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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: 811-8319

ING Partners, 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 Company, 1209 Orange Street, Wilmington, DE 19801

(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 I, S and ADV

ING Partners, Inc.

n ING American Century Large Company Value Portfolio

n ING American Century Select Portfolio

n ING American Century Small-Mid Cap Value Portfolio (formerly, ING American Century Small Cap Value Portfolio)

n ING Baron Asset Portfolio

n ING Baron Small Cap Growth Portfolio

n ING Columbia Small Cap Value II Portfolio

n ING Davis Venture Value Portfolio

n ING Fundamental Research Portfolio

n ING Goldman Sachs^® Capital Growth Portfolio

n ING Goldman Sachs^® Structured Equity Portfolio (formerly, ING Goldman Sachs^® Core Equity Portfolio)

n ING JPMorgan International Portfolio

n ING JPMorgan Mid Cap Value Portfolio

n ING Legg Mason Partners Aggressive Growth Portfolio (formerly, ING Salomon Brothers Aggressive Growth Portfolio)

n ING Legg Mason Partners Large Cap Growth Portfolio (formerly, ING Salomon Brothers Large Cap Growth Portfolio)

n ING Lord Abbett U.S. Government Securities Portfolio

n ING Neuberger Berman Partners Portfolio

n ING Neuberger Berman Regency Portfolio

n ING OpCap Balanced Value Portfolio

n ING Oppenheimer Global Portfolio

n ING Oppenheimer Strategic Income Portfolio

n ING PIMCO Total Return Portfolio

n ING Pioneer High Yield Portfolio

n ING T. Rowe Price Diversified Mid Cap Growth Portfolio

n ING T. Rowe Price Growth Equity Portfolio

n ING Templeton Foreign Equity Portfolio

n ING Thornburg Value Portfolio
(formerly, ING MFS Capital Opportunities Portfolio)

n ING UBS U.S. Large Cap Equity Portfolio

n ING UBS U.S. Small Cap Growth Portfolio

n ING Van Kampen Comstock Portfolio

n ING Van Kampen Equity and Income 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' Reports					4

Shareholder Expense Examples					64

Report of Independent Registered Public Accounting Firm					73

Statements of Assets and Liabilities					74

Statements of Operations					84

Statements of Changes in Net Assets					92

Financial Highlights					107

Notes to Financial Statements					158

Portfolios of Investments					186

Tax Information					297

Director and Officer Information					300

Shareholder Meeting Information					304

Advisory Contract Approval Discussion					305

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, bond investors had been prepare d 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 import ant 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.

⁽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 the 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 AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING American Century Large Company Value Portfolio (the "Portfolio") seeks long-term capital growth. Income is a secondary objective. The Portfolio is managed by a team of portfolio managers comprised of Charles A. Ritter, Vice President and Senior Portfolio Manager and Brendan Healy, Vice President and Portfolio Manager*, American Century Investment Management, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 19.30% compared to the Russell 1000^® Value Index⁽¹⁾ and the Standard & Poor's 500 Composite Stock Price^® Index⁽²⁾ ("S&P 500 Index"), which returned 22.25% and 15.79%, respectively, for the same period.

Portfolio Specifics: Economic growth surged early in the 12-month period ended December 31, 2006. This in turn drove commodity prices, short-term interest rates, and inflation higher. But growth and inflation moderated in the period's second half, during which the U.S Federal Reserve Board ("Fed") halted its two-year string of interest rate hikes. The Fed's pause and expectations for lower interest rates and mild inflation going forward helped produce double-digit stock index returns for the 12-month fiscal period ended December 31.

In that environment, we received positive absolute contributions from each of the ten sectors in which we were invested, and all of our sector positions delivered double-digit returns. Nevertheless, for the fiscal year, security selection modestly slowed relative performance, causing the Portfolio to trail its benchmark by a slight margin.

Our investments in the financials sector, on average our largest single position, contributed the most to absolute performance during 2006. In a period marked by strong market performance, companies involved with the capital markets fared well overall. That was especially true for mega-cap commercial banks and for companies involved in investment banking such as Merrill Lynch & Co., Inc. and Morgan Stanley. However our zero weighting in Real Estate held back relative returns against the financials sector of the benchmark.

The energy sector also made a significant contribution to total return. We maintained a focus on international integrated oil and gas companies, which sport better valuations and are considered more defensive than their higher-beta, more aggressive cousins in the exploration and production industry. Earlier in the year, the latter group excelled, but in the second half, our patience was rewarded when oil and gas companies like the ones we own came to the market forefront. Major, integrated oil and gas companies, including ExxonMobil Corp. and Chevron Corp., were top performers.

The telecom sector was the market's best-performing area. After years of underperformance, stabilizing fundamentals among companies in the sector drove a strong reversal that made the group a rich source of absolute contribution. AT&T, Inc. and BellSouth Corp. were both top stocks. The acquisition of BellSouth Corp. by AT&T, Inc., a deal valued at $85 billion that will create the largest phone company in the United States, kept both stocks aloft.

While no sector detracted from absolute performance, we still encountered some individual challenges along the way. Chipmaker Intel Corp., saw its shares fall sharply early in the year after announcing robust earnings and revenue growth that nevertheless fell short of heightened expectations.

Elsewhere in the information technology sector, our stake in the computers & peripherals industry was rewarding. We held only one stock, and it was a top contributor. Hewlett Packard Co. is a good example of our price-sensitive discipline. It has long been a top performer, and as it has appreciated, we've gradually reduced our position.

From a relative perspective, stock selection in the consumer discretionary sector turned out to be a liability, and that group slowed performance against the benchmark the most. That was particularly true in the media industry, where a number of names performed well but did not meet our valuation criteria. Consequently, the Portfolio missed some of that performance. Unfavorable selection among multi-line retail firms also generated drag.

The top-detracting stock for the year on a relative basis was mortgage lender Freddie Mac. For much of the period, the stock struggled as delays in implementing new accounting systems raised regulatory scrutiny. The managers continue to have confidence in this firm's long-term prospects and have maintained the position.

Current Strategy & Outlook: The Portfolio is designed for investors seeking long-term capital growth who can tolerate relatively moderate share price fluctuation compared with volatility from more aggressive, growth-oriented investments. The Portfolio can serve as a solid core holding in a diversified portfolio, with the capability to outperform growth-oriented investments when the value discipline is more in favor, as it was for much of the reporting period.

As fundamental, bottom-up managers, we evaluate each company individually on its own merits, and build the Portfolio from the ground up, one stock at a time. In our search for companies that are undervalued, we will structure exposure to stocks and market segments as warranted based on the strength of individual companies.

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

Citigroup, Inc.	4.8	%
ExxonMobil Corp.	4.7	%
Bank of America Corp.	3.8	%
Chevron Corp.	3.0	%
Freddie Mac	2.8	%
Wells Fargo & Co.	2.7	%
Royal Dutch Shell PLC ADR	2.7	%
ConocoPhillips	2.1	%
Pfizer, Inc.	1.9	%
Morgan Stanley	1.9	%

* Excludes short-term investments related to securities lending collateral and U.S. government agency obligation.

Portfolio holdings are subject to change daily.

* Effective December 31, 2006, Mark Mallon retired as the portfolio manager to the Portfolio.

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.

PORTFOLIO MANAGERS' REPORT

ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		19.58	%		6.41	%		6.30	%
Class S		19.30	%		6.14	%		6.03	%
Class ADV		18.89	%		5.87	%		5.75	%
Russell 1000^® Value Index⁽¹⁾		22.25	%		10.86	%		11.18	%⁽³⁾
S&P 500^® Index⁽²⁾		15.79	%		6.19	%		6.27	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING American Century Large Company Value 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 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) 262-3862 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 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 marked and other conditions.

Portfolio holdings are subject to change daily.

⁽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 than forecasted growth values.

⁽²⁾ 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.

⁽³⁾ Since inception performance of the index is shown as of December 1, 2001.

ING AMERICAN CENTURY SELECT PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING American Century Select Portfolio (the "Portfolio") seeks long-term growth of capital. The Portfolio is managed by Keith Lee and Michael Li, Portfolio Managers of American Century Investment Management, Inc. — the Sub-Adviser.

Performance: For the year ended Dec. 31, 2006, the Portfolio's Class S shares provided a total return of (1.75)%, compared with the Russell 1000^® Growth Index⁽¹⁾, which returned 9.07% for the same period.

Portfolio Specifics: U.S. stock markets surged in 2006 as the U.S. Federal Reserve Board halted its two-year string of interest rate hikes. Rising stock prices early in the year gave way to a mid-year slump amid fears that rising inflation would accompany a recession. Inflation moderated late in the year and the economy remained relatively strong. As a result, markets began rebounding in July and rallied through the end of the year.

In April 2006, Harold Bradley took over as lead portfolio manager of the Portfolio and enhanced the Portfolio's investment process to focus more heavily on stocks exhibiting classic growth and price momentum features. The timing of the process change proved poor.

Prior to the change, the market favored sectors — energy, industrials and materials — that the Portfolio generally avoided because those sectors, particularly energy, have a spotty record in producing returns on capital. While a focus on return on capital remains important in the Portfolio's process, Mr. Bradley steered the portfolio toward more growth and momentum-oriented stocks, enabling the Portfolio to better take advantage of hot areas of the market.

However, investors tended to avoid stocks with growth and momentum features after the mid-year market selloff, which sent the S&P 500 down 5.68% between the end of April and July 15. Even as the market rebounded in the third quarter of 2006, adverse conditions for growth and momentum investment factors persisted. With the new process, the portfolio likely will perform best when the market rewards growth and momentum factors. But it typically will not generate excess returns during market cycles when both factors rotate out of favor.

The Portfolio recovered in the fourth quarter of 2006, as its 6.90% return outpaced its benchmark by 20 basis points. But for the year as a whole, overweight stakes and poor security selection in both health care and energy accounted for the bulk of the Portfolio's significant relative underperformance, and nine of the Portfolio's 10 leading individual detractors came from those two sectors. Poor security selection in financials and consumer-oriented stocks further reduced relative returns.

Current Strategy and Outlook: The Portfolio's investment team will continue seeking companies with attractive valuations and risk/reward characteristics that also appear capable of sustaining long-term growth in earnings and revenue. Growth and momentum factors returned to favor somewhat in the fourth quarter of 2006, and the Portfolio's performance improved as a result. If that environment remains in place in early 2007, we believe the Portfolio should stand to benefit, particularly if the market rally intact at the end of 2006 also continues.

Effective January 5, 2007, Mr. Bradley was removed as portfolio manager as he has left American Century after 19 years with the firm to take over as chief investment officer of the Kansas City, Mo.-based Kauffman Foundation. Co-portfolio managers Keith Lee and Michael Li will remain in their current roles.

Industry Allocation as of December 31, 2006 (as a percent of net assets)
Software	7.7	%
Healthcare-Products	7.2	%
Insurance	7.0	%
Diversified Financial Services	5.5	%
Aerospace/Defense	5.3	%
Semiconductors	4.9	%
Lodging	4.4	%
Oil & Gas	4.4	%
Telecommunications	4.1	%
Engineering & Construction	4.0	%
Retail	4.0	%
Media	3.8	%
Industries between 2.6%-3.3%⁽¹⁾	17.5	%
Industries between 1.1%-2.4%⁽²⁾	16.6	%
Industries less than 1.0%⁽³⁾	3.6	%
Other Assets and Liabilities, Net*	0.0	%
Net Assets	100.0	%

* Includes short-term investments related to securities lending collateral and U.S. government agency obligation.

⁽¹⁾ Includes six industries, which each represents 2.6% - 3.3% of net assets.

⁽²⁾ Includes nine industries, which each represents 1.1% - 2.4% of net assets.

⁽³⁾ Includes five industries, which each represents less than 1.0% of net assets.

Portfolio holdings are subject to change daily.

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

MEMC Electronic Materials, Inc.	3.1	%
ABB Ltd. ADR	2.9	%
Loews Corp.	2.8	%
Las Vegas Sands Corp.	2.8	%
Baxter International, Inc.	2.8	%
Diageo PLC	2.6	%
Omnicom Group	2.6	%
Cisco Systems, Inc.	2.5	%
Infosys Technologies Ltd. ADR	2.5	%
Microsoft Corp.	2.4	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING AMERICAN CENTURY SELECT PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		(1.61	)%		(1.17	)%		(1.29	)%
Class S		(1.75	)%		(1.43	)%		(1.55	)%
Class ADV		(2.01	)%		(1.67	)%		(1.79	)%
Russell 1000^® Growth Index⁽¹⁾		9.07	%		2.69	%		2.61	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING American Century Select 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. 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 Russell 1000^® Growth Index is an index of common stocks designed to track performance of large capitalization companies with greater than average growth orientation.

⁽²⁾ Since inception performance of the index is shown from December 1, 2001.

ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING American Century Small-Mid Cap Value Portfolio (the "Portfolio") seeks long-term capital growth, income is a secondary objective. The Portfolio is managed by a team of portfolio managers comprised of Benjamin Z. Giele, Steve Roth, Phillip N. Davidson, Scott A. Moore, and Michael Liss, Portfolio Managers*of American Century Investment Management, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 15.43% compared to the Russell 2500^TM Value Index⁽¹⁾, Standard & Poor's ("S&P") SmallCap 600/CitigroupValue Index⁽²⁾ and S&P Small Cap 600 Index⁽³⁾ ("S&P 600 Index"), which returned 20.18%, 19.57% and 15.12%, respectively, for the same period.

Portfolio Specifics: Small-Cap Value- The Portfolio's small-cap value investment sleeve received positive absolute contributions from all ten of the sectors in which it was invested but fell short of the S&P SmallCap 600/Citigroup Value Index, results attributable primarily to unfavorable security selection in the consumer discretionary and the materials sectors.

Investments in the financials sector, on average our largest sector weighting, contributed the most to total return during the period. Real estate investment trusts ("REITs"), were the strongest performers, followed by capital markets firms. In the latter group, we held several names that advanced and were not represented in the benchmark, including Lazard Ltd., a top-contributing stock. However, a significant underweight overall in REITs proved costly to performance against the benchmark.

Finally, effective security selection made the information technology sector another rich source of contribution and yielded the top-contributing stock. During the year, long-time holding Sybase, an infrastructure and mobile applications software company, raised its profit outlook for 2007 and announced plans to buy Mobile 365, which will make Sybase the leader in mobile messaging and content delivery.

Despite these successes, we encountered some difficulties along the way. Stock selection proved unfavorable in the consumer discretionary sector, which weighed the most on relative performance. One holding from that group that fell short was specialty retailer Pier 1 Imports. Despite aggressive pricing and advertising campaigns, the company reported disappointing sales, recording losses amid tepid consumer response to new merchandising initiatives.

In addition, we also maintained an underweight position in the metals & mining industry, a momentum-driven area where a number of companies did not meet our valuation criteria and therefore did not merit inclusion in the Portfolio. Our relatively smaller exposure slowed performance relative to the benchmark in this area.

Mid-Cap Value — The Portfolio's mid-cap value investment sleeve received positive contributions from all ten sectors in which it was invested. A strategic weighting and stock selection among companies involved in consumer staples (particularly providers of food products), plus an effective mix of information technology businesses, contributed the most to the Portfolio's relative performance.

In consumer staples, the investment team was rewarded for its decision to own Diamond Foods Inc., a holding not found in the benchmark. Diamond is a specialty food company that focuses on culinary and snack nuts, such as walnuts, pine nuts, and peanuts. The leader in its category with a nearly 40% market share, Diamond is expanding its product line, with an emphasis on higher-margin products.

While the information technology sector was up as a whole for the period, communications equipment companies were down for the period. The investment team avoided that part of the sector entirely, which weighed on the benchmark's return. Similarly, an effective mix of semiconductor companies added to the Portfolio's progress; the industry turned in negative results for the Russell Midcap^® Value Index.

On the down side, investments in the consumer discretionary sector represented the largest drag on performance against the Russell Midcap^® Value Index. A case in point was the Portfolio's larger position in Dollar General Corp. Over much of the period, the discount retailer found its profits squeezed by markdowns, higher shrink (loss from theft) and gasoline prices that both raised transportation costs and slowed spending by consumers.

Elsewhere, in financials, an underweight position in REITs, which were up strongly during the period, restrained the Portfolio. Shares of REITs have surged during the past few years, and continued their march in 2006. As a result of their sustained upswing, few REITs fell within the Portfolio's valuation criteria.

Current Strategy & Outlook: As fundamental, bottom-up managers, we evaluate each company individually on its own merits, and build the Portfolio from the ground up, one stock at a time. In our search for companies that are undervalued, we will structure exposure to stocks and market segments as warranted based on the strength of individual companies.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
iShares Russell 2000 Value Index Fund	2.5	%
iShares Russell 2000 Index Fund	2.1	%
Sybase, Inc.	1.6	%
Puget Energy, Inc.	1.2	%
Minerals Technologies, Inc.	1.2	%
WGL Holdings, Inc.	1.1	%
Washington Federal, Inc.	1.1	%
Platinum Underwriters Holdings Ltd.	1.0	%
South Financial Group, Inc.	1.0	%
Parametric Technology Corp.	1.0	%

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

Portfolio holdings are subject to change daily.

* Effective November 1, 2006, Steve Roth replaced Kevin Laub as portfolio manager to the Portfolio.

PORTFOLIO MANAGERS' REPORT

ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		15.75	%		11.87	%
Class S		15.43	%		11.58	%
Class ADV		15.14	%		11.30	%
Russell 2500^TM Value Index⁽¹⁾		20.18	%		14.26	%
S&P SmallCap 600/Citigroup Value Index⁽²⁾		19.57	%		11.83	%
S&P SmallCap 600 Index⁽³⁾		15.12	%		11.15	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING American Century Small-Mid Cap Value 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.

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 Russell 2500^TM Value Index measures the performance of those Russell 2500 companies with lower price-to-book ratios and lower forecasted growth values.

⁽²⁾ The S&P SmallCap 600/Citigroup Value Index measures the performance of those S&P 600 Index companies with lower price-to-book ratios.

⁽³⁾ The S&P SmallCap 600 Index is a market-weighted index of 600 small-sized domestic stocks.

ING BARON ASSET PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Baron Asset Portfolio (the "Portfolio") seeks capital appreciation. The Portfolio is managed by Ronald Baron, Founder, Chief Executive Officer, Chief Investment Officer, Chairman and Andrew Peck, Vice President, Portfolio Managers of BAMCO, Inc. ("BAMCO") — the Sub-Adviser.

Performance: Since Portfolio's inception on January 3, 2006 through December 31, 2006, the Portfolio's Class I shares provided a total return of 11.40% compared to the Russell Midcap^® Index⁽¹⁾, which returned 15.26% for the year ended December 31, 2006.

Portfolio Specifics: The recreation and resorts industry had the most positive impact on the Portfolio's performance during 2006, led by Las Vegas Sands Corp. ("LVS"). The company's stock increased 130% last year as investors started to see value in its Macau China development plans for Henquin Island, an island about a five minute drive from the Cotai Strip that is expected to contain all non-gaming amenities to complement the gaming area of the Strip. The company plans to sell up to $20,000 condos, develop three golf courses as well as a marina and have other entertainment options for the Island including tennis and water sports activities. Strong results from Wynn Resorts Ltd. also helped LVS as it appeared Wynn Resorts Ltd. was growing the market and was not taking share away from LVS's Sands Macau property. In addition, investors became excited as the company's chief operating officer announced that it should be able to sell its Macau mall space for total proceeds between $6 billion and $12 billion, which could completely finance its Cotai Strip land developments. Finally, the company won a license to open a $3.6-billion casino in Singapore on the Marina Bay Waterfront that is expected to open in 2009. We believe this is a strong positive for the company as it will now be able to cross market the Chinese high rollers between both its Macau and Singapore properties. We think this cross marketing should be an even greater benefit for LVS as it will be able to take advantage of the gaming tax disparity, as the gaming tax in Macau is 39% while it is just 15% in Singapore. We believe the company's future projects on the Cotai Strip, as well as the opening of its Palazzo casino on the Las Vegas Strip in June 2007, should continue to drive the stock and the company's growth over the next few years.

The financial services-brokerages & exchanges industry also had a positive impact on performance for 2006 as all four of the Portfolio's holdings in this industry were up during the year. International Security Exchange had the most positive impact as the stock price increased in response to its impressive 50% earnings per share growth during the first three quarters. This earnings growth was driven by an increase in the exchange's average daily trading volume of approximately 40% during this period. Given the company's largely fixed cost structure, earnings generally grow at a faster rate than revenues. Options trading volume was helped by the growing institutional adoption of equity and index options as an attractive security class to both hedge risk and to make leveraged bets on the movement of underlying stock prices.

Advertising services and distribution industries had the most negative impact on performance during 2006. Stock photo provider Getty Images, Inc. was the Portfolio's poorest performer during the period. Getty Images, Inc. lowered guidance several times this year, as its creative images growth rates have slowed due to customers beginning to purchase images at lower effective prices from micro-payment sites and under subscription plans, as well as due to increased competition from traditional players. We have reduced our Getty position during the past several months, and now have a smaller investment in Getty Images, Inc. Shares of air conditioning equipment and parts distributor Watsco, Inc. were down in 2006 as investors digested the company's earnings which came in mostly in-line with expectations and were highlighted by double digit organic revenue and earnings growth. However, we think investors have sold the stock for two reasons: 1) con cerns that the company can not maintain its reported record revenue growth from price inflation and 2) the industry's transition to higher priced, more energy efficient air conditioning units known as SEER 13, where significant inventory dollars have been committed. Despite what we think is a highly predictable replacement business, Wall Street has been unkind to building materials distributors of late, choosing to value them as cyclical stocks tied to new construction housing. In reality, only 25% of Watsco Inc.'s business is connected to residential new construction. The fundamentals of its primary repair and maintenance business remain healthy in our estimation. In the beginning of the winter, the majority of the U.S. experienced unusually warm temperatures making its higher efficiency, higher quality air-conditioning units as relevant as ever.

Current Strategy and Outlook: BAMCO invests for the long-term in what we believe to be forward-looking, well-managed, fast-growing businesses. We believe the companies we own will continue to grow at healthy and sustainable rates.

