp.		22,969
	500	@	Osteotech, Inc.		2,825
	450	@	Possis Medical, Inc.		6,066
	390	@,L	Respironics, Inc.		14,723
	700	@	Techne Corp.		38,815
	650	@	Varian Medical Systems, Inc.		30,921
					1,300,164
			Healthcare-Services: 1.5%
	7,700		Aetna, Inc.		332,486
	460	@	Amerigroup Corp.		16,509
	510	@,L	Centene Corp.		12,531
	2,950	@	Coventry Health Care, Inc.		147,648
	900	@@	Fresenius Medical Care AG & Co. KGaA		119,812
	700	@,L	Gentiva Health Services, Inc.		13,342
	560	@	Health Net, Inc.		27,250
	440	@,L	Healthways, Inc.		20,992
	3,000	@	Humana, Inc.		165,930
	2,500	@,L	Laboratory Corp. of America Holdings		183,675
	140	@	Lincare Holdings, Inc.		5,578
	912	@,L	Odyssey HealthCare, Inc.		12,093
	440	@,L	Pediatrix Medical Group, Inc.		21,516
	412	@,L	Sierra Health Services, Inc.		14,848
	12,100		UnitedHealth Group, Inc.		650,133
	6,500	@	WellPoint, Inc.		511,485
					2,255,828
			Holding Companies-Diversified: 0.0%
	1,540	L	Leucadia National Corp.		43,428
					43,428
			Home Builders: 0.1%
	33,500	@,@@	Haseko Corp.		119,546
	25	@	NVR, Inc.		16,125
	610	L	Winnebago Industries		20,075
					155,746

See Accompanying Notes to Financial Statements
62

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO�� AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Home Furnishings: 0.1%
	290	@	Audiovox Corp.	$	4,086
	640		Ethan Allen Interiors, Inc.		23,110
	5,000	@@	Matsushita Electric Industrial Co., Ltd.		100,257
					127,453
			Household Products/Wares: 0.1%
	280		American Greetings Corp.		6,684
	560	L	Blyth, Inc.		11,620
	900	@@	Henkel KGaA		132,282
					150,586
			Housewares: 0.0%
	657	L	Toro Co.		30,636
					30,636
			Insurance: 3.6%
	4,700	@@	ACE Ltd.		284,679
	6,400		Allstate Corp.		416,704
	1,800		AMBAC Financial Group, Inc.		160,326
	1,051	L	American Financial Group, Inc.		37,741
	9,000		American International Group, Inc.		644,940
	170		Brown & Brown, Inc.		4,796
	22,000	@@	China Life Insurance Co., Ltd.		75,094
	5,600		Chubb Corp.		296,296
	2,000		Cigna Corp.		263,140
	680		Delphi Financial Group		27,513
	620	@@	Everest Re Group Ltd.		60,828
	802		Fidelity National Title Group, Inc.		19,152
	8,000		Genworth Financial, Inc.		273,680
	3,892		Hartford Financial Services Group, Inc.		363,163
	1,370		HCC Insurance Holdings, Inc.		43,963
	950		Horace Mann Educators Corp.		19,190
	342	L	Landamerica Financial Group, Inc.		21,584
	50,645	@@	Legal & General Group PLC		155,646
	7,100		Loews Corp.		294,437
	7,450		Metlife, Inc.		439,625
	642	@@	Muenchener Rueckversicherungs AG		110,618
	1,060		Old Republic International Corp.		24,677
	756	@	Philadelphia Consolidated Holding Co.		33,687
	330		PMI Group, Inc.		15,566
	580	L	Presidential Life Corp.		12,731
	530	@,L	ProAssurance Corp.		26,458
	12,200		Progressive Corp.		295,484
	870		Protective Life Corp.		41,325
	4,805		Prudential Financial, Inc.		412,557
	480		Radian Group, Inc.		25,877
	1,823		Safeco Corp.		114,029
	330	L	Safety Insurance Group, Inc.		16,734
	482	L	Selective Insurance Group		27,614
	790		Stancorp Financial Group, Inc.		35,590
	680		Unitrin, Inc.		34,075
	1,691		WR Berkley Corp.		58,356
	570		Zenith National Insurance Corp.		26,739
	440	@@	Zurich Financial Services AG		118,046
					5,332,660
			Internet: 0.3%
	160	@	Digital Insight Corp.		6,158

Shares				Value
	700	@	Google, Inc.	$	322,336
	260	@,L	j2 Global Communications, Inc.		7,085
	707	@	McAfee, Inc.		20,065
	1,170	@	Napster, Inc.		4,247
	620	@	PC-Tel, Inc.		5,797
	490	@	Stamps.com, Inc.		7,718
	1,450	L	United Online, Inc.		19,256
	4,100	@	VeriSign, Inc.		98,605
	120	@	WebEx Communications, Inc.		4,187
					495,454
			Iron/Steel: 0.5%
	15,700	@@	BlueScope Steel Ltd.		106,465
	120		Carpenter Technology Corp.		12,302
	390		Chaparral Steel Co.		17,265
	180	L	Cleveland-Cliffs, Inc.		8,719
	4,800		Nucor Corp.		262,368
	600		Ryerson, Inc.		15,054
	250		Steel Dynamics, Inc.		8,113
	270		Steel Technologies, Inc.		4,739
	38,000	@@	Sumitomo Metal Industries Ltd.		164,985
	2,300		United States Steel Corp.		168,222
					768,232
			Leisure Time: 0.4%
	2,498	@@	Carnival PLC		126,191
	25,151	@@	First Choice Holidays PLC		139,735
	193	L	Polaris Industries, Inc.		9,038
	2,600		Sabre Holdings Corp.		82,914
	4,900	@@	Yamaha Motor Co., Ltd.		154,025
					511,903
			Lodging: 0.0%
	200	@	Aztar Corp.		10,884
					10,884
			Machinery-Construction & Mining: 0.3%
	3,602	@@	Atlas Copco AB		116,411
	2,500		Caterpillar, Inc.		153,325
	5,200	@,@@	Hitachi Construction Machinery Co., Ltd.		139,642
	650		Joy Global, Inc.		31,421
					440,799
			Machinery-Diversified: 0.1%
	60	@	AGCO Corp.		1,856
	1,000		Cummins, Inc.		118,180
	830	@	Gardner Denver, Inc.		30,967
	283		IDEX Corp.		13,417
	340		Manitowoc Co., Inc.		20,206
					184,626
			Media: 1.4%
	2,600		CBS Corp.		81,068
	2,000		Clear Channel Communications, Inc.		71,080
	7,000	@,L	Comcast Corp.		296,310
	10,600	@,L	DIRECTV Group, Inc.		264,364
	4,700		McGraw-Hill Cos., Inc.		319,694
	8,000		News Corp., Inc.		171,840
	380	L	Reader's Digest Association, Inc.		6,346
	10,968	@@	Reed Elsevier PLC		120,296
	3,543	@@	Vivendi		138,192

See Accompanying Notes to Financial Statements
63

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Media (continued)
	16,300		Walt Disney Co.	$	558,601
	30		Washington Post		22,368
					2,050,159
			Metal Fabricate/Hardware: 0.0%
	290		AM Castle & Co.		7,381
	820		Commercial Metals Co.		21,156
	553	L	Quanex Corp.		19,128
					47,665
			Mining: 0.2%
	7,793	@@	BHP Billiton Ltd.		154,996
	840	L	Phelps Dodge Corp.		100,565
					255,561
			Miscellaneous Manufacturing: 2.3%
	2,800		3M Co.		218,204
	640	L	Acuity Brands, Inc.		33,306
	540	L	AO Smith Corp.		20,282
	161	L	Aptargroup, Inc.		9,505
	80	@	Ceradyne, Inc.		4,520
	2,100		Cooper Industries Ltd.		189,903
	1,240		Crane Co.		45,434
	4,800	L	Eastman Kodak Co.		123,840
	2,800		Eaton Corp.		210,392
	520	@	EnPro Industries, Inc.		17,269
	39,750		General Electric Co.		1,479,098
	50		Harsco Corp.		3,805
	11,800		Honeywell International, Inc.		533,832
	2,400		Parker Hannifin Corp.		184,512
	420		Pentair, Inc.		13,188
	140		Roper Industries, Inc.		7,034
	340		Standex International Corp.		10,244
	550	@,L	Sturm Ruger & Co., Inc.		5,280
	843		Teleflex, Inc.		54,424
	240		Tredegar Corp.		5,426
	7,900	@@	Tyco International Ltd.		240,160
					3,409,658
			Office Furnishings: 0.0%
	1,291	L	Herman Miller, Inc.		46,941
					46,941
			Office/Business Equipment: 0.2%
	14,700	@	Xerox Corp.		249,165
					249,165
			Oil & Gas: 4.2%
	5,800	L	Anadarko Petroleum Corp.		252,416
	12,727		Chevron Corp.		935,816
	421		Cimarex Energy Co.		15,367
	5,400		ConocoPhillips		388,530
	1,020		ENSCO International, Inc.		51,061
	3,900	@@	ERG S.p.A.		89,034
	30,000		ExxonMobil Corp.		2,298,900
	320	@	Forest Oil Corp.		10,458
	1,316		Frontier Oil Corp.		37,822
	2,316		Helmerich & Payne, Inc.		56,673
	3,800		Marathon Oil Corp.		351,500
	960	@	Newfield Exploration Co.		44,112
	1,170	L	Noble Energy, Inc.		57,412
	4,260	@@	Norsk Hydro ASA		131,494
	8,100		Occidental Petroleum Corp.		395,523

Shares				Value
	330	L	Penn Virginia Corp.	$	23,113
	847	@@	Petroleo Brasileiro SA		87,233
	60		Pioneer Natural Resources Co.		2,381
	20	@	Plains Exploration & Production Co.		951
	6,989	@@	Royal Dutch Shell PLC - Class B		244,355
	9,142	@@	Santos Ltd.		71,147
	2,800	@@	Sasol, Ltd. ADR		103,320
	440	@	Southwestern Energy Co.		15,422
	780	L	St. Mary Land & Exploration Co.		28,735
	150	@,L	Stone Energy Corp.		5,303
	2,800	@@	Total SA		201,481
	6,400		Valero Energy Corp.		327,424
					6,226,983
			Oil & Gas Services: 0.6%
	500	@	Grant Prideco, Inc.		19,885
	10,700	L	Halliburton Co.		332,235
	470	@,L	Helix Energy Solutions Group, Inc.		14,744
	120	@	Lone Star Technologies		5,809
	4,750	@,@@	Petroleum Geo-Services		111,182
	4,100	L	Schlumberger Ltd.		258,956
	310	@,L	SEACOR Holdings, Inc.		30,733
	1,210		Tidewater, Inc.		58,516
	190	@,L	Veritas DGC, Inc.		16,270
					848,330
			Packaging & Containers: 0.1%
	2,600	@	Pactiv Corp.		92,794
	1,400		Sonoco Products Co.		53,284
					146,078
			Pharmaceuticals: 2.6%
	5,700		Abbott Laboratories		277,647
	3,900		AmerisourceBergen Corp.		175,344
	3,120	@@	AstraZeneca PLC		167,205
	160	@	Cephalon, Inc.		11,266
	5,500	@	Forest Laboratories, Inc.		278,300
	8,900	@@	GlaxoSmithKline PLC		234,255
	4,800	@,L	King Pharmaceuticals, Inc.		76,416
	320		Medicis Pharmaceutical Corp.		11,242
	16,700		Merck & Co., Inc.		728,120
	3,900		Mylan Laboratories		77,844
	450	@	NBTY, Inc.		18,707
	620	@,L	Noven Pharmaceuticals, Inc.		15,779
	1,264	@@	Omega Pharma SA		95,117
	150		Omnicare, Inc.		5,795
	26,900		Pfizer, Inc.		696,710
	1,350	@@	Roche Holding AG		241,533
	17,400		Schering-Plough Corp.		411,336
	500	@,L	Sepracor, Inc.		30,790
	900	@	Theragenics Corp.		2,790
	240	@,L	USANA Health Sciences, Inc.		12,398
	5,100		Wyeth		259,692
					3,828,286
			Pipelines: 0.2%
	2,800		Questar Corp.		232,540
					232,540
			Real Estate: 0.1%
	8,000	@@	Cheung Kong Holdings Ltd.		98,274
					98,274

See Accompanying Notes to Financial Statements
64

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Real Estate Investment Trusts: 0.2%
	590		AMB Property Corp.	$	34,580
	250		Colonial Properties Trust		11,720
	1,500		Equity Office Properties Trust		72,255
	120		Essex Property Trust, Inc.		15,510
	220		Highwoods Properties, Inc.		8,967
	1,260	L	Hospitality Properties Trust		59,888
	260		Longview Fibre Co.		5,707
	170		LTC Properties, Inc.		4,643
	310		Macerich Co.		26,837
	310		Regency Centers Corp.		24,233
					264,340
			Retail: 2.7%
	110	@	99 Cents Only Stores		1,339
	328		Abercrombie & Fitch Co.		22,839
	480		Advance Auto Parts, Inc.		17,069
	850	@,L	Aeropostale, Inc.		26,240
	1,509	L	American Eagle Outfitters		47,096
	1,070	@	AnnTaylor Stores Corp.		35,139
	120		Barnes & Noble, Inc.		4,765
	2,000	@,L	Big Lots, Inc.		45,840
	240		Brinker International, Inc.		7,238
	540	L	Brown Shoe Co., Inc.		25,780
	80		Cash America International, Inc.		3,752
	1,720	@,L	Charming Shoppes, Inc.		23,272
	680	@,L	Chico's FAS, Inc.		14,069
	120	@,L	Childrens Place Retail Stores, Inc.		7,622
	860	L	Christopher & Banks Corp.		16,048
	826	L	Claire's Stores, Inc.		27,374
	1,340	@	Dollar Tree Stores, Inc.		40,334
	4,100	@@	Don Quijote Co., Ltd.		78,267
	950	@,L	Dress Barn, Inc.		22,164
	2,900		Family Dollar Stores, Inc.		85,057
	6,700		Federated Department Stores, Inc.		255,471
	9,800		Gap, Inc.		191,100
	440	L	Group 1 Automotive, Inc.		22,757
	6,950	L	Home Depot, Inc.		279,112
	510	@,L	Jack in the Box, Inc.		31,130
	4,100	@	Kohl's Corp.		280,563
	5,100		Lowe's Cos., Inc.		158,865
	10,900	L	McDonald's Corp.		483,197
	782	L	Men's Wearhouse, Inc.		29,919
	3,900	L	Nordstrom, Inc.		192,426
	4,800	@,L	Office Depot, Inc.		183,216
	1,300		OfficeMax, Inc.		64,545
	300		OSI Restaurant Partners, Inc.		11,760
	170	@,L	Panera Bread Co.		9,505
	891	@	Payless Shoesource, Inc.		29,243
	1,230		Petsmart, Inc.		35,498
	1,760		Ross Stores, Inc.		51,568
	380	@	Saks, Inc.		6,772
	370	@,L	School Specialty, Inc.		13,871
	1,049	@,L	Select Comfort Corp.		18,242
	3,000	@@	Seven & I Holdings Co., Ltd.		93,285
	1,148	@	Sonic Corp.		27,495
	2,600	@,L	Starbucks Corp.		92,092
	2,900		Target Corp.		165,445
	7,500		TJX Cos., Inc.		213,900
	412	@,L	Tween Brands, Inc.		16,451
	9,450		Wal-Mart Stores, Inc.		436,401
					3,945,133

Shares				Value
			Savings & Loans: 0.0%
	470	L	Anchor Bancorp. Wisconsin, Inc.	$	13,545
	730	L	Bankunited Financial Corp.		20,411
	120	L	Fidelity Bankshares, Inc.		4,760
	350	@,L	FirstFed Financial Corp.		23,440
					62,156
			Semiconductors: 0.8%
	700	@,L	Actel Corp.		12,712
	6,000	@	Altera Corp.		118,080
	3,930	@,L	Atmel Corp.		23,777
	1,590	@,L	Brooks Automation, Inc.		22,896
	210	@	Cree, Inc.		3,637
	580	@	DSP Group, Inc.		12,586
	1,900	@	Fairchild Semiconductor International, Inc.		31,939
	2,330	@	Integrated Device Technology, Inc.		36,068
	19,400		Intel Corp.		392,850
	616	@	Lam Research Corp.		31,182
	7,100	@,L	LSI Logic Corp.		63,900
	830	@,L	MEMC Electronic Materials, Inc.		32,486
	883		Microchip Technology, Inc.		28,874
	13,500	@,L	Micron Technology, Inc.		188,460
	2,100	@	Novellus Systems, Inc.		72,282
	770	@	Pericom Semiconductor Corp.		8,832
	1,650	@	Semtech Corp.		21,566
	3,000	@@	Shinko Electric Industries		78,179
	200	@,L	Teradyne, Inc.		2,992
	310	@,L	Varian Semiconductor Equipment Associates, Inc.		14,111
					1,197,409
			Software: 1.5%
	760		Acxiom Corp.		19,494
	490	@,L	Altiris, Inc.		12,436
	210	@,L	Ansys, Inc.		9,133
	3,900	@	BMC Software, Inc.		125,580
	800	@	Captaris, Inc.		6,216
	330	@,L	Cerner Corp.		15,015
	8,100	@	Compuware Corp.		67,473
	730	@,L	CSG Systems International		19,513
	1,140	@	Dendrite International, Inc.		12,209
	344	@	Dun & Bradstreet Corp.		28,480
	610		Fair Isaac Corp.		24,797
	10,700		First Data Corp.		273,064
	360		Global Payments, Inc.		16,668
	320	@	Hyperion Solutions Corp.		11,501
	110		Inter-Tel, Inc.		2,438
	570	@	Mapinfo Corp.		7,439
	33,250		Microsoft Corp.		992,845
	100	@,L	Open Solutions, Inc.		3,764
	13,600	@	Oracle Corp.		233,104
	170	@	Per-Se Technologies, Inc.		4,723
	150	@	SPSS, Inc.		4,511
	1,436	@,L	Sybase, Inc.		35,469
	6,061	@,@@,L	Tele Atlas NV		127,468
	2,835	@,@@	Tomtom, Inc.		122,066
					2,175,406
			Telecommunications: 2.9%
	690	@	3Com Corp.		2,836
	830	@	Adaptec, Inc.		3,868
	13,357	@@	Alcatel SA		190,564

See Accompanying Notes to Financial Statements
65

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Telecommunications (continued)
	170	@	Andrew Corp.	$	1,739
	190	@	Anixter International, Inc.		10,317
	15,500		AT&T, Inc.		554,125
	9,000	@,L	Avaya, Inc.		125,820
	7,300		BellSouth Corp.		343,903
	670	@	C-COR, Inc.		7,464
	2,590	@	Cincinnati Bell, Inc.		11,836
	35,950	@	Cisco Systems, Inc.		982,500
	110		Commonwealth Telephone Enterprises, Inc.		4,605
	890	@,L	Ditech Networks, Inc.		6,159
	548		Harris Corp.		25,131
	21,500		Motorola, Inc.		442,040
	660	@	Network Equipment Technologies, Inc.		3,841
	28	@@	Nippon Telegraph & Telephone Corp.		138,082
	1,759	@@	Orascom Telecom GDR		116,220
	5,500		Qualcomm, Inc.		207,845
	12,000		Sprint Nextel Corp.		226,680
	69,466	@@	Telecom Italia S.p.A.		175,916
	2,570	@@	Telekomunikasi Indonesia Tbk PT ADR		117,192
	425		Telephone & Data Systems, Inc.		23,090
	1,220	@	Utstarcom, Inc.		10,675
	11,600		Verizon Communications, Inc.		431,984
	50,250	@@	Vodafone Group PLC		138,774
					4,303,206
			Textiles: 0.0%
	260		Angelica Corp.		6,708
	700	@,L	Mohawk Industries, Inc.		52,402
					59,110
			Toys/Games/Hobbies: 0.2%
	3,000		Hasbro, Inc.		81,750
	6,300		Mattel, Inc.		142,758
					224,508
			Transportation: 0.3%
	1,060	L	CH Robinson Worldwide, Inc.		43,343
	19	@@	East Japan Railway Co.		126,651
	120		Expeditors International Washington, Inc.		4,860
	660	@	HUB Group, Inc.		18,183
	410	@	Kansas City Southern		11,882
	290	@,L	Kirby Corp.		9,898
	317	L	Landstar System, Inc.		12,103
	13,000	@@	Mitsui OSK Lines Ltd.		128,397
	690	@,L	Old Dominion Freight Line		16,608
	787		Overseas Shipholding Group		44,308
	210	@	Swift Transportation Co., Inc.		5,517
	50	@	YRC Worldwide, Inc.		1,887
					423,637
			Water: 0.1%
	1,978	@@	Veolia Environnement		150,850
					150,850
Total Common Stock (Cost $56,523,361)					68,765,791

Shares				Value
EQUITY-LINKED SECURITIES: 0.3%
			Equity Linked Securities: 0.3%
	500,000		KAUP Bank	$	469,407
Total Equity-Linked Securities (Cost $500,000)					469,407
PREFERRED STOCK: 0.8%
			Banks: 0.2%
	14,000	P	Bank of American Corp.		349,300
					349,300
			Diversified Financial Services: 0.2%
	10,000	P	Merrill Lynch & Co., Inc.		260,800
					260,800
			Insurance: 0.4%
	13,125	@@,P	Aegon NV		340,916
	11,400	P	Metlife, Inc.		299,934
					640,850
Total Preferred Stock (Cost $1,204,428)					1,250,950
Principal Amount
CORPORATE BONDS/NOTES: 8.3%
			Banks: 3.4%
$	230,000	@@,C	Australia & New Zealand Banking Group Ltd., 5.556%, due 10/29/49	$	200,251
	138,000	@@,#,C	Banco Mercantil del Norte SA, 6.135%, due 10/13/16		138,736
	94,000	@@	Banco Santander Chile SA, 7.375%, due 07/18/12		102,902
	110,000	@@,C	Bank of Ireland, 5.625%, due 12/29/49		95,801
	90,000	@@,C	Bank of Nova Scotia, 5.625%, due 08/21/85		76,401
	50,000		Bank of Scotland, 5.563%, due 11/30/49		43,029
	61,000	C	BankAmerica Capital II, 8.000%, due 12/15/26		63,508
	60,000	@@,C	Barclays Bank PLC, 5.750%, due 12/31/49		52,484
	150,000	@@,C,L	BNP Paribas, 5.445%, due 09/29/49		128,644
	122,000	@@,#,C	Chuo Mitsui Trust & BankingCo., Ltd., 5.506%, due 04/15/49		116,717
	100,000	@@,C	Den Norske Bank ASA, 5.563%, due 08/29/49		85,000
	20,000	@@,C	Den Norske Bank ASA, 5.625%, due 11/29/49		17,289
	143,000	#,C	Dresdner Funding Trust I, 8.151%, due 06/30/31		172,741
	307,000	@@,#,C	HBOS PLC, 5.375%, due 11/29/49		302,748
	350,000	@@,C	HSBC Bank PLC, 5.475%, due 06/29/49		297,500
	180,000	@@,C	HSBC Bank PLC, 5.688%, due 06/29/49		156,150
	220,000	@@,C	Lloyds TSB Bank PLC, 5.560%, due 08/29/49		189,923

See Accompanying Notes to Financial Statements
66

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Banks (continued)
$	20,000	@@,C,L	Lloyds TSB Bank PLC, 5.563%, due 11/29/49	$	17,406
	222,000	C	M&I Capital Trust A, 7.650%, due 12/01/26		229,800
	123,000	C	Mellon Capital I, 7.720%, due 12/01/26		128,070
	120,000	@@,C	Mizuho Financial Group Cayman Ltd., 8.375%, due 12/31/49		126,845
	130,000	@@,C,L	National Australia Bank Ltd., 5.556%, due 10/29/49		112,844
	20,000	@@,C	National Westminster Bank PLC, 5.500%, due 11/29/49		17,152
	139,000	#,C	Rabobank Capital Funding II, 5.260%, due 12/29/49		136,130
	64,000	#,C	Rabobank Capital Funding Trust, 5.254%, due 12/31/49		61,822
	36,000	C,L	RBS Capital Trust I, 5.512%, due 09/30/49		35,638
	162,000	@@,#,C	Resona Bank Ltd., 5.850%, due 09/29/49		158,465
	370,000	@@,C	Royal Bank of Scotland Group PLC, 5.563%, due 12/29/49		317,475
	110,000	@@,C	Societe Generale, 5.438%, due 11/29/49		95,056
	270,000	@@,C	Standard Chartered PLC, 5.500%, due 07/29/49		223,425
	410,000	@@,C,L	Standard Chartered PLC, 5.625%, due 11/29/49		344,400
	40,000	@@,C	Standard Chartered PLC, 5.730%, due 01/29/49		33,100
	133,000	@@,C	Sumitomo Mitsui Banking Corp., 8.150%, due 08/01/49		137,968
	113,000	C	Wachovia Capital Trust III, 5.800%, due 12/31/49		114,038
	100,000	@@,C	Westpac Banking Corp., 5.525%, due 09/30/49		85,584
	181,000	#,C	Westpac Capital Trust IV, 5.256%, due 12/29/49		172,336
	219,000	@@,#,C	Woori Bank, 6.125%, due 05/03/16		223,850
					5,011,228
			Beverages: 0.1%
	167,000	@@	Cia Brasileira de Bebidas, 8.750%, due 09/15/13		195,390
					195,390
			Chemicals: 0.1%
	50,000		Stauffer Chemical, 5.620%, due 04/15/10		41,777
	80,000		Stauffer Chemical, 5.890%, due 04/15/18		41,919
	90,000		Stauffer Chemical, 7.670%, due 04/15/17		49,990
					133,686
			Diversified Financial Services: 2.3%
	290,000	@@,#,C	Aiful Corp., 4.450%, due 02/16/10		278,347
	209,570	@@,#	Brazilian Merchant Voucher Receivables Ltd., 5.911%, due 06/15/11		206,426

Principal Amount				Value
$	137,000	C	Citigroup Capital II, 7.750%, due 12/01/36	$	141,663
	232,000	#,C	Corestates Capital Trust I, 8.000%, due 12/15/26		241,605
	136,000	#	Farmers Exchange Capital, 7.200%, due 07/15/48		139,739
	85,000	@@,C	Financiere CSFB NV, 5.485%, due 03/29/49		72,888
	166,000	C	Fund American Cos., Inc., 5.875%, due 05/15/13		165,225
	163,000	#,C	HVB Funding Trust III, 9.000%, due 10/22/31		212,585
	127,000	C	JPM Capital Trust I, 7.540%, due 01/15/27		131,769
	147,000	C	JPM Capital Trust II, 7.950%, due 02/01/27		152,975
	269,000	#,C	Mangrove Bay Pass-Through Trust, 6.102%, due 07/15/33		263,242
	211,000	@@,C	MUFG Capital Finance 1 Ltd., 6.346%, due 12/31/49		214,522
	100,000	@@,C	Paribas, 5.500%, due 12/31/49		86,272
	65,333	@@,#,C	Petroleum Export Ltd., 4.623%, due 06/15/10		64,337
	98,717	@@,#,C	Petroleum Export Ltd., 5.265%, due 06/15/11		96,123
	259,267	@@,#,C	PF Export Receivables Master Trust, 6.436%, due 06/01/15		264,614
	299,000	@@,#,C	Preferred Term Securities Ltd., 5.860%, due 03/23/35		300,121
	842,089	#	Toll Road Investors Partnership II LP, 17.590%, due 02/15/45		107,916
	100,000	#,C	Twin Reefs Pass-Through Trust, 6.350%, due 12/10/49		100,190
	179,000	@@,C,L	UFJ Finance Aruba AEC, 8.750%, due 12/31/49		189,009
					3,429,568
			Electric: 0.5%
	136,000	C	Commonwealth Edison Co., 5.950%, due 08/15/16		137,747
	27,000	@@	Empresa Nacional de Electricidad SA, 7.325%, due 02/01/37		29,411
	137,000	@@,L	Empresa Nacional de Electricidad SA, 8.625%, due 08/01/15		161,543
	59,000	C,L	FirstEnergy Corp., 6.450%, due 11/15/11		61,590
	83,972	#	Power Contract Financing, LLC, 6.256%, due 02/01/10		84,456
	31,843		PPL Montana, LLC, 8.903%, due 07/02/20		35,143
	183,000	C	Southern Co. CAP Trust I, 8.190%, due 02/01/37		190,857
					700,747
			Healthcare-Products: 0.1%
	99,000	C	Boston Scientific Corp., 7.000%, due 11/15/35		98,927
					98,927
			Home Builders: 0.1%
	159,000	L	D.R. Horton, Inc., 5.625%, due 09/15/14		153,811
					153,811

See Accompanying Notes to Financial Statements
67

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Multi-National: 0.1%
$	92,000	@@	Corp. Andina de Fomento CAF, 5.125%, due 05/05/15	$	88,711
					88,711
			Oil & Gas: 0.4%
	131,000	@@,#	EMP Nacional Del Petrole, 4.875%, due 03/15/14		124,624
	27,000	@@,#	Empresa Nacional de Petroleo ENAP, 6.750%, due 11/15/12		28,484
	63,000	C	Pemex Project Funding Master Trust, 6.625%, due 06/15/35		64,528
	221,000	#	Pemex Project Funding Master Trust, 6.660%, due 06/15/10		227,409
	130,000	@@,#,C	Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, due 09/30/20		124,849
					569,894
			Pipelines: 0.2%
	357,000	#,C	Cameron Highway Oil Pipelines, 5.860%, due 12/15/17		349,079
					349,079
			Real Estate Investment Trusts: 0.2%
	48,000	C	Liberty Property LP, 6.375%, due 08/15/12		50,065
	152,000	C	Liberty Property LP, 7.750%, due 04/15/09		159,060
	140,000	C	Simon Property Group LP, 5.000%, due 03/01/12		137,690
					346,815
			Savings & Loans: 0.1%
	118,000	C	Great Western Financial, 8.206%, due 02/01/27		123,041
					123,041
			Sovereign: 0.5%
	607,000	L	Fannie Mae, 7.250%, due 01/15/10		646,224
					646,224
			Telecommunications: 0.2%
	129,000	C	Sprint Capital Corp., 6.875%, due 11/15/28		129,493
	174,000	@@,C	TELUS Corp., 8.000%, due 06/01/11		190,453
					319,946
Total Corporate Bonds/Notes (Cost $12,231,243)					12,167,067
U.S. GOVERNMENT AGENCY OBLIGATIONS: 15.3%
			Federal Home Loan Bank: 0.2%
	327,000	L	5.625%, due 06/13/16		337,158
					337,158
			Federal Home Loan Mortgage Corporation: 3.6%
	495,102	C	4.500%, due 12/15/16		486,110
	396,708	C	5.000%, due 08/15/16		391,100
	477,000	C	5.000%, due 05/15/20		462,582
	302,000	L	5.125%, due 04/18/08		302,017

Principal Amount				Value
$	333,000		5.125%, due 04/18/11	$	335,627
	618,000	W	5.500%, due 01/00/00		611,240
	1,090,000	C	5.750%, due 05/11/11		1,091,168
	342,000		5.750%, due 06/27/16		356,598
	412,897	C	6.000%, due 01/15/29		418,419
	627,000		6.625%, due 09/15/09		653,422
	171,726		7.000%, due 11/01/31		176,696
					5,284,979
			Federal National Mortgage Association: 11.2%
	624,000		4.500%, due 11/15/36		584,805
	271,000	W	4.500%, due 01/00/00		261,430
	260,373		4.806%, due 08/01/35		256,978
	326,000	L	4.875%, due 12/15/16		322,981
	6,912,000	W	5.000%, due 01/12/36		6,674,400
	1,062,000	W	5.000%, due 01/15/20		1,044,079
	814,000	L	5.250%, due 08/01/12		818,938
	362,000		5.250%, due 09/15/16		369,241
	1,074,000	W	5.500%, due 01/12/36		1,061,582
	14,110		5.500%, due 01/01/18		14,148
	250,416		5.500%, due 02/01/18		250,476
	396,000	W	5.500%, due 01/15/20		396,000
	933,000		5.500%, due 05/25/30		917,686
	279,204		5.500%, due 11/01/33		276,502
	242,152		5.500%, due 11/01/36		237,952
	418,867		5.500%, due 12/25/36		407,590
	491,000	C	5.600%, due 03/29/11		491,165
	762,000		6.000%, due 01/15/34		767,239
	294,873		6.000%, due 08/01/16		299,353
	282,453		6.000%, due 04/25/31		287,838
	198,000	W	6.500%, due 01/15/35		201,774
	351,230		6.500%, due 07/01/29		357,970
	62,532		7.000%, due 02/01/31		64,406
	31,622		7.500%, due 09/01/31		32,911
					16,397,444
			Government National Mortgage Association: 0.3%
	35,068		6.500%, due 01/15/29		36,079
	31,458		6.500%, due 10/15/31		32,339
	70,758		6.500%, due 01/15/32		72,718
	23,295		7.000%, due 01/15/28		24,080
	129,092		7.000%, due 02/15/28		133,445
	165,794		7.500%, due 12/15/23		172,952
					471,613
Total U.S. Government Agency Obligations (Cost $22,645,267)					22,491,194
U.S. TREASURY OBLIGATIONS: 6.4%
			U.S. Treasury Bonds: 4.6%
	650,000	L	4.500%, due 11/30/11		644,415
	2,719,000	L	4.500%, due 02/15/36		2,586,451
	2,346,000	L	4.625%, due 11/15/16		2,331,340
	552,000	L	6.000%, due 02/15/26		626,219
	538,000	L	6.250%, due 08/15/23		619,415
					6,807,840
			Treasury Inflation Protected Securities: 0.7%
	346,000		2.000%, due 01/15/16		339,782
	631,000	L	2.375%, due 04/15/11		639,176
					978,958

See Accompanying Notes to Financial Statements
68

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal
Amount

Value

U.S. Treasury Notes: 0.9%

655,000

4.625%, due 11/30/08

652,825

616,000

4.625%, due 11/15/09

614,268

1,267,093

U.S. Treasury Principal Only
STRIP: 0.2%

1,291,000

Discount Note, due 02/15/36

327,128

327,128

Total U.S. Treasury Obligations
(Cost $9,378,259)

9,381,019

ASSET-BACKED SECURITIES: 0.7%

Automobile Asset-Backed
Securities: 0.0%

28,000

AmeriCredit Automobile
Receivables Trust, 4.220%,
due 07/06/09

27,796

23,413

Honda Auto Receivables Owner
Trust, 2.790%, due 03/16/09

23,209

51,005

Credit Card Asset-Backed
Securities: 0.1%

115,000

Bank One Issuance Trust,
4.540%, due 09/15/10

113,960

113,960

Home Equity Asset-Backed
Securities: 0.1%

18,000

Renaissance Home Equity
Loan Trust, 4.456%, (step
rate 4.956%), due 05/25/35

17,834

72,000

Renaissance Home Equity
Loan Trust, 5.608%, (step
rate 6.108%), due 05/25/36

71,997

100,000

Wells Fargo Home Equity Trust,
3.970%, due 05/25/34

97,921

187,752

Other Asset-Backed Securities: 0.5%

25,000

Caterpillar Financial Asset Trust,
5.590%, due 02/25/09

24,996

205,000

Countrywide Asset-Backed
Certificates, 5.683%,
due 10/25/46

204,936

28,000

Countrywide Asset-Backed
Certificates, 5.689%,
due 10/25/46

28,061

148,999

Credit-Based Asset Servicing and Securitization, 5.501%, (step
rate 6.001%), due 12/25/36

148,669

124,000

Equity One, Inc., 5.050%,
due 09/25/33

122,341

98,000

Merrill Lynch Mortgage Investors,
Inc., 5.609%, (step rate
6.109%), due 03/25/37

97,877

2,784

Popular Mortgage Pass-Through
Trust, 3.735%, due 12/25/34

2,776

41,000

Popular Mortgage Pass-Through
Trust, 4.000%, due 12/25/34

40,586

670,242

Total Asset-Backed Securities
(Cost $1,026,707)

1,022,959

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS: 15.9%
$	10,000	C	Banc of America Commercial Mortgage, Inc., 4.429%, due 11/10/39	$	9,666
	190,000	C	Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		187,868
	38,000	C	Banc of America Commercial Mortgage, Inc., 4.877%, due 11/10/42		37,622
	47,176	C	Banc of America Commercial Mortgage, Inc., 5.685%, due 07/10/44		47,572
	20,000	C	Banc of America Commercial Mortgage, Inc., 6.186%, due 06/11/35		20,812
	321,944	C	Banc of America Funding Corp., 5.858%, due 05/20/36		321,401
	106,000	C	Banc of America Mortgage Securities, 4.147%, due 07/25/34		103,223
	123,386	C	Banc of America Mortgage Securities, 5.250%, due 11/25/19		122,131
	100,723	C	Banc of America Mortgage Securities, 5.500%, due 11/25/33		99,272
	345,376	C	Bank of America Alternative Loan Trust, 6.290%, due 11/25/21		348,781
	538,188	C	Bank of America Alternative Loan Trust, 6.500%, due 04/25/36		545,084
	266,095	C	Bank of America Alternative Loan Trust, 6.500%, due 05/25/46		269,261
	26,000	C	Bear Stearns Commercial Mortgage Securities, 4.030%, due 02/13/46		25,158
	37,000	C	Capco America Securitization Corp., 6.460%, due 10/15/30		37,717
	10,000	C	Citigroup Commercial Mortgage Trust, 4.639%, due 05/15/43		9,814
	47,525	C	Citigroup Commercial Mortgage Trust, 5.720%, due 03/15/49		48,162
	386,490	C	Countrywide Alternative Loan Trust, 5.416%, due 10/25/35		381,658
	493,652	C	Countrywide Alternative Loan Trust, 5.500%, due 02/25/25		491,699
	975,000	C	Credit Suisse First Boston Mortgage Securities Corp., 3.861%, due 03/15/36		954,444
	82,000	C	Credit Suisse First Boston Mortgage Securities Corp., 7.544%, due 04/15/62		88,358
	47,805	C	Credit Suisse Mortgage Capital Certificates, 4.991%, due 06/15/38		47,475
	456,098	C	DLJ Commercial Mortgage Corp., 6.240%, due 11/12/31		461,361
	1,090,000	C	DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32		1,132,601
	132,356	C	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39		129,676

See Accompanying Notes to Financial Statements
69

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
$	40,000	C	GE Capital Commercial Mortgage Corp., 4.865%, due 07/10/39	$	39,396
	10,978	C	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		11,052
	209,980	C	GMAC Mortgage Corp. Loan Trust, 4.604%, due 10/19/33		203,652
	142,064	C	GMAC Mortgage Corp. Loan Trust, 5.500%, due 09/25/34		141,085
	110,000	C	Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37		109,678
	25,000	C	Greenwich Capital Commercial Funding Corp., 5.912%, due 07/10/38		25,716
	77,259	#,C	GSMPS Mortgage Loan Trust, 5.700%, due 01/25/35		77,621
	30,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.449%, due 01/12/38		29,183
	10,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.289%, due 05/15/45		10,020
	18,721	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.833%, due 04/15/45		18,954
	142,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.861%, due 04/15/45		145,931
	791,251	C	JP Morgan Mortgage Trust, 5.408%, due 11/25/35		781,360
	21,000	C	LB-UBS Commercial Mortgage Trust, 4.201%, due 12/15/29		20,446
	66,000	C	LB-UBS Commercial Mortgage Trust, 4.547%, due 08/15/29		64,425
	23,000	C	LB-UBS Commercial Mortgage Trust, 4.567%, due 06/15/29		22,669
	74,000	C	LB-UBS Commercial Mortgage Trust, 4.583%, due 08/15/29		72,163
	153,000	C	LB-UBS Commercial Mortgage Trust, 4.821%, due 04/15/30		151,135
	21,000	C	LB-UBS Commercial Mortgage Trust, 4.836%, due 02/15/40		20,193
	10,000	C	LB-UBS Commercial Mortgage Trust, 4.885%, due 09/15/30		9,910
	87,000	C	LB-UBS Commercial Mortgage Trust, 5.103%, due 11/15/30		86,733
	44,000	C	LB-UBS Commercial Mortgage Trust, 5.207%, due 02/15/31		43,859
	48,347	C	LB-UBS Commercial Mortgage Trust, 5.741%, due 06/15/32		49,006
	153,000	C	LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		159,799
	121,000	C	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		128,214
	300,000		MASTR Alternative Loans Trust, Discount Note, due 12/25/36		300,000
	316,255	C	MASTR Alternative Loans Trust, 5.500%, due 01/25/20		315,786
	895,845	C	MASTR Asset Securitization Trust, 5.500%, due 06/25/33		879,608
	2,497,006	C	MASTR Reperforming Loan Trust, 5.680%, due 07/25/35		2,502,322

Principal Amount						Value
$	54,000	C			Merrill Lynch Mortgage Trust, 5.660%, due 05/12/39	$	55,176
	50,000	C			Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.439%, due 02/12/39		50,367
	120,000	C			Morgan Stanley Capital I, 4.827%, due 06/12/47		117,857
	300,000	C			Morgan Stanley Capital I, 5.007%, due 01/14/42		296,809
	96,787	C			Morgan Stanley Capital I, 5.490%, due 07/12/44		97,513
	100,000	C			Morgan Stanley Capital I, 5.741%, due 08/12/41		102,317
	118,596	C			Morgan Stanley Dean Witter Capital I, 4.180%, due 03/12/35		114,642
	206,756	C			RAAC Series, 5.250%, due 09/25/34		204,330
	152,216	C			RAST 2006-A10 A5, 6.500%, due 09/25/36		153,155
	315,959	C			Residential Accredit Loans, Inc., 5.720%, due 04/25/35		317,188
	150,506		+,	C	Thornburg Mortgage Securities Trust, 5.720%, (step rate 6.060%), due 09/25/34		151,313
	10,000	C			Wachovia Bank Commercial Mortgage Trust, 5.223%, due 07/15/42		9,996
	47,014	C			Wachovia Bank Commercial Mortgage Trust, 5.726%, due 06/15/45		47,465
	50,000	C			Wachovia Bank Commercial Mortgage Trust, 5.935%, due 06/15/45		51,339
	274,234	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.000%, due 12/25/18		268,661
	1,500,000	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.567%, due 01/25/47		1,500,000
	964,437	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.568%, due 12/25/46		964,889
	1,000,000	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.596%, due 01/25/47		1,001,250
	446,632	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.728%, due 05/25/46		447,766
	164,069	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.748%, due 07/25/46		164,364
	509,045	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.750%, due 02/25/36		510,920
	955,056	C			Washington Mutual, Inc., 5.598%, due 11/25/46		954,870

See Accompanying Notes to Financial Statements
70

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
CONSERVATIVE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal
Amount

Value

1,203,371

Washington Mutual, Inc.,
5.667%, due 11/25/46

1,203,136

984,007

Washington Mutual, Inc.,
5.882%, due 11/25/46

986,198

131,000

Wells Fargo Mortgage-Backed
Securities Trust, 3.499%,
due 06/25/35

127,634

565,393

Wells Fargo Mortgage-Backed
Securities Trust, 5.387%,
due 08/25/35

557,928

556,124

Wells Fargo Mortgage-Backed
Securities Trust, 5.690%,
due 12/25/36

553,603

23,351,418

Total Collateralized
Mortgage Obligations
(Cost $23,512,765)

23,351,418

MUNICIPAL BONDS: 0.5%

California: 0.1%

130,000

City of San Diego, 7.125%,
due 06/01/32

134,042

134,042

Louisiana: 0.2%

300,000

#,C

Tulane University of Louisiana,
6.174%, due 11/15/12

300,000

300,000

Michigan: 0.2%

300,000

Michigan Tobacco Settlement
Finance Authority, 7.309%,
due 06/01/34

311,394

311,394

Total Municipal Bonds
(Cost $730,233)

745,436

Total Long-Term Investments
(Cost $127,752,263)

139,645,241

SHORT-TERM INVESTMENTS: 27.5%

		Commercial Paper: 3.4%
	3,000,000	Concord Minutemen Capital Co., LLC, 5.250%, due 02/06/07	2,983,895
	2,000,000	Tulip Funding Co., 5.320%, due 01/02/07	1,999,409
Total Commercial Paper (Cost $4,983,304)			4,983,304
		Repurchase Agreement: 10.0%
	14,699,000	Deutsche Bank Repurchase Agreement dated 12/29/06, 5.250%, due 01/02/07, $14,707,574 to be received upon repurchase (Collateralized by $15,613,000 Federal National Mortgage Association, 5.630%, Market Value plus accrued interest $14,993,589, due 04/19/35)	14,699,000
Total Repurchase Agreement (Cost $14,699,000)			14,699,000

Principal Amount			Value
		Securities Lending Collateral^CC: 14.1%
$	20,711,495	The Bank of New York Institutional Cash Reserves Fund	$	20,711,495
Total Securities Lending Collateral (Cost $20,711,495)				20,711,495
Total Short-Term Investments (Cost $40,393,799)				40,393,799

Total Investments in Securities (Cost $168,146,062)*	122.4	%	$	180,039,040
Other Assets and Liabilities - Net	(22.4	)		(32,924,445	)
Net Assets	100.0	%	$	147,114,595

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

GDR Global Depositary Receipt

STRIP Separate Trading of Registered Interest and Principal of Securities

MASTR Mortgage Asset Securitization Transaction, Inc.

+ Step-up basis bonds. Interest rates shown reflect current and future coupon rates.

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

I Illiquid security

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

* Cost for federal income tax purposes is $168,926,982. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	12,336,616
Gross Unrealized Depreciation		(1,224,558	)
Net Unrealized Appreciation	$	11,112,058

VP Strategic Allocation Conservative Portfolio Open Futures Contracts on December 31, 2006:

Contract Description	Number of Contracts		Notional Market Value ($)			Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
S&P 500 E-Mini		11		785,620		3/16/07	$	1,230
U.S. Treasury 10-Year Note		56		6,018,250		3/21/07		(81,599	)
U.S. Treasury 2-Year Note		69		14,078,157		3/30/07		(50,187	)
U.S. Treasury 5-Year Note		10		1,050,625		3/30/07		(9,259	)
							$	(139,815	)
Short Contracts
90-Day Eurodollar		66		(15,622,200	)	3/19/07	$	3,847
U.S. Treasury Long Bond		54		(6,017,625	)	3/21/07		129,722
							$	133,569

See Accompanying Notes to Financial Statements
71

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 88.5%
			Advertising: 0.3%
	800		Advo, Inc.	$	26,080
	8,300		Omnicom Group		867,682
					893,762
			Aerospace/Defense: 1.1%
	10,400		Boeing Co.		923,936
	800		Kaman Corp.		17,912
	26,043		Raytheon Co.		1,375,070
	15,500		United Technologies Corp.		969,060
					3,285,978
			Agriculture: 1.0%
	10,900	@	Alliance One International, Inc.		76,954
	26,850		Altria Group, Inc.		2,304,267
	23,443	@@	British American Tobacco PLC		656,434
	900		Delta & Pine Land Co.		36,405
					3,074,060
			Airlines: 0.3%
	2,300	@	Airtran Holdings, Inc.		27,002
	400	@	Alaska Air Group, Inc.		15,800
	71,336	@,@@	British Airways PLC		735,515
	1,000	@	JetBlue Airways Corp.		14,200
	4,505		Skywest, Inc.		114,923
					907,440
			Apparel: 0.7%
	1,900	@	Ashworth, Inc.		13,794
	20,400	@	Coach, Inc.		876,384
	1,000	@,L	Deckers Outdoor Corp.		59,950
	2,350	@,L	Gymboree Corp.		89,676
	8,600	@	Hanesbrands, Inc.		203,132
	6,900	L	Jones Apparel Group, Inc.		230,667
	3,000	L	Kellwood Co.		97,560
	2,900		K-Swiss, Inc.		89,146
	3,590	L	Phillips-Van Heusen		180,110
	2,900		Polo Ralph Lauren Corp.		225,214
	4,600		Wolverine World Wide, Inc.		131,192
					2,196,825
			Auto Manufacturers: 0.2%
	95,900	L	Ford Motor Co.		720,209
					720,209
			Auto Parts & Equipment: 0.2%
	8,900	L	ArvinMeritor, Inc.		162,247
	200		Bandag, Inc.		10,086
	1,400		Standard Motor Products, Inc.		20,972
	29,900	@@	Sumitomo Rubber Industries, Inc.		385,698
					579,003
			Banks: 7.9%
	99,218	@@	Banca Intesa S.p.A.		764,114
	83,800		Bank of America Corp.		4,474,082
	28,100	@@	Bank of Ireland		646,935
	77,695	@@	Barclays PLC		1,109,327
	62,272	@@	Capitalia S.p.A.		587,572
	4,000	L	Chittenden Corp.		122,760
	10,000		Colonial BancGroup, Inc.		257,400
	9,900		Comerica, Inc.		580,932
	26,948	@@	Depfa Bank PLC		481,531
	6,622	@@	Deutsche Bank AG		881,839