Top Ten Holdings as of December 31, 2006 (as a percent of net assets)
Las Vegas Sands Corp.	3.9	%
CB Richard Ellis Group, Inc.	3.6	%
Wynn Resorts Ltd.	3.6	%
Boyd Gaming Corp.	2.7	%
Polo Ralph Lauren Corp.	2.6	%
Iron Mountain, Inc.	2.6	%
AllianceBernstein Holding LP	2.4	%
Lamar Advertising Co.	2.4	%
Charles Schwab Corp.	2.3	%
International Securities Exchange, Inc.	2.3	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING BARON ASSET PORTFOLIO

Cumulative Total Returns for the Periods Ended December 31, 2006
	Since Inception of Class I January 3, 2006			Since Inception of Class S May 3, 2006			Since Inception of Class ADV January 18, 2006
Class I		11.40	%		—			—
Class S		—			3.45	%		—
Class ADV		—			—			10.46	%
Russell Midcap^® Index⁽¹⁾		15.26	%⁽²⁾		6.36	%⁽³⁾		9.63	%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Baron Asset 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. 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 Russell Midcap^® Index is an unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000^® Index, which represents approximately 26% of the total market capitalization of the Russell 1000^® Index.

⁽²⁾ Since inception performance of the index is shown from January 1, 2006.

⁽³⁾ Since inception performance of the index is shown from May 1, 2006.

⁽⁴⁾ Since inception performance of the index is shown from February 1, 2006.

ING BARON SMALL CAP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Baron Small Cap Growth Portfolio (the "Portfolio") seeks capital appreciation. The Portfolio is managed by Ronald Baron, Founder, Chief Executive Officer, Chief Investment Officer, Chairman, and Portfolio Manager of BAMCO, Inc. ("BAMCO") — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 15.24% compared to the Russell 2000^® Index⁽¹⁾, which returned 18.37% for the same period.

Portfolio Specifics: Industries that had the most positive contribution over the one-year period included retail-specialty stores, recreation & resorts and health services-insurance.

The retail-specialty stores industry made the largest contribution to the Portfolio's gain, with Dick's Sporting Goods, Inc. leading the way. The retail industry has attracted a lot of attention from private equity firms due to the stable cash flows, high free cash generation and real estate assets. Dick's Sporting Goods share price performed very well in 2006 posting a gain of 41%. In mid November, the company reported very strong third quarter sales and net income which the company attributed to cold weather. Increasing same store sales, strong performance from new stores, and improvements in private labels has allowed for gross margins to increase and for selling, general and administrative costs to be lowered. We believe new store returns should increase as Dick's Sporting Goods, Inc. has opened stores in, we think, the best trade locations and as competition among sporting goods retailers has dissipated following Dick's Sporting Goods acquisition of Galyan's and The Sports Authority privatization.

The recreation & resorts industry also made a significant contribution, led by Wynn Resorts Ltd. Wynn Resorts Ltd. was up 72% last year mainly due to investor excitement over the company's sale of its Macau subconcession for $900 million and the opening of the first phase of its $1.2 billion Macau casino in September. The proceeds from the sale of the subconcession helped Wynn Resorts Ltd. almost completely finance its Macau casino and significantly improved the company's leverage. Wynn Resorts Ltd. was also up on the announcement that it is paying out a special $6 per share dividend or $660 million to shareholders as a result of selling its Macau subconcession, a sign the company is confident about its prospects in Macau and feels well financed for its future developments in Macau on the Cotai Strip. Further helping the stock was Wynn Resorts Ltd.'s ability to increase its Macau market share from 9% in October to 16% in November. In addition, the stock continued to trade up as Las Vegas Sands Corp. continued to report strong Macau earnings and continued to maintain its 20% Macau market share even in the face of new capacity coming online.

Restaurants and distribution were the worst performing industries for the Portfolio in 2006. The decline in the restaurant industry was led by Red Robin Gourmet Burgers, Inc. which lowered guidance in November causing the shares to plummet. The company's new stores are more heavily weighted to new markets (60% of new stores are in new markets vs. 40% in 2005). These new stores in new markets did not regain a large portion of their honeymoon period sales and therefore had much lower sales than new stores in existing markets. At this time the percent of new stores in new markets cannot be scaled back to the prior 40% level because strong existing markets are either nearing capacity or have been sold to franchisees. The company now plans to scale back total growth and will attempt to grow new markets' average unit volume to a respectable level through experimenting with outdoor marketing, increased radio and potentially TV ads. We question how long it will take the company to succeed. The Portfolio no longer has a position in Red Robin Gourmet Burgers, Inc.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
Cohen & Steers, Inc.	2.4	%
WellCare Health Plans, Inc.	2.2	%
Dick's Sporting Goods, Inc.	2.1	%
International Securities Exchange, Inc.	2.0	%
DeVry, Inc.	1.9	%
Equinix, Inc.	1.9	%
CB Richard Ellis Group, Inc.	1.7	%
Carter's, Inc.	1.6	%
Amerigroup Corp.	1.5	%
Eagle Materials, Inc.	1.5	%

* Excludes short-term investments related to U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING BARON SMALL CAP GROWTH PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		15.54	%		14.38	%
Class S		15.24	%		14.09	%
Class ADV		15.02	%		13.80	%
Russell 2000^® Index⁽¹⁾		18.37	%		11.10	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Baron Small Cap Growth 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. 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 Russell 2000^® Index is a broad-based unmanaged capitalization weighted index of small capitalization companies.

ING COLUMBIA SMALL CAP VALUE II PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Columbia Small Cap Value II Portfolio (the "Portfolio") seeks long-term growth of capital. The Portfolio is managed by Christian Stadlinger and Jarl Ginsberg, Portfolio Managers, Columbia Management Advisors, LLC — the Sub-Adviser.

Performance: Since the Portfolio inception on April 28, 2006 through December 31, 2006, the Portfolio's Class I shares provided a total return of 1.70% compared to the Russell 2000^® Value Index⁽¹⁾, which returned 8.50% for the period beginning May 1, 2006 through December 1, 2006.

Portfolio Specifics: Detracting from the relative performance were areas of the Portfolio that experienced weak stock performance versus the corresponding Russell 2000^® Value Index sectors. For example, the Portfolio's industrial holdings (down 3.3%) underperformed those in the Russell 2000^® Value Index (up 5.6%). The Portfolio's consumer discretionary and information technology investments were down 3.0% and 8% respectively, which lagged the benchmark's 9.2% consumer discretionary sector return and 0.6% loss in the information technology sector..

On the plus side, the Portfolio's investments in the consumer staples sector gained 28.9%, compared to 17.4% for the Russell 2000^® Value Index, while the Portfolio's financial investments (up 12.4%) outperformed those in the Russell 2000^® Value Index (up 11.3%) due to strong stock picking in the capital markets and insurance industries.

The third and fourth quarters were studies in contrasts as fears of a weakening economy hurt many cyclicals and helped more defensive sectors during the third quarter, despite company-specific fundamentals that signaled continued expansion and revenue growth. However, in the fourth quarter, investors realized that fears of a dramatic slowdown were unwarranted which spurred a rebound in many cyclical sectors. As a result, the Portfolio's industrial holdings declined 9.3% during the third quarter yet, rebounded by 13.7% in the fourth quarter.

Not convinced that fears of a wholesale economic slowdown were warranted, we continued to focus on strong company fundamentals rather than the prospects for a given sector. At the same time, we increased exposure to areas where improvement occurred, such as the textile and clothing goods companies within the consumer discretionary sector. Many of these companies may benefit from declining fuel costs, stabilizing in interest rates and resurgent consumer spending.

Current Strategy and Outlook: We employ a disciplined, bottom-up approach that incorporates quantitative screens, fundamental analysis and sophisticated risk management techniques. The investment process is designed to separate value opportunities — companies with solid top-line growth prospects and good cash flow fundamentals — from "value traps," those at a competitive disadvantage due to poor management, a weak product line or a hostile business environment.

We believe that the key to converting opportunity into performance is to purchase stocks that are at an "inflection point," i.e., companies likely to achieve improved earnings because of a change in business strategy, the introduction of new product or a change in the business environment, to list a few possible performance catalysts.

The Portfolio is positioned to avoid rate-sensitive financial companies, which may have difficulty expanding their margins due to pressure from an inverted yield curve, tight credit spreads, potentially deteriorating credit quality and slowing economic growth. We see opportunities within the capital markets area, where companies are more engaged in fee-based activities and where continued industry consolidation and heightened merger and acquisition activity bodes well for performance next year.

Additionally, we see opportunity in the industrials area, specifically those companies serving the aerospace and defense market. Within that group, some of the more promising prospects, which are likely to benefit from strong military spending trends, are in the original equipment and aftermarket space.

Top Ten Holdings as of December 31, 2006 (as a percent of net assets)
Barnes Group, Inc.	1.1	%
Warnaco Group, Inc.	1.1	%
LaSalle Hotel Properties	1.1	%
Brown Shoe Co., Inc.	1.1	%
Lazard Ltd.	1.1	%
Atmos Energy Corp.	1.1	%
Genesco, Inc.	1.1	%
Magellan Health Services, Inc.	1.1	%
AAR Corp.	1.1	%
DRS Technologies, Inc.	1.1	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING COLUMBIA SMALL CAP VALUE II PORTFOLIO

Cumulative Total Returns for the Periods Ended December 31, 2006*

	Since Inception of Class I April 28, 2006			Since Inception of Class S May 1, 2006
Class I		1.70	%		—
Class S		—			2.01	%
Russell 2000^® Value Index⁽¹⁾		8.50	%⁽²⁾		8.50	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Columbia Small Cap Value II 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. 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.

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

⁽¹⁾ The Russell 2000^® Value Index is an unmanaged index measures the performance of those Russell 2000 securities with lower price-to-book ratios and lower forecasted growth values.

⁽²⁾ Since inception performance of the index is shown from May 1, 2006.

ING DAVIS VENTURE VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Davis Venture Value Portfolio (the "Portfolio") seeks long-term growth of capital. The Portfolio is managed by Christopher C. Davis and Kenneth C. Feinberg, Portfolio Managers, with Davis Selected Advisers, L.P. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 13.85% 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: Diversified financial companies were the most important contributors to the Portfolio's performance over the twelve-month period. The Portfolio benefited from its substantial investment in this sector, which out-performed the S&P 500^® Index. Three diversified financial companies, JPMorgan Chase, Citigroup, and American Express, were among the top contributors to performance.

Consumer discretionary and consumer staple companies also made important contributions to performance. One consumer discretionary company, Comcast Corp., and two consumer staple companies, Altria Group, Inc. and Diageo PLC ADR, were among the top contributors to performance. Two consumer discretionary companies, Apollo Group (purchased in March 2006) and H&R Block, and one consumer staples company, Hershey Foods, were among the top detractors from performance.

The Portfolio's largest investment was in insurance companies. While insurance companies made a positive contribution to performance, they under performed the S&P 500^® Index. Berkshire Hathaway, Inc and Loews Corp. were among the top contributors to performance. Progressive Corp., Transatlantic Holdings, Inc. and Marsh & McLennan were among the top detractors from performance.

Our stock selections in the industry groups within the energy sector under-performed the corresponding stocks in the S&P 500^® Index and this is the main reason why the Portfolio underperformed over all.

The Portfolio's investments in telecommunication service and energy companies also contributed to the Portfolio under-performing the S&P 500^® Index over the twelve-month period. Telecommunication service companies were the strongest performing sector of the S&P 500^® Index, but the telecommunication service companies owned by the Portfolio did not perform as well. While energy companies made positive contributions to performance, they also under performed the S&P 500^® Index. One energy company, ConocoPhillips, was among the top contributors to performance. One telecommunication services company, Sprint Nextel (purchased in March 2006), and one energy company, EOG Resources, were among the top detractors from performance.

The Portfolio had approximately 10% of its assets invested in foreign companies at December 31, 2006. As a group, the foreign companies owned by the Portfolio out-performed the S&P 500^® Index over the twelve-month period.

Current Strategy and Outlook: We believe that a twelve-month period is too short to provide meaningful insight into a Portfolio's future long-term performance. We are building a portfolio which is quite different in composition from the S&P 500^® Index. The Portfolio's investment strategy is to perform extensive research to buy durable companies at a discount to their intrinsic values and hold them for the long term.

Consistent with our low-turnover strategy, only two companies dropped out of the Portfolio's top 10 holdings, Progressive Corp. and Golden West Financial. Progressive remains among the Portfolio's top 20 holdings at year-end and Golden West Financial was acquired by Wachovia. Two new additions to the Portfolio's top 10 holdings at year-end were ConocoPhillips and Comcast, both of which had already been top 20 holdings at the beginning of the year.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
Altria Group, Inc.	4.9	%
American Express Co.	4.9	%
ConocoPhillips	4.3	%
American International Group, Inc.	4.3	%
Tyco International Ltd.	3.8	%
JPMorgan Chase & Co.	3.5	%
Costco Wholesale Corp.	3.0	%
Berkshire Hathaway, Inc.-Class A	2.7	%
Wells Fargo & Co.	2.7	%
Comcast Corp.	2.6	%

* Excludes short-term investments related to commercial paper.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING DAVIS VENTURE VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		14.19	%		6.62	%		6.74	%
Class S		13.85	%		6.34	%		6.47	%
Class ADV		13.58	%		6.09	%		6.21	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		6.27	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Davis Venture Value 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. 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⁾ Since inception performance of the index is shown as of December 1, 2001.

ING FUNDAMENTAL RESEARCH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Fundamental Research Portfolio (the "Portfolio") seeks to maximize total return through investments in a diversified portfolio of common stocks and securities convertible into common stock. The Portfolio is managed by Christopher F. Corapi, Portfolio Manager and Director of Fundamental Equity Research of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 12.14% compared to the Standard & Poor's 500^® Composite Stock Index⁽¹⁾ ("S&P 500^® Index"), which returned 15.79% for the same period.

Portfolio Specifics: The Portfolio benefited from favorable stock selection within industrials and, to a lesser extent, telecommunications. Underperformance can partially be attributed to weak stock selection in energy and health care. Our decision to underweight integrated oils and gas companies in favor of exploration and production companies also detracted from performance. This sector experienced a flight to quality in the second half of this year, caused partly by a sharp and unanticipated decline in natural gas prices as cooler weather allowed inventories to build. Within technology, the Portfolio was hurt by weak stock selection in the hardware and equipment industry group as well as our decision to overweight the sector.

WESCO International, Inc. and ABB Ltd. were the greatest contributors to relative performance. Strength in WESCO International, Inc.'s commercial construction end markets, as well as utility company spending on the upgrading of electricity transmission and distribution (i.e., the power grid) helped fuel strong organic growth and margin performance. Like WESCO International, Inc., ABB Ltd. delivered excellent margin improvement and robust sales growth from utility spending on energy infrastructure. We believe ABB Ltd. still has significant upside potential going forward given strong demand and pricing in transmission and distribution and continued capital spending in the global energy markets. The Portfolio also benefited from investments in Verizon Communications, Inc. and AT&T, Inc. AT&T, Inc. benefited this year from improved wireline performance and margin recovery at Cingular Wireless. Verizon Communications, Inc. saw strong perf ormance in the second half of this year due to solid organic growth.

By comparison, our investment in Evergreen Energy, Inc., a company with a potentially revolutionary coal cleaning process, was a significant detractor to performance as management failed to reach its performance milestones during the period. This investment is in the process of being eliminated. Our investment in Teva Pharmaceutical Industries Ltd. declined due partially to Wal-Mart Stores, Inc.'s announcement in October that they would sell generic prescription drugs for $4. Teva Pharmaceutical Industries Ltd. was also hurt by increased competition and pricing pressures as well as the expiration of their exclusivity contract with Zocor. We saw significant headwinds for this company in 2007 and decided to eliminate our position. Within technology, our position in 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 s tock, we decided to replace it with Google, Inc. which we believe is better long-term investment in the on-line advertising space.

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 News Corp., General Cable Corp., Staples, Inc., Medco Health Solutions, Inc., and St. Jude Medical, Inc.

We believe that 2007 estimates for consumer discretionary imply an overly optimistic view of consumer spending which face significant headwinds such as the risk of a prolonged downturn in housing, a resurgence in the price of oil, or a longer-than-expected pause by the Federal Reserve Board. As a result, we remain selective in the sector favoring stocks with specific catalysts and less exposure to the consumer such as Staples, Inc. This company stands to benefit from several potential catalysts, including a turnaround in European operations and a strong and growing delivery business. Within media, we find News Corp. 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 is well positioned due to a number of key strategic acquisitions, such as MySpace and Scout. Additionally, New Corp should benefit fro m the renegotiation of its affiliate rates which are currently much lower than its competitors. We believe General Cable Corp. will best expectations given the robust end markets in transmission 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. We believe 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.	3.3	%
Microsoft Corp.	3.1	%
Altria Group, Inc.	3.0	%
AT&T, Inc.	2.7	%
American International Group, Inc.	2.6	%
General Electric Co.	2.6	%
Citigroup, Inc.	2.5	%
Bank of America Corp.	2.5	%
Isilon Systems, Inc.	2.3	%
Procter & Gamble Co.	2.3	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING FUNDAMENTAL RESEARCH PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		12.49	%		5.31	%		5.07	%
Class S		12.14	%		5.06	%		4.82	%
Class ADV		11.91	%		4.80	%		4.57	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		6.27	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Fundamental Research 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. 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⁾ Since inception performance for the index is shown as of December 1, 2001.

ING GOLDMAN SACHS^® CAPITAL GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Goldman Sachs^® Capital Growth Portfolio (the "Portfolio") seeks long-term growth of capital. The Portfolio is managed by a team of investment professionals led by David G. Shell, CFA, Managing Director, Chief Investment Officer and Senior Portfolio Manager, Steven M. Barry, Managing Director, Chief Investment Officer and Senior Portfolio Manager, and Gregory H. Ekizian, CFA, Managing Director, Chief Investment Officer and Senior Portfolio Manager, of Goldman Sachs Asset Management, L.P. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 8.57% to the Russell 1000^® Growth Index⁽¹⁾ and the Standard & Poor's 500^® Composite Stock Price Index⁽²⁾ ("S&P 500^® Index"), which returned 9.07% and 15.79%, respectively, for the same period.

Portfolio Specifics: We continue to base investment decisions on the identification of high-quality business franchises, rather than top-down macroeconomic views, sector rotation, momentum trends or next quarter's earnings.

During the period, energy was the top contributing sector due to strong stock selection. Although the energy sector overall pulled back in the second half of 2006 and ended the year as the worst performing sector in the index, the strong stock selection more than offset the broader sector's underperformance. Performance was mainly driven by oil well service companies such as Schlumberger Ltd, Suncor, Inc., and Baker Hughes, Inc. which tend to be less sensitive to the price swings in oil and in our belief exhibit long-term sustainable growth characteristics that are consistent with our investment philosophy.

McGraw-Hill Companies, Inc., a media company, aided returns as it reported higher fiscal third quarter earnings and boosted its 2006 revenue outlook during the year. While the education market continued to show weakness, management attributed the company's strength to improved cost management and performance within its financial services segment: Standard & Poor's. McGraw-Hill Companies, Inc. also announced that it expects to post double-digit earnings growth in 2007.

In the technology sector, shares of Research In Motion were up 58%, driven by rallies in September and November that resulted from continued indications of consumer interest for the BlackBerry Pearl product. In addition, more carriers, including major operators in Europe such as Vodafone as well as Cingular in the U.S., have launched the Pearl. We believe the multimedia device should be largely incremental to the company's growth, as it expands its addressable market from the corporate into the higher end consumer market.

Shares of Yahoo!, Inc. sold off after the company reported second quarter earnings and warned of weakness in third quarter sales due to slower-than-expected growth in auto and financial advertising spending. Slightly lower-than-expected second quarter revenue was attributed to the company's lower revenue share in the search category of advertising. However, we observe that Yahoo!, Inc. is holding its share in total number of searches from a volume perspective. We believe that Project Panama, Yahoo!, Inc.'s new search platform, should help close the monetization gap with Google, Inc.

Stock selection in the consumer discretionary sector lagged the most for the period including our holding in Carnival Cruise Lines. Carnival Corp. detracted from performance during the period and, in the second quarter of 2006, we sold out of the position. While the company met our investment criteria for its brand name, dominant market share, and strong free cash flow, the company has been beset by economic factors that have put pressure on profit margins. With the prolonged increase in oil prices, Carnival Corp.'s energy costs had grown over 50% in the past year. Carnival Corp. had been able to manage this cost through its pricing power, passing these prices on to the consumer. However, we became concerned that with the bifurcation of the consumer due to high gas prices, Carnival Corp. could not exhibit the pricing power it once had.

Current Strategy and Outlook: We believe that we are very well positioned for positive excess returns when many of the macro trends that proved to be headwinds over the past few years start to change and create an investment environment that bodes well for our strategy of investing in high-quality growth companies. Those multiyear trends include value outperforming growth, low quality outperforming high quality, and cyclical growth companies outperforming sustainable growth companies. Driven by a strong global economy, stocks of cyclical and commodity-based businesses that are dependent on a robust economy for growth have outperformed. The Portfolio is comprised of high-quality businesses that generate free cash flow and have long-term double-digit earnings-per-share growth rates. After 17 interest rate increases, consensus views predict that the economy wi ll moderate and aggregate profit growth will slow. In that environment, we believe our higher-quality investments in those businesses that are less dependent on a strong economy for growth will outperform. We saw this trend start to take hold in the second half of 2006, as many cyclical and commodity businesses started to lose the momentum they gained during the economic recovery. After four years of low-quality stocks outperforming, we believe we have observed a turn in the market as high-quality stocks led the market in the second half of this past year. In this environment, the quality growth bias in our Portfolio has begun to change from a performance headwind to a tailwind. In addition, as an out-of-favor asset class, we believe high-quality growth stocks are trading at attractive valuations. Stock buybacks, spin-offs, acquisitions and consensus-beating earnings all contribute to closing this valuation gap. As Warren Buffet said, "If a business does well, the stock eventually follows."