Shares				Value
	4,331		East-West Bancorp., Inc.	$	153,404
	9,400	@@,L	First Bancorp.		89,582
	1,000		First Indiana Corp.		25,360
	1,300		First Midwest Bancorp., Inc.		50,284
	7,000	L	FirstMerit Corp.		168,980
	4,500		Hanmi Financial Corp.		101,385
	91,674	@@	HSBC Holdings PLC		1,668,452
	2,600		Independent Bank Corp.		65,754
	5,100	@@	KBC Groep NV		624,335
	5,580	@@	Kookmin Bank ADR		449,971
	2,600		Mercantile Bankshares Corp.		121,654
	87	@@	Mitsubishi UFJ Financial Group, Inc.		1,079,304
	25,700	@@	National Australia Bank Ltd.		818,204
	28,000	L	National City Corp.		1,023,680
	31,000		Regions Financial Corp.		1,159,400
	4,811	@@	Societe Generale		813,877
	2,000		South Financial Group, Inc.		53,180
	44,000	@@	Sumitomo Trust & Banking Co., Ltd.		460,698
	8,100	L	TCF Financial Corp.		222,102
	1,500		Umpqua Holdings Corp.		44,145
	5,900	@@,L	Uniao de Bancos Brasileiros SA GDR		548,464
	21,650		US Bancorp.		783,514
	23,300		Wachovia Corp.		1,326,935
	4,300		Webster Financial Corp.		209,496
	40,900		Wells Fargo & Co.		1,454,404
	4,800		Whitney Holding Corp.		156,576
					23,579,632
			Beverages: 1.4%
	26,100		Coca-Cola Co.		1,259,325
	18,251	@@	Coca-Cola Hellenic Bottling Co. SA		712,083
	5,244	@@	Fomento Economico Mexicano SA de CV ADR		607,045
	200	@	Hansen Natural Corp.		6,736
	8,400		Pepsi Bottling Group, Inc.		259,644
	7,600		PepsiAmericas, Inc.		159,448
	21,100		PepsiCo, Inc.		1,319,805
					4,324,086
			Biotechnology: 0.5%
	14,950	@	Amgen, Inc.		1,021,235
	600	@	Digene Corp.		28,752
	100	@	Invitrogen Corp.		5,659
	15,900	@,L	Millennium Pharmaceuticals, Inc.		173,310
	3,400	@	PDL BioPharma, Inc.		68,476
	5,900	@,L	Savient Pharmaceuticals, Inc.		66,139
	3,300	@,L	Vertex Pharmaceuticals, Inc.		123,486
					1,487,057
			Building Materials: 0.2%
	500		ElkCorp		20,545
	24,927	@@	Italcementi S.p.A.		701,566
					722,111
			Chemicals: 1.5%
	1,600		Airgas, Inc.		64,832
	3,000		Chemtura Corp.		28,890
	12,500		Dow Chemical Co.		499,250
	11,400		EI DuPont de Nemours & Co.		555,294
	300		FMC Corp.		22,965

See Accompanying Notes to Financial Statements
72

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Chemicals (continued)
	3,600		Georgia Gulf Corp.	$	69,516
	4,300	L	HB Fuller Co.		111,026
	5,300		Lubrizol Corp.		265,689
	10,710	L	Lyondell Chemical Co.		273,855
	600	L	MacDermid, Inc.		20,460
	6,700		Monsanto Co.		351,951
	9,400	L	Olin Corp.		155,288
	400	@	OM Group, Inc.		18,112
	4,100	@	Omnova Solutions, Inc.		18,778
	9,700	@,L	PolyOne Corp.		72,750
	6,800		Sherwin-Williams Co.		432,344
	79,000	@@	Sumitomo Chemical Co., Ltd.		611,338
	3,200	@@	Umicore		543,736
	8,300		Valspar Corp.		229,412
					4,345,486
			Commercial Services: 1.4%
	1,100	@	Alliance Data Systems Corp.		68,717
	8,200	@,L	Apollo Group, Inc.		319,554
	500		Banta Corp.		18,200
	2,000	@	Career Education Corp.		49,560
	2,200		Central Parking Corp.		39,600
	1,160	@,L	Consolidated Graphics, Inc.		68,521
	9,000	@	Convergys Corp.		214,020
	660	L	CPI Corp.		30,683
	6,300		DeVry, Inc.		176,400
	2,200	@	Heidrick & Struggles International, Inc.		93,192
	6,700	@	Hooper Holmes, Inc.		22,177
	1,700	@	ITT Educational Services, Inc.		112,829
	1,600	@	Kendle International, Inc.		50,320
	6,300	@,L	Korn/Ferry International		144,648
	5,600	@,L	Labor Ready, Inc.		102,648
	4,400		Manpower, Inc.		329,692
	17,950		McKesson Corp.		910,065
	13,000		Moody's Corp.		897,780
	8,700	@	MPS Group, Inc.		123,366
	3,600	@	Quanta Services, Inc.		70,812
	6,100	@	Valassis Communications, Inc.		88,450
	1,260	@,L	Vertrue, Inc.		48,397
	2,500	W,L	Viad Corp.		101,500
	1,200	@,L	Volt Information Sciences, Inc.		60,252
	3,300		Watson Wyatt Worldwide, Inc.		148,995
					4,290,378
			Computers: 3.0%
	1,300		Agilysys, Inc.		21,762
	7,420	@,@@,I	Atos Origin		438,765
	835	@	CACI International, Inc.		47,178
	6,799	@	Cadence Design Systems, Inc.		121,770
	1,400	@	Catapult Communications Corp.		12,572
	2,800	@,L	Ceridian Corp.		78,344
	63,400	@	Dell, Inc.		1,590,706
	2,570		Factset Research Systems, Inc.		145,154
	60,350		Hewlett-Packard Co.		2,485,817
	3,300		Imation Corp.		153,219
	31,100		International Business Machines Corp.		3,021,365
	1,600	@	Mercury Computer Systems, Inc.		21,376
	2,559	@,L	Micros Systems, Inc.		134,859
	4,200	@,L	Palm, Inc.		59,178
	3,000	@,L	Radisys Corp.		50,010
	3,700	@	SRA International, Inc.		98,938

Shares					Value
	3,000	@		SYKES Enterprises, Inc.	$	52,920
	7,000	@		Synopsys, Inc.		187,110
	5,000	@		Western Digital Corp.		102,300
						8,823,343
				Cosmetics/Personal Care: 1.0%
	8,400	L		Estee Lauder Cos., Inc.		342,888
	39,450			Procter & Gamble Co.		2,535,452
						2,878,340
				Distribution/Wholesale: 0.3%
	3,500			Building Materials Holding Corp.		86,415
	1,500			CDW Corp.		105,480
	1,385	L		Pool Corp.		54,250
	39,000	@@		Sumitomo Corp.		583,820
	4,400	@		Tech Data Corp.		166,628
						996,593
				Diversified Financial Services: 6.8%
	4,600			AG Edwards, Inc.		291,134
	15,100			American Express Co.		916,117
	7,200	@,L		AmeriCredit Corp.		181,224
	12,100			CIT Group, Inc.		674,817
	89,500			Citigroup, Inc.		4,985,150
	12,100			Fannie Mae		718,619
	10,800			Goldman Sachs Group, Inc.		2,152,980
	3,900			IndyMac Bancorp., Inc.		176,124
	2,800	@		Investment Technology Group, Inc.		120,064
	70,900			JPMorgan Chase & Co.		3,424,470
	66	@@		Kenedix, Inc.		297,742
	18,100			Lehman Brothers Holdings, Inc.		1,413,972
	10,350			Merrill Lynch & Co., Inc.		963,585
	27,250			Morgan Stanley		2,218,968
			6,700	Raymond James Financial, Inc.		203,077
	2,450	@@		SFCG Co., Ltd.		380,557
	1,600	L		SWS Group, Inc.		57,120
	3,200	@,L		TradeStation Group, Inc.		44,000
	18,140	@@		UBS AG		1,097,791
						20,317,511
				Electric: 2.5%
	61,800	@		AES Corp.		1,362,072
	1,000			Central Vermont Public Service Corp.		23,550
	1,800	L		Duquesne Light Holdings, Inc.		35,730
	6,700			Idacorp, Inc.		258,955
	80,451	@@		International Power PLC		599,219
	1,400			Northeast Utilities		39,424
	9,100			OGE Energy Corp.		364,000
	7,000	L		Pepco Holdings, Inc.		182,070
	34,000			PG&E Corp.		1,609,220
	9,800			PNM Resources, Inc.		304,780
	6,600	@@		RWE AG		723,472
	19,837	@@		Scottish & Southern Energy		602,420
	16,100			Southern Co.		593,446
	17,800	@@		Tokyo Electric Power Co., Inc.		575,053
	4,400			Wisconsin Energy Corp.		208,824
						7,482,235
				Electrical Components & Equipment: 0.3%
	3,600	L		Belden CDT, Inc.		140,724
	2,200	@,L		Littelfuse, Inc.		70,136
	92,000	@@		Toshiba Corp.		597,835
						808,695

See Accompanying Notes to Financial Statements
73

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Electronics: 0.6%
	2,000		Amphenol Corp.	$	124,160
	500	@	Avnet, Inc.		12,765
	1,700	@,L	Benchmark Electronics, Inc.		41,412
	3,340	@,L	Coherent, Inc.		105,444
	2,100	L	Cubic Corp.		45,570
	700		Gentex Corp.		10,892
	12,500	@,@@	Hoya Corp.		487,211
	5,200		Methode Electronics, Inc.		56,316
	2,100	@	Planar Systems, Inc.		20,307
	3,500	@,L	Plexus Corp.		83,580
	500	@	Rogers Corp.		29,575
	5,800	@	Thomas & Betts Corp.		274,224
	1,570	@,L	Trimble Navigation Ltd.		79,646
	3,700	@	Varian, Inc.		165,723
	13,200	@,L	Vishay Intertechnology, Inc.		178,728
					1,715,553
			Engineering & Construction: 1.1%
	10,500	@@	Bouygues		672,276
	2,500	@	EMCOR Group, Inc.		142,125
	4,400		Granite Construction, Inc.		221,408
	8,765	@@	Hochtief AG		635,541
	4,500	@	Jacobs Engineering Group, Inc.		366,930
	900	@	Shaw Group, Inc.		30,150
	100,000	@@	Taisei Corp.		304,393
	1,370	@	URS Corp.		58,705
	5,900	@@	Vinci SA		751,965
					3,183,493
			Entertainment: 0.0%
	1,300	@,L	Pinnacle Entertainment, Inc.		43,082
					43,082
			Environmental Control: 0.4%
	33,800		Waste Management, Inc.		1,242,826
					1,242,826
			Exchange Traded Fund: 0.2%
	11,200	@@,L	iShares S&P SmallCap 600 Index Fund		739,088
					739,088
			Food: 1.6%
	15,000		Campbell Soup Co.		583,350
	32,900		ConAgra Foods, Inc.		888,300
	4,675		Corn Products International, Inc.		161,475
	18,529		General Mills, Inc.		1,067,270
	4,333	@@	Groupe Danone		655,249
	6,249		Hormel Foods Corp.		233,338
	2,300	@,L	Ralcorp Holdings, Inc.		117,047
	1,500	@	Smithfield Foods, Inc.		38,490
	36,615	@@	Unilever PLC		1,018,365
	1,100	@,L	United Natural Foods, Inc.		39,512
					4,802,396
			Forest Products & Paper: 0.2%
	2,900	@	Caraustar Industries, Inc.		23,461
	10,000		Louisiana-Pacific Corp.		215,300
	3,200		Rock-Tenn Co.		86,752
	1,600		Schweitzer-Mauduit International, Inc.		41,680
	6,900	L	Temple-Inland, Inc.		317,607
					684,800

Shares				Value
			Gas: 0.2%
	300		Cascade Natural Gas Corp.	$	7,776
	5,710	L	Energen Corp.		268,027
	8,940		UGI Corp.		243,883
					519,686
			Hand/Machine Tools: 0.1%
	3,600		Snap-On, Inc.		171,504
					171,504
			Healthcare-Products: 1.7%
	1,400	@	Advanced Medical Optics, Inc.		49,280
	1,200	L	Cooper Cos., Inc.		53,400
	7,800	@,L	Cytyc Corp.		220,740
	10,316		Dentsply International, Inc.		307,933
	5,100	@,L	Edwards Lifesciences Corp.		239,904
	2,500	@	Haemonetics Corp.		112,550
	1,440	@,L	Hologic, Inc.		68,083
	857	@	Idexx Laboratories, Inc.		67,960
	1,700	@,L	Immucor, Inc.		49,691
	400	@	Intuitive Surgical, Inc.		38,360
	35,850		Johnson & Johnson		2,366,817
	15,000		Medtronic, Inc.		802,650
	2,400		Mentor Corp.		117,288
	2,300	@	Osteotech, Inc.		12,995
	2,200	@,L	Possis Medical, Inc.		29,656
	1,886	@	Respironics, Inc.		71,197
	3,700	@	Techne Corp.		205,165
	3,400	@	Varian Medical Systems, Inc.		161,738
					4,975,407
			Healthcare-Services: 2.7%
	26,600		Aetna, Inc.		1,148,588
	2,300	@,L	Amerigroup Corp.		82,547
	2,500	@,L	Centene Corp.		61,425
	9,850	@	Coventry Health Care, Inc.		492,993
	5,000	@@	Fresenius Medical Care AG & Co. KGaA		665,622
	3,500	@,L	Gentiva Health Services, Inc.		66,710
	3,000	@	Health Net, Inc.		145,980
	2,200	@,L	Healthways, Inc.		104,962
	9,900	@	Humana, Inc.		547,569
	8,200	@,L	Laboratory Corp. of America Holdings		602,454
	800	@	Lincare Holdings, Inc.		31,872
	4,455	@,L	Odyssey HealthCare, Inc.		59,073
	2,240	@,L	Pediatrix Medical Group, Inc.		109,536
	2,000	@,L	Sierra Health Services, Inc.		72,080
	40,100		UnitedHealth Group, Inc.		2,154,573
	21,100	@	WellPoint, Inc.		1,660,359
					8,006,343
			Holding Companies-Diversified: 0.1%
	8,200	L	Leucadia National Corp.		231,240
					231,240
			Home Builders: 0.3%
	170,000	@,@@	Haseko Corp.		606,649
	140	@,L	NVR, Inc.		90,300
	3,100	L	Winnebago Industries		102,021
					798,970

See Accompanying Notes to Financial Statements
74

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Home Furnishings: 0.3%
	1,500	@	Audiovox Corp.	$	21,135
	3,200		Ethan Allen Interiors, Inc.		115,552
	31,000	@@	Matsushita Electric Industrial Co., Ltd.		621,596
					758,283
			Household Products/Wares: 0.3%
	1,500		American Greetings Corp.		35,805
	3,000	L	Blyth, Inc.		62,250
	4,900	@@	Henkel KGaA		720,204
					818,259
			Housewares: 0.0%
	2,870	L	Toro Co.		133,828
					133,828
			Insurance: 6.7%
	15,800	@@	ACE Ltd.		957,006
	22,400		Allstate Corp.		1,458,464
	6,900		AMBAC Financial Group, Inc.		614,583
	5,632	L	American Financial Group, Inc.		202,245
	30,200		American International Group, Inc.		2,164,132
	900		Brown & Brown, Inc.		25,389
	116,000	@@	China Life Insurance Co., Ltd.		395,948
	19,400		Chubb Corp.		1,026,454
	6,800		Cigna Corp.		894,676
	3,400		Delphi Financial Group		137,564
	3,300	@@	Everest Re Group Ltd.		323,763
	4,262		Fidelity National Title Group, Inc.		101,777
	26,600		Genworth Financial, Inc.		909,986
	12,531		Hartford Financial Services Group, Inc.		1,169,268
	7,300		HCC Insurance Holdings, Inc.		234,257
	5,000		Horace Mann Educators Corp.		101,000
	1,705	L	Landamerica Financial Group, Inc.		107,603
	264,361	@@	Legal & General Group PLC		812,456
	22,400		Loews Corp.		928,928
	25,800		Metlife, Inc.		1,522,458
	3,279	@@	Muenchener Rueckversicherungs AG		564,977
	5,630		Old Republic International Corp.		131,066
	3,775	@	Philadelphia Consolidated Holding Co.		168,214
	1,800		PMI Group, Inc.		84,906
	2,800		Presidential Life Corp.		61,460
	2,700	@,L	ProAssurance Corp.		134,784
	40,600		Progressive Corp.		983,332
	4,600		Protective Life Corp.		218,500
	16,328	L	Prudential Financial, Inc.		1,401,922
	2,500		Radian Group, Inc.		134,775
	6,208		Safeco Corp.		388,310
	1,700	L	Safety Insurance Group, Inc.		86,207
	2,365	L	Selective Insurance Group		135,491
	4,200		Stancorp Financial Group, Inc.		189,210
	3,600		Unitrin, Inc.		180,396
	8,985		WR Berkley Corp.		310,072
	3,000		Zenith National Insurance Corp.		140,730
	2,220	@@	Zurich Financial Services AG		595,597
					19,997,906

Shares				Value
			Internet: 0.6%
	800	@	Digital Insight Corp.	$	30,792
	2,400	@	Google, Inc.		1,105,152
	1,300	@,L	j2 Global Communications, Inc.		35,425
	3,780	@	McAfee, Inc.		107,276
	5,800	@	Napster, Inc.		21,054
	3,100	@	PC-Tel, Inc.		28,985
	2,400	@	Stamps.com, Inc.		37,800
	7,400		United Online, Inc.		98,272
	13,700	@	VeriSign, Inc.		329,485
	600	@	WebEx Communications, Inc.		20,934
					1,815,175
			Iron/Steel: 1.1%
	83,800	@@	BlueScope Steel Ltd.		568,265
	600		Carpenter Technology Corp.		61,512
	1,900		Chaparral Steel Co.		84,113
	940		Cleveland-Cliffs, Inc.		45,534
	16,800		Nucor Corp.		918,288
	3,000		Ryerson, Inc.		75,270
	1,300		Steel Dynamics, Inc.		42,185
	1,300		Steel Technologies, Inc.		22,815
	192,000	@@	Sumitomo Metal Industries Ltd.		833,610
	7,700		United States Steel Corp.		563,178
					3,214,770
			Leisure Time: 0.8%
	12,941	@@	Carnival PLC		653,739
	127,837	@@	First Choice Holidays PLC		710,241
	1,025	L	Polaris Industries, Inc.		48,001
	8,600		Sabre Holdings Corp.		274,254
	25,100	@@	Yamaha Motor Co., Ltd.		788,987
					2,475,222
			Lodging: 0.0%
	900	@	Aztar Corp.		48,978
	700		Harrah's Entertainment, Inc.		57,904
					106,882
			Machinery-Construction & Mining: 0.7%
	19,158	@@	Atlas Copco AB		619,159
	8,200		Caterpillar, Inc.		502,906
	25,600	@,@@	Hitachi Construction Machinery Co., Ltd.		687,470
	3,450		Joy Global, Inc.		166,773
					1,976,308
			Machinery-Diversified: 0.2%
	300	@	AGCO Corp.		9,282
	3,200		Cummins, Inc.		378,176
	4,100	@,L	Gardner Denver, Inc.		152,971
	1,495		IDEX Corp.		70,878
	1,680		Manitowoc Co., Inc.		99,842
					711,149
			Media: 2.4%
	8,700		CBS Corp. - Class B		271,266
	6,600		Clear Channel Communications, Inc.		234,564
	23,400	@,L	Comcast Corp.		990,522
	35,600	@	DIRECTV Group, Inc.		887,864
	15,200		McGraw-Hill Cos., Inc.		1,033,904
	26,700		News Corp., Inc.		573,516

See Accompanying Notes to Financial Statements
75

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Media (continued)
	2,000	L	Reader's Digest Association, Inc.	$	33,400
	53,919	@@	Reed Elsevier PLC		591,378
	17,467	@@	Vivendi		681,288
	54,000		Walt Disney Co.		1,850,580
	150		Washington Post		111,840
					7,260,122
			Metal Fabricate/Hardware: 0.1%
	1,480	L	AM Castle & Co.		37,666
	4,400		Commercial Metals Co.		113,520
	2,842	L	Quanex Corp.		98,305
					249,491
			Mining: 0.4%
	38,471	@@	BHP Billiton Ltd.		765,154
	2,670		Phelps Dodge Corp.		319,652
					1,084,806
			Miscellaneous Manufacturing: 4.1%
	11,600		3M Co.		903,988
	3,170	L	Acuity Brands, Inc.		164,967
	2,720	L	AO Smith Corp.		102,163
	797	L	Aptargroup, Inc.		47,055
	400	@	Ceradyne, Inc.		22,600
	7,000		Cooper Industries Ltd.		633,010
	6,600		Crane Co.		241,824
	16,000	L	Eastman Kodak Co.		412,800
	11,500		Eaton Corp.		864,110
	2,590	@	EnPro Industries, Inc.		86,014
	132,250		General Electric Co.		4,921,023
	300		Harsco Corp.		22,830
	39,600		Honeywell International, Inc.		1,791,504
	7,800		Parker Hannifin Corp.		599,664
	2,200		Pentair, Inc.		69,080
	800		Roper Industries, Inc.		40,192
	1,700		Standex International Corp.		51,221
	2,700	@,L	Sturm Ruger & Co., Inc.		25,920
	4,503		Teleflex, Inc.		290,714
	1,200		Tredegar Corp.		27,132
	26,300	@@	Tyco International Ltd.		799,520
					12,117,331
			Office Furnishings: 0.1%
	6,878	L	Herman Miller, Inc.		250,084
					250,084
			Office/Business Equipment: 0.3%
	48,700	@	Xerox Corp.		825,465
					825,465
			Oil & Gas: 7.7%
	19,400	L	Anadarko Petroleum Corp.		844,288
	300		Cabot Oil & Gas Corp.		18,195
	42,202		Chevron Corp.		3,103,113
	2,090		Cimarex Energy Co.		76,285
	17,800		ConocoPhillips		1,280,710
	5,400		ENSCO International, Inc.		270,324
	19,300	@@	ERG S.p.A.		440,605
	101,300		ExxonMobil Corp.		7,762,619
	1,700	@	Forest Oil Corp.		55,556
	6,560		Frontier Oil Corp.		188,534
	12,280		Helmerich & Payne, Inc.		300,492
	12,500		Marathon Oil Corp.		1,156,250

Shares					Value
	5,100	@	Newfield Exploration Co.		$	234,345
	6,200	L	Noble Energy, Inc.			304,234
	21,520	@@	Norsk Hydro ASA			664,263
	26,700		Occidental Petroleum Corp.			1,303,761
	1,600	L	Penn Virginia Corp.			112,064
	4,758	@@	Petroleo Brasileiro SA			490,026
	300		Pioneer Natural Resources Co.			11,907
	100	@	Plains Exploration & Production Co.			4,753
	35,243	@@	Royal Dutch Shell PLC - Class B			1,232,193
	45,944	@@	Santos Ltd.			357,554
	14,200	@@	Sasol, Ltd. ADR			523,980
	2,300	@	Southwestern Energy Co.			80,615
	3,900	L	St. Mary Land & Exploration Co.			143,676
	700	@,L	Stone Energy Corp.			24,745
	15,100	@@	Total SA	��		1,086,557
	21,200		Valero Energy Corp.			1,084,592
						23,156,236
			Oil & Gas Services: 1.1%
	2,600	@	Grant Prideco, Inc.			103,402
	35,500		Halliburton Co.			1,102,275
	2,300	@,L	Helix Energy Solutions Group, Inc.			72,151
	600	@	Lone Star Technologies			29,046
	24,100	@,@@	Petroleum Geo-Services			564,102
	12,800	L	Schlumberger Ltd.			808,448
	1,600	@,L	SEACOR Holdings, Inc.			158,624
	6,400		Tidewater, Inc.			309,504
	900	@,L	Veritas DGC, Inc.			77,067
						3,224,619
			Packaging & Containers: 0.2%
	8,600	@	Pactiv Corp.			306,934
	7,400		Sonoco Products Co.			281,644
						588,578
			Pharmaceuticals: 4.7%
	18,600		Abbott Laboratories			906,006
	12,800		AmerisourceBergen Corp.			575,488
	15,893	@@	AstraZeneca PLC			851,729
	900	@	Cephalon, Inc.			63,369
	18,300	@	Forest Laboratories, Inc.			925,980
	44,900	@@	GlaxoSmithKline PLC			1,181,804
	16,600	@,L	King Pharmaceuticals, Inc.			264,272
	1,700		Medicis Pharmaceutical Corp.			59,721
	55,500		Merck & Co., Inc.			2,419,800
	12,800		Mylan Laboratories			255,488
	2,300	@	NBTY, Inc.			95,611
	3,100	@,L	Noven Pharmaceuticals, Inc.			78,895
	6,498	@@	Omega Pharma SA			488,982
	800		Omnicare, Inc.			30,904
	89,250		Pfizer, Inc.			2,311,575
	6,810	@@	Roche Holding AG			1,218,401
	58,600		Schering-Plough Corp.			1,385,304
	2,700	@,L	Sepracor, Inc.			166,266
	4,280	@	Theragenics Corp.			13,268
	1,100	@	USANA Health Sciences, Inc.			56,826
	16,500		Wyeth			840,180
						14,189,869
			Pipelines: 0.3%
	9,300		Questar Corp.			772,365
						772,365