The Portfolio invests in large-capitalization U.S. equity investments and is subject to market risk so that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
Freddie Mac	4.8	%
Microsoft Corp.	4.5	%
Google, Inc.	3.4	%
Cisco Systems, Inc.	3.2	%
Suncor Energy, Inc.	2.9	%
Yahoo!, Inc.	2.7	%
Baker Hughes, Inc.	2.7	%
American Tower Corp.	2.6	%
McGraw-Hill Cos., Inc.	2.6	%
Schlumberger Ltd.	2.4	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING GOLDMAN SACHS^® CAPITAL GROWTH PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		8.79	%		2.49	%		2.30	%
Class S		8.57	%		2.25	%		2.06	%
Class ADV		8.22	%		2.10	%		1.92	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		6.27	%⁽³⁾
Russell 1000^® Growth Index⁽²⁾		9.07	%		2.69	%		2.61	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Goldman Sachs^® Capital 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.

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 Russell 1000^® Growth Index is an index of common stocks designed to track performance of large capitalization companies with greater than average growth orientation.

⁽³⁾ Since inception performance for the indices is shown as of December 1, 2001.

ING GOLDMAN SACHS^® STRUCTURED EQUITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Goldman Sachs^® Structured Equity Portfolio (the "Portfolio") seeks long-term growth of capital and dividend income. The Portfolio is managed by a team of investment professionals led by Melissa R. Brown, CFA, Managing Director and Senior Portfolio Manager, and Robert Jones, CFA, Managing Director and Chair of the Quantitative Equity Investment Policy Committee of Goldman Sachs Asset Management, L.P. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 11.41% 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: In managing the Portfolio, we do not take size or sector bets. We hope to add value versus the index by individual stock selection. Our quantitative process seeks stocks with good momentum that also appear to be good values. We prefer stocks about which fundamental research analysts are becoming more positive, and companies with strong profit margins, sustainable earnings, and that use their capital to enhance shareholder value. Over the long term, these factors have led to excess returns, and they are not highly correlated, which diversifies the Portfolios' sources of returns.

The Portfolio underperformed the S&P 500^® Index for the year ended December 31, 2006. Returns to the investment themes were mixed for the period. Valuation and management impact contributed the most positively to relative returns. Momentum and profitability also added value, albeit less significantly. On the downside, analyst sentiment and earnings quality detracted from excess returns for the year. However, most of the shortfall for the quarter was the result of stock specific/residual factors. Over longer periods, we expect to see very little return coming from these factors, although over a shorter time frame they may contribute more significantly to performance.

In sectors, stock selection was negative in seven of the ten sectors for the year. The Portfolio's holdings in the energy and financials sectors lagged their peers in the benchmark the most. In contrast, holdings in the consumer staples and materials sector contributed most positively to relative performance.

In individual stocks, overweight positions in Jabil Circuit, Inc., Texas Instruments, Inc., and Amgen, Inc. were among the largest detractors from the Portfolio's relative performance. Conversely, overweights in Hewlett-Packard Co., Corning, and Synopsys, Inc. contributed most positively to relative returns for the year-end reporting period.

Current Strategy and Outlook: Looking ahead, we continue to believe that cheaper stocks should outpace more expensive ones and good momentum stocks should do better than poor momentum stocks. We also prefer names about which fundamental research analysts are becoming more positive and companies that are profitable, have sustainable earnings and use their capital to enhance shareholder value. As such, we anticipate remaining fully invested and we believe that the value we add over time will be due to stock selection, as opposed to sector or size allocations.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
ExxonMobil Corp.	5.2	%
Bank of America Corp.	3.4	%
Pfizer, Inc.	3.1	%
Cisco Systems, Inc.	2.9	%
JPMorgan Chase & Co.	2.9	%
General Electric Co.	2.9	%
Hewlett-Packard Co.	2.5	%
Wells Fargo & Co.	2.4	%
Time Warner, Inc.	2.3	%
Merck & Co., Inc.	2.3	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING GOLDMAN SACHS^® STRUCTURED EQUITY PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			Since Inception of Classes I, S and ADV May 1, 2003*
Class I		11.66	%		14.76	%
Class S		11.41	%		14.64	%
Class ADV		11.11	%		14.17	%
S&P 500® Index(1)		15.79	%		14.70	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Goldman Sachs^® Structured Equity 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. 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.

* Class I commenced operations on May 1, 2003. On May 5, 2006, all outstanding shares of Class I were fully redeemed. On December 29, 2006, Class I re-commenced operations. The returns for Class I include the performance of Class S, adjusted to reflect the lower expenses of Class I, for the period of May 6, 2006 to December 28, 2006.

⁽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.

ING JPMORGAN INTERNATIONAL PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING JPMorgan International Portfolio (the "Portfolio") seeks long-term growth of capital. The Portfolio is managed by Howard Williams, Managing Director and James Fisher, Portfolio Managers of J.P. Morgan Asset Management (U.K.) Limited — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 22.20% compared to the Morgan Stanley Capital International Europe, Australasia and Far East^® Index⁽¹⁾ ("MSCI EAFE^®Index"), which returned 26.34% for the same period.

Portfolio Specifics: The Portfolio seeks to be diversified by both region and sector, with stock selection as the primary source of performance. From a regional perspective, our exposure to emerging markets and the U.K. aided returns, while Continental Europe and Japan detracted. Sector-wise, consumer discretionary and energy holdings proved beneficial to performance, while financials and utilities held back returns.

Japanese financials continue to lag, owing to uncertainties about the resilience of the Japanese recovery. In addition, some Japanese financials were held back by news of the government considering capping loan rates such as Credit Saison, which detracted from returns for the year.

GlaxoSmithKline PLC, the global pharmaceutical company, also detracted from performance over the period following news of potential new product delays and concerns over a slowdown in its asthma treatment sales. We continue to find shares attractively valued at current levels and believe the strength of the new product pipeline is underestimated.

On a positive note, CVRD, the Brazilian iron ore company, had a strong showing. There are market concerns about the supply/demand outlook for iron ore ahead of next year's price negotiations, but the companies we have spoken with have given early indications of another robust round of negotiations that should be supportive of prices. Nearing the end of 2006, CVRD completed its acquisition of Inco, the Canadian nickel producer, which should help transform the company into one of the leading nickel players in the market.

Our overweight position in Esprit, the Hong Kong-based global clothing retailer, also contributed positively to returns as shares rose after full-year profits increased to record highs. Esprit has an aggressive strategy to increase its market share in Europe, comprising about 85% of its global sales. We remain confident that the company is well-positioned to benefit from a new management team focused on expanding its brands and geographic reach.

Current Strategy and Outlook: Despite a backdrop of rising U.S. interest rates and a slowing U.S. economy, global equity markets performed well in 2006. There is, however, much to be vigilant about, such as the threat of even higher interest rates globally. Although the raising of rates in Japan would be a positive sign — that the domestic economy is at last finding some traction — further rate hikes elsewhere would be a cause for concern. Slower economic expansion, especially in the U.S., where the focus is on the housing market slump and its potential effects, could prompt cuts in interest rates. While frequently taken as initially positive by investors, this could portend more troubled times ahead.

In the meantime, markets still remain underpinned by valuation. While earnings growth expectations for this year are lower than last year, markets are still attractively valued. However, companies that disappoint with earnings expectations will likely be punished severely by the markets going forward. In an environment of anticipated scarcer growth, we expect our Portfolio of higher-growth, more cheaply valued companies to outperform the broader market.

In terms of asset allocation, we continue to prefer European, Asian and Japanese markets over that of the U.S. We have continued to favor increasing exposure to recovery in the domestic Japanese economy. While this proved disappointing in 2006, we continue to believe that all the conditions for a domestic recovery are in place and will be rewarded in the coming year.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
Total SA	3.8	%
ENI S.p.A.	3.1	%
HSBC Holdings PLC	3.0	%
UBS AG	2.3	%
Tesco PLC	2.3	%
Vodafone Group PLC	2.1	%
AXA SA	2.0	%
GlaxoSmithKline PLC	2.0	%
Barclays PLC	1.9	%
Roche Holding AG	1.9	%

* Excludes short-term investments related to securities lending collateral and U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING JPMORGAN INTERNATIONAL PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			5 Year			Since Inception of Class I November 28, 1997			Since Inception of Classes S and ADV December 10, 2001
Class I		22.20	%		11.13	%		7.37	%		—
Class S		21.92	%		10.92	%		—			10.46	%
Class ADV		21.65	%		10.63	%		—			10.18	%
MSCI EAFE^® Index⁽¹⁾		26.34	%		14.98	%		8.41	%⁽²⁾		14.85	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING JPMorgan International 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. 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 MSCI EAFE^® Index is an unmanaged index that measures the performance of securities listed on exchanges in markets in Europe, Australia, and the Far East.

⁽²⁾ Since inception performance for the index is shown as of December 1, 1997.

⁽³⁾ Since inception performance for the index is shown as of December 1, 2001.

ING JPMORGAN MID CAP VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING JPMorgan Mid Cap Value Portfolio (the "Portfolio") seeks growth from capital appreciation. The Portfolio is managed by Jonathan K.L. Simon and Lawrence Playford, Portfolio Managers of J.P. Morgan Investment Management Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 16.52% compared to the Russell Midcap^® Value Index⁽¹⁾, which returned 20.22% for the same period.

Portfolio Specifics: The Portfolio underperformed the Russell Midcap^® Value Index mostly due to stock selection in the consumer staples and healthcare sectors. Positively affecting performance was stock selection in the consumer discretionary and materials sectors.

At the stock level, Omnicare, Inc., a pharmaceutical services company, was a detractor to performance as its shares were pressured by several events, including legal disputes with regulators and the company's ongoing lawsuit against UnitedHealthcare Group, Inc. Despite these negative developments, Omnicare, Inc. is the largest institutional pharmacy provider with a significant low-cost advantage relative to its competitors.

Another detractor from performance for the period was CA, Inc., a corporate software firm. CA, Inc., missed its annual report filing deadline, and said it will likely need to restate previously reported results related to stock-option grants dating back to fiscal 1997. In addition, the company announced it may have also understated some of its subscription revenue prior to fiscal 2006. Given the company's uncertain outlook, we eliminated our position in CA, Inc.

Several holdings made positive contributions to performance, including VF Corporation, a leading apparel manufacturer. The company saw strong momentum in its outdoor apparel business and improvement in denim. VF Corporation also announced that it is in negotiations to acquire Eagle Creek, Inc., a supplier of adventure travel gear, which would bolster its fast-growing outdoor business. Acquisitions have allowed VF Corporation to transition its mature, lower-growth denim business into a diversified portfolio of higher-margin lifestyle brands.

Albemarle Corp., a specialty chemical company, was another top contributor to results. Shares of the company were strong throughout the year as relief from higher raw material costs and price increases resulted in higher margins and profitability. The outlook for Albemarle Corp. remains positive as demand for refining catalysts is expected to increase and declining raw material costs could lead to higher margins.

Sector allocations are a byproduct of our bottom-up stock selection process. The two-largest portfolio overweights are in the consumer discretionary and telecommunications services sector. The overweight in consumer discretionary results from the fact that many names in the sector have the sustainable free cash flow we look for in our investments. Our overweight in telecommunications services is based on our outlook for the underlying fundamentals of the stocks that we hold. We prefer to own rural telecommunications providers due to their defensive competitive profile.

The two-largest portfolio underweights at year end were in the information technology and utilities sectors. We underweighted utilities as we find it difficult to find attractive valuations in this sector. We also believe that many technology firms lack the stable business models we seek in our investments and, therefore, typically underweight this sector.

Current Strategy and Outlook: We employ a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. Our aim is to identify undervalued companies that have the potential to increase their intrinsic values per share and to purchase these companies at a discount.

Top Ten Holdings* as of December 31, 2006 (as a percent of net assets)
Assurant, Inc.	2.4	%
VF Corp.	2.3	%
Coventry Health Care, Inc.	2.2	%
Fortune Brands, Inc.	1.7	%
Autozone, Inc.	1.7	%
Genuine Parts Co.	1.7	%
Old Republic International Corp.	1.6	%
Vulcan Materials Co.	1.6	%
M&T Bank Corp.	1.6	%
Kinder Morgan, Inc.	1.6	%

* Excludes short-term investments related to securities lending collateral and U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING JPMORGAN MID CAP VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		16.84	%		14.14	%
Class S		16.52	%		13.85	%
Class ADV		16.26	%		13.56	%
Russell Midcap^® Value Index⁽¹⁾		20.22	%		15.23	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING JPMorgan Mid Cap Value 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. 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 Russell Midcap^® Value Index measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values.

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Legg Mason Partners Aggressive Growth Portfolio (the "Portfolio") seeks long-term growth of capital. The Portfolio is managed by Richie Freeman Managing Director and Portfolio Manager, of ClearBridge Advisors, LLC* — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 10.29% compared to the Russell 3000^® Growth Index⁽¹⁾ and the Standard & Poor's 500^® Composite Stock Price Index⁽²⁾("S&P 500^® Index"), which returned 9.46% and 15.79%, respectively, for the same period.

Portfolio Specifics: The stock market ended the fourth quarter and the past year on an upbeat note, with a broad market rally that began in mid-July and continued through the end of the year. In mid-December, the Dow Jones Industrial Average^† recorded a new all-time high and several other major market averages made substantial advances, leaving them at or near multi-year highs. Last year marked the fourth year in a row of gains for equities following the difficult bear market from 2000 to 2002.

For 2006, the effect of the Portfolio's stock selection overall contributed positively to performance relative to its benchmark of the Russell 3000^® Growth Index, while the effect of sector allocation overall was negative. Stock selection in consumer discretionary had a very strong positive impact on relative performance, while stock selection in financials also had a meaningful positive impact. Portfolio overweights to consumer discretionary and financials, as well as an underweight to information technology also contributed positively to relative performance. Significant detractors from relative performance for the year included stock selection in information technology, health care and energy sectors, as well as an overweight to health care and underweights to consumer staples, industrials and materials.

In terms of individual stocks, leading contributors to relative performance included several media and cable television stocks that were among the Portfolio's leading detractors last year, including Comcast Corp., Cablevision Systems Corp., Time Warner Inc., and Walt Disney Co., all in the consumer discretionary sector. Other significant contributors to performance for the year included Merrill Lynch & Co. Inc. and Lehman Brothers Holdings Inc. in financials, Forest Laboratories Inc. and Biogen Idec Inc., both in health care, as well as Weatherford International Ltd. in energy and Tyco International Ltd. in industrials.

Leading detractors from performance included holdings in UnitedHealth Group Inc., Amgen Inc., Genzyme Corp. and ImClone Systems Inc., all in health care, SanDisk Corp., Intel Corp. and Motorola Inc. in information technology, Anadarko Petroleum Corp. and Grant Prideco Inc. in energy, and Sirius Satellite Radio Inc. in consumer discretionary.

Current Strategy and Outlook: At the close of the year, the Portfolio remained overweight in the health care, energy, financials and consumer discretionary sectors, with underweights in industrials and information technology, and no significant holdings in consumer staples, materials, telecommunications services or utilities. As always, the Portfolio's sector allocation is determined by the manager's disciplined, bottom-up stock selection process. The Portfolio's top 10 holdings as of December 31, 2006 were Comcast Corp. in consumer discretionary, Forest Laboratories Inc. in health care, Lehman Brothers Holdings Inc. and Merrill Lynch & Co. Inc. in financials, UnitedHealth Group Inc. in health care, Time Warner Inc. in consumer discretionary, Tyco International Ltd. in industrials, Amgen Inc. and Genzyme Corp. in health care, and Anadarko Petroleum Corp . in energy.

In our experience, significant market advances have typically occurred during periods of extreme pessimism rather that during periods of euphoria. It is our contention that in order to create a more sustainable advance, it would be healthy for the market to undergo a correction, or at least a period of marking-time, in order to digest the gains of the second half of 2006. We believe the sooner such a correction is able to get underway the more durable the bull-market will be expected to be.

^* On November 9, 2006 the Board of Directors of ING Partners, Inc. approved the transfer of sub-advisory responsibilities, effective December 1, 2006, from Salomon Brothers Asset Management Inc, a wholly-owned subsidiary of Legg Mason, Inc., to ClearBridge Advisors, LLC, also a wholly-owned subsidiary of Legg Mason, Inc.

^† The Dow Jones Industrial Average is a widely followed measurement of the stock market. The average is comprised of 30 stocks that represent leading companies in major industries. These stocks, widely held by both individual and institutional investors, are considered to be all blue-chip companies

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

Comcast Corp.	5.5	%
Forest Laboratories, Inc.	5.5	%
Lehman Brothers Holdings, Inc.	5.4	%
Merrill Lynch & Co., Inc.	5.4	%
UnitedHealth Group, Inc.	5.2	%
Time Warner, Inc.	4.7	%
Tyco International Ltd.	4.5	%
Amgen, Inc.	4.3	%
Genzyme Corp.	4.3	%
Anadarko Petroleum Corp.	4.2	%

* Excludes short-term investments related to securities lending collateral and U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			5 Year			Since Inception of Class I November 28, 1997			Since Inception of Classes S and ADV December 10, 2001
Class I		10.29	%		3.81	%		2.41	%		—
Class S		10.00	%		3.55	%		—			3.33	%
Class ADV		9.74	%		3.30	%		—			3.07	%
Russell 3000^® Growth Index⁽¹⁾		9.46	%		3.02	%		3.11	%⁽³⁾		3.01	%⁽⁴⁾
S&P 500^® Index⁽²⁾		15.79	%		6.19	%		6.10	%⁽³⁾		6.27	%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Legg Mason Partners Aggressive 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.

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 Russell 3000^® Growth Index measures the performance of the 3000 largest U.S. companies based on total market capitalization, which represent approximately 98% of the U.S. equity market.

⁽²⁾ 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.

⁽³⁾ Since inception performance for the indices is shown from December 1, 1997.

⁽⁴⁾ Since inception performance for the indices is shown from December 1, 2001.

ING LEGG MASON PARTNERS LARGE CAP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Legg Mason Partners Large Cap Growth Portfolio (the "Portfolio") seeks long-term capital appreciation. The Portfolio is managed by Alan Blake Managing Director and Portfolio Manager, of ClearBridge Advisors, LLC⁽¹⁾ — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S provided a total return of 3.88% compared to the Russell 1000^® Growth Index⁽¹⁾ and the Standard & Poor's 500^® Composite Stock Price Index⁽²⁾ ("S&P 500^® Index"), which returned 9.07% and 15.79%, respectively, for the same period.

Portfolio Specifics: After early weakness in the first and second quarters, large cap stocks had a very good third quarter and an even better fourth quarter, with the Dow Jones Industrial Average⁽²⁾ setting all time highs in the final week of the year. The appreciation in the second half of the year was largely fueled by a more dovish Federal Reserve ("Fed") beginning in June, declining commodity prices (oil, industrial metals), record share buybacks, strong merger and acquisition activity and most importantly, record corporate profits. In our opinion, corporate earnings remain strong, valuations are reasonable, and we note that the case for multiple expansion is not without precedent during a mid-cycle s lowdown, which would be welcome relief after five years of multiple contraction.

For 2006, relative to the benchmark Russell 1000 Growth Index, both overall stock selection and overall sector allocation negatively impacted portfolio performance, with stock selection accounting for the majority of the difference between the portfolio's return and the benchmark return for the same period.

Leading contributors to relative performance included stock selection in the financials and consumer staples sectors, as well as an overweight to financials and an underweight to energy. In terms of individual stocks, significant contributors to relative performance for the period include positions in Akamai Technologies, Inc. and Cisco Systems, Inc. in information technology (IT), Merrill Lynch & Co., Inc. and Morgan Stanley in financials, and Walt Disney Co. in consumer discretionary.

Significant detractors from relative performance for the period included stock selection in the IT sector, and to a lesser degree, stock selection in the health care, industrials and consumer discretionary sectors. The portfolio's overweight to IT and its underweights to the industrials, materials, and utilities sectors also negatively impacted relative performance. For the period, leading stock detractors from relative portfolio performance included positions in Yahoo!, Inc. and eBay, Inc. in IT, Amazon.com, Inc. in consumer discretionary, as well as Genentech, Inc. and Amgen, Inc., both in health care.

During the period, the Portfolio closed its positions in EMC Corp. in IT, Bed Bath & Beyond, Inc. in consumer discretionary, Eli Lilly & Co. in health care, Expedia, Inc. in consumer discretionary and Xilinx, Inc. and Dell, Inc. in IT, and established new positions in Electronic Arts, Inc. in IT, NASDAQ Stock Market, Inc. in financials, and Medtronic, Inc. in health care. The portfolio also added to several existing positions during the year.

Current Strategy and Outlook: Earlier this year, we argued that the market corrections of the summer were a harbinger of a much larger and longer change in market leadership, one that would recognize balance sheet strength and the consistency and quality of top-tier large cap growth stocks. Far from over, we believe we are in the early stages of this change in market leadership and that, despite strong price appreciation in the large cap growth space during the second half of 2006, valuations remain favorable. We believe 2007 will continue this trend as investors rebalance their portfolios as they reassess risk.

Though we maintain a positive outlook going into 2007, there remain significant issues that weigh on the global landscape at large that we continue to watch carefully. Weakness in the U.S. housing market (with its potential impact on the broader economy via consumer spending), a weakening dollar, an inverted yield curve, lack of measured progress in Iraq and a Fed balancing act, leads us to be believe that the coming year will be very much like the one we have just witnessed. We anticipate a high degree of volatility and additional emphasis on the importance of stock selection in investor portfolios.

⁽¹⁾ On November 9, 2006 the Board of Directors of ING Partners, Inc. approved the transfer of sub-advisory responsibilities, effective December 1, 2006, from Salomon Brothers Asset Management, Inc., a wholly-owned subsidiary of Legg Mason, Inc., to ClearBridge Advisors, LLC, also a wholly-owned subsidiary of Legg Mason, Inc.

⁽²⁾ The Dow Jones Industrial Average is a widely followed measurement of the stock market. The average is comprised of 30 stocks that represent leading companies in major industries. These stocks, widely held by both individual and institutional investors, are considered to be all blue-chip companies

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

Amazon.com, Inc.	5.7	%
Genentech, Inc.	5.5	%
Amgen, Inc.	5.1	%
Merrill Lynch & Co., Inc.	4.7	%
Akamai Technologies, Inc.	3.9	%
Berkshire Hathaway, Inc.	3.7	%
Procter & Gamble Co.	3.7	%
Texas Instruments, Inc.	3.4	%
Time Warner, Inc.	3.3	%
Motorola, Inc.	3.3	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING LEGG MASON PARTNERS LARGE CAP GROWTH PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			Since Inception of Classes I, S and ADV May 1, 2003
Class I		4.19	%		10.03	%
Class S		3.88	%		9.74	%
Class ADV		3.64	%		9.48	%
Russell 1000^® Growth Index⁽¹⁾		9.07	%		11.50	%
S&P 500^® Index⁽²⁾		15.79	%		14.70	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Legg Mason Partners Large Cap 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.