See Accompanying Notes to Financial Statements
76

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Real Estate: 0.2%
	41,000	@@	Cheung Kong Holdings Ltd.	$	503,656
					503,656
			Real Estate Investment Trusts: 0.4%
	3,100		AMB Property Corp.		181,691
	1,200	L	Colonial Properties Trust		56,256
	5,010		Equity Office Properties Trust		241,332
	580		Essex Property Trust, Inc.		74,965
	1,200		Highwoods Properties, Inc.		48,912
	6,700	L	Hospitality Properties Trust		318,451
	1,400		Longview Fibre Co.		30,730
	900		LTC Properties, Inc.		24,579
	1,600		Macerich Co.		138,512
	1,600		Regency Centers Corp.		125,072
					1,240,500
			Retail: 4.9%
	600	@	99 Cents Only Stores		7,302
	1,795		Abercrombie & Fitch Co.		124,986
	2,500		Advance Auto Parts, Inc.		88,900
	4,500	@,L	Aeropostale, Inc.		138,915
	8,010	L	American Eagle Outfitters		249,992
	5,700	@	AnnTaylor Stores Corp.		187,188
	600		Barnes & Noble, Inc.		23,826
	6,300	@,L	Big Lots, Inc.		144,396
	1,300		Brinker International, Inc.		39,208
	2,650	L	Brown Shoe Co., Inc.		126,511
	400		Cash America International, Inc.		18,760
	9,200	@,L	Charming Shoppes, Inc.		124,476
	3,600	@,L	Chico's FAS, Inc.		74,484
	600	@,L	Childrens Place Retail Stores, Inc.		38,112
	4,300	L	Christopher & Banks Corp.		80,238
	4,365	L	Claire's Stores, Inc.		144,656
	7,100	@	Dollar Tree Stores, Inc.		213,710
	20,900	@@	Don Quijote Co., Ltd.		398,969
	4,780	@,L	Dress Barn, Inc.		111,517
	9,500		Family Dollar Stores, Inc.		278,635
	22,300		Federated Department Stores, Inc.	��	850,299
	32,200		Gap, Inc.		627,900
	2,200	L	Group 1 Automotive, Inc.		113,784
	23,100	L	Home Depot, Inc.		927,696
	2,500	@,L	Jack in the Box, Inc.		152,600
	13,700	@	Kohl's Corp.		937,491
	19,000		Lowe's Cos., Inc.		591,850
	35,400	L	McDonald's Corp.		1,569,282
	3,947	L	Men's Wearhouse, Inc.		151,012
	12,700	L	Nordstrom, Inc.		626,618
	15,800	@	Office Depot, Inc.		603,086
	4,100		OfficeMax, Inc.		203,565
	1,600		OSI Restaurant Partners, Inc.		62,720
	780	@,L	Panera Bread Co.		43,610
	4,740	@,L	Payless Shoesource, Inc.		155,567
	6,500		Petsmart, Inc.		187,590
	9,400		Ross Stores, Inc.		275,420
	2,000	@	Saks, Inc.		35,640
	1,900	@,L	School Specialty, Inc.		71,231
	5,230	@,L	Select Comfort Corp.		90,950
	15,000	@@	Seven & I Holdings Co., Ltd.		466,425
	5,717	@,L	Sonic Corp.		136,922
	8,600	@,L	Starbucks Corp.		304,612
	10,350		Target Corp.		590,468
	25,000		TJX Cos., Inc.		713,000

Shares				Value
	2,075	@,L	Tween Brands, Inc.	$	82,855
	31,500	L	Wal-Mart Stores, Inc.		1,454,670
					14,641,644
			Savings & Loans: 0.1%
	2,300		Anchor Bancorp. Wisconsin, Inc.		66,286
	3,632	L	Bankunited Financial Corp.		101,551
	600	L	Fidelity Bankshares, Inc.		23,802
	1,600	@,L	FirstFed Financial Corp.		107,152
					298,791
			Semiconductors: 1.6%
	2,600	@,L	Actel Corp.		47,216
	23,400	@	Altera Corp.		460,512
	20,900	@,L	Atmel Corp.		126,445
	7,900	@,L	Brooks Automation, Inc.		113,760
	1,100	@	Cree, Inc.		19,052
	2,900	@	DSP Group, Inc.		62,930
	10,100	@	Fairchild Semiconductor International, Inc.		169,781
	12,400	@	Integrated Device Technology, Inc.		191,952
	64,400		Intel Corp.		1,304,100
	3,290	@,L	Lam Research Corp.		166,540
	23,600	@,L	LSI Logic Corp.		212,400
	4,400	@	MEMC Electronic Materials, Inc.		172,216
	4,690	L	Microchip Technology, Inc.		153,363
	44,400	@,L	Micron Technology, Inc.		619,824
	6,900	@	Novellus Systems, Inc.		237,498
	3,540	@	Pericom Semiconductor Corp.		40,604
	8,700	@,L	Semtech Corp.		113,709
	14,200	@@	Shinko Electric Industries		370,048
	11,100	@,L	Teradyne, Inc.		166,056
	1,485	@,L	Varian Semiconductor Equipment Associates, Inc.		67,597
					4,815,603
			Software: 2.7%
	4,000		Acxiom Corp.		102,600
	2,400	@,L	Altiris, Inc.		60,912
	1,055	@,L	Ansys, Inc.		45,882
	12,500	@	BMC Software, Inc.		402,500
	3,800	@	Captaris, Inc.		29,526
	1,680	@,L	Cerner Corp.		76,440
	24,400	@	Compuware Corp.		203,252
	3,900	@,L	CSG Systems International		104,247
	5,700	@,L	Dendrite International, Inc.		61,047
	1,892	@	Dun & Bradstreet Corp.		156,639
	3,300	L	Fair Isaac Corp.		134,145
	35,500		First Data Corp.		905,960
	1,870		Global Payments, Inc.		86,581
	1,582	@	Hyperion Solutions Corp.		56,857
	500		Inter-Tel, Inc.		11,080
	2,800	@	Mapinfo Corp.		36,540
	110,650	L	Microsoft Corp.		3,304,009
	500	@,L	Open Solutions, Inc.		18,820
	45,000	@	Oracle Corp.		771,300
	800	@	Per-Se Technologies, Inc.		22,224
	700	@	SPSS, Inc.		21,049
	7,600	@,L	Sybase, Inc.		187,720
	29,626	@,@@	Tele Atlas NV		623,060
	14,415	@,@@	Tomtom, Inc.		620,661
					8,043,051

See Accompanying Notes to Financial Statements
77

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Telecommunications: 5.4%
	3,600	@	3Com Corp.	$	14,796
	4,100	@	Adaptec, Inc.		19,106
	67,944	@@	Alcatel SA		969,356
	900	@	Andrew Corp.		9,207
	900	@,L	Anixter International, Inc.		48,870
	51,600		AT&T, Inc.		1,844,700
	29,800	@,L	Avaya, Inc.		416,604
	24,100		BellSouth Corp.		1,135,351
	3,300	@	C-COR, Inc.		36,762
	13,700	@	Cincinnati Bell, Inc.		62,609
	119,500	@	Cisco Systems, Inc.		3,265,929
	515		Commonwealth Telephone Enterprises, Inc.		21,558
	4,300	@,L	Ditech Networks, Inc.		29,756
	2,907		Harris Corp.		133,315
	71,500		Motorola, Inc.		1,470,040
	3,200	@	Network Equipment Technologies, Inc.		18,624
	141	@@	Nippon Telegraph & Telephone Corp.		695,340
	9,160	@@	Orascom Telecom GDR		605,214
	20,250		Qualcomm, Inc.		765,248
	39,700		Sprint Nextel Corp.		749,933
	347,082	@@	Telecom Italia S.p.A.		878,952
	13,086	@@	Telekomunikasi Indonesia Tbk PT ADR		596,722
	2,250		Telephone & Data Systems, Inc.		122,243
	6,500	@	Utstarcom, Inc.		56,875
	38,500		Verizon Communications, Inc.		1,433,740
	256,012	@@	Vodafone Group PLC		707,020
					16,107,870
			Textiles: 0.1%
	1,300		Angelica Corp.		33,540
	3,700	@,L	Mohawk Industries, Inc.		276,982
					310,522
			Toys/Games/Hobbies: 0.2%
	10,100	L	Hasbro, Inc.		275,225
	21,200		Mattel, Inc.	��	480,392
					755,617
			Transportation: 0.7%
	5,620	L	CH Robinson Worldwide, Inc.		229,802
	102	@@	East Japan Railway Co.		679,917
	600		Expeditors International Washington, Inc.		24,300
	3,300	@	HUB Group, Inc.		90,915
	2,100	@,L	Kansas City Southern		60,858
	1,400	@,L	Kirby Corp.		47,782
	1,563		Landstar System, Inc.		59,675
	68,000	@@	Mitsui OSK Lines Ltd.		671,614
	3,400	@,L	Old Dominion Freight Line		81,838
	4,185	L	Overseas Shipholding Group		235,616
	1,100	@	Swift Transportation Co., Inc.		28,897
	300	@	YRC Worldwide, Inc.		11,319
					2,222,533
			Water: 0.3%
	11,259	@@	Veolia Environnement		858,655
					858,655
Total Common Stock (Cost $217,490,441)					264,352,322

Shares				Value
EQUITY-LINKED SECURITIES: 0.1%
			Equity Linked Securities: 0.1%
	300,000		KAUP Bank	$	281,644
					281,644
Total Equity-Linked Securities (Cost $300,000)					281,644
PREFERRED STOCK: 0.2%
			Banks: 0.1%
	6,000	P	Bank of American Corp.		149,700
					149,700
			Diversified Financial Services: 0.0%
	5,000	P	Merrill Lynch & Co., Inc.		130,400
					130,400
			Insurance: 0.1%
	7,050	@@,P	Aegon NV		183,129
	5,425	P	Metlife, Inc.		142,732
					325,861
Total Preferred Stock (Cost $582,999)					605,961
Principal Amount
CORPORATE BONDS/NOTES: 2.1%
			Banks: 0.9%
$	110,000	@@,C	Australia & New Zealand Banking Group Ltd., 5.556%, due 10/29/49		95,772
	60,000	@@,#,C	Banco Mercantil del Norte SA, 6.135%, due 10/13/16		60,320
	44,000	@@	Banco Santander Chile SA, 7.375%, due 07/18/12		48,167
	50,000	@@,C	Bank of Ireland, 5.625%, due 12/29/49		43,546
	40,000	@@,C	Bank of Nova Scotia, 5.625%, due 08/21/85		33,956
	20,000		Bank of Scotland, 5.563%, due 11/30/49		17,212
	38,000	C	BankAmerica Capital II, 8.000%, due 12/15/26		39,563
	30,000	@@,C	Barclays Bank PLC, 5.750%, due 12/31/49		26,242
	90,000	@@,C	BNP Paribas, 5.445%, due 09/29/49		77,187
	57,000	@@,#,C	Chuo Mitsui Trust & Banking Co., Ltd., 5.506%, due 04/15/49		54,532
	50,000	@@,C	Den Norske Bank ASA, 5.563%, due 08/29/49		42,500
	10,000	@@,C	Den Norske Bank ASA, 5.625%, due 11/29/49		8,645
	69,000	#,C	Dresdner Funding Trust I, 8.151%, due 06/30/31		83,350
	192,000	@@,#,C	HBOS PLC, 5.375%, due 11/29/49		189,341
	220,000	@@,C	HSBC Bank PLC, 5.475%, due 06/29/49		187,000
	110,000	@@,C	HSBC Bank PLC, 5.688%, due 06/29/49		95,425
	140,000	@@,C	Lloyds TSB Bank PLC, 5.560%, due 08/29/49		120,860

See Accompanying Notes to Financial Statements
78

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
$	10,000	@@,C	Lloyds TSB Bank PLC, 5.563%, due 11/29/49	$	8,703
	107,000	C	M&I Capital Trust A, 7.650%, due 12/01/26		110,760
	58,000	C	Mellon Capital I, 7.720%, due 12/01/26		60,391
	55,000	@@,C	Mizuho Financial Group Cayman Ltd., 8.375%, due 12/31/49		58,137
	80,000	@@,C	National Australia Bank Ltd., 5.556%, due 10/29/49		69,443
	10,000	@@,C	National Westminster Bank PLC, 5.500%, due 11/29/49		8,576
	87,000	#,C	Rabobank Capital Funding II, 5.260%, due 12/29/49		85,204
	30,000	#,C	Rabobank Capital Funding Trust, 5.254%, due 12/31/49		28,979
	23,000	C,L	RBS Capital Trust I, 5.512%, due 09/30/49		22,769
	102,000	@@,#,C	Resona Bank Ltd., 5.850%, due 09/29/49		99,774
	230,000	@@,C	Royal Bank of Scotland Group PLC, 5.563%, due 12/29/49		197,349
	70,000	@@,C	Societe Generale, 5.438%, due 11/29/49		60,490
	170,000	@@,C	Standard Chartered PLC, 5.500%, due 07/29/49		140,675
	260,000	@@,C	Standard Chartered PLC, 5.625%, due 11/29/49		218,400
	30,000	@@,C	Standard Chartered PLC, 5.730%, due 01/29/49		24,825
	58,000	@@,C	Sumitomo Mitsui Banking Corp., 8.150%, due 08/01/49		60,167
	71,000	C	Wachovia Capital Trust III, 5.800%, due 12/31/49		71,652
	50,000	@@,C	Westpac Banking Corp., 5.525%, due 09/30/49		42,792
	113,000	#,C	Westpac Capital Trust IV, 5.256%, due 12/29/49		107,591
	103,000	@@,#,C	Woori Bank, 6.125%, due 05/03/16		105,281
					2,805,576
			Beverages: 0.1%
	106,000	@@	Cia Brasileira de Bebidas, 8.750%, due 09/15/13		124,020
					124,020
			Chemicals: 0.0%
	10,000		Stauffer Chemical, 5.620%, due 04/15/10		8,355
	40,000		Stauffer Chemical, 5.890%, due 04/15/18		20,960
	40,000		Stauffer Chemical, 7.670%, due 04/15/17		22,218
					51,533
			Diversified Financial Services: 0.5%
	181,000	@@,#,C	Aiful Corp., 4.450%, due 02/16/10		173,727
	70,378	@@,#	Brazilian Merchant Voucher Receivables Ltd., 5.911%, due 06/15/11		69,322
	58,000	C	Citigroup Capital II, 7.750%, due 12/01/36		59,974

Principal Amount				Value
$	88,000	#,C	Corestates Capital Trust I, 8.000%, due 12/15/26	$	91,643
	100,000	#	Farmers Exchange Capital, 7.200%, due 07/15/48		102,749
	40,000	@@,C	Financiere CSFB NV, 5.485%, due 03/29/49		34,300
	89,000	C	Fund American Cos., Inc., 5.875%, due 05/15/13		88,584
	102,000	#,C	HVB Funding Trust III, 9.000%, due 10/22/31		133,029
	52,000	C	JPM Capital Trust I, 7.540%, due 01/15/27		53,953
	58,000	C	JPM Capital Trust II, 7.950%, due 02/01/27		60,358
	168,000	#,C	Mangrove Bay Pass-Through Trust, 6.102%, due 07/15/33		164,404
	100,000	@@,C	MUFG Capital Finance 1 Ltd., 6.346%, due 12/31/49		101,669
	47,000	@@,C	Paribas, 5.500%, due 12/31/49		40,548
	28,000	@@,#,C	Petroleum Export Ltd., 4.623%, due 06/15/10		27,573
	56,029	@@,#,C	Petroleum Export Ltd., 5.265%, due 06/15/11		54,556
	111,114	@@,#,C	PF Export Receivables Master Trust, 6.436%, due 06/01/15		113,406
	100,000	@@,#,C	Preferred Term Securities Ltd., 5.860%, due 03/23/35		100,375
	374,262	#	Toll Road Investors Partnership II LP, 17.590%, due 02/15/45		47,963
	86,000	@@,C	UFJ Finance Aruba AEC, 8.750%, due 12/31/49		90,809
					1,608,942
			Electric: 0.1%
	60,000	C	Commonwealth Edison Co., 5.950%, due 08/15/16		60,771
	12,000	@@	Empresa Nacional de Electricidad SA, 7.325%, due 02/01/37		13,072
	60,000	@@,L	Empresa Nacional de Electricidad SA, 8.625%, due 08/01/15		70,749
	37,000	C,L	FirstEnergy Corp., 6.450%, due 11/15/11		38,624
	33,256	#	Power Contract Financing, LLC, 6.256%, due 02/01/10		33,448
	13,330		PPL Montana, LLC, 8.903%, due 07/02/20		14,711
	79,000	C	Southern Co. CAP Trust I, 8.190%, due 02/01/37		82,392
					313,767
			Healthcare-Products: 0.0%
	44,000	C	Boston Scientific Corp., 7.000%, due 11/15/35		43,968
					43,968
			Home Builders: 0.0%
	76,000	L	D.R. Horton, Inc., 5.625%, due 09/15/14		73,520
					73,520

See Accompanying Notes to Financial Statements
79

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Multi-National:		0.0	%
$	56,000	@@	Corp. Andina de Fomento CAF, 5.125%, due 05/05/15	$	53,998
					53,998
			Oil & Gas: 0.1%
	62,000	@@,#	EMP Nacional Del Petrole, 4.875%, due 03/15/14		58,982
	12,000	@@,#	Empresa Nacional de Petroleo ENAP, 6.750%, due 11/15/12		12,660
	27,000	C	Pemex Project Funding Master Trust, 6.625%, due 06/15/35		27,655
	94,000	#	Pemex Project Funding Master Trust, 6.660%, due 06/15/10		96,726
	81,000	@@,#,C	Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, due 09/30/20		77,790
					273,813
			Pipelines: 0.1%
	202,000	#,C,I	Cameron Highway Oil Pipelines, 5.860%, due 12/15/17		197,518
					197,518
			Real Estate Investment Trusts: 0.1%
	23,000	C	Liberty Property LP, 6.375%, due 08/15/12		23,989
	95,000	C	Liberty Property LP, 7.750%, due 04/15/09		99,413
	62,000	C	Simon Property Group LP, 5.000%, due 03/01/12		60,977
					184,379
			Savings & Loans: 0.0%
	47,000	C	Great Western Financial, 8.206%, due 02/01/27		49,008
					49,008
			Sovereign: 0.1%
	267,000	L	Fannie Mae, 7.250%, due 01/15/10		284,253
					284,253
			Telecommunications: 0.1%
	57,000	C,L	Sprint Capital Corp., 6.875%, due 11/15/28		57,218
	77,000	@@,C	TELUS Corp., 8.000%, due 06/01/11		84,281
					141,499
Total Corporate Bonds/Notes (Cost $6,228,580)					6,205,794
U.S. GOVERNMENT AGENCY OBLIGATIONS: 3.3%
			Federal Home Loan Bank: 0.1%
	155,000	L	5.625%, due 06/13/16		159,815
					159,815
			Federal Home Loan Mortgage Corporation: 0.6%
	157,549	C	4.500%, due 12/15/16		154,687
	215,563	C	5.000%, due 08/15/16		212,515
	185,000	C	5.000%, due 05/15/20		179,408
	119,000	L	5.125%, due 04/18/08		119,007

Principal Amount				Value
$	147,000		5.125%, due 04/18/11	$	148,160
	477,000	C	5.750%, due 05/11/11		477,511
	140,000		5.750%, due 06/27/16		145,976
	167,552	C	6.000%, due 01/15/29		169,793
	35,000		6.000%, due 01/15/36		35,263
	277,000	L	6.625%, due 09/15/09		288,673
					1,930,993
			Federal National Mortgage Association: 2.6%
	406,000		4.500%, due 11/15/36		380,498
	136,000	W	4.500%, due 01/00/00		131,198
	88,581		4.806%, due 08/01/35		87,426
	144,000	L	4.875%, due 12/15/16		142,666
	1,387,000	W	5.000%, due 01/12/36		1,339,322
	595,000	W	5.000%, due 01/15/20		584,959
	360,000	L	5.250%, due 08/01/12		362,184
	171,000		5.250%, due 09/15/16		174,421
	2,826,000	W	5.500%, due 01/12/36		2,793,326
	97,959		5.500%, due 02/01/18		97,983
	362,000		5.500%, due 05/25/30		356,058
	135,889		5.500%, due 11/01/33		134,574
	107,182		5.500%, due 11/01/36		105,323
	216,000	C	5.600%, due 03/29/11		216,073
	51,971		6.000%, due 10/01/08		52,108
	110,577		6.000%, due 08/01/16		112,258
	93,000		6.000%, due 01/15/19		94,308
	116,999		6.000%, due 04/25/31		119,230
	133,000	W	6.500%, due 01/15/35		135,535
	49,910		6.500%, due 04/01/27		51,258
	10,373		7.000%, due 12/01/27		10,716
	126,019		7.000%, due 02/01/31		129,794
	1,947		7.000%, due 08/01/35		1,999
	27,406		7.500%, due 09/01/31		28,523
					7,641,740
			Government National Mortgage Association: 0.0%
	22,191		6.500%, due 01/15/29		22,830
	20,355		6.500%, due 01/15/32		20,919
	13,037		7.000%, due 04/15/26		13,488
	1,132		7.000%, due 01/15/28		1,170
	19,525		7.000%, due 02/15/28		20,183
					78,590
Total U.S. Government Agency Obligations (Cost $9,869,228)					9,811,138
U.S. TREASURY OBLIGATIONS: 0.9%
			U.S. Treasury Bonds: 0.4%
	586,000	L	4.500%, due 02/15/36		557,433
	264,000	L	4.625%, due 11/15/16		262,350
	242,000	L	6.000%, due 02/15/26		274,538
	235,000	L	6.250%, due 08/15/23		270,562
					1,364,883
			Treasury Inflation Protected Securities: 0.2%
	220,000		2.000%, due 01/15/16		216,046
	276,000	L	2.375%, due 04/15/11		279,576
					495,622

See Accompanying Notes to Financial Statements
80

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal
Amount

Value

U.S. Treasury Notes: 0.3%

278,000

4.500%, due 11/30/11

275,611

294,000

4.625%, due 11/30/08

293,024

268,000

4.625%, due 11/15/09

267,246

835,881

U.S. Treasury Principal
Only STRIP: 0.0%

541,000

Discount Note, due 02/15/36

137,085

137,085

Total U.S. Treasury Obligations
(Cost $2,817,449)

2,833,471

ASSET-BACKED SECURITIES: 0.2%

Automobile Asset-Backed
Securities: 0.0%

36,000

AmeriCredit Automobile
Receivables Trust, 4.220%,
due 07/06/09

35,738

35,738

Credit Card Asset-Backed
Securities: 0.0%

45,000

Bank One Issuance Trust,
4.540%, due 09/15/10

44,593

44,593

Home Equity Asset-Backed
Securities: 0.0%

16,000

Renaissance Home Equity Loan
Trust, 4.456%, (step rate
4.956%), due 05/25/35

15,852

25,000

Renaissance Home Equity Loan
Trust, 4.723%, (step rate
5.223%), due 11/25/35

24,855

45,000

Wells Fargo Home Equity Trust,
3.970%, due 05/25/34

44,064

84,771

Other Asset-Backed Securities: 0.2%

56,109

Chase Funding Mortgage Loan,
4.045%, due 05/25/33

55,366

25,000

Countrywide Asset-Backed
Certificates, 4.493%,
due 02/25/36

24,781

192,000

Countrywide Asset-Backed
Certificates, 5.683%,
due 10/25/46

191,940

26,000

Countrywide Asset-Backed
Certificates, 5.689%,
due 10/25/46

26,057

40,000

Equity One, Inc., 5.050%,
due 09/25/33

39,465

46,000

Merrill Lynch Mortgage
Investors, Inc., 5.609%, (step
rate 6.109%), due 03/25/37

45,942

407

Popular Mortgage Pass-Through
Trust, 3.735%, due 12/25/34

406

6,000

Popular Mortgage Pass-Through
Trust, 4.000%, due 12/25/34

5,939

19,000

Popular Mortgage Pass-Through
Trust, 4.596%, due 11/25/35

18,825

408,721

Total Asset-Backed Securities
(Cost $576,478)

573,823

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS: 3.9%
$	36,000	C	Banc of America Commercial Mortgage, Inc., 4.502%, due 07/10/42	$	34,949
	11,000	C	Banc of America Commercial Mortgage, Inc., 4.611%, due 07/10/43		10,812
	25,000	C	Banc of America Commercial Mortgage, Inc., 4.764%, due 07/10/45		24,675
	83,000	C	Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		82,069
	53,000	C	Banc of America Commercial Mortgage, Inc., 4.877%, due 11/10/42		52,472
	19,460	C	Banc of America Commercial Mortgage, Inc., 5.363%, due 07/10/46		19,548
	103,786	C	Banc of America Commercial Mortgage, Inc., 5.685%, due 07/10/44		104,658
	10,000	C	Banc of America Commercial Mortgage, Inc., 6.186%, due 06/11/35		10,406
	137,300	C	Banc of America Funding Corp., 5.858%, due 05/20/36		137,068
	46,000	C	Banc of America Mortgage Securities, 4.147%, due 07/25/34		44,795
	41,129	C	Banc of America Mortgage Securities, 5.250%, due 11/25/19		40,710
	36,911	C	Banc of America Mortgage Securities, 5.500%, due 11/25/33		36,379
	152,315	C	Bank of America Alternative Loan Trust, 6.290%, due 11/25/21		153,816
	271,794	C	Bank of America Alternative Loan Trust, 6.500%, due 04/25/36		275,277
	94,242	C	Bank of America Alternative Loan Trust, 6.500%, due 05/25/46		95,363
	69,000	C	Bear Stearns Commercial Mortgage Securities, 3.880%, due 08/13/39		67,043
	24,367	C	Bear Stearns Commercial Mortgage Securities, 5.294%, due 09/11/41		24,393
	10,000	C	Citigroup Commercial Mortgage Trust, 4.639%, due 05/15/43		9,814
	19,010	C	Citigroup Commercial Mortgage Trust, 5.720%, due 03/15/49		19,265
	100,902	C	Countrywide Alternative Loan Trust, 5.416%, due 10/25/35		99,640
	122,727	C	Countrywide Alternative Loan Trust, 5.500%, due 02/25/25		122,242
	41,472	C	Countrywide Alternative Loan Trust, 6.000%, due 05/25/36		41,759
	34,565	C	Credit Suisse First Boston Mortgage Securities Corp., 3.819%, due 05/15/36		33,103

See Accompanying Notes to Financial Statements
81

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
$	350,000	C	Credit Suisse First Boston Mortgage Securities Corp., 3.861%, due 03/15/36	$	342,621
	30,000	C	Credit Suisse First Boston Mortgage Securities Corp., 7.544%, due 04/15/62		32,326
	19,122	C	Credit Suisse Mortgage Capital Certificates, 4.991%, due 06/15/38		18,990
	164,592	C	DLJ Commercial Mortgage Corp., 6.240%, due 11/12/31		166,491
	400,000	C	DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32		415,633
	44,813	C	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39		43,906
	10,000	C	GE Capital Commercial Mortgage Corp., 4.371%, due 01/10/38		9,748
	70,894	C	GMAC Mortgage Corp. Loan Trust, 4.604%, due 10/19/33		68,757
	62,675	C	GMAC Mortgage Corp. Loan Trust, 5.500%, due 09/25/34		62,243
	93,000	C	Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37		92,727
	25,341	#,C	GSMPS Mortgage Loan Trust, 5.700%, due 01/25/35		25,460
	54,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.223%, due 01/15/42		52,545
	28,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.449%, due 01/12/38		27,237
	19,389	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.338%, due 05/12/45		19,429
	9,361	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.833%, due 04/15/45		9,477
	11,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.857%, due 10/12/35		11,267
	121,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.861%, due 04/15/45		124,350
	336,980	C	JP Morgan Mortgage Trust, 5.408%, due 11/25/35		332,767
	28,000	C	LB-UBS Commercial Mortgage Trust, 3.992%, due 10/15/29		27,123
	19,000	C	LB-UBS Commercial Mortgage Trust, 4.201%, due 12/15/29		18,499
	32,000	C	LB-UBS Commercial Mortgage Trust, 4.547%, due 08/15/29		31,236
	36,000	C	LB-UBS Commercial Mortgage Trust, 4.583%, due 08/15/29		35,106
	152,000	C	LB-UBS Commercial Mortgage Trust, 4.821%, due 04/15/30		150,148
	10,000	C	LB-UBS Commercial Mortgage Trust, 4.836%, due 02/15/40		9,616
	42,000	C	LB-UBS Commercial Mortgage Trust, 5.103%, due 11/15/30		41,871
	21,000	C	LB-UBS Commercial Mortgage Trust, 5.207%, due 02/15/31		20,933

Principal Amount						Value
$	19,339	C			LB-UBS Commercial Mortgage Trust, 5.741%, due 06/15/32	$	19,602
	152,000	C			LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		158,755
	104,665	C			MASTR Alternative Loans Trust, 5.500%, due 01/25/20		104,510
	281,296	C			MASTR Asset Securitization Trust, 5.500%, due 06/25/33		276,198
	26,000	C			Merrill Lynch Mortgage Trust, 5.660%, due 05/12/39		26,566
	25,000	C			Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.439%, due 02/12/39		25,183
	370,000	C			Morgan Stanley Capital I, 5.007%, due 01/14/42		366,065
	222,610	C			Morgan Stanley Capital I, 5.490%, due 07/12/44		224,280
	220,000	C			Morgan Stanley Capital I, 5.741%, due 08/12/41		225,098
	288,476	C			Morgan Stanley Dean Witter Capital I, 4.180%, due 03/12/35		278,860
	91,803	C			RAAC Series, 5.250%, due 09/25/34		90,725
	35,127	C			RAST 2006-A10 A5, 6.500%, due 09/25/36		35,343
	789,896	C			Residential Accredit Loans, Inc., 5.720%, due 04/25/35		792,970
	49,833		+,	C	Thornburg Mortgage Securities Trust, 5.720%, (step rate 6.060%), due 09/25/34		50,100
	10,000	C			Wachovia Bank Commercial Mortgage Trust, 5.223%, due 07/15/42		9,996
	18,806	C			Wachovia Bank Commercial Mortgage Trust, 5.726%, due 06/15/45		18,986
	20,000	C			Wachovia Bank Commercial Mortgage Trust, 5.935%, due 06/15/45		20,536
	218,714	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.000%, due 12/25/18		214,270
	1,500,000	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.567%, due 01/25/47		1,500,000
	500,000	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.596%, due 01/25/47		500,625
	820,345	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.748%, due 07/25/46		821,819
	278,384	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.750%, due 02/25/36		279,410
	821,348	C			Washington Mutual, Inc., 5.598%, due 11/25/46		821,188
	210,112	C			Washington Mutual, Inc., 5.667%, due 11/25/46		210,071

See Accompanying Notes to Financial Statements
82

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal
Amount

Value

354,242

Washington Mutual, Inc.,
5.882%, due 11/25/46

355,031

53,000

Wells Fargo Mortgage-Backed
Securities Trust, 3.499%,
due 06/25/35

51,638

32,468

Wells Fargo Mortgage-Backed
Securities Trust, 5.259%,
due 10/25/35

31,900

236,960

Wells Fargo Mortgage-Backed
Securities Trust, 5.387%,
due 08/25/35

233,831

245,320

Wells Fargo Mortgage-Backed
Securities Trust, 5.690%,
due 12/25/36

244,207

Total Collateralized
Mortgage Obligations
(Cost $11,765,799)

11,718,525

MUNICIPAL BONDS: 0.1%

California: 0.0%

65,000

City of San Diego, 7.125%,
due 06/01/32

67,021

67,021

Louisiana: 0.0%

114,000

#,C

Tulane University of Louisiana,
6.174%, due 11/15/12

114,000

114,000

Michigan: 0.1%

130,000

Michigan Tobacco Settlement
Finance Authority, 7.309%,
due 06/01/34

134,937

134,937

Total Municipal Bonds
(Cost $309,471)

315,958

Total Long-Term Investments
(Cost $249,940,445)

296,698,636

SHORT-TERM INVESTMENTS: 15.5%

		Repurchase Agreement: 3.1%
	9,203,000	Morgan Stanley Repurchase Agreement dated 12/29/06, 5.250%, due 01/02/07, $9,208,368 to be received upon repurchase (Collateralized by $29,615,000 Resolution Funding Corporation, Discount Note, Market Value $9,387,659, due 04/15/30)	9,203,000
Total Repurchase Agreement (Cost $9,203,000)			9,203,000

Principal Amount			Value
		Securities Lending Collateral^CC: 12.4%
$	37,007,489	The Bank of New York Institutional Cash Reserves Fund	$	37,007,489
Total Securities Lending Collateral (Cost $37,007,489)				37,007,489
Total Short-Term Investments (Cost $46,210,489)				46,210,489

Total Investments in Securities (Cost $296,150,934)*	114.8	%	$	342,909,125
Other Assets and Liabilities - Net	(14.8	)		(44,149,092	)
Net Assets	100.0	%	$	298,760,033

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

GDR Global Depositary Receipt

STRIP Separate Trading of Registered Interest and Principal of Securities

MASTR Mortgage Asset Securitization Transaction, Inc.

+ Step-up basis bonds. Interest rates shown reflect current and future coupon rates.

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

I Illiquid security

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

* Cost for federal income tax purposes is $298,886,078. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	46,644,960
Gross Unrealized Depreciation		(2,621,913	)
Net Unrealized Appreciation	$	44,023,047

VP Strategic Allocation Growth Open Futures Contracts on December 31, 2006:

Contract Description	Number of Contracts		Notional Market Value ($)			Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
S&P 400 E-Mini		4		324,520		3/16/07	$	(5,865	)
S&P 500		4		1,428,400		3/15/07		2,857
U.S. Treasury 2-Year Note		22		4,488,688		3/30/07		(15,021	)
U.S. Treasury 5-Year Note		24		2,521,500		3/30/07		(23,315	)
							$	(41,344	)
Short Contracts
90-Day Eurodollar		29		(6,864,300	)	3/19/07	$	2,598
U.S. Treasury 10-Year Note		2		(214,938	)	3/21/07		2,365
U.S. Treasury Long Bond		5		(557,188	)	3/21/07		12,129
							$	17,092

See Accompanying Notes to Financial Statements
83

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 73.0%
			Advertising: 0.3%
	500		Advo, Inc.	$	16,300
	7,900	L	Omnicom Group		825,866
					842,166
			Aerospace/Defense: 1.0%
	9,600		Boeing Co.		852,864
	500		Kaman Corp.		11,195
	24,082		Raytheon Co.		1,271,530
	14,400		United Technologies Corp.		900,288
					3,035,877
			Agriculture: 0.9%
	6,700	@	Alliance One International, Inc.		47,302
	24,150		Altria Group, Inc.		2,072,553
	15,837	@@	British American Tobacco PLC		443,456
	600		Delta & Pine Land Co.		24,270
					2,587,581
			Airlines: 0.2%
	1,500	@	Airtran Holdings, Inc.		17,610
	300	@	Alaska Air Group, Inc.		11,850
	50,105	@,@@	British Airways PLC		516,611
	600	@	JetBlue Airways Corp.		8,520
	2,723		Skywest, Inc.		69,464
					624,055
			Apparel: 0.6%
	1,200	@	Ashworth, Inc.		8,712
	18,800	@,L	Coach, Inc.		807,648
	600	@,L	Deckers Outdoor Corp.		35,970
	1,390	@,L	Gymboree Corp.		53,042
	5,400	@	Hanesbrands, Inc.		127,548
	6,300		Jones Apparel Group, Inc.		210,609
	1,500		Kellwood Co.		48,780
	1,800		K-Swiss, Inc.		55,332
	2,190		Phillips-Van Heusen		109,872
	1,820		Polo Ralph Lauren Corp.		141,341
	2,800		Wolverine World Wide, Inc.		79,856
					1,678,710
			Auto Manufacturers: 0.2%
	88,400	L	Ford Motor Co.		663,884
					663,884
			Auto Parts & Equipment: 0.1%
	5,600	L	ArvinMeritor, Inc.		102,088
	200		Bandag, Inc.		10,086
	900		Standard Motor Products, Inc.		13,482
	21,000	@@	Sumitomo Rubber Industries, Inc.		270,891
					396,547
			Banks: 6.1%
	67,149	@@	Banca Intesa S.p.A.		517,139
	77,350		Bank of America Corp.		4,129,717
	19,500	@@	Bank of Ireland		448,943
	51,863	@@	Barclays PLC		740,499
	41,545	@@	Capitalia S.p.A.		392,001
	2,400	L	Chittenden Corp.		73,656
	6,300		Colonial BancGroup, Inc.		162,162
	9,100		Comerica, Inc.		533,988
	17,939	@@	Depfa Bank PLC		320,550
	4,608	@@	Deutsche Bank AG		613,639

Shares				Value
	2,686		East-West Bancorp., Inc.	$	95,138
	5,700	@@	First Bancorp.		54,321
	600		First Indiana Corp.		15,216
	800		First Midwest Bancorp., Inc.		30,944
	4,400	L	FirstMerit Corp.		106,216
	2,800		Hanmi Financial Corp.		63,084
	62,303	@@	HSBC Holdings PLC		1,133,905
	1,600		Independent Bank Corp.		40,464
	3,500	@@	KBC Groep NV		428,465
	3,774	@@	Kookmin Bank ADR		304,335
	1,700		Mercantile Bankshares Corp.		79,543
	59	@@	Mitsubishi UFJ Financial Group, Inc.		731,942
	17,800	@@	National Australia Bank Ltd.		566,694
	25,400	L	National City Corp.		928,624
	23,800		Regions Financial Corp.		890,120
	3,275	@@	Societe Generale		554,032
	1,200		South Financial Group, Inc.		31,908
	29,000	@@	Sumitomo Trust & Banking Co., Ltd.		303,642
	5,100	L	TCF Financial Corp.		139,842
	900		Umpqua Holdings Corp.		26,487
	4,000	@@	Uniao de Bancos Brasileiros SA GDR		371,840
	19,900		US Bancorp.		720,181
	21,450		Wachovia Corp.		1,221,578
	2,700	L	Webster Financial Corp.		131,544
	37,800		Wells Fargo & Co.		1,344,168
	2,900		Whitney Holding Corp.		94,598
					18,341,125
			Beverages: 1.2%
	24,500		Coca-Cola Co.		1,182,125
	12,607	@@	Coca-Cola Hellenic Bottling Co. SA		491,876
	3,608	@@	Fomento Economico Mexicano SA de CV ADR		417,662
	100	@	Hansen Natural Corp.		3,368
	7,600		Pepsi Bottling Group, Inc.		234,916
	4,800		PepsiAmericas, Inc.		100,704
	19,850		PepsiCo, Inc.		1,241,618
					3,672,269
			Biotechnology: 0.4%
	14,050	@	Amgen, Inc.		959,756
	1,400	@	CryoLife, Inc.		10,710
	300	@	Digene Corp.		14,376
	100	@	Invitrogen Corp.		5,659
	10,100	@,L	Millennium Pharmaceuticals, Inc.		110,090
	2,200	@	PDL BioPharma, Inc.		44,308
	3,600	@,L	Savient Pharmaceuticals, Inc.		40,356
	2,100	@,L	Vertex Pharmaceuticals, Inc.		78,582
					1,263,837
			Building Materials: 0.2%
	300		ElkCorp		12,327
	17,788	@@	Italcementi S.p.A.		500,640
					512,967
			Chemicals: 1.1%
	1,000		Airgas, Inc.		40,520
	1,900		Chemtura Corp.		18,297
	11,500		Dow Chemical Co.		459,310
	10,500		EI DuPont de Nemours & Co.		511,455

See Accompanying Notes to Financial Statements
84

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Chemicals (continued)
	200		FMC Corp.	$	15,310
	2,200		Georgia Gulf Corp.		42,482
	2,700	L	HB Fuller Co.		69,714
	3,400		Lubrizol Corp.		170,442
	6,749	L	Lyondell Chemical Co.		172,572
	400	L	MacDermid, Inc.		13,640
	4,600		Monsanto Co.		241,638
	6,000	L	Olin Corp.		99,120
	2,500	@	Omnova Solutions, Inc.		11,450
	6,000	@,L	PolyOne Corp.		45,000
	500		Quaker Chemical Corp.		11,035
	6,000	L	Sherwin-Williams Co.		381,480
	54,000	@@	Sumitomo Chemical Co., Ltd.		417,877
	2,100	@@	Umicore		356,827
	5,200		Valspar Corp.		143,728
					3,221,897
			Commercial Services: 1.1%
	700	@	Alliance Data Systems Corp.		43,729
	7,500	@,L	Apollo Group, Inc.		292,275
	300		Banta Corp.		10,920
	1,200	@	Career Education Corp.		29,736
	1,200		Central Parking Corp.		21,600
	700	@,L	Consolidated Graphics, Inc.		41,349
	8,300	@	Convergys Corp.		197,374
	470	L	CPI Corp.		21,850
	4,000		DeVry, Inc.		112,000
	1,300	@	Heidrick & Struggles International, Inc.		55,068
	4,100	@	Hooper Holmes, Inc.		13,571
	1,100	@	ITT Educational Services, Inc.		73,007
	1,000	@	Kendle International, Inc.		31,450
	4,000	@,L	Korn/Ferry International		91,840
	3,400	@,L	Labor Ready, Inc.		62,322
	2,800		Manpower, Inc.		209,804
	16,550		McKesson Corp.		839,085
	12,000		Moody's Corp.		828,720
	5,500	@	MPS Group, Inc.		77,990
	2,300	@	Quanta Services, Inc.		45,241
	3,900	@	Valassis Communications, Inc.		56,550
	765	@,L	Vertrue, Inc.		29,384
	1,300	W,L	Viad Corp.		52,780
	700	@	Volt Information Sciences, Inc.		35,147
	2,000		Watson Wyatt Worldwide, Inc.		90,300
					3,363,092
			Computers: 2.6%
	800		Agilysys, Inc.		13,392
	5,023	@,@@,I	Atos Origin		297,024
	555	@	CACI International, Inc.		31,358
	4,275	@,L	Cadence Design Systems, Inc.		76,565
	800	@	Catapult Communications Corp.		7,184
	1,800	@,L	Ceridian Corp.		50,364
	58,600	@	Dell, Inc.		1,470,274
	1,580		Factset Research Systems, Inc.		89,238
	55,800		Hewlett-Packard Co.		2,298,402
	2,100		Imation Corp.		97,503
	28,750		International Business Machines Corp.		2,793,063
	900	@	Mercury Computer Systems, Inc.		12,024
	1,576	@,L	Micros Systems, Inc.		83,055
	2,600	@,L	Palm, Inc.		36,634
	1,700	@,L	Radisys Corp.		28,339

Shares				Value
	2,300	@	SRA International, Inc.	$	61,502
	1,800	@	SYKES Enterprises, Inc.		31,752
	4,400	@	Synopsys, Inc.		117,612
	3,100	@	Western Digital Corp.		63,426
					7,658,711
			Cosmetics/Personal Care: 0.9%
	7,800	L	Estee Lauder Cos., Inc.		318,396
	36,600		Procter & Gamble Co.		2,352,282
					2,670,678
			Distribution/Wholesale: 0.2%
	2,100		Building Materials Holding Corp.		51,849
	900	L	CDW Corp.		63,288	��
	855	L	Pool Corp.		33,490
	25,000	@@	Sumitomo Corp.		374,243
	2,800	@	Tech Data Corp.		106,036
					628,906
			Diversified Financial Services: 6.0%
	2,900		AG Edwards, Inc.		183,541
	13,850		American Express Co.		840,280
	4,600	@, L	AmeriCredit Corp.		115,782
	11,100		CIT Group, Inc.		619,047
	82,600		Citigroup, Inc.		4,600,820
	10,800		Fannie Mae		641,412
	10,000		Goldman Sachs Group, Inc.		1,993,500
	2,500		IndyMac Bancorp., Inc.		112,900
	1,700	@	Investment Technology Group, Inc.		72,896
	65,500		JPMorgan Chase & Co.		3,163,650
	45	@@,L	Kenedix, Inc.		203,006
	16,800		Lehman Brothers Holdings, Inc.		1,312,416
	9,500		Merrill Lynch & Co., Inc.		884,450
	25,150		Morgan Stanley		2,047,965
	4,200		Raymond James Financial, Inc.		127,302
	1,720	@@	SFCG Co., Ltd.		267,166
	1,000		SWS Group, Inc.		35,700
	1,900	@,L	TradeStation Group, Inc.		26,125
	12,370	@@	UBS AG		748,604
					17,996,562
			Electric: 2.0%
	58,000	@	AES Corp.		1,278,320
	600		Central Vermont Public Service Corp.		14,130
	1,200	L	Duquesne Light Holdings, Inc.		23,820
	4,200	L	Idacorp, Inc.		162,330
	53,123	@@	International Power PLC		395,673
	900		Northeast Utilities		25,344
	5,800		OGE Energy Corp.		232,000
	4,400	L	Pepco Holdings, Inc.		114,444
	31,400		PG&E Corp.		1,486,162
	6,200		PNM Resources, Inc.		192,820
	4,400	@@	RWE AG		482,315
	13,487	@@	Scottish & Southern Energy		409,580
	14,800		Southern Co.		545,528
	12,000	@@	Tokyo Electric Power Co., Inc.		387,676
	2,780		Wisconsin Energy Corp.		131,939
					5,882,081
			Electrical Components & Equipment: 0.2%
	2,200	L	Belden CDT, Inc.		85,998

See Accompanying Notes to Financial Statements
85

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Electrical Components & Equipment (continued)
	1,400	@,L	Littelfuse, Inc.	$	44,632
	62,000	@@	Toshiba Corp.		402,889
					533,519
			Electronics: 0.4%
	1,300		Amphenol Corp.		80,704
	300	@	Avnet, Inc.		7,659
	1,000	@,L	Benchmark Electronics, Inc.		24,360
	2,015	@	Coherent, Inc.		63,614
	1,300	L	Cubic Corp.		28,210
	500		Gentex Corp.		7,780
	8,500	@,@@	Hoya Corp.		331,303
	2,900		Methode Electronics, Inc.		31,407
	1,200	@	Planar Systems, Inc.		11,604
	2,200	@,L	Plexus Corp.		52,536
	300	@	Rogers Corp.		17,745
	3,600	@	Thomas & Betts Corp.		170,208
	900	@,L	Trimble Navigation Ltd.		45,657
	2,300	@	Varian, Inc.		103,017
	8,300	@,L	Vishay Intertechnology, Inc.		112,382
					1,088,186
			Engineering & Construction: 0.7%
	7,100	@@	Bouygues		454,587
	1,500	@	EMCOR Group, Inc.		85,275
	2,800		Granite Construction, Inc.		140,896
	5,957	@@	Hochtief AG		431,936
	2,900	@	Jacobs Engineering Group, Inc.		236,466
	500	@	Shaw Group, Inc.		16,750
	64,000	@@,L	Taisei Corp.		194,812
	840	@	URS Corp.		35,994
	4,100	@@	Vinci SA		522,552
					2,119,268
			Entertainment: 0.0%
	700	@,L	Pinnacle Entertainment, Inc.		23,198
					23,198
			Environmental Control: 0.4%
	31,200		Waste Management, Inc.		1,147,224
					1,147,224
			Exchange Traded Fund: 0.1%
	6,100	@@,L	iShares S&P SmallCap 600 Index Fund		402,539
					402,539
			Food: 1.3%
	13,900		Campbell Soup Co.		540,571
	30,400		ConAgra Foods, Inc.		820,800
	2,880		Corn Products International, Inc.		99,475
	17,077		General Mills, Inc.		983,635
	2,892	@@	Groupe Danone		437,337
	3,969		Hormel Foods Corp.		148,202
	1,400	@,L	Ralcorp Holdings, Inc.		71,246
	900	@	Smithfield Foods, Inc.		23,094
	25,400	@@	Unilever PLC		706,444
	700	@,L	United Natural Foods, Inc.		25,144
					3,855,948
			Forest Products & Paper: 0.2%
	1,800	@	Caraustar Industries, Inc.		14,562
	6,300		Louisiana-Pacific Corp.		135,639

Shares				Value
	1,900		Rock-Tenn Co.	$	51,509
	900		Schweitzer-Mauduit International, Inc.		23,445
	6,300	L	Temple-Inland, Inc.		289,989
					515,144
			Gas: 0.1%
	200		Cascade Natural Gas Corp.		5,184
	3,514		Energen Corp.		164,947
	5,530		UGI Corp.		150,858
					320,989
			Hand/Machine Tools: 0.0%
	3,300		Snap-On, Inc.		157,212
					157,212
			Healthcare-Products: 1.4%
	900	@	Advanced Medical Optics, Inc.		31,680
	700	L	Cooper Cos., Inc.		31,150
	4,900	@,L	Cytyc Corp.		138,670
	6,524		Dentsply International, Inc.		194,741
	3,200	@,L	Edwards Lifesciences Corp.		150,528
	1,600	@	Haemonetics Corp.		72,032
	884	@,L	Hologic, Inc.		41,796
	467	@	Idexx Laboratories, Inc.		37,033
	1,100	@,L	Immucor, Inc.		32,153
	200	@	Intuitive Surgical, Inc.		19,180
	33,750		Johnson & Johnson		2,228,175
	13,800		Medtronic, Inc.		738,438
	1,400		Mentor Corp.		68,418
	1,400	@	Osteotech, Inc.		7,910
	1,300	@	Possis Medical, Inc.		17,524
	1,115	@	Respironics, Inc.		42,091
	2,400	@	Techne Corp.		133,080
	2,200	@	Varian Medical Systems, Inc.		104,654
					4,089,253
			Healthcare-Services: 2.4%
	25,000		Aetna, Inc.		1,079,500
	1,400	@	Amerigroup Corp.		50,246
	1,500	@,L	Centene Corp.		36,855
	9,050	@	Coventry Health Care, Inc.		452,953
	3,400	@@	Fresenius Medical Care AG & Co. KGaA		452,623
	2,100	@,L	Gentiva Health Services, Inc.		40,026
	1,920	@	Health Net, Inc.		93,427
	1,300	@,L	Healthways, Inc.		62,023
	9,250	@	Humana, Inc.		511,618
	7,500	@,L	Laboratory Corp. of America Holdings		551,025
	500	@	Lincare Holdings, Inc.		19,920
	2,638	@	Odyssey HealthCare, Inc.		34,980
	1,360	@,L	Pediatrix Medical Group, Inc.		66,504
	1,210	@,L	Sierra Health Services, Inc.		43,608
	37,600		UnitedHealth Group, Inc.		2,020,248
	19,900	@	WellPoint, Inc.		1,565,931
					7,081,487
			Holding Companies-Diversified: 0.0%
	5,200		Leucadia National Corp.		146,640
					146,640
			Home Builders: 0.2%
	115,500	@,@@	Haseko Corp.		412,165