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 Russell 1000^® Growth Index is an index of common stocks designed to track performance of large capitalization companies with greater than average growth orientation.

⁽²⁾ 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.

ING LORD ABBETT U.S. GOVERNMENT PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Lord Abbett U.S. Government Securities Portfolio (the "Portfolio") seeks high current income consistent with reasonable risk. The Portfolio is managed by Robert I. Gerber, Partner, Director of Taxable Fixed Income Management and Portfolio Manager of Lord, Abbett & Co. LLC — the Sub-Adviser.

Performance: Since the Portfolio's inception on January 3, 2006 through December 31, 2006, the Portfolio's Class I shares provided a total return of 3.81% compared to the Lehman Brothers^® Government Bond Index⁽¹⁾, which returned 3.48% for the year ended December 31, 2006. Duration relative to the index did not directly or inadvertently affect performance.

Portfolio Specifics: Bond markets faced headwinds in the first half of 2006 as tighter U.S. and international monetary policy and better-than-expected economic data pushed bond yields higher (and prices lower). The benchmark 10-year Treasury began the year yielding 4.39% and by June 30 had risen to 5.15%. As a result, most sectors of the bond market produced negative returns during the first six months of the year. However, the world changed for bond investors in the second half of 2006. The bond market rallied over 5% in price terms as the 10-year Treasury yield ended the year at 4.71%. The reversal could be attributed to a number of factors leading market participants to believe that the U.S. Federal Reserve Board's, ("Fed") interest rate tightening cycle was over and would be followed by a set of eases. In August, the Fed decided to hold the fed funds ra te (the rate at which banks lend to one another) steady at 5.25% after increasing it 17 straight times since June 2004. The Fed subsequently held rates steady at its meetings in September, October and December.

The primary contributing factor to the bond market rally was the evident slowing of the economy. Second quarter gross domestic product ("GDP") came in at 2.6%, sharply lower than first quarter GDP of 5.6% while final results for third quarter GDP were 2.0%. The downshift in economic activity is supportive of bond prices as investors expect the Fed to be compelled to hold rates steady, or lower them, in order to avert a recession. Additionally, benign inflation reports suggest that rate increases to date have, in the context of a slowing economy, been sufficient to temper incipient inflationary pressure.

With the exception of the May-June retrenchment in investor appetite for risk, portfolio securities with excess yield over Treasuries outperformed comparable maturity Treasury securities during the year. Therefore, our decision to overweight non-Treasury securities was rewarded.

The primary contributor to relative performance for the year was our large overweight in agency mortgage-backed pass-through securities ("MBS"). Based on attractive valuations, however, we significantly reduced our overweight position in MBS during the third and fourth quarters and added to our position in agencies. We have thus moved out of an appreciated sector and into one that, in our view, offers greater potential for return.

The maturity structure of the Portfolio marginally contributed to relative performance during the year. As the yield curve steepened in the second quarter, our underweight in long maturity debt and overweight in intermediate maturity debt improved relative returns. While we maintain our view that diminished global liquidity and the specter of inflation will cause the yield curve to steepen, we continue to opportunistically reduce the maturity structure position, diminishing exposure to the intermediate part of the curve and adding longer maturity debt.

Current Strategy and Outlook: Weakness in housing and manufacturing has resulted in a slowdown in the economy from its rapid pace earlier this year. Many market participants believe that the next move by the Fed may be to lower interest rates, coming as early as the first half of 2007. We believe, however, this may be premature. Change in the Fed's stance on monetary policy will be dictated by forthcoming readings on inflation and growth of the economy. Should inflation rates remain above the Fed's stated comfort range of 1-2% annually, the Fed will likely delay the beginning of any interest rate ease. However, if the slowdown in housing and auto manufacturing extends into other segments of the economy, and the slowdown in the broader economy is (as the Fed expects) sufficient to rein in inflation, then the policy outlook could become more volatile.

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

Federal National Mortgage Association	49.6	%
Federal Home Loan Mortgage Corporation	20.6	%
Government National Mortgage Association	10.8	%
U.S. Treasury Bonds	10.5	%
Federal Home Loan Bank	9.7	%
U.S. Treasury Notes	3.2	%
Other Assets and Liabilities, Net	(4.4	)%
Net Assets	100.0	%

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, 5.500%, due 02/01/36	22.5%
Federal Home Loan Bank, 5.125%, due 08/14/13	9.7	%
Government National Mortgage Association, 5.500%, due 02/15/36	8.6%
Federal Home Loan Mortgage Corporation, 5.500%, due 01/15/19	7.0%
Federal National Mortgage Association, 5.500%, due 01/01/37	5.0%
Federal National Mortgage Association, 6.000%, due 05/15/11	4.3%
Federal National Mortgage Association, 5.500%, due 03/01/36	4.2%
U.S. Treasury Bond, 4.500%, due 02/15/36	4.2	%
U.S. Treasury Bond, 6.125%, due 08/15/29	4.1	%
Federal Home Loan Mortgage Corporation, 5.000%, due 04/01/20	3.4%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING LORD ABBETT U.S. GOVERNMENT SECURITIES PORTFOLIO

Cumulative Total Returns for the Periods Ended December 31, 2006
	Since Inception of Class I January 3, 2006			Since Inception of Class S January 18, 2006			Since Inception of Class ADV December 20, 2006
Class I		3.81	%		—			—
Class S		—			3.01	%		—
Class ADV		—			—			(0.28	)%
Lehman Brothers^® Government Bond Index⁽¹⁾		3.48	%⁽²⁾		3.65	%⁽³⁾		N/A⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Lord Abbett U.S. Government Securities 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. 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 Lehman Brothers^® Government Bond Index is an index of U.S. Treasury bonds and notes, and government-agency bonds (excluding mortgage-backed securities).

⁽²⁾ Since inception performance of the index is shown from January 1, 2006.

⁽³⁾ Since inception performance of the index is shown from February 1, 2006.

⁽⁴⁾ Since inception performance for the index is not shown.

ING NEUBERGER BERMAN PARTNERS PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Neuberger Berman Partners Portfolio (the "Portfolio") seeks capital growth. The Portfolio is managed by S. Basu Mullick, Vice President and Portfolio Manager of Neuberger Berman Management Inc. — the Sub-Adviser.

Performance: Since the Portfolio's inception on January 3, 2006 through December 31, 2006, the Portfolio's Class S shares provided a total return of 9.00% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned 15.79% for the year ended December 31, 2006.

Portfolio Specifics: We have placed considerable emphasis on energy and the consumer durables sub-sectors of the consumer discretionary sector, believing both in the secular supply/demand trends favoring oil, gas and coal companies and in the underlying demographics and macroeconomic variables supporting the long-term prospects of home construction firms and the overall strength of the consumer. For much of the year, these areas were a substantial drag on performance. For the first group, unusually mild winter - and then summer - weather lifted natural gas and coal inventories to high levels, putting pressure on commodity prices and, by extension, the share prices of our stocks in those areas. Meanwhile, homebuilding stocks were hit by the U.S. Federal Reserve Board's ("Fed") interest rate campaign and the rapid slowdown of the housing market. D.R. Horton, Inc. and KB Home were two homebuilders we owned which were particularly hard hit.

However, in the wake of the Fed's pause and renewed optimism for stable, albeit slower, economic growth, these areas recovered late in the year. In energy, the fall season brought with it a reduction in natural gas inventories and recovery in natural gas prices, as well as the stabilization of oil prices, which had declined from earlier peaks. In consumer discretionary, homebuilding stocks enjoyed strong fourth quarter returns, as did our retailers. However, this was not enough to make up for our earlier shortfalls.

Overall, financial stocks provided the largest contribution to Portfolio total return, in spite of our underweighting based on concerns about interest rate trends, as we outperformed benchmark constituents mainly because of brokerage shares.

Among our individual holdings, Phelps Dodge Corp. provided the largest contribution to total return, as the copper mining company agreed to be acquired by Freeport-McMoRan Copper & Gold, Inc. Within the industrials sector, mining equipment manufacturer Terex Corp. posted a substantial gain, as fundamentals reflected the continued U.S. economic expansion, particularly in the construction and mining sectors, despite weakness in residential construction. Meanwhile, energy companies Arch Coal, Inc. and Foundation Coal Holdings, Inc. suffered pressure on the downside, due to weak prices related to the mild weather noted above.

Current Strategy and Outlook: The energy sector remains our largest overweight versus the index. We believe the long-term fundamentals for energy stocks are strong, and that our companies involved in oil sands, Barnett shale and other non-conventional sources of oil and gas are likely to perform well over the long term. We remain committed to our consumer discretionary holdings, believing the housing sector will stabilize in the months ahead and that the consumer will show resilience. Meanwhile, it seems likely we will add to our health care overweighting, as we are finding a number of attractive opportunities.

We are reasonably optimistic about the overall operating environment for our Portfolio holdings. In our opinion, although the U.S. economy has clearly slowed, low unemployment, still manageable interest rates and a still resilient consumer should maintain the expansion. We believe our energy, consumer discretionary, industrials and materials stocks are likely to benefit in this environment. We remain confident regarding the outlook for our selection of high-quality companies within these sectors and others, in part based on their attractive attributes including low debt, high margins, strong earnings growth potential and low valuations.

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

Berkshire Hathaway, Inc.	2.3	%
NVR, Inc.	2.2	%
KB Home	2.2	%
D.R. Horton, Inc.	2.2	%
American International Group, Inc.	2.2	%
Goldman Sachs Group, Inc.	2.2	%
Centex Corp.	2.0	%
UnitedHealth Group, Inc.	2.0	%
Lennar Corp.	2.0	%
TXU Corp.	2.0	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING NEUBERGER BERMAN PARTNERS PORTFOLIO

Cumulative Total Returns for the Periods Ended December 31, 2006*

	Since Inception of Class I January 19, 2006			Since Inception of Class S January 3, 2006
Class I		7.16	%		—
Class S		—			9.00	%
S&P 500^® Index⁽¹⁾		12.81	%⁽²⁾		15.79	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Neuberger Berman Partners 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. 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 Advisor 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.

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.

* Class ADV 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 the securities of approximately 500 of the largest companies in the U.S.

⁽²⁾ Since inception performance of the index is shown from February 1, 2006.

⁽³⁾ Since inception performance of the index is shown from January 1, 2006.

ING NEUBERGER BERMAN REGENCY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Neuberger Berman Regency Portfolio (the "Portfolio") seeks capital growth. The Portfolio is managed by S. Basu Mullick, Vice President and Portfolio Manager of Neuberger Berman Management Inc. — the Sub-Adviser.

Performance: Since the Portfolio's inception on January 3, 2006 through December 31, 2006, the Portfolio's Class I shares provided a total return of 7.35% compared to the Russell Midcap^® Value Index⁽¹⁾, which returned 20.22% for the year ended December 31, 2006.

Portfolio Specifics: We have placed considerable emphasis on the energy and consumer discretionary sectors, believing both in the secular supply/demand trends favoring oil, gas and coal companies and in the underlying demographics and macroeconomic variables supporting the long-term prospects of home construction firms and the overall strength of the consumer. For much of the year, these areas were a substantial drag on performance. For the first group, unusually mild winter - and then summer - weather lifted natural gas and coal inventories to high levels, putting pressure on commodity prices and, by extension, the share prices of our stocks in those areas. Meanwhile, homebuilding stocks were hit by the U.S. Federal Reserve Board's ("Fed") interest rate campaign and the rapid slowdown of the housing market.

Overall, industrial and financial holdings provided the largest contribution to Portfolio total return, benefiting from the Fed's rate pause and overall expectations for a soft landing. In contrast, stock selection within the energy and consumer discretionary sectors accounted for much of our performance shortfall. In energy, the Portfolio was negatively affected by holdings in natural gas and coal, as prices for those commodities were disproportionately weaker for much of the year. Quicksilver Resources Inc. and Foundation Coal Holdings, Inc. are two stocks that were particularly sensitive to those short-term commodity price moves. Although we eliminated Foundation Coal Holdings, Inc. from the Portfolio, we maintained our overall energy weighting, favoring areas outside of natural gas and coal. In consumer discretionary, our homebuilders, including Hovnanian Enterprises, Inc. and Centex Corp., were affected by a speculator-driven increase i n inventories. We sold Pulte Homes Inc., but in most cases added to our holdings in these stocks, as we believe homebuilding stocks are significantly oversold at a time when fundamentals likely are approaching a bottom.

Among other individual holdings, mining equipment manufacturer Terex Corp. provided the largest contribution to total return, with its fundamentals reflecting continued U.S. economic expansion, particularly in the construction and mining sectors, despite weakness in residential construction. Phelps Dodge Corp. also posted a sizable gain, as the copper mining company agreed to be acquired by Freeport-McMoRan Copper & Gold, Inc. Meanwhile, Omnicare, Inc., the pharmaceutical care company, came under pressure due to difficulties in absorbing a 2005 acquisition. However, we remain committed to the stock, which has substantial earnings power and a modest valuation.

Current Strategy and Outlook: The energy sector remains our largest overweight versus the index. We believe the long-term fundamentals for energy stocks are strong, and that our companies involved in oil sands, Barnett shale and other non-conventional sources of energy are likely to perform well over the long term. We remain committed to our consumer discretionary holdings, believing that the housing sector will stabilize in the months ahead and that the consumer will show resilience. The Portfolio remains underweighted in financials, in part due to our difficulty finding value among real estate investment trusts. We are also underweight consumer staples, and we have no exposure to telecommunication services.

We are reasonably optimistic about the overall operating environment for our portfolio holdings. In our opinion, although the U.S. economy has clearly slowed, low unemployment, still manageable interest rates and a still resilient consumer should maintain the expansion. We believe our energy, consumer discretionary, industrials and materials stocks are likely to benefit in this environment. We remain confident regarding the outlook for our selection of high-quality companies within these sectors and others, in part based on their attractive attributes including low debt, high margins, strong earnings growth potential and low valuations.

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

Phelps Dodge Corp.	2.1	%
Bear Stearns Cos., Inc.	2.0	%
Joy Global, Inc.	2.0	%
Shire PLC	1.9	%
Terex Corp.	1.9	%
TXU Corp.	1.8	%
NVR, Inc.	1.7	%
KB Home	1.7	%
Lennar Corp.	1.7	%
NBTY, Inc.	1.7	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING NEUBERGER BERMAN REGENCY PORTFOLIO

Cumulative Total Returns for the Periods Ended December 31, 2006
	Since Inception of Class I January 3, 2006			Since Inception of Class S January 12, 2006			Since Inception of Class ADV December 20, 2006
Class I		7.35	%		—			—
Class S		—			5.62	%		—
Class ADV		—			—			(0.61	)%
Russell Midcap^® Value Index⁽¹⁾		20.22	%⁽²⁾		20.22	%⁽²⁾		N/A⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Neuberger Berman Regency 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. 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 Russell Midcap^® Value Index measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values.

⁽²⁾ Since inception performance of the index is shown from January 1, 2006.

⁽³⁾ Since inception performance for the index is not shown.

ING OPCAP BALANCED VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING OpCap Balanced Value Portfolio (the "Portfolio") seeks capital growth, and secondarily, investment income. The Portfolio is managed by Colin Glinsman, Managing Director and Chief Investment Officer of Oppenheimer Capital LLC — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 10.36% compared to the Standard & Poor's 500^® Composite Stock Price Index ("S&P 500^® Index")⁽¹⁾, the Lehman Brothers^® Intermediate Government/ Credit Bond Index⁽²⁾ and the Composite Index (60% S&P 500^® Index/40% Lehman Brothers Intermediate Government/Credit Bond Index)⁽³⁾, which returned 15.79%, 4.08% and 13.20%, respectively, for the same period.

Portfolio Specifics: For the year ending December 31, 2006, the Portfolio delivered strong returns, finishing the period behind with its custom benchmark, a blend of the S&P 500^® Index and the Lehman Brothers Intermediate Government/Credit Bond Index. Stock selection in the healthcare, materials and energy sectors had a positive effect on performance relative to the benchmark. Stock selection in consumer discretionary and financials sectors detracted from relative results.

Returns for the Portfolio were boosted by the selection of stocks in the healthcare industry. Aetna, Inc. shares rose through the period on strong projections. The country's No. 3 health insurer in plan membership rolls announced a 28% increase in third-quarter earnings and raised profit forecast for next year. Our position in UnitedHealth Group, Inc. also contributed positively as the company and its stock began to recover from a series of incidents and actions that led to the ouster of its chairman and prompted sweeping new corporate governance measures. The company is one of the largest managed care providers in the world and has amassed a record of solid revenue and earnings growth.

In materials, where stock selection was also strong, shares of INCO, the No. 2 nickel miner, boosted returns, attributable to news on mergers and acquisitions in the industry.

Stock selection was weakest in the consumer discretionary sector and was the main source of the underperformance for the year. Non-profit education provider Apollo Group, Inc. faced a U.S. Securities and Exchange Commission investigation of its stock-option grants as well as reporting disappointing earnings due to increased expenses and weak revenue growth as a result of declining student drop-outs. Royal Caribbean Cruises Ltd. suffered from high fuel costs and weaker demand for Caribbean cruises due to the volatile 2005 hurricane season.

The short duration bond portfolio, consisting of 100% short and intermediate corporate bonds' benefited the fixed income portion of the Portfolio during the year.

Market Environment — US stocks rallied in 2006 marking a fourth year of advances for equities and extending the third longest bull market since 1900. Value-oriented stocks generally outperformed growth stocks and small-cap stocks generally outperformed large. Among U.S. large caps, the telecom sector posted the largest advance, buoyed by heavy mergers and acquisitions activity. Energy stocks also did well, benefiting from higher oil prices, and utilities were strong. The health care sector had the weakest return for the year.

Bond yields rose for the first half of the year as the U.S. Federal Reserve Board ("Fed") continued to raise rates. Yields declined the second half of the year as the Fed refrained from further rate increases with the perception that the economy was slowing due to a weakening housing market and high oil prices. Still, the net effect for the year was an increase in yields and lower bond prices. The yield curve was inverted for most of the year as longer term bonds outperformed due to investors perception that the economy was slowing and the Fed would be forced to lower short-term rates in the near future. Continued purchases of bonds by foreign central banks were also instrumental in inverting the yield curve. Excess global liquidity dampened volatility during the year allowing corporate bonds and mortgage backed securities to outperform Treasuries.

Current Strategy and Outlook: We continue to believe that the U.S. economy remains fundamentally strong, despite the recent deceleration, and inflation, it can be kept in check under these conditions. With moderating inflation and stabilizing oil prices, the economy may be in the middle of a decade-long expansion. We believe there is, however, some risk of a recession in 2007 or 2008, especially if inflation were to increase and the Fed were to raise interest rates to bring it under control.

We believe the stock market could move higher in 2007 if corporate earnings grow and investors become convinced that a recession is unlikely. Generally speaking, we believe valuations appear reasonable on profitability levels that can still rise.

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

Common Stock	72.8	%
Corporate Bonds/Notes	25.6	%
U.S. Government Agency Obligations	2.1	%
Other Assets and Liabilities, Net*	(0.5	)%
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)

ConocoPhillips	6.1	%
Countrywide Financial Corp.	4.5	%
Roche Holding AG ADR	4.5	%
Royal Caribbean Cruises Ltd.	4.0	%
Bank of New York Co., Inc.	3.6	%
UnitedHealth Group, Inc.	3.3	%
Merrill Lynch & Co., Inc.	3.2	%
Centex Corp.	3.0	%
Motorola, Inc.	2.8	%
AMBAC Financial Group, Inc.	2.8	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING OPCAP BALANCED VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		10.75	%		5.41	%		5.09	%
Class S		10.36	%		5.13	%		4.82	%
Class ADV		10.19	%		4.88	%		4.57	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		6.27	%⁽⁴⁾
Lehman Brothers^® Intermediate Government/Credit Bond Index⁽²⁾		4.08	%		4.53	%		4.34	%⁽⁴⁾
Composite Index⁽³⁾		13.20	%		5.84	%		5.86	%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING OpCap Balanced Value 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.

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 Lehman Brothers^® Intermediate Government/Credit Bond Index is an unmanaged index composed of securities including U.S. Government Treasury and agency securities.

⁽³⁾ The Composite Index consists of 60% of the return of (securities included in) S&P 500^® Index and 40% of the return of (securities included in) Lehman Brothers Intermediate Government/Credit Bond Index.

⁽⁴⁾ Since inception performance for the indices is shown from December 1, 2001.

ING OPPENHEIMER GLOBAL PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Oppenheimer Global Portfolio (the "Portfolio") seeks capital appreciation. The Portfolio is managed by Rajeev Bhaman, Vice President of OppenheimerFunds, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 17.60% compared to the Morgan Stanley Capital International ("MSCI") World Index^SM⁽¹⁾ and the MSCI All Country World Index^SM⁽²⁾, which returned 20.07% and 20.95%, respectively, for the same period.

Portfolio Specifics: The Portfolio underperformed its benchmarks, the MSCI World Index^SM and the MSCI All Country World Index^SM, over the 12 months ended December 31, 2006. Our investment philosophy is based on the idea that earnings growth drives stock prices and that we are most likely to identify long-term earnings growth opportunities by examining trends that provide tailwinds for growth in the coming decade. We are very interested in attributes of industries and companies within those industries that are likely to be beneficiaries of these long-term trends. Ideally, we like to buy these businesses at a bargain price, that is, a price where we have the opportunity to double our investment in three to five years. This rarely happens except when there is a perception that something has gone wrong with a wonderful business. If we can identify that what has gone wrong is merely temporary, rather than permanent, we have the makings of a good investment.

From a market perspective, the weakest performing country relative to the MSCI World Index^SM was the United States, driven by poor stock selection. However, underperformance in the United States was partially mitigated by sector bets made in several emerging markets, including Mexico and India. The strongest relative performing sectors were consumer staples and energy, with healthcare and information technology the most significant underperformers.