See Accompanying Notes to Financial Statements
86

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Home Builders (continued)
	25	@,L	NVR, Inc.	$	16,125
	1,800	L	Winnebago Industries		59,238
					487,528
			Home Furnishings: 0.2%
	900	@	Audiovox Corp.		12,681
	2,000		Ethan Allen Interiors, Inc.		72,220
	21,000	@@	Matsushita Electric Industrial Co., Ltd.		421,081
					505,982
			Household Products/Wares: 0.2%
	900		American Greetings Corp.		21,483
	1,900	L	Blyth, Inc.		39,425
	3,300	@@	Henkel KGaA		485,035
					545,943
			Housewares: 0.0%
	2,015	L	Toro Co.		93,959
					93,959
			Insurance: 5.7%
	14,600	@@	ACE Ltd.		884,322
	20,700		Allstate Corp.		1,347,777
	6,400		AMBAC Financial Group, Inc.		570,048
	3,575	L	American Financial Group, Inc.		128,378
	27,900		American International Group, Inc.		1,999,314
	600		Brown & Brown, Inc.		16,926
	80,000	@@	China Life Insurance Co., Ltd.		273,067
	18,100		Chubb Corp.		957,671
	6,300	L	Cigna Corp.		828,891
	2,100		Delphi Financial Group		84,966
	2,100	@@	Everest Re Group Ltd.		206,031
	2,720		Fidelity National Title Group, Inc.		64,954
	24,500		Genworth Financial, Inc.		838,145
	11,540		Hartford Financial Services Group, Inc.		1,076,797
	4,600		HCC Insurance Holdings, Inc.		147,614
	3,200		Horace Mann Educators Corp.		64,640
	1,020	L	Landamerica Financial Group, Inc.		64,372
	177,913	@@	Legal & General Group PLC		546,777
	21,900		Loews Corp.		908,193
	23,850		Metlife, Inc.		1,407,389
	2,129	@@	Muenchener Rueckversicherungs AG		366,830
	3,530		Old Republic International Corp.		82,178
	2,340	@	Philadelphia Consolidated Holding Co.		104,270
	1,100		PMI Group, Inc.		51,887
	1,700		Presidential Life Corp.		37,315
	1,600	@,L	ProAssurance Corp.		79,872
	37,500		Progressive Corp.		908,250
	2,900		Protective Life Corp.		137,750
	15,081	L	Prudential Financial, Inc.		1,294,855
	1,610		Radian Group, Inc.		86,795
	5,669		Safeco Corp.		354,596
	1,000	L	Safety Insurance Group, Inc.		50,710
	400	@	SCPIE Holdings, Inc.		10,456
	1,445	L	Selective Insurance Group		82,784
	2,600		Stancorp Financial Group, Inc.		117,130

Shares				Value
	2,300		Unitrin, Inc.	$	115,253
	5,717		WR Berkley Corp.		197,294
	1,800	L	Zenith National Insurance Corp.		84,438
	1,560	@@	Zurich Financial Services AG		418,528
					16,997,463
			Internet: 0.5%
	500	@	Digital Insight Corp.		19,245
	2,200	@,L	Google, Inc.		1,013,056
	800	@,L	j2 Global Communications, Inc.		21,800
	2,390	@	McAfee, Inc.		67,828
	3,500	@	Napster, Inc.		12,705
	1,900	@	PC-Tel, Inc.		17,765
	1,500	@	Stamps.com, Inc.		23,625
	3,700		United Online, Inc.		49,136
	12,600	@	VeriSign, Inc.		303,030
	400	@	WebEx Communications, Inc.		13,956
					1,542,146
			Iron/Steel: 0.8%
	56,700	@@	BlueScope Steel Ltd.		384,494
	400		Carpenter Technology Corp.		41,008
	1,200		Chaparral Steel Co.		53,124
	620		Cleveland-Cliffs, Inc.		30,033
	15,500		Nucor Corp.		847,230
	1,700		Ryerson, Inc.		42,653
	800		Steel Dynamics, Inc.		25,960
	600		Steel Technologies, Inc.		10,530
	130,000	@@	Sumitomo Metal Industries Ltd.		564,424
	7,100		United States Steel Corp.		519,294
					2,518,750
			Leisure Time: 0.6%
	8,660	@@	Carnival PLC		437,476
	86,880	@@	First Choice Holidays PLC		482,691
	610	L	Polaris Industries, Inc.		28,566
	7,900		Sabre Holdings Corp.		251,931
	17,000	@@	Yamaha Motor Co., Ltd.		534,374
					1,735,038
			Lodging: 0.1%
	600	@	Aztar Corp.		32,652
	2,300	L	Harrah's Entertainment, Inc.		190,256
					222,908
			Machinery-Construction & Mining: 0.5%
	12,695	@@	Atlas Copco AB		410,284
	7,500		Caterpillar, Inc.		459,975
	17,100	@,@@	Hitachi Construction Machinery Co., Ltd.		459,208
	2,200		Joy Global, Inc.		106,348
					1,435,815
			Machinery-Diversified: 0.2%
	200	@	AGCO Corp.		6,188
	3,000		Cummins, Inc.		354,540
	2,500	@,L	Gardner Denver, Inc.		93,275
	867		IDEX Corp.		41,104
	1,000		Manitowoc Co., Inc.		59,430
					554,537

See Accompanying Notes to Financial Statements
87

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Media: 2.1%
	8,100		CBS Corp.-Class B	$	252,558
	6,100		Clear Channel Communications, Inc.		216,794
	21,500	@,L	Comcast Corp.		910,095
	32,900	@	DIRECTV Group, Inc.		820,526
	14,300		McGraw-Hill Cos., Inc.		972,686
	24,600		News Corp., Inc.		528,408
	1,300	L	Reader's Digest Association, Inc.		21,710
	34,030	@@	Reed Elsevier PLC		373,237
	11,783	@@	Vivendi		459,588
	50,700		Walt Disney Co.		1,737,489
	110		Washington Post		82,016
					6,375,107
			Metal Fabricate/Hardware: 0.0%
	750	L	AM Castle & Co.		19,088
	2,800		Commercial Metals Co.		72,240
	1,762	L	Quanex Corp.		60,948
					152,276
			Mining: 0.3%
	27,472	@@	BHP Billiton Ltd.		546,393
	2,530	L	Phelps Dodge Corp.		302,892
					849,285
			Miscellaneous Manufacturing: 3.6%
	8,450		3M Co.		658,509
	1,900	L	Acuity Brands, Inc.		98,876
	1,570	L	AO Smith Corp.		58,969
	499	L	Aptargroup, Inc.		29,461
	200	@	Ceradyne, Inc.		11,300
	6,500		Cooper Industries Ltd.		587,795
	4,200		Crane Co.		153,888
	14,800	L	Eastman Kodak Co.		381,840
	9,800		Eaton Corp.		736,372
	1,520	@	EnPro Industries, Inc.		50,479
	126,692		General Electric Co.		4,714,209
	200		Harsco Corp.		15,220
	36,600		Honeywell International, Inc.		1,655,784
	7,200		Parker Hannifin Corp.		553,536
	1,400		Pentair, Inc.		43,960
	500		Roper Industries, Inc.		25,120
	1,000		Standex International Corp.		30,130
	1,600	@,L	Sturm Ruger & Co., Inc.		15,360
	2,889		Teleflex, Inc.		186,514
	700		Tredegar Corp.		15,827
	24,200	@@	Tyco International Ltd.		735,680
					10,758,829
			Office Furnishings: 0.0%
	4,372	L	Herman Miller, Inc.		158,966
					158,966
			Office/Business Equipment: 0.2%
	45,000	@	Xerox Corp.		762,750
					762,750
			Oil & Gas: 6.6%
	17,900	L	Anadarko Petroleum Corp.		779,008
	200		Cabot Oil & Gas Corp.		12,130
	38,981		Chevron Corp.		2,866,273
	1,305		Cimarex Energy Co.		47,633
	16,400		ConocoPhillips		1,179,980

Shares				Value
	3,400		ENSCO International, Inc.	$	170,204
	13,300	@@	ERG S.p.A.		303,629
	93,550		ExxonMobil Corp.		7,168,737
	1,100	@	Forest Oil Corp.		35,948
	4,080		Frontier Oil Corp.		117,259
	7,810		Helmerich & Payne, Inc.		191,111
	11,500		Marathon Oil Corp.		1,063,750
	3,200	@	Newfield Exploration Co.		147,040
	3,880		Noble Energy, Inc.		190,392
	14,540	@@	Norsk Hydro ASA		448,810
	24,700		Occidental Petroleum Corp.		1,206,101
	1,000	L	Penn Virginia Corp.		70,040
	3,180	@@	Petroleo Brasileiro SA		327,508
	200		Pioneer Natural Resources Co.		7,938
	100	@	Plains Exploration & Production Co.		4,753
	24,188	@@	Royal Dutch Shell PLC-Class B		845,680
	30,707	@@	Santos Ltd.		238,974
	9,600	@@	Sasol, Ltd. ADR		354,240
	1,500	@	Southwestern Energy Co.		52,575
	2,400	L	St. Mary Land & Exploration Co.		88,416
	400	@,L	Stone Energy Corp.		14,140
	10,400	@@	Total SA		748,357
	19,600		Valero Energy Corp.		1,002,736
					19,683,362
			Oil & Gas Services: 0.9%
	1,700	@	Grant Prideco, Inc.		67,609
	32,800	L	Halliburton Co.		1,018,440
	1,400	@,L	Helix Energy Solutions Group, Inc.		43,918
	300	@	Lone Star Technologies		14,523
	16,300	@,@@	Petroleum Geo-Services		381,530
	11,800	L	Schlumberger Ltd.		745,288
	1,000	@,L	SEACOR Holdings, Inc.		99,140
	4,030		Tidewater, Inc.		194,891
	600	@,L	Veritas DGC, Inc.		51,378
					2,616,717
			Packaging & Containers: 0.1%
	7,900	@,L	Pactiv Corp.		281,951
	4,700		Sonoco Products Co.		178,882
					460,833
			Pharmaceuticals: 4.1%
	18,400		Abbott Laboratories		896,264
	11,800		AmerisourceBergen Corp.		530,528
	10,849	@@	AstraZeneca PLC		581,414
	500	@	Cephalon, Inc.		35,205
	16,900	@	Forest Laboratories, Inc.		855,140
	30,500	@@	GlaxoSmithKline PLC		802,785
	13,800	@,L	King Pharmaceuticals, Inc.		219,696
	1,100		Medicis Pharmaceutical Corp.		38,643
	52,300		Merck & Co., Inc.		2,280,280
	11,800		Mylan Laboratories		235,528
	1,400	@	NBTY, Inc.		58,198
	1,900	@,L	Noven Pharmaceuticals, Inc.		48,355
	4,395	@@	Omega Pharma SA		330,729
	500		Omnicare, Inc.		19,315
	84,050		Pfizer, Inc.		2,176,895
	4,670	@@	Roche Holding AG		835,526
	54,100		Schering-Plough Corp.		1,278,924
	1,700	@,L	Sepracor, Inc.		104,686
	2,640	@	Theragenics Corp.		8,184

See Accompanying Notes to Financial Statements
88

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Pharmaceuticals (continued)
	800	@,L	USANA Health Sciences, Inc.	$	41,328
	15,200		Wyeth		773,984
					12,151,607
			Pipelines: 0.2%
	8,600		Questar Corp.		714,230
					714,230
			Real Estate: 0.1%
	27,000	@@	Cheung Kong Holdings Ltd.		331,676
					331,676
			Real Estate Investment Trusts: 0.3%
	2,000		AMB Property Corp.		117,220
	700	L	Colonial Properties Trust		32,816
	4,660		Equity Office Properties Trust		224,472
	415		Essex Property Trust, Inc.		53,639
	700	L	Highwoods Properties, Inc.		28,532
	4,200	L	Hospitality Properties Trust		199,626
	900		Longview Fibre Co.		19,755
	500		LTC Properties, Inc.		13,655
	1,000		Macerich Co.		86,570
	1,000		Regency Centers Corp.		78,170
					854,455
			Retail: 4.1%
	400	@	99 Cents Only Stores		4,868
	1,135		Abercrombie & Fitch Co.		79,030
	1,600		Advance Auto Parts, Inc.		56,896
	2,900	@,L	Aeropostale, Inc.		89,523
	5,048	L	American Eagle Outfitters		157,532
	3,600	@	AnnTaylor Stores Corp.		118,224
	400		Barnes & Noble, Inc.		15,884
	5,800	@,L	Big Lots, Inc.		132,936
	800		Brinker International, Inc.		24,128
	1,550		Brown Shoe Co., Inc.		73,997
	5,800	@,L	Charming Shoppes, Inc.		78,474
	2,300	@,L	Chico's FAS, Inc.		47,587
	400	@,L	Childrens Place Retail Stores, Inc.		25,408
	2,600	L	Christopher & Banks Corp.		48,516
	2,760	L	Claire's Stores, Inc.		91,466
	4,500	@,L	Dollar Tree Stores, Inc.		135,450
	14,000	@@	Don Quijote Co., Ltd.		267,252
	2,900	@,L	Dress Barn, Inc.		67,657
	8,700		Family Dollar Stores, Inc.		255,171
	20,600		Federated Department Stores, Inc.		785,478
	29,500		Gap, Inc.		575,250
	1,300	L	Group 1 Automotive, Inc.		67,236
	21,250	L	Home Depot, Inc.		853,400
	1,600	@	Jack in the Box, Inc.		97,664
	12,700	@	Kohl's Corp.		869,061
	17,500		Lowe's Cos., Inc.		545,125
	33,200	L	McDonald's Corp.		1,471,756
	2,382	L	Men's Wearhouse, Inc.		91,135
	11,600	L	Nordstrom, Inc.		572,344
	14,600	@	Office Depot, Inc.		557,282
	4,000		OfficeMax, Inc.		198,600
	1,000		OSI Restaurant Partners, Inc.		39,200
	545	@,L	Panera Bread Co.		30,471
	2,975	@	Payless Shoesource, Inc.		97,640
	4,100		Petsmart, Inc.		118,326
	5,900		Ross Stores, Inc.		172,870

Shares				Value
	1,300	@	Saks, Inc.	$	23,166
	1,100	@,L	School Specialty, Inc.		41,239
	3,168	@,L	Select Comfort Corp.		55,092
	9,000	@@	Seven & I Holdings Co., Ltd.		279,855
	3,477	@	Sonic Corp.		83,274
	8,000	@,L	Starbucks Corp.		283,360
	9,700		Target Corp.		553,385
	23,000		TJX Cos., Inc.		655,960
	1,200	@	Tween Brands, Inc.		47,916
	28,200	L	Wal-Mart Stores, Inc.		1,302,276
					12,238,360
			Savings & Loans: 0.1%
	1,100		Anchor Bancorp. Wisconsin, Inc.		31,702
	2,200	L	Bankunited Financial Corp.		61,512
	300	L	Fidelity Bankshares, Inc.		11,901
	1,000	@,L	FirstFed Financial Corp.		66,970
					172,085
			Semiconductors: 1.2%
	2,000	@,L	Actel Corp.		36,320
	18,500	@	Altera Corp.		364,080
	13,200	@,L	Atmel Corp.		79,860
	4,900	@,L	Brooks Automation, Inc.		70,560
	700	@	Cree, Inc.		12,124
	1,800	@,L	DSP Group, Inc.		39,060
	6,400	@	Fairchild Semiconductor International, Inc.		107,584
	7,800	@	Integrated Device Technology, Inc.		120,744
	59,500		Intel Corp.		1,204,875
	2,065	@	Lam Research Corp.		104,530
	21,100	@,L	LSI Logic Corp.		189,900
	2,800	@	MEMC Electronic Materials, Inc.		109,592
	2,960	L	Microchip Technology, Inc.		96,792
	40,800	@,L	Micron Technology, Inc.		569,568
	6,400	@	Novellus Systems, Inc.		220,288
	2,080	@	Pericom Semiconductor Corp.		23,858
	5,500	@	Semtech Corp.		71,885
	9,300	@@	Shinko Electric Industries		242,356
	200	@,L	Teradyne, Inc.		2,992
	922	@,L	Varian Semiconductor Equipment Associates, Inc.		41,969
					3,708,937
			Software: 2.3%
	2,500		Acxiom Corp.		64,125
	1,900	@,L	Altiris, Inc.		48,222
	660	@,L	Ansys, Inc.		28,703
	12,200	@	BMC Software, Inc.		392,840
	2,300	@	Captaris, Inc.		17,871
	1,040	@,L	Cerner Corp.		47,320
	22,150	@	Compuware Corp.		184,510
	2,500	@	CSG Systems International		66,825
	3,400	@	Dendrite International, Inc.		36,414
	800	@	Digi International, Inc.		11,032
	1,218	@	Dun & Bradstreet Corp.		100,838
	2,100	L	Fair Isaac Corp.		85,365
	32,800		First Data Corp.		837,056
	1,170		Global Payments, Inc.		54,171
	947	@	Hyperion Solutions Corp.		34,035
	300		Inter-Tel, Inc.		6,648
	1,600	@	Mapinfo Corp.		20,880
	105,550		Microsoft Corp.		3,151,723

See Accompanying Notes to Financial Statements
89

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Software (continued)
	300	@,L	Open Solutions, Inc.	$	11,292
	41,600	@	Oracle Corp.		713,024
	500	@	Per-Se Technologies, Inc.		13,890
	400	@	SPSS, Inc.		12,028
	4,805	@,L	Sybase, Inc.		118,684
	20,639	@,@@,L	Tele Atlas NV		434,056
	9,796	@,@@	Tomtom, Inc.		421,783
					6,913,335
			Telecommunications: 4.5%
	2,300	@	3Com Corp.		9,453
	2,500	@	Adaptec, Inc.		11,650
	46,136	@@	Alcatel SA		658,222
	600	@	Andrew Corp.		6,138
	600	@,L	Anixter International, Inc.		32,580
	47,700		AT&T, Inc.		1,705,275
	27,500	@,L	Avaya, Inc.		384,450
	22,300		BellSouth Corp.		1,050,553
	2,000	@	C-COR, Inc.		22,280
	8,700	@	Cincinnati Bell, Inc.		39,759
	110,400	@	Cisco Systems, Inc.		3,017,221
	300		Commonwealth Telephone Enterprises, Inc.		12,558
	2,600	@,L	Ditech Networks, Inc.		17,992
	1,806	L	Harris Corp.		82,823
	66,100		Motorola, Inc.		1,359,016
	1,900	@	Network Equipment Technologies, Inc.		11,058
	96	@@	Nippon Telegraph & Telephone Corp.		473,423
	6,243	@@	Orascom Telecom GDR		412,484
	17,050		Qualcomm, Inc.		644,320
	36,700		Sprint Nextel Corp.		693,263
	237,038	@@	Telecom Italia S.p.A.		600,276
	8,953	@@	Telekomunikasi Indonesia Tbk PT ADR		408,257
	1,435		Telephone & Data Systems, Inc.		77,964
	4,100	@,L	Utstarcom, Inc.		35,875
	35,600		Verizon Communications, Inc.		1,325,744
	177,200	@@	Vodafone Group PLC		489,368
					13,582,002
			Textiles: 0.1%
	800		Angelica Corp.		20,640
	2,400	@,L	Mohawk Industries, Inc.		179,664
					200,304
			Toys/Games/Hobbies: 0.2%
	9,200		Hasbro, Inc.		250,700
	19,500		Mattel, Inc.		441,870
					692,570
			Transportation: 0.5%
	3,610	L	CH Robinson Worldwide, Inc.		147,613
	70	@@	East Japan Railway Co.		466,610
	400		Expeditors International Washington, Inc.		16,200
	2,000	@,L	HUB Group, Inc.		55,100
	1,200	@,L	Kansas City Southern		34,776
	900	@,L	Kirby Corp.		30,717
	972		Landstar System, Inc.		37,111
	46,000	@@	Mitsui OSK Lines Ltd.		454,327
	2,100	@,L	Old Dominion Freight Line		50,547

Shares				Value
	2,680	L	Overseas Shipholding Group	$	150,884
	700	@	Swift Transportation Co., Inc.		18,389
	200	@	YRC Worldwide, Inc.		7,546
					1,469,820
			Water: 0.2%
	7,620	@@	Veolia Environnement		581,131
					581,131
Total Common Stock (Cost $180,069,147)					218,590,258
EQUITY-LINKED SECURITIES: 0.2%
			Equity Linked Securities: 0.2%
	600,000		KAUP Bank		563,288
					563,288
Total Equity-Linked Securities (Cost $600,000)					563,288
PREFERRED STOCK: 0.4%
			Banks: 0.1%
	13,000	P	Bank of American Corp.		324,350
					324,350
			Diversified Financial Services: 0.1%
	9,000	P	Merrill Lynch & Co., Inc.		234,720
					234,720
			Insurance: 0.2%
	12,100	@@,P	Aegon NV		314,297
	10,100	P	Metlife, Inc.		265,731
					580,028
Total Preferred Stock (Cost $1,096,693)					1,139,098
Principal Amount				Value
CORPORATE BONDS/NOTES: 4.0%
			Banks: 1.6%
$	220,000	@@,C	Australia & New Zealand Banking Group Ltd., 5.556%, due 10/29/49	$	191,545
	123,000	@@,#,C	Banco Mercantil del Norte SA, 6.135%, due 10/13/16		123,656
	89,000	@@	Banco Santander Chile SA, 7.375%, due 07/18/12		97,428
	110,000	@@,C	Bank of Ireland, 5.625%, due 12/29/49		95,801
	90,000	@@,C	Bank of Nova Scotia, 5.625%, due 08/21/85		76,401
	40,000		Bank of Scotland, 5.563%, due 11/30/49		34,423
	61,000	C	BankAmerica Capital II, 8.000%, due 12/15/26		63,508
	60,000	@@,C	Barclays Bank PLC, 5.750%, due 12/31/49		52,484
	150,000	@@,C,L	BNP Paribas, 5.445%, due 09/29/49		128,644
	116,000	@@,#,C	Chuo Mitsui Trust & Banking Co., Ltd., 5.506%, due 04/15/49		110,977

See Accompanying Notes to Financial Statements
90

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Banks (continued)
$	90,000	@@,C	Den Norske Bank ASA, 5.563%, due 08/29/49	$	76,500
	20,000	@@,C	Den Norske Bank ASA, 5.625%, due 11/29/49		17,289
	127,000	#,C	Dresdner Funding Trust I, 8.151%, due 06/30/31		153,413
	309,000	@@,#,C	HBOS PLC, 5.375%, due 11/29/49		304,721
	350,000	@@,C	HSBC Bank PLC, 5.475%, due 06/29/49		297,500
	180,000	@@,C	HSBC Bank PLC, 5.688%, due 06/29/49		156,150
	220,000	@@,C	Lloyds TSB Bank PLC, 5.560%, due 08/29/49		189,923
	20,000	@@,C,L	Lloyds TSB Bank PLC, 5.563%, due 11/29/49		17,406
	195,000	C	M&I Capital Trust A, 7.650%, due 12/01/26		201,852
	131,000	C	Mellon Capital I, 7.720%, due 12/01/26		136,400
	110,000	@@,C	Mizuho Financial Group Cayman Ltd., 8.375%, due 12/31/49		116,275
	130,000	@@,C,L	National Australia Bank Ltd., 5.556%, due 10/29/49		112,844
	20,000	@@,C	National Westminster Bank PLC, 5.500%, due 11/29/49		17,152
	140,000	#,C	Rabobank Capital Funding II, 5.260%, due 12/29/49		137,110
	60,000	#,C	Rabobank Capital Funding Trust, 5.254%, due 12/31/49		57,958
	36,000	C,L	RBS Capital Trust I, 5.512%, due 09/30/49		35,638
	163,000	@@,#,C	Resona Bank Ltd., 5.850%, due 09/29/49		159,443
	370,000	@@,C	Royal Bank of Scotland Group PLC, 5.563%, due 12/29/49		317,475
	110,000	@@,C	Societe Generale, 5.438%, due 11/29/49		95,056
	270,000	@@,C	Standard Chartered PLC, 5.500%, due 07/29/49		223,425
	410,000	@@,C	Standard Chartered PLC, 5.625%, due 11/29/49		344,400
	40,000	@@,C	Standard Chartered PLC, 5.730%, due 01/29/49		33,100
	118,000	@@,C	Sumitomo Mitsui Banking Corp., 8.150%, due 08/01/49		122,408
	114,000	C	Wachovia Capital Trust III, 5.800%, due 12/31/49		115,047
	90,000	@@,C	Westpac Banking Corp., 5.525%, due 09/30/49		77,025
	181,000	#,C	Westpac Capital Trust IV, 5.256%, due 12/29/49		172,336
	210,000	@@,#,C	Woori Bank, 6.125%, due 05/03/16		214,650
					4,877,363
			Beverages: 0.1%
	168,000	@@	Cia Brasileira de Bebidas, 8.750%, due 09/15/13		196,560
					196,560

Shares				Value
			Chemicals: 0.0%
$	40,000		Stauffer Chemical, 5.620%, due 04/15/10	$	33,421
	80,000		Stauffer Chemical, 5.890%, due 04/15/18		41,919
	80,000		Stauffer Chemical, 7.670%, due 04/15/17		44,435
					119,775
			Diversified Financial Services: 1.2%
	290,000	@@,#,C	Aiful Corp., 4.450%, due 02/16/10		278,347
	193,930	@@,#	Brazilian Merchant Voucher Receivables Ltd., 5.911%, due 06/15/11		191,021
	151,000	C	Citigroup Capital II, 7.750%, due 12/01/36		156,140
	256,000	#,C	Corestates Capital Trust I, 8.000%, due 12/15/26		266,598
	119,000	#,L	Farmers Exchange Capital, 7.200%, due 07/15/48		122,271
	75,000	@@,C	Financiere CSFB NV, 5.485%, due 03/29/49		64,313
	148,000	C	Fund American Cos., Inc., 5.875%, due 05/15/13		147,309
	164,000	#,C	HVB Funding Trust III, 9.000%, due 10/22/31		213,890
	134,000	C	JPM Capital Trust I, 7.540%, due 01/15/27		139,032
	150,000	C	JPM Capital Trust II, 7.950%, due 02/01/27		156,097
	269,000	#,C	Mangrove Bay Pass-Through Trust, 6.102%, due 07/15/33		263,242
	188,000	@@,C	MUFG Capital Finance 1 Ltd., 6.346%, due 12/31/49		191,138
	95,000	@@,C	Paribas, 5.500%, due 12/31/49		81,959
	72,333	@@,#,C	Petroleum Export Ltd., 4.623%, due 06/15/10		71,230
	112,947	@@,#,C	Petroleum Export Ltd., 5.265%, due 06/15/11		109,978
	280,529	@@,#,C	PF Export Receivables Master Trust, 6.436%, due 06/01/15		286,315
	279,000	@@,#,C	Preferred Term Securities Ltd., 5.860%, due 03/23/35		280,046
	935,655	#	Toll Road Investors Partnership II LP, 17.590%, due 02/15/45		119,907
	100,000	#,C	Twin Reefs Pass-Through Trust, 6.350%, due 12/10/49		100,190
	157,000	@@,C,L	UFJ Finance Aruba AEC, 8.750%, due 12/31/49		165,779
	108,000	#,C	Wachovia Capital Trust V, 7.965%, due 06/01/27		113,045
					3,517,847
			Electric: 0.2%
	120,000	C	Commonwealth Edison Co., 5.950%, due 08/15/16		121,541
	24,000	@@	Empresa Nacional de Electricidad SA, 7.325%, due 02/01/37		26,144
	122,000	@@,L	Empresa Nacional de Electricidad SA, 8.625%, due 08/01/15		143,856

See Accompanying Notes to Financial Statements
91

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Electric (continued)
$	59,000	C,L	FirstEnergy Corp., 6.450%, due 11/15/11	$	61,590
	79,815	#	Power Contract Financing, LLC, 6.256%, due 02/01/10		80,275
	32,584		PPL Montana, LLC, 8.903%, due 07/02/20		35,961
	198,000	C	Southern Co. CAP Trust I, 8.190%, due 02/01/37		206,501
					675,868
			Healthcare-Products: 0.0%
	88,000	C	Boston Scientific Corp., 7.000%, due 11/15/35		87,935
					87,935
			Home Builders: 0.1%
	140,000	L	D.R. Horton, Inc., 5.625%, due 09/15/14		135,431
					135,431
			Multi-National: 0.0%
	90,000	@@	Corp. Andina de Fomento CAF, 5.125%, due 05/05/15		86,783
					86,783
			Oil & Gas: 0.2%
	115,000	@@,#	EMP Nacional Del Petrole, 4.875%, due 03/15/14		109,403
	29,000	@@,#	Empresa Nacional de Petroleo ENAP, 6.750%, due 11/15/12		30,594
	68,000	C	Pemex Project Funding Master Trust, 6.625%, due 06/15/35		69,649
	243,000	#	Pemex Project Funding Master Trust, 6.660%, due 06/15/10		250,047
	130,000	@@,#,C	Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, due 09/30/20		124,849
					584,542
			Pipelines: 0.1%
	408,000	#,C	Cameron Highway Oil Pipelines, 5.860%, due 12/15/17		398,948
					398,948
			Real Estate Investment Trusts: 0.1%
	42,000	C	Liberty Property LP, 6.375%, due 08/15/12		43,807
	153,000	C	Liberty Property LP, 7.750%, due 04/15/09		160,107
	125,000	C	Simon Property Group LP, 5.000%, due 03/01/12		122,937
					326,851
			Savings & Loans: 0.1%
	125,000	C	Great Western Financial, 8.206%, due 02/01/27		130,340
					130,340
			Sovereign: 0.2%
	536,000		Fannie Mae, 7.250%, due 01/15/10		570,636
					570,636

Shares				Value
			Telecommunications: 0.1%
$	115,000	C	Sprint Capital Corp., 6.875%, due 11/15/28	$	115,440
	155,000	@@,C	TELUS Corp., 8.000%, due 06/01/11		169,656
					285,096
Total Corporate Bonds/Notes (Cost $12,067,022)					11,993,975
U.S. GOVERNMENT AGENCY OBLIGATIONS: 6.6%
			Federal Home Loan Bank: 0.1%
	288,000	L	5.625%, due 06/13/16		296,946
					296,946
			Federal Home Loan Mortgage Corporation: 1.7%
	459,312	C	4.500%, due 12/15/16		450,969
	445,618	C	5.000%, due 08/15/16		439,318
	429,000	C	5.000%, due 05/15/20		416,033
	288,000	L	5.125%, due 04/18/08		288,016
	300,000		5.125%, due 04/18/11		302,366
	91,000	W	5.500%, due 01/15/19		90,943
	625,000	W	5.500%, due 01/00/00		618,164
	962,000	C	5.750%, due 05/11/11		963,031
	298,000		5.750%, due 06/27/16		310,720
	382,976	C	6.000%, due 01/15/29		388,099
	122,165		6.000%, due 02/01/29		123,683
	559,000	L	6.625%, due 09/15/09		582,557
	119,424		7.000%, due 11/01/31		122,880
					5,096,779
			Federal National Mortgage Association: 4.7%
	75,000		4.500%, due 11/15/36		70,289
	652,000	W	4.500%, due 01/00/00		628,977
	251,426		4.806%, due 08/01/35		248,148
	291,000	L	4.875%, due 12/15/16		288,305
	2,998,000	W	5.000%, due 01/12/36		2,894,944
	989,000	W	5.000%, due 01/15/20		972,311
	719,000	L	5.250%, due 08/01/12		723,361
	346,000		5.250%, due 09/15/16		352,921
	4,088,000	W	5.500%, due 01/12/36		4,040,735
	231,540		5.500%, due 02/01/18		231,596
	838,000		5.500%, due 05/25/30		824,245
	457,419		5.500%, due 11/01/33		452,993
	214,364		5.500%, due 11/01/36		210,646
	373,637		5.500%, due 12/25/36		363,578
	434,000	C	5.600%, due 03/29/11		434,146
	3,343		6.000%, due 03/01/17		3,393
	86,537		6.000%, due 10/01/18		87,796
	315,875		6.000%, due 12/01/18		320,675
	71,000		6.000%, due 01/15/19		71,998
	262,363		6.000%, due 04/25/31		267,364
	80,355		6.500%, due 02/01/28		82,503
	200,558		6.500%, due 09/01/32		205,218
	83,858		7.000%, due 02/01/31		86,369
	69,307		7.000%, due 06/01/31		71,383
	7,139		7.000%, due 08/01/35		7,331
	59,028		7.500%, due 09/01/31		61,434
					14,002,659
			Government National Mortgage Association: 0.1%
	27,953		6.500%, due 01/15/29		28,758

See Accompanying Notes to Financial Statements
92

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares						Value
					Government National Mortgage Association (continued)
$	77,543				6.500%, due 01/15/32	$	79,691
	3,193				7.000%, due 12/15/27		3,304
	12,229				7.000%, due 01/15/28		12,642
	100,874				7.000%, due 02/15/28		104,274
	72,788				7.500%, due 12/15/23		75,930
							304,599
Total U.S. Government Agency Obligations (Cost $19,820,534)							19,700,983
U.S. TREASURY OBLIGATIONS: 3.2%
					U.S. Treasury Bonds: 1.4%
	2,637,000	L			4.500%, due 02/15/36		2,508,449
	583,000	L			4.625%, due 11/15/16		579,357
	492,000	L			6.000%, due 02/15/26		558,151
	479,000	L			6.250%, due 08/15/23		551,487
							4,197,444
					Treasury Inflation Protected Securities: 0.3%
	350,000				2.000%, due 01/15/16		343,710
	561,000	L			2.375%, due 04/15/11		568,269
							911,979
					U.S. Treasury Notes: 1.4%
	581,000	L			4.500%, due 11/30/11		576,007
	2,944,000	L			4.625%, due 11/30/08		2,934,226
	579,000	L			4.625%, due 11/15/09		577,372
							4,087,605
					U.S. Treasury Principal Only STRIP: 0.1%
	1,093,000	L			Discount Note, due 02/15/36		276,956
							276,956
Total U.S. Treasury Obligations (Cost $9,411,526)							9,473,984
ASSET-BACKED SECURITIES: 0.3%
					Automobile Asset-Backed Securities: 0.0%
	38,000	C			AmeriCredit Automobile Receivables Trust, 4.220%, due 07/06/09		37,724
	26,414	C			Honda Auto Receivables Owner Trust, 2.790%, due 03/16/09		26,184
	61,463	C			Nissan Auto Receivables Owner Trust, 2.050%, due 03/16/09		60,837
							124,745
					Credit Card Asset-Backed Securities: 0.0%
	95,000	C			Bank One Issuance Trust, 4.540%, due 09/15/10		94,141
							94,141
					Home Equity Asset-Backed Securities: 0.1%
	29,000		+,	C	Renaissance Home Equity Loan Trust, 4.456%, (step rate 4.956%), due 05/25/35		28,732

Shares					Value
$	28,000	+,	C	Renaissance Home Equity Loan Trust, 4.723%, (step rate 5.223%), due 11/25/35	$	27,837
	110,000	C		Wells Fargo Home Equity Trust, 3.970%, due 05/25/34		107,713
						164,282
				Other Asset-Backed Securities: 0.2%
	8,000	C		Caterpillar Financial Asset Trust, 5.590%, due 02/25/09		7,999
	19,237	C		Chase Funding Mortgage Loan, 4.045%, due 05/25/33		18,983
	33,000	C		Countrywide Asset-Backed Certificates, 4.493%, due 02/25/36		32,711
	228,000	C		Countrywide Asset-Backed Certificates, 5.683%, due 10/25/46		227,929
	31,000	C		Countrywide Asset-Backed Certificates, 5.689%, due 10/25/46		31,068
	25,000	+,	C	Credit-Based Asset Servicing and Securitization, 5.501%, (step rate 6.001%), due 12/25/36		24,945
	65,000	C		Equity One, Inc., 5.050%, due 09/25/33		64,130
	85,000	+,	C	Merrill Lynch Mortgage Investors, Inc., 5.609%, (step rate 6.109%), due 03/25/37		84,894
	4,958	C		Popular Mortgage Pass-Through Trust, 3.735%, due 12/25/34		4,943
	73,000	C		Popular Mortgage Pass-Through Trust, 4.000%, due 12/25/34		72,263
	24,000	C		Popular Mortgage Pass-Through Trust, 4.596%, due 11/25/35		23,779
	26,000	+,	C	Renaissance Home Equity Loan Trust, 5.608%, (step rate 6.108%), due 05/25/36		25,999
						619,643
Total Asset-Backed Securities (Cost $1,007,485)						1,002,811
COLLATERALIZED MORTGAGE OBLIGATIONS: 6.8%
	33,000	C		Banc of America Commercial Mortgage, Inc., 4.502%, due 07/10/42		32,036
	23,000	C		Banc of America Commercial Mortgage, Inc., 4.764%, due 07/10/45		22,701
	73,000	C		Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		72,181
	143,000	C		Banc of America Commercial Mortgage, Inc., 4.877%, due 11/10/42		141,576

See Accompanying Notes to Financial Statements
93

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	9,730	C	Banc of America Commercial Mortgage, Inc., 5.363%, due 07/10/46	$	9,774
	113,221	C	Banc of America Commercial Mortgage, Inc., 5.685%, due 07/10/44		114,172
	341,829	C	Banc of America Funding Corp., 5.858%, due 05/20/36		341,252
	100,000	C	Banc of America Mortgage Securities, 4.147%, due 07/25/34		97,380
	118,666	C	Banc of America Mortgage Securities, 5.250%, due 11/25/19		117,459
	91,965	C	Banc of America Mortgage Securities, 5.500%, due 11/25/33		90,640
	305,599	C	Bank of America Alternative Loan Trust, 6.290%, due 11/25/21		308,612
	240,224	C	Bank of America Alternative Loan Trust, 6.500%, due 05/25/46		243,083
	7,000	C	Bear Stearns Commercial Mortgage Securities, 4.030%, due 02/13/46		6,773
	9,000	C	Capco America Securitization Corp., 6.460%, due 10/15/30		9,174
	19,010	C	Citigroup Commercial Mortgage Trust, 5.720%, due 03/15/49		19,265
	380,183	C	Countrywide Alternative Loan Trust, 5.416%, due 10/25/35		375,431
	371,610	C	Countrywide Alternative Loan Trust, 5.500%, due 02/25/25		370,140
	8,641	C	Credit Suisse First Boston Mortgage Securities Corp., 3.819%, due 05/15/36		8,276
	795,000	C	Credit Suisse First Boston Mortgage Securities Corp., 3.861%, due 03/15/36		778,239
	68,000	C	Credit Suisse First Boston Mortgage Securities Corp., 7.544%, due 04/15/62		73,272
	19,122	C	Credit Suisse Mortgage Capital Certificates, 4.991%, due 06/15/38		18,990
	376,776	C	DLJ Commercial Mortgage Corp., 6.240%, due 11/12/31		381,124
	905,000	C	DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32		940,371
	127,145	C	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39		124,570
	10,000	C	GE Capital Commercial Mortgage Corp., 4.865%, due 07/10/39		9,849
	16,264	C	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		16,374
	201,878	C	GMAC Mortgage Corp. Loan Trust, 4.604%, due 10/19/33		195,794
	125,948	C	GMAC Mortgage Corp. Loan Trust, 5.500%, due 09/25/34		125,080

Shares				Value
$	62,000	C	Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37	$	61,818
	74,787	#,C	GSMPS Mortgage Loan Trust, 5.700%, due 01/25/35		75,137
	87,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.449%, due 01/12/38		84,630
	10,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.289%, due 05/15/45		10,020
	9,361	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.833%, due 04/15/45		9,477
	153,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.861%, due 04/15/45		157,236
	840,588	C	JP Morgan Mortgage Trust, 5.408%, due 11/25/35		830,080
	51,000	C	LB-UBS Commercial Mortgage Trust, 3.992%, due 10/15/29		49,403
	57,000	C	LB-UBS Commercial Mortgage Trust, 4.201%, due 12/15/29		55,497
	10,000	C	LB-UBS Commercial Mortgage Trust, 4.310%, due 02/15/30		9,744
	10,000	C	LB-UBS Commercial Mortgage Trust, 4.510%, due 12/15/29		9,699
	38,000	C	LB-UBS Commercial Mortgage Trust, 4.547%, due 08/15/29		37,093
	6,000	C	LB-UBS Commercial Mortgage Trust, 4.567%, due 06/15/29		5,914
	42,000	C	LB-UBS Commercial Mortgage Trust, 4.583%, due 08/15/29		40,957
	199,000	C	LB-UBS Commercial Mortgage Trust, 4.821%, due 04/15/30		196,575
	15,000	C	LB-UBS Commercial Mortgage Trust, 4.836%, due 02/15/40		14,424
	49,000	C	LB-UBS Commercial Mortgage Trust, 5.103%, due 11/15/30		48,849	��
	25,000	C	LB-UBS Commercial Mortgage Trust, 5.207%, due 02/15/31		24,920
	19,339	C	LB-UBS Commercial Mortgage Trust, 5.741%, due 06/15/32		19,603
	244,000	C	LB-UBS Commercial Mortgage Trust, 6.226%, due 03/15/26		248,514
	199,000	C	LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		207,843
	232,000	C	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		245,833
	106,000		MASTR Alternative Loans Trust, Discount Note, due 12/25/36		106,000
	307,219	C	MASTR Alternative Loans Trust, 5.500%, due 01/25/20		306,764
	822,377	C	MASTR Asset Securitization Trust, 5.500%, due 06/25/33		807,472
	2,497,006	C	MASTR Reperforming Loan Trust, 5.680%, due 07/25/35		2,502,322
	31,000	C	Merrill Lynch Mortgage Trust, 5.660%, due 05/12/39		31,675
	25,000	C	Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.439%, due 02/12/39		25,183
	180,000	C	Morgan Stanley Capital I, 4.827%, due 06/12/47		176,786

See Accompanying Notes to Financial Statements
94

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	232,288	C	Morgan Stanley Capital I, 5.490%, due 07/12/44	$	234,031
	230,000	C	Morgan Stanley Capital I, 5.741%, due 08/12/41		235,330
	275,655	C	Morgan Stanley Dean Witter Capital I, 4.180%, due 03/12/35		266,466
	184,404	C	RAAC Series, 5.250%, due 09/25/34		182,240
	134,203	C	RAST 2006-A10 A5, 6.500%, due 09/25/36		135,030
	145,976	+,C	Thornburg Mortgage Securities Trust, 5.720%, (step rate 6.060%), due 09/25/34		146,758
	18,806	C	Wachovia Bank Commercial Mortgage Trust, 5.726%, due 06/15/45		18,986
	20,000	C	Wachovia Bank Commercial Mortgage Trust, 5.935%, due 06/15/45		20,536
	246,194	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.000%, due 12/25/18		241,191
	1,500,000	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.567%, due 01/25/47		1,500,000
	1,000,000	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.596%, due 01/25/47		1,001,250
	446,632	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.728%, due 05/25/46		447,766
	626,586	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.750%, due 02/25/36		628,894
	687,640	C	Washington Mutual, Inc., 5.598%, due 11/25/46		687,506
	1,375,281	C	Washington Mutual, Inc., 5.667%, due 11/25/46		1,375,013
	708,485	C	Washington Mutual, Inc., 5.882%, due 11/25/46		710,063
	128,000	C	Wells Fargo Mortgage-Backed Securities Trust, 3.499%, due 06/25/35		124,711
	600,240	C	Wells Fargo Mortgage-Backed Securities Trust, 5.387%, due 08/25/35		592,315
	491,617	C	Wells Fargo Mortgage-Backed Securities Trust, 5.690%, due 12/25/36		489,388
Total Collateralized Mortgage Obligations (Cost $20,633,031)					20,480,530

Value

MUNICIPAL BONDS: 0.2%

California: 0.0%

120,000

City of San Diego, 7.125%,
due 06/01/32

123,731

123,731

Louisiana: 0.1%

300,000

#,C

Tulane University of Louisiana,
6.174%, due 11/15/12

300,000

300,000

Michigan: 0.1%

265,000

Michigan Tobacco Settlement
Finance Authority, 7.309%,
due 06/01/34

275,065

Total Municipal Bonds
(Cost $684,984)

698,796

Total Long-Term Investments
(Cost $245,390,422)

283,643,723

SHORT-TERM INVESTMENTS: 21.9%

		Commercial Paper: 1.8%
	1,347,000	Concord Minutemen Capital Co., LLC, 5.250%, due 02/06/07	1,339,768
	1,000,000	Crown Point, 5.270%, due 04/17/04	984,570
	3,000,000	Tulip Funding Co., 5.320%, due 01/02/07	2,999,114
Total Commercial Paper (Cost $5,323,452)			5,323,452
		Repurchase Agreement: 7.1%
$	21,223,000	Deutsche Bank Repurchase Agreement dated 12/29/06, 5.250%, due 01/02/07, $21,235,380 to be received upon repurchase (Collateralized by $21,686,000 various U.S. Government Agency Obligations, 3.800%-4.375%, Market Value plus accrued interest $21,647,795, due 01/18/08-09/17/1 0)	21,223,000
Total Repurchase Agreement (Cost $21,223,000)			21,223,000
		Securities Lending Collateral^CC: 13.0%
	38,901,277	The Bank of New York Institutional Cash Reserves Fund	38,901,277
Total Securities Lending Collateral (Cost $38,901,277)			38,901,277
Total Short-Term Investments (Cost $65,447,729)			65,447,729

Total Investments in Securities (Cost $310,838,151)*	116.6	%	$	349,091,452
Other Assets and Liabilities - Net	(16.6	)		(49,682,293	)
Net Assets	100.0	%	$	299,409,159

@ Non-income producing security

@@ Foreign Issuer

See Accompanying Notes to Financial Statements
95

ING VP STRATEGIC ALLOCATION PORTFOLIO OF INVESTMENTS
MODERATE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

ADR American Depositary Receipt

GDR Global Depositary Receipt

STRIP Separate Trading of Registered Interest and Principal of Securities

MASTR Mortgage Asset Securitization Transaction, Inc.

+ Step-up basis bonds. Interest rates shown reflect current and future coupon rates.

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

I Illiquid security

L Loaned security, a portion or all of the security is on loan at December 31, 2006.

* Cost for federal income tax purposes is $313,375,851.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	38,120,863
Gross Unrealized Depreciation		(2,405,262	)
Net Unrealized Appreciation	$	35,715,601

VP Strategic Allocation Moderate Open Futures Contracts on December 31, 2006:

Contract Description	Number of Contracts		Notional Market Value ($)			Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
S&P 400 E-Mini		1		81,130		3/16/07	$	(1,322	)
S&P 500		2		714,200		3/15/07		6,991
U.S. Treasury 2-Year Note		46		9,385,438		3/30/07		(33,421	)
U.S. Treasury 5-Year Note		2		210,125		3/30/07		(2,289	)
U.S. Treasury 10-Year Note		66		7,092,938		3/21/07		(99,249	)
							$	(129,290	)
Short Contracts
90-Day Eurodollar		59		(13,965,300	)	3/19/07	$	3,849
U.S. Treasury Long Bond		45		(5,014,688	)	3/21/07		108,995
							$	112,844

See Accompanying Notes to Financial Statements
96

TAX INFORMATION (UNAUDITED)

Dividends paid during the year ended December 31, 2006 were as follows:

Fund Name	Type	Per Share Amount
ING VP Index Plus LargeCap Portfolio
Class I	NII	$	0.1713
Class S	NII	$	0.1506
ING VP Index Plus MidCap Portfolio
Class I	NII	$	0.1159
Class S	NII	$	0.0862
All Classes	STCG	$	0.7359
All Classes	LTCG	$	0.6809
ING VP Index Plus SmallCap Portfolio
Class I	NII	$	0.0697
Class S	NII	$	0.0451
All Classes	STCG	$	0.3631
All Classes	LTCG	$	0.5500

Fund Name	Type	Per Share Amount
ING VP Strategic Allocation Conservative Portfolio
Class I	NII	$	0.3541
Class S	NII	$	0.3519
All Classes⁽¹⁾	STCG	$	0.0632
All Classes⁽¹⁾	LTCG	$	0.3687
ING VP Strategic Allocation Growth Portfolio
Class I	NII	$	0.2187
Class S	NII	$	0.2139
All Classes⁽¹⁾	LTCG	$	0.2110
ING VP Strategic Allocation Moderate Portfolio
Class I	NII	$	0.2716
Class S	NII	$	0.2592
All Classes⁽¹⁾	LTCG	$	0.3209

NII — Net investment income
STCG — Short-term capital gain
LTCG — Long-term capital gain
(1) Except Class ADV which commenced operations after the distribution occurred.

Of the ordinary distributions made during the year ended December 31, 2006, the following percentages qualify for the dividends received deduction (DRD) available to corporate shareholders:

ING VP Index Plus LargeCap Portfolio	100.00	%
ING VP Index Plus MidCap Portfolio	18.16	%
ING VP Index Plus SmallCap Portfolio	21.52	%
ING VP Strategic Allocation Conservative Portfolio	19.18	%
ING VP Strategic Allocation Growth Portfolio	73.06	%
ING VP Strategic Allocation Moderate Portfolio	45.87	%

DIRECTOR AND OFFICER INFORMATION (UNAUDITED)

The business and affairs of the Companies are managed under the direction of the Board. A director who is not an interested person of the Companies, as defined in the 1940 Act, is an independent director ("Non-Interested Director"). The Directors of the Companies are listed below. The Statement of Additional Information includes additional information about directors of the Portfolios and is available, without charge, upon request at 1-800-992-0180.

Name, Address
and Age

Position(s)
held
with the
Companies

Term of
Office and
Length of
Time
Served⁽¹⁾

Principal
Occupation(s)
during the
Past Five Years

Number of
Portfolios
in Fund
Complex
Overseen by
Director

Other
Directorships
held by
Director

Non-Interested Directors:

Albert E. DePrince, Jr.
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 65

Director

June 1998 - Present

Professor of Economics and Finance, Middle Tennessee State University (August 1991 - Present).

President, Academy of Economics and Finance (February 2006 - Present).

Maria Teresa Fighetti
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63

Director

April 1994 - Present

Retired. Formerly, Associate Commissioner/Attorney, New York City Department of Mental Health (June 1973 -October 2002).

None

Sidney Koch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 71

Director

April 1994 - Present

Self-Employed Consultant (June 2000 - Present).