We had some notable successes with some of our larger holdings such as Infosys Technologies Ltd., Reckitt Benckiser plc and H&M Hennes & Mauritz AB, but also some significant underperformances from eBay, Inc., Advanced Micro Devices, Inc. and Boston Scientific Corp.

There were a few other disappointments, including a significant market slowdown in the demand for implantable cardiac defibrillators and a slowdown in the growth rate of knee and hip replacements which hurt a couple of our holdings. We remain confident that the long-term opportunity set for all of the segments that faced setbacks in the past year remains excellent and that our original theses will come to pass.

Our investments in software companies, Intuit, Inc. and Adobe Systems, Inc., continue to pay off, as the companies continue to innovate with new products that delight not only their existing customer bases but achieve even broader appeal. Our investments in Inditex S.A., the owner of Zara stores and Tesco plc, the UK's leading grocery chain, have been worthwhile as they continue to grow rapidly worldwide, leveraging their scale and supply chain to achieve high economic returns. Our investments in television companies, Zee Telefilms Ltd. in India, and Grupo Televisa SA in Mexico, contributed positively to the Portfolio's performance as they continue to retain high market shares in their respective markets and as the appeal of their programming grows worldwide.

Current Strategy and Outlook: We are finding terrific opportunities across a variety of areas particularly in technology. It should be noted that our investment decision making process considers the next three to five years as the operative period rather than the next quarter or two. We continue to favor a number of our existing holdings such as L.M. Ericsson and Juniper Networks, Inc., with additional investments, as the opportunity for communication network build-outs remains robust. Additionally, we are finding good opportunities to invest in the areas of analog and mixed signal semiconductors.

As global growth continues to chug along nicely and interest rates remain relatively low, we remain optimistic about markets generally. As such, we expect to continue to see good opportunities for investment. We remain focused on our long-term investment philosophy and our mantra of looking for "good companies in good businesses at good prices."

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

United States	36.2	%
United Kingdom	12.6	%
Japan	10.7	%
Sweden	6.5	%
Germany	5.7	%
France	5.6	%
Switzerland	3.4	%
India	2.5	%
Mexico	2.5	%
Netherlands	2.3	%
South Korea	2.0	%
Canada	1.6	%
Countries between 1.2% - 1.5%⁽¹⁾	4.2	%
Countries less than 1.2%⁽²⁾	4.4	%
Other Assets and Liabilities, Net*	(0.2	)%
Net Assets	100.0	%

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

⁽¹⁾Includes three countries, which each represents 1.2% - 1.5% of net assets.

⁽²⁾Includes ten countries, which each represents less than 1.2% of net assets.

Portfolio holdings are subject to change daily.

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

Telefonaktiebolaget LM Ericsson	3.9	%
Hennes & Mauritz AB	2.0	%
Vodafone Group PLC	1.9	%
Microsoft Corp.	1.8	%
Royal Bank of Scotland Group PLC	1.6	%
Siemens AG	1.6	%
Sanofi-Aventis	1.5	%
Reckitt Benckiser PLC	1.5	%
eBay, Inc.	1.5	%
Credit Suisse Group	1.4	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING OPPENHEIMER GLOBAL PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		17.98	%		12.52	%
Class S		17.60	%		11.95	%
Class ADV		17.36	%		11.71	%
MSCI World Index^SM⁽¹⁾		20.07	%		11.46	%
MSCI All Country World Index^SM⁽²⁾		20.95	%		12.20	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Oppenheimer Global 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.

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 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 MSCI All Country World Index^SM is a broad-based unmanaged index comprised of equity securities in countries around the world, including the United States, other developed countries and emerging markets.

ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Oppenheimer Strategic Income Portfolio (the "Portfolio") seeks a high level of current income principally derived from interest on debt securities. The Portfolio is managed by Arthur P. Steinmetz, Vice President and Senior Portfolio Manager of OppenheimerFunds, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 8.33% compared to the Lehman Brothers^® Aggregate Bond ("LBAB") Index⁽¹⁾, which returned 4.33% for the same period.

Portfolio Specifics: The Portfolio benefited from its emphasis on bonds and currencies from the emerging markets in 2006. Investments in Brazil, Mexico and Russia produced particularly attractive returns as these nations made progress toward reforming their financial systems and taming inflation. When concerns arose in the spring that a U.S. economic slowdown might precede a downturn in international economic conditions, the Portfolio's overweighted position in emerging market bonds hurt its relative performance. However, most of the Portfolio's emerging markets positions bounced back when U.S. economic growth moderated and U.S. interest rates stabilized. Bonds from Turkey proved to be an exception, as the country encountered regional political difficulties over the second half of the year.

The Portfolio's returns also were bolstered by its relatively heavy exposure to the euro, which gained value relative to the U.S. dollar. In fact, due to low interest rates, a soaring current account deficit and other factors, most major currencies advanced against the U.S. dollar during 2006, making investments denominated in foreign currencies more valuable for U.S. residents.

In addition, the Portfolio received generally positive contributions from high-yield corporate bonds. However, bonds in the lower rating categories tended to fare better than those with higher credit ratings. Because we had reduced the Portfolio's exposure to high-yield bonds generally and lower-rated securities in particular in anticipation of slower U.S. economic growth, the Portfolio did not participate fully in the high-yield sector's strength during the second half of the year.

Finally, our security selection and duration management strategies helped support returns from U.S. government securities. We captured higher yields than those provided by U.S. Treasuries by focusing on mortgage- and asset-backed securities from U.S. government agencies. In the spring we began to increase the Portfolio's average duration toward a range that was closer to industry averages. This change helped the Portfolio participate more fully in rallies as the market rebounded during the summer and fall.

Current Strategy and Outlook: As of the end of 2006, we remain guardedly optimistic regarding the prospects for currencies and bonds in the emerging and developed markets. We believe that the emerging markets remain fundamentally sound despite signs of slower growth in the United States, and bond prices may rise further as the global economic expansion continues. While strong corporate profits may continue to support high yield bond prices, we have remain concerned about rich valuations and the possibility that recent trends in corporate financing may cause default rates to rise. Finally, we expect U.S. interest rates to remain relatively stable, which may help keep prices and yields of U.S. Treasury securities near current levels.

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

Corporate Bonds/Notes	29.2	%
Other Bonds	22.0	%
U.S. Government Agency Obligations	20.2	%
Other Structured Product	16.1	%
U.S. Government Agency Obligations	7.5	%
U.S. Treasury Obligations	4.2	%
Asset-Backed Securities	1.7	%
Collateralized Mortgage Obligations	1.4	%
Preferred Stock	0.2	%
Common Stock	0.1	%
Positions In Purchased Options	0.0	%
Other Assets and Liabilities, Net*	(2.6	)%
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)

Federal Home Loan Bank, 4.600%, due 01/02/07	7.5	%
Barclays Bank - RUR Currency Linked Note, due 08/18/08	1.6%
Republic Of Argentina, 7.000%, due 03/28/11	1.3	%
Federal National Mortgage Association, 6.000%, due 01/15/19	1.1%
German Treasury Bill, 3.500%, due 03/14/07	1.0	%
Federal Home Loan Mortgage Corporation, 5.250%, due 07/18/11	1.0%
Brazil Government International Bond, 8.000%, due 01/15/18	1.0%
Morgan Stanley - Philippines
Floating Rate Credit Linked Notes, (3-month USD-LIBOR +4.85%), due 09/20/15	1.0%
Federal National Mortgage Association, 6.500%, due 01/15/35	0.9%
Deutsche Bank - Turkey Treasury Bill, 16.110%, due 01/24/07	0.8%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			Since Inception of Classes I, S and ADV November 8, 2004
Class I		8.42	%		5.04	%
Class S		8.33	%		4.82	%
Class ADV		7.99	%		4.55	%
LBAB Index⁽¹⁾		4.33	%		3.17	%⁽³⁾
S&P/Citigroup World Government Bond Index⁽²⁾		6.12	%		1.89	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Oppenheimer Strategic Income 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.

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 in an unmanaged index composed of securities from the Lehman Brothers Intermediate Government/Corporate Bond Index, Mortgage-Backed Securities Index, and the Asset Backed Securities Index including securities that are investment-grade quality or better and have at least one year to maturity.

⁽²⁾ The S&P/Citigroup World Government Bond Index is an unmanaged index of bonds from 14 world government bond markets with maturities of at least one year.

⁽³⁾ Since inception performance for the indices is shown from November 1, 2004.

ING PIMCO TOTAL RETURN PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING PIMCO Total Return Portfolio (the "Portfolio") seeks maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio is managed by Pasi Hamalainen, Managing Director and Portfolio Manager, of Pacific Investment Management Company LLC — the Sub-Adviser.

Performance: For year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 4.00% compared to the Lehman Brothers^® Aggregate Bond ("LBAB") Index⁽¹⁾, which returned 4.33% for the same period.

Portfolio Specifics: Fixed income assets gained during 2006 as a whole despite a difficult environment in the first half of the year. The LBAB Index, a widely used index of high-grade bonds, returned 4.33% for the full year. At the close of 2006 the benchmark ten-year Treasury yielded 4.71 percent, 31 basis points higher than at the start of the year. The 2-10 year portion of the U.S. Treasury yield curve was inverted by 11 basis points at year-end.

In the first half of the year, bond markets struggled, as the U.S. Federal Reserve Board ("Fed") raised rates a total of four times and inflation pressures mounted, led by higher oil prices. The economic backdrop, in the final two quarters, was generally more benign. Interest rates moved lower for most of this period as the Fed held rates steady four times in a row and oil prices reversed course, helping ease headline inflation pressure. Markets interpreted the Fed pause as the end of a protracted tightening cycle in which the central bank boosted the federal funds rate 17 straight times between June 2004 and June 2006.

Interest rate strategies were mixed for performance during the year. An above benchmark duration through most of the year was positive for performance as interest rates stabilized and fell in the second half of the year. However, an emphasis on short maturities was negative as the yield curve flattened and inverted. An overweight to mortgage-backed bonds and security selection added to returns, as this sector outpaced Treasuries. An underweight to corporates was negative for returns, as demand remained robust in this sector despite historically thin credit premiums. A tactical allocation to high yield corporate bonds added value, as these securities significantly outperformed their high-grade counterparts. A modest exposure to municipal bonds also added value, as their lower volatility helped performance versus taxable bonds. Non-U.S. positions were mixed; Eurozone exposure designed to benefit when interest rates rise, was positive for perfo rmance, while exposure to the front of the United Kingdom curve detracted value, as their central bank raised rates. Exposure to emerging market bonds was positive, with capital continuing to flow into this sector. Currency exposure to the yen detracted from performance, as theYen depreciated versus the U.S. dollar. By contrast, exposure to the Euro was positive, as the Euro appreciated versus the U.S. dollar.

Current Strategy and Outlook: In our opinion, the most likely outcome for the global economy in 2007 is slower growth with modest disinflation. We believe growth in Europe and Asia will be less reliant on U.S. demand than in the recent past. Each of these major economic regions is likely to grow, in our opinion, at an annual rate of about 2%. We believe, the slowdown in the U.S. will be triggered by weakness in the property market that will spill over into consumption. In our opinion, the decline in the U.S. housing and auto sectors should generate weakness on a broader level in 2007, causing the Fed to begin easing over the course of the year. The predominant risk to the forecast is that the downturn in the U.S. economy will be worse than we anticipate because of a more severe contraction in housing. In an environment where risk is masked by low volatility and risk premiums are near historical lows, we plan to focus on select strategies that we believe can offer the highest potential reward relative to the potential risks incurred. These strategies include targeting duration above index and emphasizing short maturity positions based on a belief that global yield curves will steepen.

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

U.S. Government Agency Obligations	89.3	%
Corporate Bonds/Notes	8.8	%
Other Bonds	8.8	%
Collateralized Mortgage Obligations	8.7	%
U.S. Treasury Obligations	6.7	%
Commercial Paper	5.7	%
Asset-Backed Securities	1.8	%
Municipal Bonds	1.2	%
Options	0.3	%
Other Assets and Liabilities, Net*	(31.3	)%
Net Assets	100.0	%

* Includes short-term investments related to 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, 6.000%, due 01/15/34	31.2	%
Bundesobligation, 4.000%, due 02/16/07	7.7	%
Federal National Mortgage Association, 5.500%, due 02/01/35	6.0	%
Federal National Mortgage Association, 5.000%, due 03/01/36	5.0	%
Federal National Mortgage Association, 5.000%, due 08/01/20	3.5	%
Federal National Mortgage Association, 5.000%, due 02/01/36	3.1	%
Federal National Mortgage Association, 5.500%, due 09/01/35	2.1	%
Federal National Mortgage Association, 6.500%, due 01/15/35	2.1	%
Treasury Inflation Protected Security, 0.875%, due 04/15/10	2.0	%
Treasury Inflation Protected Security, 3.625%, due 01/15/08	1.9	%

* Excludes short-term investments related to commercial paper and U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING PIMCO TOTAL RETURN PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		4.21	%		5.08	%
Class S		4.00	%		4.81	%
Class ADV		3.71	%		4.55	%
LBAB Index⁽¹⁾		4.33	%		4.98	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING PIMCO Total Return 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. 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 Intermediate Government/Corporate Bond Index, Mortgage-Backed Securities Index, and the Asset Backed Securities Index including securities that are investment-grade quality or better and have at least one year to maturity.

ING PIONEER HIGH YIELD PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Pioneer High Yield Bond Portfolio (the "Portfolio") seeks to maximize total return through a combination of income and capital appreciation. The Portfolio is managed by Margaret Patel, Portfolio Manager, and Pioneer Investments, the Sub-Adviser.

Performance: Since the Portfolio's inception on January 3, 2006 through December 31, 2006, the Portfolio's Class I shares provided a total return of 8.24% compared to the Merrill Lynch High Yield Master II Index⁽¹⁾ and the Merrill Lynch Convertible Bonds (Speculative Quality) Index⁽²⁾, which returned 11.77% and 17.15%, respectively, for the year ended December 31, 2006.

Portfolio Specifics: In 2006, high yield bonds generally performed well in absolute terms and relative to investment grade bonds, with performance boosted by very low default rates and generally narrowing credit spreads. Although spreads widened in a mid-year sell-off, the option-adjusted spread of the Merrill Lynch High Yield Master II Index over Treasury bonds narrowed from roughly 370 basis points at the beginning of the year to roughly 290 basis points at the end of the year. Lower quality issues generally outperformed higher-quality issues in a year marked by declining risk aversion, with the bonds of telecom, auto, and airline companies leading, posting returns over 20%.

Consistent with what would be expected in an environment where lower quality generally outperformed, our higher quality bias as well as our avoidance of CCC-rated issues and lack of exposure to the telecom, auto, and airline industries produced returns that were lower than the Merrill Lynch High Yield Master II Index. Yield spreads offered little incremental compensation for incremental credit risk. We also avoided new-issue C-rated issues believing that the fundamental riskiness of the issuing companies was problematic and that there were companies with better fundamentals and attractive risk return tradeoffs. Returns were boosted by our success in selecting the bonds of companies whose profitability, free cash flow, and creditworthiness benefited from the strong economy (in sectors such as manufacturing, chemicals, and real estate, in particular), by the success of our value-oriented approach in buying the bonds of companies which were acq uired (and the bonds called or pre-paid), and by the superior returns earned by our common stock and convertible bonds and convertible preferred stocks, whose performance is linked to the underlying equities. . As always, specific issuer/security selection decisions can be important drivers of returns in the short run, but our diversification disciplines ensured that no individual name had an outsized performance impact over the full year.

Current Strategy and Outlook: We continue to believe that the U.S. economy, while slowing moderately, has the potential to surprise on the upside next year. We are not expecting the Federal Reserve Board ("Fed") to lower rates in the first half of 2007. The economy is strong and inflation remains in the upper end of the Fed's tolerance zone.

Employing our industry-centered approach, we continue to favor economically sensitive sectors such as basic materials and industrials which should continue to post improving financial results, benefiting from strong economic growth worldwide. Materials had strong earnings growth in 2006, but with continued demand, fears about excess capacity and price weaknesses are unlikely to be realized.

While an economic slowdown does not appear imminent, we continue to focus on high yield bonds with above-average quality ratings, with minimal exposure to the lowest-rated issues. We do not think incremental yields for moving to lower quality issues adequately compensate investors for incremental credit risk. Our strategy may lead to modest underperformance in the short run — as long as markets reward risk-taking — but we believe our strategy should protect investors' capital if and when conditions weaken and investors engage in a flight to safety.

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

Manitowoc Co., 7.125%, due 11/01/13	3.7	%
Wesco Distribution, Inc., 7.500%, due 10/15/17	3.5	%
General Cable Corp., 9.500%, due 11/15/10	3.3	%
DRS Technologies, Inc., 6.875%, due 11/01/13	3.1	%
Itron, Inc., 7.750%, due 05/15/12	3.0	%
Esterline Technologies Corp., 7.750%, due 06/15/13	3.0	%
Allegheny Energy, Inc., 8.250%, due 04/15/12	2.6	%
Frontier Oil Corp., 6.625%, due 10/01/11	2.5	%
Texas Industries, Inc., 7.250%, due 07/15/13	2.4	%
NRG Energy, Inc., 7.250%, due 02/01/14	2.4	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING PIONEER HIGH YIELD PORTFOLIO

Cumulative Total Returns for the Periods Ended December 31, 2006

	Since Inception of Class I January 3, 2006			Since Inception of Classes S and ADV January 20, 2006
Class I		8.24	%		—
Class S		—			8.01	%
Class ADV		—			7.98	%
Merrill Lynch High Yield Master II Index⁽¹⁾		11.77	%⁽³⁾		10.02	%⁽⁴⁾
Merrill Lynch Convertible Bonds (Speculative Quality) Index⁽²⁾		17.15	%⁽³⁾		11.56	%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Pioneer High Yield 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.

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 Merrill Lynch High Yield Master II Index is a broad-based index consisting of all U.S. dollar-denominated high-yield bonds with a minimum outstanding amount of $100 million and with a maturity of greater than one year period. The quality rating is less than BBB by Standard & Poor's.

⁽²⁾ The Merrill Lynch Convertible Bonds (Speculative Quality) Index is a market-capitalization weighted index including mandatory and non-mandatory domestic corporate convertible securities. Securities in this index are convertible to U.S. dollar-denominated common stocks, ADRs, or cash equivalent and have an average rating of Ba1/BB+ or lower from Moody's and Standard & Poor's, respectively.

⁽³⁾ Since inception performance of the indices is shown from January 1, 2006.

⁽⁴⁾ Since inception performance of the indices is shown from February 1, 2006.

ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING T. Rowe Price Diversified Mid Cap Growth Portfolio (the "Portfolio") seeks long term capital appreciation. The Portfolio is managed by Donald J. Peters, Portfolio Manager of T. Rowe Price Associates, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 8.97% compared to the Standard & Poor's ("S&P") 400 Index⁽¹⁾ and the Russell Midcap^® Growth Index⁽²⁾, which returned 10.32% and 10.66%, respectively, for the same period.

Portfolio Specifics: Gains for the Portfolio were broadly based; with only the energy sector serving up negative returns. On a relative basis, the Portfolio trailed its Russell Midcap^® Growth Index for the year, largely as a result of stock selection decisions. Active sector weighting decisions were largely offsetting.

Holdings in the information technology sector contributed most significantly to underperformance for the year; stock selection decisions in the materials sector and among industrials and business service companies also detracted. Portfolio holdings in the consumer discretionary sector and among consumer staples and utilities companies benefited relative results. The underweighting of the materials sector and the overweighting of healthcare hampered relative performance but were largely offset by the benefits of overweights in telecommunication services, driven by our exposure to wireless telecommunication services and financials.

Stock selection in the semiconductors and semiconductor services industry was most problematic for the Portfolio. Not holding shares of the graphics chipmaker Nvidia Corp. hurt relative returns, while our position in Marvell Technology Group Ltd., the leading developer of chips for electronic switches and gateways, was weak for several reasons — investor concerns over acquisition of Intel Corp's handset chip business, weak end markets, and stock options back-dating fears. Stock picks in Internet software and services also lagged the benchmark. Stock selection among software companies was a bright spot. Holding the design software company Autodesk, Inc. benefited relative results as share prices rose on strong sales and profitability. Technology spending currently stands at nearly a 10-year low level, which we believe is unsustainable for businesses. With technology valuations modest and profitability strong, we remain constructive.

Within the consumer discretionary sector, stock selection in media and specialty retail aided relative performance. In media, the Portfolio benefited from not owning Sirius Satellite Radio, Inc. or XM Satellite Radio Holdings, Inc. The two companies, fierce competitors, have struggled to add new users and retain existing listeners. They continue to undercut each other in a price war. Our position in media company Lamar Advertising Co. contributed positively.

Current Strategy and Outlook: Overall, we remain optimistic about the Portfolio's prospects, even as we are somewhat guarded about the economic environment. We will continue to utilize the same techniques for finding reasonably priced growth stocks that have served us well in the past. We believe investor concerns toward inflation, the pace of economic growth, and geopolitical instability may lead from a risk-seeking posture to one that is more balanced. Already some of the more speculative market activity appears to have dissipated and investors' raised awareness of risks could well create a more favorable environment for our investment style. In our opinion, long-term investors may value the types of high-quality growth stocks we favor — companies with solid fundamentals, well considered business models and competent managements with long-term orient ation. These types of businesses have the ability to sustain and grow earnings even in tough economic conditions and we remain optimistic about their future prospects.

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

Cbot Holdings, Inc.	1.0	%
Celgene Corp.	1.0	%
Rockwell Collins, Inc.	1.0	%
American Tower Corp.	0.9	%
Northern Trust Corp.	0.9	%
Harley-Davidson, Inc.	0.9	%
Crown Castle International Corp.	0.9	%
Chicago Mercantile Exchange Holdings, Inc.	0.9	%
Precision Castparts Corp.	0.8	%
Linear Technology Corp.	0.8	%

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

Portfolio holdings are subject to change daily

PORTFOLIO MANAGERS' REPORT

ING T. ROWE DIVERSIFIED MID CAP GROWTH PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		9.10	%		5.67	%		5.78	%
Class S		8.97	%		5.41	%		5.52	%
Class ADV		8.70	%		5.16	%		5.27	%
S&P MidCap 400 Index⁽¹⁾		10.32	%		10.89	%		11.81	%⁽³⁾
Russell Midcap^® Growth Index⁽²⁾		10.66	%		8.22	%		8.87	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING T. Rowe Diversified Mid cap 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.