None

Dr. Corine T. Norgaard
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 69

Director

June 1991 - Present

Retired. Formerly, President, Thompson Enterprises (September 2004 - September 2005); and formerly, Dean, Barney School of Business, University of Hartford (August 1996 - June 2004).

Edward T. O'Dell
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 71

Director

June 2002 - Present

Retired. Formerly, Partner of Goodwin Procter LLP (June 1966 - September 2000).

None

Joseph E. Obermeyer
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49

Director

January 2003 - Present

President, Obermeyer & Associates, Inc. (November 1999 - Present).

None

(1) Directors serve until their successors are duly elected and qualified, subject to the Board's retirement policy.

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held with the Companies

Term of Office and
Length of Time Served⁽¹⁾

Principal Occupation(s) during the
Past Five Years

Officers:

Shaun P. Mathews
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 51

President and Chief Executive Officer

December 2006 - Present

Michael J. Roland
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 48

Executive Vice President

April 2002 - Present

Stanley D. Vyner
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 56

Executive Vice President

March 2002 - Present

Joseph M. O'Donnell
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52

Chief Compliance Officer

Executive Vice President

November 2004 - Present

March 2006 - Present

Robert S. Naka
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 43

Executive Vice President and Chief Operating Officer

Assistant Secretary

March 2006 - Present

March 2002 - Present

Todd Modic
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 39

Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary

March 2005 - Present

Kimberly A. Anderson
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 42

Senior Vice President

December 2003 - Present

Senior Vice President, ING Investments, LLC (October 2003 - Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC (January 2001 - October 2003).

Ernest J. C'DeBaca
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 37

Senior Vice President

June 2006 - Present

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held with the Companies

Term of Office and
Length of Time Served⁽¹⁾

Principal Occupation(s) during the
Past Five Years

Robert Terris
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 36

Senior Vice President

June 2006 - Present

Senior Vice President of Operations, ING Funds Services, LLC (May 2006 - Present). Formerly, Vice President of Administration, ING Funds Services, LLC (September 2001 - May 2006).

Robyn L. Ichilov
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 39

Vice President and Treasurer

March 2002 - Present

Vice President and Treasurer, ING Funds Services, LLC (October 2001 - Present) and ING Investments, LLC (August 1997 - Present).

Lauren D. Bensinger
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 52

Vice President

March 2003 - Present

Maria M. Anderson
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 48

Vice President

September 2004 - Present

Kimberly K. Palmer
7337 E. Doubletree Rand Rd.
Scottsdale, Arizona 85258
Age: 49

Vice President

March 2006 - Present

Susan P. Kinens
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 30

Assistant Vice President

March 2003 - Present

Assistant Vice President, ING Funds Services, LLC (December 2002 - Present); and has held various other positions with ING Funds Services, LLC for more than the last five years.

Theresa K. Kelety
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 43

Secretary

September 2003 - Present

Counsel, ING Americas, U.S. Legal Services (April 2003 - Present). Formerly, Senior Associate with Shearman & Sterling (February 2000 - April 2003).

Huey P. Falgout, Jr.
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 43

Assistant Secretary

September 2003 - Present

(1) The officers hold office until the next annual meeting of the Directors and until their successors have been elected and qualified.

100

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

Board Consideration and Approval of Investment Advisory and Sub-Advisory Agreements

The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement and sub-advisory agreement for a mutual fund will terminate automatically after the initial term of the agreement (which term may not exceed two years), unless continuation of the agreement is approved annually by the Board of Trustees or Directors, as the case may be (the "Board") of the fund, including a majority of the Trustees/Directors who have no direct or indirect interest in the agreement and who are not "interested persons" of the fund (the "Independent Trustees"). Consistent with this requirement of the 1940 Act, the Board of ING VP Balanced Portfolio, Inc., ING Strategic Allocation Portfolios, Inc., ING GET Fund, ING VP Intermediate Bond Portfolio, ING VP Money Market Portfolio, ING Variable Funds, ING Variable Portfolios, Inc. and ING Series Fund, Inc., with respect to each portfolio series thereof (col lectively, the "Funds") has established a process for considering on an annual basis approval of the continuation of the Investment Management Agreement for each Fund (the "Advisory Agreement") with ING Investments, LLC (the "Adviser") and the sub-advisory agreement for each Fund (collectively, the "Sub-Advisory Agreements") with each sub-adviser of the Funds (the "Sub-Advisers"). Set forth below is a description of the process followed by the Board in considering approval of the continuation of each Advisory and Sub-Advisory Agreement (collectively, the "Agreements"), together with an explanation of many of the factors considered and related conclusions reached by the Board in voting to approve the continuation of each Agreement for an additional one-year period commencing January 1, 2007, followed by specific considerations with respect to each Portfolio covered in this Annual Report (each, a "Portfolio").

Overview of the Review Process

101

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Nature, Extent and Quality of Services

102

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Fund Performance

Management Fees, Sub-Advisory Fees and Expenses

Profitability

103

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

of the services provided, the profits realized by the Adviser and its affiliated companies, taken as a whole, with respect to providing advisory, sub-advisory and administrative services for each Fund are reasonable.

Economies of Scale

Fund-by-Fund Analysis

ING VP Index Plus LargeCap Portfolio

In evaluating the investment performance of ING VP Index Plus LargeCap Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the most recent calendar quarter, year-to-date, three- and ten-year periods, but underperformed for the one- and five-year periods; (2) the Portfolio outperformed its benchmark index for the ten-year period, but underperformed for all other periods presented; and (3) the Portfolio is ranked in its Morningstar category in the second quintile for the most recent calendar quarter and ten-year periods, in the third quintile for the year-to-date, one- and three-year periods and in the fourth quintile for the five-year period. The Board further noted that, in an effort to address concerns regarding the Portfolio's performance, the Sub-Adviser has been refining the models used for identifying and selecting appropriate weightings of securities held by the Portfolio and, in April 20 06, added another portfolio manager with day-to-day responsibility for the Portfolio. The Board also noted that, at the request of the Sub-Adviser, the Board had recently approved a proposal to increase the Portfolio's targeted tracking error to enhance returns and better position the Portfolio relative to its peers. The Board concluded that appropriate actions are being taken to improve performance and that additional time is needed to evaluate the effectiveness of these actions.

In assessing the reasonableness of the management fee and expense ratio for ING VP Index Plus LargeCap Portfolio, the Board noted that the management fee for the Portfolio is below the median and average management fees of the funds in its Selected Peer Group and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

104

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

ING VP Index Plus MidCap Portfolio

In evaluating the investment performance of ING VP Index Plus MidCap Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the three-year period, but underperformed for all other periods presented; (2) the Portfolio underperformed its benchmark index for all periods presented; and (3) the Portfolio is ranked in its Morningstar category in the third quintile for the three- and five-year periods and in the fourth quintile for the most recent calendar quarter, year-to-date and one-year periods. The Board further noted that, in an effort to address concerns regarding the Portfolio's performance, the Sub-Adviser has been refining the models used for identifying and selecting appropriate weightings of securities held by the Portfolio and, in April 2006, added another portfolio manager with day-to-day responsibility for the Portfolio. The Board also noted that, at the request of the Sub-Adviser, the Boa rd had recently approved a proposal to increase the Portfolio's targeted tracking error to enhance returns and better position the Portfolio relative to its peers. The Board concluded that appropriate actions are being taken to improve performance and that additional time is needed to evaluate the effectiveness of these actions.

In assessing the reasonableness of the management fee and expense ratio for ING VP Index Plus MidCap Portfolio, the Board noted that the management fee for the Portfolio is equal to the median and is below the average management fees of the funds in its Selected Peer Group and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

ING VP Index Plus SmallCap Portfolio

In evaluating the investment performance of ING VP Index Plus SmallCap Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the three- and five-year periods, but underperformed for the most recent calendar quarter, year-to-date and one-year periods; (2) the Portfolio underperformed its benchmark index for all periods presented; and (3) the Portfolio is ranked in its Morningstar category in the second quintile for the three-year period, in the third quintile for the year-to-date, one-, and five-year periods and in the fourth quintile for the most recent calendar quarter. The Board further noted that, in an effort to address concerns regarding the Portfolio's performance, the Sub-Adviser has been refining the models used for identifying and selecting appropriate weightings of securities held by the Portfolio and, in April 2006, added another portfolio manager with day-to-day responsibility for the Portfolio. The Board also noted that, at the request of the Sub-Adviser, the Board had recently approved a proposal to increase the Portfolio's targeted tracking error to enhance returns and better position the Portfolio relative to its peers. The Board concluded that appropriate actions are being taken to improve performance and that additional time is needed to evaluate the effectiveness of these actions.

In assessing the reasonableness of the management fee and expense ratio for ING VP Index Plus SmallCap Portfolio, the Board noted that the management fee for the Portfolio equals the median and is below the average management fees of the funds in its Selected Peer Group, and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

ING VP Strategic Allocation Conservative Portfolio

In evaluating the investment performance of ING VP Strategic Allocation Conservative Portfolio the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the three-year period, but underperformed for all other periods presented; and (2) the Portfolio underperformed its benchmark index for all periods presented; and (3) the Portfolio is ranked in its Morningstar category in the third quintile for the three-year period and in the fourth quintile for all other periods presented. The Board noted that the co-portfolio manager for the Portfolio was replaced in April 2006 and that the Sub-Adviser has invested additional resources to improve stock screenings and related analyses. The Board concluded that appropriate actions are being taken to improve performance and that additional time is needed to evaluate the effectiveness of these actions.

In assessing the reasonableness of the management fee and expense ratio for ING VP Strategic Allocation Conservative Portfolio, the Board noted that the management fee for the Portfolio is equal to the median and above the average management fees of the funds in its Selected Peer Group, and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

105

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

ING VP Strategic Allocation Moderate Portfolio

In evaluating the investment performance of ING VP Strategic Allocation Moderate Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the three- and five-year periods, but underperformed for all other periods presented; (2) the Portfolio underperformed its benchmark index for all periods presented; and (3) the Portfolio is ranked in its Morningstar category in the third quintile for the three- and five-year periods, in the fourth quintile for the most recent calendar quarter and year-to-date period, and in the fifth quintile for the one- and ten-year periods. The Board noted that the co-portfolio manager for the Portfolio was replaced in April 2006 and that the Sub-Adviser has invested additional resources to improve stock screenings and related analyses. The Board concluded that appropriate actions are being taken to improve performance and that additional time is needed to evaluate the effecti veness of these actions.

In assessing the reasonableness of the management fee and expense ratio for ING VP Strategic Allocation Moderate Portfolio, the Board noted that the management fee for the Portfolio is above the median and below the average management fees of the funds in its Selected Peer Group, and that the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

ING VP Strategic Allocation Growth Portfolio

In evaluating the investment performance of ING VP Strategic Allocation Growth Portfolio, the Board noted that: (1) the Portfolio outperformed its Morningstar category median for the five-year period, but underperformed for all other periods presented; and (2) the Portfolio underperformed its benchmark index for all periods presented; and (3) the Portfolio is ranked in its Morningstar category in the second quintile for the five-year period, in the third quintile for the three-year period, in the fourth quintile for the year-to-date and ten-year periods, and in the fifth quintile for the most recent calendar quarter and one-year period. The Board noted that the co-portfolio manager for the Portfolio was replaced in April 2006 and that the Sub-Adviser has invested additional resources to improve stock screenings and related analyses. The Board concluded that appropriate actions are being taken to improve performance and that additional time i s needed to evaluate the effectiveness of these actions.

In assessing the reasonableness of the management fee and expense ratio for ING VP Strategic Allocation Growth Portfolio, the Board noted that the management fee for the Portfolio is above the median and below the average management fees of the funds in its Selected Peer Group, and that the expense ratio for the Portfolio is equal to the median and below the average expense ratios of the funds in its Selected Peer Group.

106

(THIS PAGE INTENTIONALLY LEFT BLANK)

Investment Adviser

ING Investments, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

Administrator

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

Distributor

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

Transfer Agent

DST Systems, Inc.
P.O. Box 419368
Kansas City, Missouri 64141

Custodian

The Bank of New York
One Wall Street
New York, New York 10286

Independent Registered Public
Accounting Firm

KPMG LLP
99 High Street
Boston, Massachusetts 02110

Legal Counsel

Goodwin Procter LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109

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

VAR-AIP/SAIS

(1206-022607)

Item 2. Code of Ethics.

As of the end of the period covered by this report, Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the Code during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code during the period covered by this report. The code of ethics is filed herewith pursuant to Item 10(a)(1), Exhibit 99.CODE ETH.

Item 3. Audit Committee Financial Expert.

The Board of Trustees has determined that Corine Norgaard and Joseph Obermeyer are each audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Norgaard and Mr. Obermeyer are both “independent” for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP (“KPMG”), the principal accountant for the audit of the registrant’s annual financial statements, for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $127,552 for year ended December 31, 2006 and $90,321 for year ended December 31, 2005.

(b) Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by KPMG that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $14,540 for year ended December 31, 2006 and $15,200 for year ended December 31, 2005.

(c) Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by KPMG for tax compliance, tax advice, and tax planning were $31,320 in the year ended December 31, 2006 and $24,960 in the year ended December 31, 2005. Such services included review of excise distribution calculations (if applicable), preparation of the Funds’ federal, state and excise tax returns, tax services related to mergers and routine consulting.

(d) All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by KPMG, other than the services reported in paragraphs (a) through (c) of this Item.

None

(e) (1) Audit Committee Pre-Approval Policies and Procedures

AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY

I. Statement of Principles

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors or Trustees (the “Committee”) of the ING Funds (each a “Fund,” collectively, the “Funds”) set out under Paragraph I on Exhibit A to this Audit and Non-Audit Services Pre-Approval Policy (“Policy”) is responsible for the oversight of the work of the Funds’ independent auditors. As part of its responsibilities, the Committee must pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of these services does not impair the auditors’ independence from the Funds. The Committee has adopted, and the Board has ratified, this Policy, which sets out the procedures and conditions under which the services of the independent auditors may be pre-approved.

Under Securities and Exchange Commission (“SEC”) rules promulgated in accordance with the Act, the Funds’ may establish two different approaches to pre-approving audit and non-audit services. The Committee may approve services without consideration of specific case-by-case services (“general pre-approval”) or it may pre-approve specific services (“specific pre-approval”). The Committee believes that the combination of these approaches contemplated in this Policy results in an effective and efficient method for pre-approving audit and non-audit services to be performed by the Funds’ independent auditors. Under this Policy, services that are not of a type that may receive general pre-approval require specific pre-approval by the Committee. Any proposed services that exceed pre-approved cost levels or budgeted amounts will also require the Committee’s specific pre-approval.

For both types of approval, the Committee considers whether the subject services are consistent with the SEC’s rules on auditor independence and that such services are compatible with maintaining the auditors’ independence. The Committee also considers whether a particular audit firm is in the best position to provide effective and efficient services to the Funds. Reasons that the auditors are in the best position include the auditors’ familiarity with the Funds’ business, personnel, culture, accounting systems, risk profile, and other factors, and whether the services will enhance the Funds’ ability to manage and control risk or improve audit quality. Such factors will be considered as a whole, with no one factor being determinative.

The appendices attached to this Policy describe the audit, audit-related, tax-related, and other services that have the Committee’s general pre-approval. For any service that has been approved through general pre-approval, the general pre-approval will remain in place for a period 12 months from the date of pre-approval, unless the Committee determines that a different period is appropriate. The Committee will annually review and pre-approve the services that may be provided by the independent auditors without specific pre-approval. The Committee will revise the list of services subject to general pre-approval as appropriate. This Policy does not serve as a delegation to Fund management of the Committee’s duty to pre-approve services performed by the Funds’ independent auditors.

II. Audit Services

The annual audit services engagement terms and fees are subject to the Committee’s specific pre-approval. Audit services are those services that are normally provided by auditors in connection with statutory and regulatory filings or engagements or those that generally only independent auditors can reasonably provide. They include the Funds’ annual financial statement audit and procedures that the independent auditors must perform in order to form an opinion on the Funds’ financial statements (e.g., information systems and procedural reviews and testing). The Committee will monitor the audit services engagement and approve any changes in terms, conditions or fees deemed by the Committee to be necessary or appropriate.

The Committee may grant general pre-approval to other audit services, such as statutory audits and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or issued in connection with securities offerings.

The Committee has pre-approved the audit services listed on Appendix A. The Committee must specifically approve all audit services not listed on Appendix A.

III. Audit-related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or the review of the Funds’ financial statements or are traditionally performed by the independent auditors. The Committee believes that the provision of audit-related services will not impair the independent auditors’ independence, and therefore may grant pre-approval to audit-related services. Audit-related services include accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Form N-SAR or Form N-CSR.

The Committee has pre-approved the audit-related services listed on Appendix B. The Committee must specifically approve all audit-related services not listed on Appendix B.

IV. Tax Services

The Committee believes the independent auditors can provide tax services to the Funds, including tax compliance, tax planning, and tax advice, without compromising the auditors’ independence. Therefore, the Committee may grant general pre-approval with respect to tax services historically provided by the Funds’ independent auditors that do not, in the Committee’s view, impair auditor independence and that are consistent with the SEC’s rules on auditor independence.

The Committee will not grant pre-approval if the independent auditors initially recommends a transaction the sole business purpose of which is tax avoidance and the tax treatment of which may

not be supported in the Internal Revenue Code and related regulations. The Committee may consult outside counsel to determine that tax planning and reporting positions are consistent with this Policy.

The Committee has pre-approved the tax-related services listed on Appendix C. The Committee must specifically approve all tax-related services not listed on Appendix C.

V. Other Services

The Committee believes it may grant approval of non-audit services that are permissible services for independent auditors to a Fund. The Committee has determined to grant general pre-approval to other services that it believes are routine and recurring, do not impair auditor independence, and are consistent with SEC rules on auditor independence.

The Committee has pre-approved the non-audit services listed on Appendix D. The Committee must specifically approve all non-audit services not listed on Appendix D.

A list of the SEC’s prohibited non-audit services is attached to this Policy as Appendix E. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these impermissible services and the applicability of exceptions to certain of the SEC’s prohibitions.

VI. Pre-approval of Fee levels and Budgeted Amounts

The Committee will annually establish pre-approval fee levels or budgeted amounts for audit, audit-related, tax and non-audit services to be provided to the Funds by the independent auditors. Any proposed services exceeding these levels or amounts require the Committee’s specific pre-approval. The Committee considers fees for audit and non-audit services when deciding whether to pre-approve services. The Committee may determine, for a pre-approval period of 12 months, the appropriate ratio between the total amount of fees for the Fund’s audit, audit-related, and tax services (including fees for services provided to Fund affiliates that are subject to pre-approval), and the total amount of fees for certain permissible non-audit services for the Fund classified as other services (including any such services provided to Fund affiliates that are subject to pre-approval).

VII. Procedures

Requests or applications for services to be provided by the independent auditors will be submitted to management. If management determines that the services do not fall within those services generally pre-approved by the Committee and set out in the appendices to these procedures, management will submit the services to the Committee or its delagee. Any such submission will include a detailed description of the services to be rendered.

Notwithstanding this paragraph, the Committee will, on quarterly basis, receive from the independent auditors a list of services provided to date by the auditors during Pre-Approval Period.

VIII. Delegation

The Committee may delegate pre-approval authority to one or more of the Committee’s members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions, including any pre-approved services, to the Committee at its next scheduled meeting. The Committee will identify any member to whom pre-approval authority is delegated in writing. The member will retain such authority for a period of 12 months from the date of pre-approval unless the Committee determines that a different period is appropriate. The period of delegated authority may be terminated by the Committee or at the option of the member.

IX. Additional Requirements

The Committee will take any measures the Committee deems necessary or appropriate to oversee the work of the independent auditors and to assure the auditors’ independence from the Funds. This may include reviewing a formal written statement from the independent auditors delineating all relationships between the auditors and the Funds, consistent with Independence Standards Board No. 1, and discussing with the auditors their methods and procedures for ensuring independence.

Date last approved: December 13, 2005

Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2006 through December 31, 2006

Service

	The Fund(s)	Fee Range
Statutory audits or financial audits (including tax services associated with audit services)	ý	As presented to Audit Committee(1)

Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., consents), and assistance in responding to SEC comment letters.	ý	Not to exceed $9,300per filing

Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies.	ý	Not to exceed $8,000 during the Pre-Approval Period

(1) For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in KPMG’s Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

Appendix B
Pre-Approved Audit-Related Services for the Pre-Approval Period January 1, 2006 through December 31, 2006

Service

	The Fund(s)	Fund Affiliates	Fee Range
Services related to Fund mergers (Excluding tax services – See Appendix C for tax services associated with fund mergers)	ý	ý	Not to exceed $10,000 per merger

Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies. [Note: Under SEC rules some consultations may be “audit” services and others may be “audit-related” services.]	ý		Not to exceed $5,000 per occurrence during the Pre-Approval Period

Review of the Funds’ semi-annual financial statements	ý		Not to exceed $2,100 per set of financial statements per fund

Reports to regulatory or government agencies related to the annual engagement	ý		Up to $5,000 per occurrence during the Pre-Approval Period

Regulatory compliance assistance	ý	ý	Not to exceed $5,000 per quarter

Training courses	ý	ý	Not to exceed $2,000 per course

Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2006 through December 31, 2006

Service

	The Fund(s)	Fund Affiliates	Fee Range
Preparation of federal and state income tax returns and federal excise tax returns for the Funds including assistance and review with excise tax distributions.	ý		As presented to Audit Committee(2)

Review of IRC Sections 851(b) and 817(h) diversification testing on a real-time basis	ý		As presented to Audit Committee(2)

Assistance and advice regarding year-end reporting for 1099’s	ý		As presented to Audit Committee(2)

Tax assistance and advice regarding statutory, regulatory or administrative developments	ý	ý	Not to exceed $5,000 in aggregate for the Funds or for the Funds’ investment adviser during the Pre-Approval Period

Tax training courses	ý	ý	Not to exceed $2,000 per course during the Pre-Approval Period

Loan Staff Services		ý	Not to exceed $15,000 during the Pre-Approval Period

(2) For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, as provided in KPMG’s Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

Service

	The Fund(s)	Fund Affiliates	Fee Range
Tax services associated with Fund mergers	ý	ý	Not to exceed $4,000 per fund per merger during the Pre-Approval Period

Other tax-related assistance and consultation, including, without limitation, assistance in evaluating derivative financial instruments and international tax issues, qualification and distribution issues, and similar routine tax consultations	ý		Not to exceed $50,000 during the Pre-Approval Period

Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2006 through December 31, 2006

Service

	The Fund(s)	Fund Affiliates	Fee Range
Agreed-upon procedures for Class B share 12b-1 programs		ý	Not to exceed $50,000 during the Pre-Approval Period

Security counts performed pursuant to Rule 17f-2 of the 1940 Act (i.e., counts for Funds holding securities with affiliated sub-custodians)	ý		Not to exceed $5,000 per Fund during the Pre-Approval Period

Appendix E

Prohibited Non-Audit Services
Dated: 2006

• Bookkeeping or other services related to the accounting records or financial statements of the Funds

• Financial information systems design and implementation

• Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

• Actuarial services

• Internal audit outsourcing services

• Management functions

• Human resources

• Broker-dealer, investment adviser, or investment banking services

• Legal services

• Expert services unrelated to the audit

• Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible

(e) (2) Percentage of services referred to in 4(b) — (4)(d) that were approved by the audit committee

100% of the services were approved by the audit committee.

(f) Percentage of hours expended attributable to work performed by other than full time employees of KPMG if greater than 50%.

Not applicable.

(g) Non-Audit Fees: The non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant were $833,370 for year ended December 31, 2006 and $301,599 for year ended December 31, 2005.

(h) Principal Accountants Independence: The Registrant’s Audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining KPMG’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments

Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of the Nominating Committee is to consider, evaluate and make recommendations to the Board with respect to the nomination and selection of Independent Trustees. In evaluating candidates, the Nominating Committee may consider a variety of factors, but specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination.

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

The Secretary shall submit all nominations received in a timely manner to the Nominating Committee. To be timely, any such submission must be delivered to the Fund’s Secretary not earlier than the 90^th day prior to such meeting and not later than the close of business on the later of the 60^th day prior to such meeting or the 10^th day following the day on which public announcement of the date of the meeting is first made, by either disclosure in a press release or in a document publicly filed by the Fund with the SEC.

In evaluating a candidate for the position of Independent Trustee, including any candidate recommended by shareholders of the Fund, the Nominating Committee shall consider the following: (i) the candidate’s knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by the candidate as a director or senior officer of other public companies; (iii) the candidate’s educational background, reputation for high ethical standards and professional integrity; (iv) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies and qualifications; (v) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vi) the candidate’s ability to qualify as an Independent Trustee for purposes of the 1940 Act; and (vii) such other factors as the Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies. Prior to making a final recommendation to the Board, the Committee shall conduct personal interviews with those candidates it concludes are the most qualified candidates.

Item 11. Controls and Procedures.

(a) Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

(b) There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)		Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.


(a)(2)		A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT.

(b)		The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT

(3)		Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): ING VP Variable Portfolios, Inc.

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

Date: March 8, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

Date: March 8, 2007

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

Date: March 8, 2007

Ing Variable Portfolios N-CSRCertified annual shareholder report (management investment company)

SIGNATURES