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 a market capitalization-weighted index of 400 medium-capitalization stocks chosed for market size, liquidity, and industry group representation.

⁽²⁾ The Russell Midcap^® Growth Index measures the performance of the 800 smallest companies the Russell 1000^® Index with higher price-to-book ratios and higher forecasted growth values.

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

ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING T. Rowe Price Growth Equity Portfolio (the "Portfolio") seeks long-term capital growth, and secondarily, increasing dividend income. The Portfolio is managed by Robert W. Smith, Portfolio Manager of T. Rowe Price Associates, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares, provided a total return of 13.30% 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's return in 2006 reflected the double-digit gain in the U.S. stock market — its fourth consecutive year of positive performance. Despite evidence of slowing economic growth, stocks rallied thanks to robust corporate earnings growth, declining energy prices, and significant merger and acquisition activity, particularly a marked increase in buyouts by private equity firms. One reason the Portfolio lagged the S&P 500^® Index was the general underperformance of large-cap growth stocks, which generally trailed large-cap value issues by a wide margin in 2006.

Sector weightings also contributed to the Portfolio's underperformance of the index in 2006. In particular, overweights in the information technology and healthcare sectors — which were the weakest-performing segments of the index — and an underweight in the energy sector detracted from relative performance. On the positive side, an overweight in consumer discretionary stocks and an underweight in the industrial and business services sector provided a lift to relative results.

Stock selection was mixed but detracted overall from performance compared with the index. Within the Portfolio's holdings, seven of the ten biggest detractors from relative results came from the information technology and health care sectors. Internet company Yahoo!, Inc. was the Portfolio's bottom relative contributor, declining amid concerns about a new software product, while computer maker Dell, Inc. struggled with increased price competition and poor execution of its business model. In the health care sector, an emphasis on health services providers hindered relative results; UnitedHealth Group, Inc. which fell after an investigation uncovered backdating of stock options at the company, was the Portfolio's biggest relative detractor in this area. Health care equipment companies such as Medtronic, Inc. and St. Jude Medical, Inc. were hurt by slowing sales, product recalls, and Medicare reimbursement difficulties.

On the positive side, stock selection was most successful in the consumer discretionary sector, where choices among gaming companies and retailers added value. Casino operators Wynn Resorts Ltd. and MGM Mirage posted strong returns amid high expectations for growth in Macau, a major Asian gaming destination. Department store chain Kohl's Corp. and online retailer Amazon.com, Inc. also delivered healthy gains for the year. Another favorable area for stock selection was the industrial and business services sector, where an overweight position in machinery stocks — including instrumentation manufacturer Danaher Corp., mining equipment maker Joy Global, Inc. and agricultural machinery company Deere & Co. — helped the most as sales remained robust despite the economic slowdown.

Current Strategy and Outlook: We believe the market is underestimating the strength of the global economy and the resilience of corporate earnings and cash-flow growth. Nonetheless, U.S. economic growth is likely to moderate in the coming year, and as a result, earnings delivery will be the key driver of relative performance. We believe that investors will be attracted to — and bestow higher prices on — companies producing stable earnings growth. Toward that end, we are focusing on companies with diversified revenue streams and significant business outside of the U.S. We believe that our Portfolio of high-quality growth stocks is well positioned as we move into 2007.

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

General Electric Co.	4.2	%
UnitedHealth Group, Inc.	2.4	%
UBS AG	2.0	%
Schlumberger Ltd.	1.9	%
Microsoft Corp.	1.8	%
Google, Inc.	1.8	%
Accenture Ltd.	1.8	%
Caremark Rx, Inc.	1.7	%
Amgen, Inc.	1.6	%
WellPoint, Inc.	1.6	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			5 Year			Since Inception of Class I November 28, 1997			Since Inception of Classes S and ADV December 10, 2001
Class I		13.30	%		5.85	%		7.31	%		—
Class S		13.03	%		5.59	%		—			5.46	%
Class ADV		12.73	%		5.32	%		—			5.20	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		6.10	%⁽²⁾		6.27	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING T. Rowe Price Growth Equity 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. 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⁾ Since inception performance for the index is shown from December 1, 1997.

⁽³⁾ Since inception performance for the index is shown from December 1, 2001.

ING TEMPLETON FOREIGN EQUITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Templeton Foreign Equity Portfolio (the "Portfolio") seeks long-term capital growth. The Portfolio is managed by Mr. Gary Motyl, Cindy Sweeting, Antonio Docal, Peter Nori, and Matthew Nagle of Templeton Investment Counsel, LLC, the Sub-Adviser.

Performance: Since the Portfolio's inception on January 3, 2006 through December 31, 2006, the Portfolio's Class I shares provided a total return of 21.70% compared to Morgan Stanley Capital International ("MSCI") All Country World ex U.S. Index^SM(1), which returned 26.65% for the year ended December 31, 2006.

Portfolio Specifics: Global equity markets performed well in 2006, driven by strong corporate profit growth, resilient consumer spending and a relatively moderate interest rate environment. Broad merger and acquisition activity, most notably involving private equity, was a driver of market appreciation in Europe and the U.S. In the year's second half, oil prices declined from elevated levels and provided additional momentum to stock prices. Aside from crude oil prices, which ended the year relatively flat, many commodities' prices rose sharply in 2006, buoyed by strong demand growth from emerging markets and investors.

Although U.S. equity markets staged a strong recovery in the year's fourth quarter, many overseas stock markets outperformed their U.S. counterparts, in part due to the U.S. dollar's weakness against the euro and other currencies. Asian markets performed well, with the notable exception of Japan, which appreciated modestly after climbing significantly in 2005.

During the period under review, the Portfolio experienced double-digit total returns in eight of ten major sectors, with the industrials, consumer discretionary and telecommunication services sectors performing well. Holdings that delivered strong returns from these sectors included France's Michelin (tire manufacturer), Sweden's Atlas Copco AB (compressors and construction and mining equipment), the U.K.'s Compass Group PLC (food services), and Norway's Telenor ASA, Spain's Telefonica SA and China Telecom (telecommunication services). The Portfolio's underweighted positions in the financials, materials and consumer staples sectors hindered results relative to the MSCI All Country World ex U.S. Index^SM. Each of these sectors performed well during the period. In an environment of protracted global economic growth, demand for industrial commodities and related equities was heightened. Certain technology stocks also hindered relative results, including South Korea's Samsung Electronics Co., Ltd. GDR (semiconductors and semiconductor equipment) and Taiwan's Compal Electronics, Inc. GDR (computers and peripherals). These stocks, which are not index components, lost value during the period. Cash was also a drag on relative performance during the period.

The U.S. dollar depreciated versus most foreign currencies for the year, which also contributed to the Portfolio's performance because investments in securities with non-U.S. currency exposure gained value as the dollar weakened.

Current Strategy and Outlook: Our value-oriented, bottom-up process drives our stock selection and, therefore, the Portfolio's returns. Over the past several quarters, we deemed valuations in certain of our materials-related holdings exceeded what we could justify based on underlying company and industry fundamentals. Consequently, we reduced or liquidated several positions, especially given investment alternatives that our analyses indicated had greater potential to unlock shareholder value over the long term. We used part of the proceeds to purchase shares of telecommunication services companies. At period-end, the portfolio's largest relative overweighted position was in the telecommunication services sector.

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

Samsung Electronics Co., Ltd. GDR	2.2	%
Royal Bank of Scotland Group PLC	1.8	%
Compass Group PLC	1.8	%
Sanofi-Aventis	1.7	%
GlaxoSmithKline PLC	1.6	%
HSBC Holdings PLC	1.6	%
Deutsche Post AG	1.6	%
Vodafone Group PLC	1.5	%
Telefonica SA	1.5	%
France Telecom SA	1.5	%

* Excludes short-term investments related to U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING TEMPLETON FOREIGN EQUITY PORTFOLIO

Cumulative Total Returns for the Periods Ended December 31, 2006
	Since Inception of Class I January 3, 2006			Since Inception of Class S January 12, 2006			Since Inception of Class ADV December 20, 2006
Class I		21.70	%		—			—
Class S		—			21.14	%		—
Class ADV		—			—			0.66	%
MSCI ACWI ex US Index^SM⁽¹⁾		26.65	%⁽²⁾		26.65	%⁽²⁾		N/A⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Templeton Foreign Equity 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. 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 MSCI ACWI ex US Index^SM measures the returns of equities of companies which are domiciled outside the U.S. It includes the reinvestment of dividends and distributions net of withholding taxes, but does not reflect fees, brokerage commissions or other expenses of investing.

⁽²⁾ Since inception performance of the index is shown from January 1, 2006.

⁽³⁾ Since inception performance for the index is not shown.

ING THORNBURG VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Thornburg Value Portfolio (the "Portfolio") seeks capital appreciation. The Portfolio is managed by of Thornburg Investment Management ("Thornburg") — the Sub-Adviser*.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 16.84% 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 was sub-advised by Massachusetts Financial Services Company for the period from January 1, 2006 through August 7, 2006. During this time period technology, consumer discretionary, utilities and communications were the Portfolio's top detracting sectors relative to the benchmark. Within the technology sector, a combination of stock selection and an over-weighted position hurt relative performance. In this sector, network equipment manufacturer Juniper Networks, direct-sale computer vendor Dell, telecommunications equipment company Nortel Networks, and semiconductor company Intel were among the Portfolio's top detractors. Stock selection and, to a lesser extent, our over-weighted position in the retailing sector held back relative performance. Apparel retailer Urban Outfitters and auto parts company Advance Auto Parts dampen ed relative results. In the utilities and communications sector, a combination of stock selection and an underweighted position detracted from relative returns. Stock selection in other sectors also had a negative impact on relative performance and included package manufacturer Owens Illinois, multimedia image provider Getty Images, manufacturing conglomerate Tyco International, and cardiovascular medical devices maker St. Jude Medical.

Consumer staples and financial services were the top contributing sectors relative to the Portfolio's benchmark. In both sectors, stock selection was the key factor. In the consumer staples sector, global food company Nestle S.A was beneficial to relative results. Stock selection in other sectors had a positive impact on relative returns also included mining giant BHP Billiton, discount department store Kohl's, integrated oil and gas company Hess, and specialty used-car dealer CarMax. Elsewhere, billing software company Amdocs, media conglomerate Walt Disney, and software giants Oracle and Microsoft aided relative results. Not holding weak-performing benchmark constituent General Electric also helped.

For the period from August 8, 2006 through December 31, 2006, the Portfolio's stock selection was particularly strong in the Consumer Discretionary sector with positive contributions from a diverse array of holdings including Las Vegas Sands and DIRECTV Group. Las Vegas Sands, the largest single contributor to the Portfolio, was recognized for the potential value of its gaming property developments in Macau and Singapore. DIRECTV Group rebounded from a modest valuation for its attractive annuity-like subscription revenue stream.

Financials and Telecommunications also offered positive contributors such as NYSE Group and NII Holdings. NYSE Group has successfully transitioned the business model away from a not-for-profit entity run for its exchange members to a for-profit enterprise that will speed execution, enhance trading volumes, and lift pricing power. NII Holdings continues to add mobile subscribers profitably and expand penetration rates in Latin America.

A few of our investments did not perform as expected. One example included Sirius Satellite Radio, where the company was unable to sustain subscriber growth at levels we had anticipated. As the investment thesis was not developing as anticipated, this stock was sold for risk control purposes.

Other stocks that detracted from performance that were ultimately sold from the Portfolio included Caremark and Pfizer. Caremark's outlook became clouded following the announced transaction with CVS at no premium. We exited the stock based on concerns regarding the strategic positioning of the PBM business. The halt of Pfizer's Torcetrapib trial removes the company's most exciting pipeline candidate as well as weakens its defensive strategy with regard to its largest drug, Lipitor. The position was sold based on poor visibility into post-Lipitor earnings and a high likelihood of a too expensive acquisition to fill the gap.

Current Strategy and Outlook: The most recent rise in non-farm payrolls (167,000) reinforcing the view that the U.S. economy remains healthy. While we would relish having the dual benefits of both earnings and lower interest rates supporting stock prices, we may have to wait awhile for the later to become a factor. Much of the worry about disappointing retail sales during the holiday season was misplaced. Headlines focused on sales gains being less than last year, but last year was a great year; plus over 8%. This year was up over 6%. Seems like normal business. In any case, we would expect leading companies with well established business models to likely report earnings progress in the year ahead. This would represent a good outcome for investors in the Portfolio.

* Prior to August 7, 2006 the Portfolio was sub-advised by Massachusetts Financial Services Company and was known as MFS Capital Opportunities Portfolio. Effective August 7, 2006 Thornburg became the sub–adviser and the Portfolio's principal investment strategies changed.

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

ExxonMobil Corp.	3.9	%
Hertz Global Holdings, Inc.	3.1	%
American International Group, Inc.	3.1	%
WellPoint, Inc.	3.1	%
Citigroup, Inc.	3.1	%
Microsoft Corp.	3.0	%
General Electric Co.	2.9	%
Alcoa, Inc.	2.9	%
Dell, Inc.	2.9	%
Target Corp.	2.7	%

* Excludes short-term investments related to securities lending collateral and U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING THORNBURG VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			5 Year			Since Inception of Class I November 28, 1997			Since Inception of Classes S and ADV December 10, 2001
Class I		16.84	%		3.68	%		5.49	%		—
Class S		16.57	%		3.41	%		—			3.30	%
Class ADV		16.26	%		3.16	%		—			3.05	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		6.10	%⁽²⁾		6.27	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Thornburg Value 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. 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⁾ Since inception performance for the index is shown from December 1, 1997.

⁽³⁾ Since inception performance for the index is shown from December 1, 2001.

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING UBS U.S. Large Cap Equity Portfolio (the "Portfolio") seeks long-term growth of capital and future income. The Portfolio is managed by the North American Equities Investment Management Team ("N.A. Equities Team") led by John Leonard, Portfolio Manager, Head of N.A. Equities Team, and Deputy Global Head of Equities and Managing Director of UBS Global Asset Management (Americas) Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class I shares provided a total return of 14.51% compared to the compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index") and the Russell 1000^® Index⁽²⁾, which returned 15.79% and 15.46%, respectively, for the same period.

Portfolio Specifics: The overall US equity market generated strong returns in 2006. After treading water during the first half of the year, stock prices rallied sharply on the back of strong corporate earnings, a pause in U.S. Federal Reserve Board interest rate hikes, moderating oil prices, and a robust merger and acquisition environment. During the one-year period ended December 31, 2006, large cap stocks, as represented by the Russell 1000^® Index, returned 15.46%. In contrast, small cap stocks, as represented by the Russell 2000^® Index, gained 18.37% over the same period. This marked the sixth time in the last seven years that small caps outperformed their large cap counterparts. However, excluding the month of January 2006, large caps outperformed during the year. During the last 11 months of the year large-caps returned 12 .31% versus 8.63% for small-caps. This could be a signal that a long anticipated shift in market leadership to large caps may be beginning.

As always, during the year we relied on our bottom-up research process to guide sector allocation and stock selection for the Portfolio. During the fiscal year, overweights in the securities and asset management industry, as well as the electric utilities were beneficial to performance. In terms of individual stocks, financial companies Morgan Stanley and Citigroup, Inc. were the largest contributors to performance during the 12-month period. Oil refining company Marathon Oil Corp. boosted returns given high oil prices during much of the year. Computer software giants Oracle Corp. and Microsoft Corp. were also major contributors to performance. Good stock selection in the software and services industry group and being underweight in the technology sector were also beneficial to performance.

In contrast, from an industry perspective, overweights in medical services and banks detracted from results. Elsewhere, underweights in energy were a drag on performance. Online travel company Expedia was the largest detractor from performance on an individual stock basis. Stocks from a variety of industries also hurt returns, including medical services company UnitedHealth Group, global communications firm Sprint Nextel Corp., computer hardware company Dell, Inc. and biotech firm Genzyme Corp.

Current Strategy and Outlook: The utilities sector has outperformed the S&P 500^® Index for three consecutive years, an unprecedented run. This occurred during a time of overall market strength, in a sector that is normally considered defensive. We continue to find utilities attractive. We believe the financial sector also provides us with interesting opportunities and we continue to be overweighted to companies with exposure to the capital markets. While the investment banking cycle in the US is entering the mature phase, this area is attractive, in our opinion, with the most appeal coming from firms with a global reach. We also feel that rail companies continue to provide us with an attractive opportunity, as pricing power is still strong. We believe this is sustainable because the excess capacity that has been in rail industry for decad es is gone. Therefore, in our view, pricing power should remain strong with, even minimal volume growth.

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

Citigroup, Inc.	4.5	%
Morgan Stanley	3.9	%
Microsoft Corp.	3.6	%
SPDR Trust Series 1	3.4	%
Wells Fargo & Co.	3.0	%
Exelon Corp.	2.6	%
American International Group, Inc.	2.3	%
Allergan, Inc.	2.3	%
Wyeth	2.3	%
Johnson Controls, Inc.	2.0	%

* Excludes short-term investments related to securities lending collateral and U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			5 Year			Since Inception of Class I November 28, 1997			Since Inception of Classes S and ADV December 10, 2001
Class I		14.51	%		6.14	%		4.76	%		—
Class S		14.32	%		5.88	%		—			5.76	%
Class ADV		14.05	%		5.64	%		—			5.52	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		6.10	%⁽³⁾		6.27	%⁽⁴⁾
Russell 1000^® Index⁽²⁾		15.46	%		6.82	%		6.42	%⁽³⁾		6.93	%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING UBS U.S. Large Cap Equity 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.

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 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 December 1, 1997.

⁽⁴⁾ Since inception performance for the indices is shown from December 1, 2001.

ING UBS U.S. SMALL CAP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING UBS U.S. Small Cap Growth Portfolio (the "Portfolio") seeks long-term capital appreciation. The Portfolio is managed by an investment management team co-led by Paul Graham and David Wabnik, Portfolio Managers of UBS Global Asset Management (Americas) Inc. — the Sub-Adviser.

Performance: Since the Portfolio inception on April 28, 2006 through December 31, 2006, the Portfolio's Class S shares, provided a total return of (2.17)% compared to the Russell 2000^® Growth Index, which returned (0.60)% for the period beginning May 1, 2006 through December 31, 2006.

Portfolio Specifics: During the period, the primary reason for the Portfolio's underperformance was due to stock selection in the healthcare sector. Specifically, for the period, the names that we held in the biotechnology, healthcare equipment and pharmaceuticals industries substantially underperformed their peers. Our strongest returns during the period resulted from our stock selection in materials and industrials.

With respect to individual security selection, two of the Portfolio's top performing stocks included Ventas, Inc., one of the nation's leading healthcare real estate investment trusts, and RSA Security, Inc., The security division of EMC Corp., which is an expert in information-centric security, offering industry-leading solutions in identity assurance & access control, encryption & key management, compliance and security information management and fraud protection. RSA was formed in September 2006 following EMC Corporation's acquisitions of RSA Security, Inc. and Network Intelligence Corp.

Conversely, two of the Portfolio's worst performing stocks were Technical Olympic USA, Inc., a leading homebuilder and financial services company operating throughout Florida, the mid-atlantic, Texas and the west, and Christopher & Banks Corp., a Minneapolis, Minnesota based specialty retailer of women's apparel.

Within the small cap growth market, top performing industries were metals & mining, real estate management & development, and several consumer staples sub-sectors. The Russell 2000^® Growth Index lagged the broader small cap universe, declining 0.60%, while the Russell 2000^® Value Index returned 8.50%.

The large differential in performance between growth and value was driven by the strong performance of financial and energy stocks which dominate the Russell 2000^® Value Index, and the weak performance of the information technology and healthcare sectors which are more important contributors to the Russel 2000^® Growth Index.

These performance differentials, in our opinion, reflected investor preference for companies with above-average dividend yields and cash flows as well as modest earnings risk and low multiples. Additionally, better than expected reported earnings of cyclical growth companies diminished the relative appeal of growth companies.

After last year's brief interlude, we think investors are beginning to refocus on companies with stronger growth fundamentals. This change became evident when the U.S. Federal Reserve Board shifted to a "pause" in its policy of increasing the level of the federal funds rate at mid-year. Since this announcement, growth stocks have modestly outperformed the broader markets.

Current Strategy and Outlook: We believe the recent favorable performance of growth stocks will continue in 2007. We think that the economy is experiencing a mid-cycle slowdown and the profit cycle has likely peaked. Companies with sustainable earnings growth prospects going forward should, in our opinion, outperform those sectors of the economy that are more cyclical in nature. We believe prospects for stronger relative earnings growth in the information technology and healthcare sectors are likely to bolster performance of the growth indices. In our view, diminishing inflation expectations, combined with a slowing economy, also should widen the price/earnings multiples for the best positioned growth companies.

We enter 2007 with our sector weightings relatively close to the Russell 2000^® Growth Index benchmark. We are modestly overweight the energy and industrial sectors and slightly underweight the information technology and financials sectors. Industries where we have an above-average exposure include energy equipment and services, and air freight and logistics, while we are significantly underweight commercial banks and internet software and services.

Although investment performance was subpar during the reporting period, we remain confident in our investment disciplines going forward. Our team remains committed to identifying companies that we believe will generate capital appreciation over the next few years.

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

Pediatrix Medical Group, Inc.	2.9	%
Tetra Technologies, Inc.	2.6	%
VCA Antech, Inc.	2.6	%
Phillips-Van Heusen	2.3	%
Psychiatric Solutions, Inc.	2.3	%
Orient-Express Hotels Ltd.	2.1	%
Ventas, Inc.	2.0	%
Childrens Place Retail Stores, Inc.	2.0	%
Nice Systems Ltd. ADR	2.0	%
EXCO Resources, Inc.	1.7	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING UBS U.S. SMALL CAP GROWTH PORTFOLIO

Cumulative Total Returns for the Periods Ended December 31, 2006

	Since Inception of Classes I, S and ADV April 28, 2006
Class I		(1.97	)%
Class S		(2.17	)%
Class ADV		(2.47	)%
Russell 2000^® Growth Index⁽¹⁾		(0.60	)%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING UBS U.S. Small Cap Growth 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. 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 Russell 2000^® Growth Index is an unmanaged index that measures the performance of securities of smaller U.S. companies with greater than average growth orientation.

⁽²⁾ Since inception performance for the index is shown from May 1, 2006.

ING VAN KAMPEN COMSTOCK PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Van Kampen Comstock Portfolio (the "Portfolio") seeks capital growth and income. The Portfolio is managed by B. Robert Baker, Jason Leder and Kevin Holt, each a Managing Director of Morgan Stanley Investment Management, Inc., d/b/a "Van Kampen" — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares, provided a total return of 15.86% compared to the Russell 1000^® Value Index⁽¹⁾ and the Standard & Poor's 500^® Composite Stock Price Index⁽²⁾ ("S&P 500 ^® Index"), which returned 22.25% and 15.79%, respectively, for the same period.

Portfolio Specifics: Generally speaking, large cap value stocks outperformed the broad market. However, leadership within the Russell 1000^® Value Index was very narrow during the period, with gains being driven largely by a few large-cap energy stocks and strength in the cyclical, commodity-driven sectors.

The health care, materials and energy sectors were the largest detractors from performance relative to the Russell 1000^® Value Index. Within the health care sector, the Portfolio's long-standing emphasis on large cap pharmaceutical stocks was a drag on performance, as investors began to anticipate the Democrats taking control of both the House and Senate in the mid-term elections. The main concern for drug companies is that potential Medicare reform would allow the government to be involved in the negotiation of drug pricing; however, given the president's veto power, actual legislation likely remains in the distant future. Within the materials sector, the Portfolio lacked exposure to those basic materials stocks with a high degree of exposure to the rising demand from China and other developing economies. In the energy sector, compelling valuations remained sparse in our view, and as a result the Portfolio maintained a significant underweight in the sector.

While the Portfolio had few positive contributors at the sector level relative to the Russell 1000^® Value Index, on an absolute basis, the Portfolio captured gains across several areas. The Portfolio's exposure to media stocks added to results, as select holdings benefited from positive company-specific factors. In the telecommunication services sector, the Portfolio's holdings were boosted by the sector's ongoing merger and acquisition activity and the greater efficiencies of the resulting integrated companies. The Portfolio's financials holdings were also notable positive contributors to total return during the period.

Relative to the S&P 500^® Index, the chief contributors to performance were the consumer discretionary, information technology and telecommunication services sectors, while the materials and energy sectors diminished relative results.

Current Strategy and Outlook: We maintain our focus on bottom-up selection of stocks with reasonable valuations relative to our assessment of fair value. The Portfolio's positioning — with its significant underweight in energy and large overweight in large-cap pharmaceuticals — remained largely unchanged throughout the period and portfolio turnover was low. Our long-term perspective affords us the patience to buy and hold some of the Portfolio's more contrarian positions.

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

Citigroup, Inc.	4.0	%
International Paper Co.	3.2	%
Verizon Communications, Inc.	3.2	%
Bank of America Corp.	3.1	%
AT&T, Inc.	2.9	%
EI DuPont de Nemours & Co.	2.7	%
Bristol-Myers Squibb Co.	2.6	%
Freddie Mac	2.5	%
Wachovia Corp.	2.2	%
Alcoa, Inc.	2.2	%

* Excludes short-term investments related to securities lending collateral and U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING VAN KAMPEN COMSTOCK PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006

	1 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		16.19	%		9.65	%
Class S		15.86	%		9.38	%
Class ADV		15.57	%		9.10	%
Russell 1000^® Value Index⁽¹⁾		22.25	%		11.56	%
S&P 500^® Index⁽²⁾		15.79	%		8.02	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Van Kampen Comstock 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.

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 Russell 1000^® Value Index is an unmanaged index that measures the performance of those Russell 1000 securities with lower price-to-book ratios and lower forecasted growth values.

⁽²⁾ 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.

ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO

PORTFOLIO MANAGERS' REPORT

The ING Van Kampen Equity and Income Portfolio (the "Portfolio") seeks total return, consisting of long-term capital appreciation and current income. The Portfolio is managed by James A. Gilligan, Managing Director; James O. Roeder and Thomas B. Bastian, Executive Directors; Sergio Marcheli and Vincent E. Vizachero, Vice Presidents, of Morgan Stanley Investment Management, Inc., d/b/a "Van Kampen" — the Sub-Adviser.

Performance: For the year ended December 31, 2006, the Portfolio's Class S shares provided a total return of 12.40% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index") and the Russell 1000^® Value Index, which returned 15.79% and 22.25%, respectively, for the same period.

Portfolio Specifics: Relative to the S&P 500^® Index, the equity portion of the Portfolio was hampered by under performance in the telecommunication services, energy and financials sectors. However, the Portfolio out performed in the materials, consumer discretionary and healthcare sectors, which boosted results relative to the S&P 500^® Index. Relative to the Russell 1000^® Value Ind ex, the telecommunications sector was the largest drag on performance, primarily due to security selection. The healthcare sector was an area of weakness, primarily due to a surprise negative announcement by a health care equipment and services company early in the year. In addition, the Portfolio's health care sector overweight is largely composed of pharmaceutical stocks, which proved to be a negative influence. An underweight in the energy sector also hurt results. We had been reducing exposure to the sector all year, as the lofty valuations of many energy stocks appear to exceed what we would consider an appropriate balance of risk and return. However, in the consumer discretionary sector, our security selection among retailers and autos served the Portfolio well. The financial services sector also contributed positively to performance relative to the Russell 1000^® Value Index, particularly in diversified financial companies that had strong exposure to the capital markets. In the utilities sector, the Portfolio owned some of the sector's best performing stocks, which offset the negative impact of an underweight in the sector.

The bond portfolio slightly underperformed the Lehman Brothers U.S. Government/Credit Index for the year. We kept the Portfolio's overall duration (a measure of interest rate sensitivity) well below that of the Lehman Brothers U.S. Government/Credit Index during the period. This posture was beneficial as interest rates rose across the market, but detracted from relative performance during periods of sharp yield increases. An underweight to the agency sector detracted slightly from relative performance as this sector posted solid returns. Given aggressive bond valuations at the start of the year and concerns regarding increasing leverage trends, we chose to maintain a defensive posture in credit over the course of 2006. This positioning had a small negative effect on the performance of the Portfolio relative to the Lehman Brothers U.S. Government/Credit Index over the period, as spreads (or the extra return required by investors for assuming credit risk) generally narrowed. However, good security selection helped offset a portion of this weakness.

The Portfolio's convertible securities, in aggregate, were neither a significant contributor nor detractor from performance during the period. However, we did increase the Portfolio's exposure to convertible securities over the course of the fiscal year, as attractive new issuance provided some opportunities that fit our investment parameters.

Current Strategy and Outlook: We continue to seek value stocks, high-quality bonds, and convertible securities, using our bottom-up security selection process. We look for undervalued companies that offer a potential catalyst for change. Such catalysts could be new company management, growth or consolidation within an industry or sector, or new products.

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

Common Stock	61.5	%
Convertible Bonds	12.1	%
U.S. Treasury Obligations	11.4	%
U.S. Government Agency Obligations	8.7	%
Corporate Bonds/Notes	4.7	%
Preferred Stock	3.8	%
Asset-Backed Securities	2.6	%
Other Assets and Liabilities, Net	(4.8	)%
Net Assets	100.0	%

Portfolio holdings are subject to change daily.

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

U.S. Treasury Bond, 4.250%, due 08/15/13	2.6	%
JPMorgan Chase & Co.	2.3	%
Citigroup, Inc.	2.2	%
U.S. Treasury Note, 4.500%, due 02/28/11	1.9	%
Bayer AG ADR	1.8	%
General Electric Co.	1.6	%
Time Warner, Inc.	1.6	%
Schering-Plough Corp.	1.5	%
Verizon Communications, Inc.	1.5	%
Freddie Mac	1.5	%

* Excludes short-term investments related to U.S. government agency obligation.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2006
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		12.67	%		5.79	%		5.53	%
Class S		12.40	%		5.53	%		5.27	%
Class ADV		12.12	%		5.26	%		5.00	%
S&P 500^® Index⁽¹⁾		15.79	%		6.19	%		6.27	%⁽²⁾
Russell 1000^® Value Index⁽³⁾		22.25	%		10.86	%		11.18	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Van Kampen Equity and Income 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.

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 performances of the securities of approximately 500 of the largest companies in the U.S

⁽²⁾ Since inception performance for the indices is shown from December 1, 2001.

⁽³⁾ The Russell 1000^® Value Index is an unmanaged index that measures the performance of those Rusell 1000^® companies with lower price-to-book ratios and lower than forecasted growth values.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

As a shareholder of a Portfolio, you incur two types of costs: (1) transaction costs, 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 Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from 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, redemption fees, or exchange fees. Therefore, the hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

ING American Century Large Company Value 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	$	1,147.40		1.00	%	$	5.41
Class S		1,000.00		1,146.20		1.25			6.76
Class ADV		1,000.00		1,144.30		1.50			8.11
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.16		1.00	%	$	5.09
Class S		1,000.00		1,018.90		1.25			6.36
Class ADV		1,000.00		1,017.64		1.50			7.63

* Expenses are equal to each Fund'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.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING American Century Select 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	$	1,059.00		0.66	%	$	3.43
Class S		1,000.00		1,058.50		0.91			4.72
Class ADV		1,000.00		1,057.70		1.16			6.02
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.88		0.66	%	$	3.36
Class S		1,000.00		1,020.62		0.91			4.63
Class ADV		1,000.00		1,019.36		1.16			5.90
ING American Century Small- Mid Cap Value Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,117.60		1.22	%	$	6.51
Class S		1,000.00		1,116.30		1.47			7.84
Class ADV		1,000.00		1,115.00		1.72			9.17
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,019.06		1.22	%	$	6.21
Class S		1,000.00		1,017.80		1.47			7.48
Class ADV		1,000.00		1,016.53		1.72			8.74
ING Baron Asset Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,073.20		1.05	%	$	5.49
Class S		1,000.00		1,072.50		1.30			6.79
Class ADV		1,000.00		1,071.50		1.55			8.09
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,019.91		1.05	%	$	5.35
Class S		1,000.00		1,018.65		1.30			6.61
Class ADV		1,000.00		1,017.39		1.55			7.88
ING Baron Small Cap Growth Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,072.60		1.08	%	$	5.64
Class S		1,000.00		1,071.10		1.33			6.94
Class ADV		1,000.00		1,069.50		1.58			8.24
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
Class ADV		1,000.00		1,017.24		1.58			8.03

* Expenses are equal to each Fund'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.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Columbia Small Cap Value II 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	$	1,070.50		0.96	%	$	5.01
Class S		1,000.00		1,069.50		1.21			6.31
Class ADV^(a)		1,000.00		1,000.00		1.46			0.12
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.37		0.96	%	$	4.89
Class S		1,000.00		1,019.11		1.21			6.16
Class ADV		1,000.00		1,017.85		1.46			7.43
ING Davis Venture Value Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,111.10		0.90	%	$	4.79
Class S		1,000.00		1,109.50		1.15			6.11
Class ADV		1,000.00		1,108.20		1.40			7.44
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.67		0.90	%	$	4.58
Class S		1,000.00		1,019.41		1.15			5.85
Class ADV		1,000.00		1,018.15		1.40			7.12
ING Fundamental Research Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,112.70		0.76	%	$	4.05
Class S		1,000.00		1,111.60		1.01			5.38
Class ADV		1,000.00		1,110.50		1.26			6.70
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.37		0.76	%	$	3.87
Class S		1,000.00		1,020.11		1.01			5.14
Class ADV		1,000.00		1,018.85		1.26			6.41
ING Goldman Sachs® Capital Growth Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,092.70		0.89	%	$	4.69
Class S		1,000.00		1,091.40		1.14			6.01
Class ADV		1,000.00		1,089.90		1.39			7.32
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.72		0.89	%	$	4.53
Class S		1,000.00		1,019.46		1.14			5.80
Class ADV		1,000.00		1,018.20		1.39			7.07

* 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 all share classes footnoted above).

(a) Commencement of operations 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 Goldman Sachs® Structured Equity 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^(a)	$	1,000.00	$	1,000.00		0.90	%	$	0.07
Class S		1,000.00		1,092.20		1.15			6.06
Class ADV		1,000.00		1,090.80		1.40			7.38
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.67		0.90	%	$	4.58
Class S		1,000.00		1,019.41		1.15			5.85
Class ADV		1,000.00		1,018.15		1.40			7.12
ING JPMorgan International Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,114.90		1.00	%	$	5.33
Class S		1,000.00		1,113.20		1.25			6.66
Class ADV		1,000.00		1,112.50		1.50			7.99
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.16		1.00	%	$	5.09
Class S		1,000.00		1,018.95		1.25			6.36
Class ADV		1,000.00		1,017.64		1.50			7.63
ING JPMorgan MidCap Value Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,099.40		1.00	%	$	5.29
Class S		1,000.00		1,097.70		1.25			6.61
Class ADV		1,000.00		1,096.30		1.50			7.93
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.16		1.00	%	$	5.09
Class S		1,000.00		1,018.90		1.25			6.36
Class ADV		1,000.00		1,017.64		1.50			7.63
ING Legg Mason Partners Aggressive Growth Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,093.10		0.80	%	$	4.22
Class S		1,000.00		1,091.90		1.05			5.54
Class ADV		1,000.00		1,090.40		1.30			6.85
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.17		0.80	%	$	4.08
Class S		1,000.00		1,019.91		1.05			5.35
Class ADV		1,000.00		1,018.65		1.30			6.61

(a) Commencement of operations 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 Legg Mason Partners Large Cap Growth 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	$	1,114.60		0.84	%	$	4.48
Class S		1,000.00		1,113.90		1.09			5.81
Class ADV		1,000.00		1,111.90		1.34			7.13
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.97		0.84	%	$	4.28
Class S		1,000.00		1,019.71		1.09			5.55
Class ADV		1,000.00		1,018.45		1.34			6.82
ING Lord Abbett U.S. Government Securities Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,048.60		0.73	%	$	3.77
Class S		1,000.00		1,047.80		0.98			5.06
Class ADV^(b)		1,000.00		997.20		1.23			0.40
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.58		0.73	%	$	3.72
Class S		1,000.00		1,020.32		0.98			4.99
Class ADV		1,000.00		1,019.06		1.23			6.26
ING Neuberger Berman Partners Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,119.90		0.67	%	$	3.58
Class S		1,000.00		1,117.90		0.92			4.91
Class ADV^(a)		1,000.00		1,000.00		1.17			0.10
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.83		0.67	%	$	3.41
Class S		1,000.00		1,020.57		0.92			4.69
Class ADV		1,000.00		1,019.31		1.17			5.96
ING Neuberger Berman Regency Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,085.40		0.88	%	$	4.63
Class S		1,000.00		1,084.00		1.13			5.94
Class ADV^(b)		1,000.00		993.90		1.38			0.45
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.82		0.88	%	$	4.48
Class S		1,000.00		1,019.56		1.13			5.75
Class ADV		1,000.00		1,018.30		1.38			7.02

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

(b) Commencement of operations was December 20, 2006. Expenses paid reflect the 12 day period ended December 31, 2006.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING OpCap Balanced Value 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	$	1,105.10		0.97	%	$	5.15
Class S		1,000.00		1,102.80		1.22			6.47
Class ADV		1,000.00		1,101.90		1.47			7.79
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.32		0.97	%	$	4.94
Class S		1,000.00		1,019.06		1.22			6.21
Class ADV		1,000.00		1,017.80		1.47			7.48
ING Oppenheimer Global Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,134.10		0.66	%	$	3.55
Class S		1,000.00		1,132.00		0.91			4.89
Class ADV		1,000.00		1,131.10		1.15			6.18
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.88		0.66	%	$	3.36
Class S		1,000.00		1,020.62		0.91			4.63
Class ADV		1,000.00		1,019.41		1.15			5.85
ING Oppenheimer Strategic Income Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,084.20		0.54	%	$	2.84
Class S		1,000.00		1,083.30		0.75			3.94
Class ADV		1,000.00		1,082.10		1.00			5.25
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,022.48		0.54	%	$	2.75
Class S		1,000.00		1,021.42		0.75			3.82
Class ADV		1,000.00		1,020.16		1.00			5.09
ING PIMCO Total Return Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,049.80		0.77	%	$	3.98
Class S		1,000.00		1,048.60		1.02			5.27
Class ADV		1,000.00		1,046.70		1.27			6.55
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.32		0.77	%	$	3.92
Class S		1,000.00		1,020.06		1.02			5.19
Class ADV		1,000.00		1,018.80		1.27			6.46

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Pioneer High Yield 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	$	1,067.80		0.73	%	$	3.80
Class S		1,000.00		1,066.70		0.98			5.11
Class ADV		1,000.00		1,067.50		1.23			6.41
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.53		0.73	%	$	3.72
Class S		1,000.00		1,020.27		0.98			4.99
Class ADV		1,000.00		1,019.00		1.23			6.26
ING T. Rowe Price Diversified Mid Cap Growth Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,073.60		0.66	%	$	3.45
Class S		1,000.00		1,073.40		0.91			4.76
Class ADV		1,000.00		1,071.80		1.15			6.01
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.88		0.66	%	$	3.36
Class S		1,000.00		1,020.62		0.91			4.63
Class ADV		1,000.00		1,019.41		1.15			5.85
ING T. Rowe Price Growth Equity Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,124.40		0.75	%	$	4.02
Class S		1,000.00		1,123.20		1.00			5.35
Class ADV		1,000.00		1,121.70		1.25			6.68
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.42		0.75	%	$	3.82
Class S		1,000.00		1,020.21		1.00			5.09
Class ADV		1,000.00		1,018.90		1.25			6.36
ING Templeton Foreign Equity Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,167.90		0.98	%	$	5.36
Class S		1,000.00		1,167.10		1.23			6.72
Class ADV^(a)		1,000.00		1,006.60		1.48			0.49
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.27		0.98	%	$	4.99
Class S		1,000.00		1,019.00		1.23			6.26
Class ADV		1,000.00		1,017.74		1.48			7.53

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

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Thornburg Value 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	$	1,147.90		0.90	%	$	4.87
Class S		1,000.00		1,146.30		1.15			6.22
Class ADV		1,000.00		1,144.80		1.40			7.57
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.67		0.90	%	$	4.58
Class S		1,000.00		1,019.36		1.15			5.85
Class ADV		1,000.00		1,018.15		1.40			7.12
ING UBS U.S. LargeCap Equity Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,129.30		0.84	%	$	4.51
Class S		1,000.00		1,128.50		1.09			5.85
Class ADV		1,000.00		1,125.80		1.34			7.18
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.97		0.84	%	$	4.28
Class S		1,000.00		1,019.71		1.09			5.55
Class ADV		1,000.00		1,018.45		1.34			6.82
ING UBS U.S. Small Cap Growth Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,045.10		0.95	%	$	4.90
Class S		1,000.00		1,042.90		1.20			6.18
Class ADV		1,000.00		1,040.90		1.45			7.46
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.42		0.95	%	$	4.84
Class S		1,000.00		1,019.11		1.20			6.11
Class ADV		1,000.00		1,017.64		1.45			7.37
ING Van Kampen Comstock Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,119.80		0.84	%	$	4.49
Class S		1,000.00		1,118.10		1.09			5.82
Class ADV		1,000.00		1,116.90		1.34			7.15
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.02		0.84	%	$	4.28
Class S		1,000.00		1,019.71		1.09			5.55
Class ADV		1,000.00		1,018.45		1.34			6.82

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Van Kampen Equity 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 I	$	1,000.00	$	1,102.00		0.57	%	$	3.02
Class S		1,000.00		1,100.80		0.82			4.34
Class ADV		1,000.00		1,099.30		1.07			5.66
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,022.33		0.57	%	$	2.91
Class S		1,000.00		1,021.07		0.82			4.18
Class ADV		1,000.00		1,019.81		1.07			5.45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Directors
ING Partners Inc.

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of ING American Century Large Company Value Portfolio, ING American Century Select Portfolio, ING American Century Small-Mid Cap Value Portfolio (formerly, ING American Century Small Cap Value Portfolio), ING Baron Asset Portfolio, ING Baron Small Cap Growth Portfolio, ING Columbia Small Cap Value II Portfolio, ING Davis Venture Value Portfolio, ING Fundamental Research Portfolio, ING Goldman Sachs^® Capital Growth Portfolio, ING Goldman Sachs^® Structured Equity Portfolio (formerly, ING Goldman Sachs Core Equity Portfolio), ING JPMorgan International Portfolio (formerly, ING JPMorgan Fleming International), ING JPMorgan Mid Cap Value Portfolio, ING Legg Mason Partners Aggressive Growth Portfolio (formerly, ING Salomon Brothers Aggressive Growth Portfolio), ING Legg Mason Partners Large Cap Growth Portfo lio (formerly, ING Salomon Brothers Large Cap Growth Portfolio), ING Lord Abbett U.S. Government Securities, ING Neuberger Berman Partners Portfolio, ING Neuberger Berman Regency Portfolio, ING OpCap Balanced Value Portfolio, ING Oppenheimer Global Portfolio, ING Oppenheimer Strategic Income Portfolio, ING PIMCO Total Return Portfolio, ING Pioneer High Yield Portfolio, ING T. Rowe Price Diversified Mid Cap Growth Portfolio, ING T. Rowe Price Growth Equity Portfolio, ING Templeton Foreign Equity Portfolio, ING Thornburg Value Portfolio (formerly, ING MFS Capital Opportunities Portfolio), ING UBS U.S. Large Cap Equity Portfolio, ING UBS U.S. Small Cap Growth Portfolio, ING Van Kampen Comstock Portfolio, and ING Van Kampen Equity and Income Portfolio, each a series of ING Partners Inc. as of December 31, 2006, and the related statements of operations, the statements of changes in net assets, and the financial highlights for the periods presented. These financial statements and financial highlights are the respo nsibility 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 audit 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 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 of ING Partners Inc. as of December 31, 2006, the results of their operations, the changes in their net assets, and the financial highlights for the periods indicated in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
February 28, 2007

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING American Century Large Company Value Portfolio		ING American Century Select Portfolio			ING American Century Small-Mid Cap Value Portfolio		ING Baron Asset Portfolio
ASSETS:
Investments in securities at value+*	$	110,284,055	$	323,993,419		$	105,325,700	$	8,665,823
Short-term investments at amortized cost		31,270,407		67,779,951			21,258,300		—
Cash		865,659		633,047			4,291,234		447,579
Foreign currencies at value**		—		1,489			104		—
Receivables:
Investment securities sold		34,789		3,054,442			1,985,564		—
Fund shares sold		227,067		4,324			52,490		1,305
Dividends and interest		123,405		347,527			163,773		6,666
Unrealized appreciation on forward foreign currency contracts		—		11,412			374		—
Prepaid expenses		—		—			—		282
Reimbursement due from manager		—		—			—		2,479
Total assets		142,805,382		395,825,611			133,077,539		9,124,134
LIABILITIES:
Payable for investment securities purchased		732,707		3,212,100			2,616,229		—
Payable for fund shares redeemed		475,189		2,776,614			541,308		—
Payable upon receipt of securities loaned		25,694,832		65,554,520			21,258,300		—
Unrealized depreciation on forward currency contracts		—		36,922			1,866		—
Payable to affiliates		105,102		191,405			130,441		9,570
Payable for directors fees		—		—			—		698
Other accrued expenses and liabilities		—		—			—		6,402
Total liabilities		27,007,830		71,771,561			24,548,144		16,670
NET ASSETS	$	115,797,552	$	324,054,050		$	108,529,395	$	9,107,464
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	92,868,437	$	314,227,975		$	90,579,274	$	8,196,417
Undistributed net investment income		1,681,936		1,916,891			519,895		—
Accumulated net realized gain (loss) on investments, foreign currency related transactions, and futures		7,250,890		(19,793,442	)		10,980,299		(222,106	)
Net unrealized appreciation on investments, foreign currency related transactions, and futures		13,996,289		27,702,626			6,449,927		1,133,153
NET ASSETS	$	115,797,552	$	324,054,050		$	108,529,395	$	9,107,464
+ Including securities loaned at value	$	24,777,215	$	63,353,437		$	20,486,880	$	—
* Cost of investments in securities	$	96,282,350	$	296,267,224		$	98,874,271	$	7,532,670
** Cost of foreign currencies	$	—	$	10		$	105	$	—
Class I:
Net Assets	$	82,254,423	$	308,345,852		$	48,088,053	$	5,583,256
Shares authorized		100,000,000		100,000,000			100,000,000		100,000,000
Par value	$	0.001	$	0.001		$	0.001	$	0.001
Shares outstanding		5,132,751		33,647,497			3,541,397		501,045
Net asset value and redemption price per share	$	16.03	$	9.16		$	13.58	$	11.14
Class S:
Net Assets	$	23,019,436	$	4,602,401		$	47,839,240	$	312,796
Shares authorized		100,000,000		100,000,000			100,000,000		100,000,000
Par value	$	0.001	$	0.001		$	0.001	$	0.001
Shares outstanding		1,434,622		506,427			3,540,348		28,171
Net asset value and redemption price per share	$	16.05	$	9.09		$	13.51	$	11.10
Class ADV:
Net Assets	$	10,523,693	$	11,105,797		$	12,602,102	$	3,211,412
Shares authorized		100,000,000		100,000,000			100,000,000		100,000,000
Par value	$	0.001	$	0.001		$	0.001	$	0.001
Shares outstanding		665,960		1,232,402			943,946		289,580
Net asset value and redemption price per share	$	15.80	$	9.01		$	13.35	$	11.09

See Accompanying Notes to Financial Statements
74

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING Baron Small Cap Growth Portfolio			ING Columbia Small Cap Value II Portfolio			ING Davis Venture Value Portfolio		ING Fundamental Research Portfolio
ASSETS:
Investments in securities at value*	$	439,632,888		$	86,523,052		$	198,750,976	$	98,424,192
Short-term investments at amortized cost		33,527,430			475,878			10,881,830		—
Cash		3,790,222			476,623			—		—
Receivables:
Investment securities sold		322,608			103,232			—		2,644,332
Fund shares sold		376,312			255,419			364,951		13,502
Dividends and interest		205,777			94,087			235,345		118,930
Prepaid expenses		—			5,451			—		—
Reimbursement due from manager		—			—			—		2,340
Total assets		477,855,237			87,933,742			210,233,102		101,203,296
LIABILITIES:
Payable for investment securities purchased		—			119,310			2,198,580		775,583
Payable for fund shares redeemed		1,678,758			69			40,446		371,925
Payable to affiliates		518,649			76,455			187,007		76,787
Payable to custodian due to bank overdraft		—			—			33,727		851,253
Payable to custodian due to foreign currency overdraft**		—			—			285		—
Payable for directors fees		—			2,847			—		5,216
Other accrued expenses and liabilities		—			26,367			—		40,913
Total liabilities		2,197,407			225,048			2,460,045		2,121,677
NET ASSETS	$	475,657,830		$	87,708,694		$	207,773,057	$	99,081,619
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	366,119,248		$	83,166,840		$	186,296,020	$	93,233,722
Undistributed net investment income		38,018			197,055			777,814		766,438
Accumulated net realized gain (loss) on investments, foreign currency related transactions, and futures		(1,776,657	)		(826,526	)		1,050,624		(1,963,689	)
Net unrealized appreciation on investments and foreign currency related transactions		111,277,221			5,171,325			19,648,599		7,045,148
NET ASSETS	$	475,657,830		$	87,708,694		$	207,773,057	$	99,081,619
* Cost of investments in securities	$	328,355,667		$	81,351,727		$	179,103,378	$	91,379,044
** Cost of foreign currency overdraft	$	—		$	—		$	285	$	—
Class I:
Net Assets	$	130,779,764		$	11,697,574		$	59,748,763	$	59,969,453
Shares authorized		100,000,000			100,000,000			100,000,000		100,000,000
Par value	$	0.001		$	0.001		$	0.001	$	0.001
Shares outstanding		7,050,697			1,149,872			3,006,450		5,972,011
Net asset value and redemption price per share	$	18.55		$	10.17		$	19.87	$	10.04
Class S:
Net Assets	$	299,287,404		$	76,010,120		$	134,821,337	$	35,244,894
Shares authorized		100,000,000			100,000,000			100,000,000		100,000,000
Par value	$	0.001		$	0.001		$	0.001	$	0.001
Shares outstanding		16,328,053			7,486,659			6,842,415		3,513,870
Net asset value and redemption price per share	$	18.33		$	10.15		$	19.70	$	10.03
Class ADV:
Net Assets	$	45,590,662		$	1,000		$	13,202,957	$	3,867,272
Shares authorized		100,000,000			100,000,000			100,000,000		100,000,000
Par value	$	0.001		$	0.001		$	0.001	$	0.001
Shares outstanding		2,517,585			99			680,823		389,365
Net asset value and redemption price per share	$	18.11		$	10.15		$	19.39	$	9.93

See Accompanying Notes to Financial Statements
75

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING Goldman Sachs Capital Growth Portfolio			ING Goldman Sachs Structured Equity Portfolio		ING JPMorgan International Portfolio			ING JPMorgan MidCap Value Portfolio
ASSETS:
Investments in securities at value+*	$	37,022,897		$	54,916,732	$	1,072,489,167		$	228,393,862
Short-term investments at amortized cost		10,329,478			9,556,070		82,646,502			59,912,886
Cash		423,959			251,249		4,859,497			1,184,571
Cash collateral for futures		—			9,513		—			—
Foreign currencies at value**		—			—		875,965			—
Receivables:
Investment securities sold		—			—		—			69,539
Fund shares sold		14,668			1,000		634,012			125,786
Dividends and interest		17,260			85,391		2,160,957			308,123
Total assets		47,808,262			64,819,955		1,163,666,100			289,994,767
LIABILITIES:
Payable for investment securities purchased		—			—		—			364,549
Payable for fund shares redeemed		781,302			203,367		2,656,082			1,030,699
Payable for futures variation margin		—			810		—			—
Payable upon receipt of securities loaned		9,906,586			9,556,070		53,604,926			49,306,597
Payable to affiliates		37,231			54,514		965,127			230,346
Total liabilities		10,725,119			9,814,761		57,226,135			50,932,191
NET ASSETS	$	37,083,143		$	55,005,194	$	1,106,439,965		$	239,062,576
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	42,809,993		$	41,171,252	$	856,817,797		$	195,443,666
Undistributed net investment income		57,790			359,046		14,128,261			1,776,925
Accumulated net realized gain (loss) on investments, foreign currency related transactions, and futures		(10,446,448	)		7,008,828		(84,258,134	)		12,646,203
Net unrealized appreciation on investments, foreign currency related transactions, and futures		4,661,808			6,466,068		319,752,041			29,195,782
NET ASSETS	$	37,083,143		$	55,005,194	$	1,106,439,965		$	239,062,576
+ Including securities loaned at value	$	9,612,582		$	9,198,815	$	51,236,416		$	47,768,546
* Cost of investments in securities	$	32,361,089		$	48,449,961	$	752,770,073		$	199,198,080
** Cost of foreign currencies	$	—		$	—	$	876,642		$	—
Class I:
Net Assets	$	3,190,603		$	1,000	$	941,150,044		$	125,601,793
Shares authorized		100,000,000			100,000,000		100,000,000			100,000,000
Par value	$	0.001		$	0.001	$	0.001		$	0.001
Shares outstanding		255,241			85		57,865,102			7,723,191
Net asset value and redemption price per share	$	12.50		$	11.74	$	16.26		$	16.26
Class S:
Net Assets	$	31,117,461		$	52,034,734	$	155,075,042		$	91,338,000
Shares authorized		100,000,000			100,000,000		100,000,000			100,000,000
Par value	$	0.001		$	0.001	$	0.001		$	0.001
Shares outstanding		2,505,395			4,432,572		9,548,247			5,647,805
Net asset value and redemption price per share	$	12.42		$	11.74	$	16.24		$	16.17
Class ADV:
Net Assets	$	2,775,079		$	2,969,460	$	10,214,879		$	22,122,783
Shares authorized		100,000,000			100,000,000		100,000,000			100,000,000
Par value	$	0.001		$	0.001	$	0.001		$	0.001
Shares outstanding		224,356			257,981		637,546			1,379,656
Net asset value and redemption price per share	$	12.37		$	11.51	$	16.02		$	16.03

See Accompanying Notes to Financial Statements
76

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING Legg Mason Partners Aggressive Growth Portfolio			ING Legg Mason Partners Large Cap Growth Portfolio			ING Lord Abbett U.S. Government Securities Portfolio			ING Neuberger Berman Partners Portfolio
ASSETS:
Investments in securities at value+*	$	1,241,925,052		$	43,700,749		$	51,468,105		$	397,161,986
Short-term investments at amortized cost		349,317,676			107,973			—			—
Cash		11,991,962			250,896			2,609,454			13,129,480
Foreign currencies at value**		—			—			—			97,746
Receivables:
Investment securities sold		—			—			2,371,274			42,139,865
Fund shares sold		865,268			31,541			232,997			172,433
Dividends and interest		619,648			24,207			374,206			387,435
Prepaid expenses		—			—			692			2,967
Reimbursement due from manager		—			—			—			7,980
Total assets		1,604,719,606			44,115,366			57,056,728			453,099,892
LIABILITIES:
Payable for investment securities purchased		—			—			3,828,434			39,142,312
Payable for fund shares redeemed		4,862,736			27,445			36,160			125,521
Payable for reverse repurchase agreements#		—			—			1,825,369			—
Payable upon receipt of securities loaned		248,826,363			—			—			—
Sale commitments, at value (Note 3)^		—			—			2,006,529			—
Payable to affiliates		964,725			42,116			34,605			278,026
Payable for directors fees		—			—			2,572			1,373
Other accrued expenses and liabilities		—			—			16,735			23,128
Total liabilities		254,653,824			69,561			7,750,404			39,570,360
NET ASSETS	$	1,350,065,782		$	44,045,805		$	49,306,324		$	413,529,532
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,228,146,399		$	37,959,829		$	49,196,035		$	373,566,505
Undistributed net investment income		—			—			—			1,130,355
Accumulated net realized gain (loss) on investments and foreign currency related transactions		(239,203,154	)		(28,216	)		(263,112	)		19,825,838
Net unrealized appreciation on investments and foreign currency related transactions		361,122,537			6,114,192			373,401			19,006,834
NET ASSETS	$	1,350,065,782		$	44,045,805		$	49,306,324		$	413,529,532
+ Including securities loaned at value	$	239,393,951		$	—		$	—		$	—
* Cost of investments in securities	$	880,802,515		$	37,586,557		$	51,106,618		$	378,153,882
** Cost of foreign currencies	$	—		$	—		$	—		$	97,759
^ Proceeds receivable from sale commitments	$	—		$	—		$	2,018,443		$	—
# Proceeds from reverse repurchase agreement	$	—		$	—		$	1,825,369		$	—
Class I:
Net Assets	$	1,155,243,541		$	14,282,793		$	35,252,613		$	232,029,731
Shares authorized		100,000,000			100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001		$	0.001
Shares outstanding		23,526,210			1,196,098			3,550,876			21,237,344
Net asset value and redemption price per share	$	49.10		$	11.94		$	9.93		$	10.93
Class S:
Net Assets	$	186,363,011		$	11,402,416		$	14,052,751		$	181,498,801
Shares authorized		100,000,000			100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001		$	0.001
Shares outstanding		3,843,325			965,438			1,415,442			16,658,439
Net asset value and redemption price per share	$	48.49		$	11.81		$	9.93		$	10.90
Class ADV:
Net Assets	$	8,459,230		$	18,360,596		$	960		$	1,000
Shares authorized		100,000,000			100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001		$	0.001
Shares outstanding		176,623			1,568,618			97			92
Net asset value and redemption price per share	$	47.89		$	11.70		$	9.90		$	10.90

See Accompanying Notes to Financial Statements
77

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING Neuberger Berman Regency Portfolio		ING OpCap Balanced Value Portfolio		ING Oppenheimer Global Portfolio		ING Oppenheimer Strategic Income Portfolio
ASSETS:
Investments in securities at value+*	$	11,600,345	$	86,207,294	$	2,763,236,141	$	390,968,141
Short-term investments**		—		—		—		13,174,702
Short-term investments at amortized cost		—		23,411,246		249,224,950		103,092,755
Cash		926,380		471,445		—		3,420,737
Foreign currencies at value***		—		—		11,017,080		—
Receivables:
Investment securities sold		13		—		2,052,942		2,070,388
Fund shares sold		15,484		422		236,524		124,073
Dividends and interest		11,185		283,202		2,731,745		5,034,178
Variation margin receivable		—		—		—		103,145
Unrealized appreciation on forward foreign currency contracts		—		—		—		3,570,291
Unrealized appreciation on swap agreements		—		—		—		2,253,757
Prepaid expenses		233		—		—		—
Reimbursement due from manager		2,477		—		—		—
Total assets		12,556,117		110,373,609		3,028,499,382		523,812,167
LIABILITIES:
Payable for investment securities purchased		3,505		328,372		—		19,782,710
Payable for fund shares redeemed		64		806,864		11,901,499		2,559,267
Payable for futures variation margin		—		—		—		38,359
Payable upon receipt of securities loaned		—		21,545,723		249,224,950		71,242,896
Unrealized depreciation on forward currency contracts		—		—		—		3,236,340
Unrealized depreciation on swap agreements		—		—		—		492,251
Payable to affiliates		10,072		93,261		1,623,875		208,995
Payable to custodian due to bank overdraft		—		—		6,741,431		—
Payable to custodian due to foreign currency overdraft****		—		—		—		1,010,919
Payable for directors fees		1,179		—		—		—
Other accrued expenses and liabilities		7,923		—		161		—
Options written (premiums received $61,150)		—		—		—		32,722
Total liabilities		22,743		22,774,220		269,491,916		98,604,459
NET ASSETS	$	12,533,374	$	87,599,389	$	2,759,007,466	$	425,207,708
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	11,762,415	$	71,957,893	$	2,017,857,528	$	396,956,331
Undistributed net investment income		3,991		1,006,530		28,989,763		19,686,469
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		33,026		8,137,856		94,218,321		(523,267	)
Net unrealized appreciation on investments, foreign currency related transactions, futures, swaps, and written options		733,942		6,497,110		617,941,854		9,088,175
NET ASSETS	$	12,533,374	$	87,599,389	$	2,759,007,466	$	425,207,708
+ Including securities loaned at value	$	—	$	20,946,203	$	237,900,334	$	69,149,628
* Cost of investments in securities	$	10,866,403	$	79,710,184	$	2,145,349,179	$	383,290,318
** Cost of short-term investments	$	—	$	—	$	—	$	13,167,377
*** Cost of foreign currencies	$	—	$	—	$	10,981,453	$	—
**** Cost of foreign currency overdraft	$	—	$	—	$	—	$	999,939

See Accompanying Notes to Financial Statements
78

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006 (CONTINUED)

	ING Neuberger Berman Regency Portfolio		ING OpCap Balanced Value Portfolio		ING Oppenheimer Global Portfolio		ING Oppenheimer Strategic Income Portfolio
Class I:
Net Assets	$	6,086,796	$	4,459,453	$	2,518,661,638	$	359,888,236
Shares authorized		100,000,000		250,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding		570,862		296,372		151,041,895		33,317,855
Net asset value and redemption price per share	$	10.66	$	15.05	$	16.68	$	10.80
Class S:
Net Assets	$	6,445,578	$	79,370,904	$	145,060,148	$	56,053,658
Shares authorized		100,000,000		100,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding		605,014		5,279,571		8,891,301		5,187,711
Net asset value and redemption price per share	$	10.65	$	15.03	$	16.31	$	10.81
Class ADV:
Net Assets	$	1,000	$	3,769,032	$	95,285,680	$	9,265,814
Shares authorized		100,000,000		100,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding		94		253,304		5,876,327		861,313
Net asset value and redemption price per share	$	10.64	$	14.88	$	16.22	$	10.76

See Accompanying Notes to Financial Statements
79

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING PIMCO Total Return Portfolio			ING Pioneer High Yield Portfolio			ING T. Rowe Price Diversified Mid Cap Growth Portfolio		ING T. Rowe Price Growth Equity Portfolio
ASSETS:
Investments in securities at value+*	$	396,598,975		$	124,271,378		$	1,124,098,541	$	1,376,336,022
Short-term investments at amortized cost		44,476,905			2,238,428			309,512,716		250,015,114
Cash		14,258,427			741,308			—		30,808,527
Foreign currencies at value**		3,245,820			—			—		—
Receivables:
Investment securities sold		272,770,590			—			11,615,474		13,428,668
Fund shares sold		206,367			150,710			3,045		530,955
Dividends and interest		2,411,758			1,484,139			493,910		1,524,341
Variation margin receivable		47,896			—			—		—
Unrealized appreciation on forward foreign currency contracts		254,921			—			—		—
Upfront payments made on swap agreements		1,249,084			—			—		—
Unrealized appreciation on swap agreements		1,210,428			—			—		—
Prepaid expenses		—			1,446			—		—
Reimbursement due from manager		—			26,301			—		—
Total assets		736,731,171			128,913,710			1,445,723,686		1,672,643,627
LIABILITIES:
Payable for investment securities purchased		339,477,173			—			641,474		2,101,368
Payable for fund shares redeemed		1,118,558			60,465			8,484,281		4,968,097
Payable for futures variation margin		89,212			—			—		—
Payable upon receipt of securities loaned		3,842,658			—			309,512,716		250,015,114
Sales commitments, at value (Note 2)^		54,211,953			—			—		—
Unrealized depreciation on forward currency contracts		527,781			—			—		—
Upfront payments received on swap agreements		1,351,849			—			—		—
Unrealized depreciation on swap agreements		957,350			—			—		—
Income distribution payable		—			174			—		—
Payable to affiliates		242,732			76,739			671,668		949,795
Payable to custodian due to bank overdraft		—			—			632,267		—
Payable to custodian due to foreign currency overdraft***		—			—			—		1,004
Payable for directors fees		—			1,720			—		—
Payable for floating rate note issued		749,031			—			—		—
Other accrued expenses and liabilities		—			26,660			—		—
Options written (premium received $1,707,323)		1,323,489			—			—		—
Accrued income on short positions		15,207			—			—		—
Total liabilities		403,906,993			165,758			319,942,406		258,035,378
NET ASSETS	$	332,824,178		$	128,747,952		$	1,125,781,280	$	1,414,608,249
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	322,006,488		$	126,179,632		$	886,686,469	$	1,108,574,319
Undistributed net investment income		14,285,429			2,120			1,957,378		6,772,277
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		(3,065,721	)		(23,094	)		92,138,585		65,771,187
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		(402,018	)		2,589,294			144,998,848		233,490,466
NET ASSETS	$	332,824,178		$	128,747,952		$	1,125,781,280	$	1,414,608,249
+ Including securities loaned at value	$	3,763,173		$	—		$	300,472,103	$	242,907,836
* Cost of investments in securities	$	396,538,927		$	121,682,084		$	979,099,693	$	1,142,839,366
** Cost of foreign currencies	$	3,252,765		$	—		$	—	$	—
*** Cost of foreign currency overdraft	$	—		$	—		$	—	$	533
^ Proceeds from sales commitments	$	54,491,719		$	—		$	—	$	—

See Accompanying Notes to Financial Statements
80

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006 (CONTINUED)

	ING PIMCO Total Return Portfolio		ING Pioneer High Yield Portfolio		ING T. Rowe Price Diversified Mid Cap Growth Portfolio		ING T. Rowe Price Growth Equity Portfolio
Class I:
Net Assets	$	213,733,503	$	119,958,535	$	1,067,515,459	$	1,271,481,042
Shares authorized		100,000,000		100,000,000		250,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding		19,158,426		11,740,247		115,719,833		21,420,078
Net asset value and redemption price per share	$	11.16	$	10.22	$	9.22	$	59.36
Class S:
Net Assets	$	93,487,342	$	8,279,684	$	10,100,450	$	37,306,298
Shares authorized		100,000,000		100,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding		8,417,133		810,403		1,110,073		633,952
Net asset value and redemption price per share	$	11.11	$	10.22	$	9.10	$	58.85
Class ADV:
Net Assets	$	25,603,333	$	509,733	$	48,165,371	$	105,820,909
Shares authorized		100,000,000		100,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding		2,321,911		49,895		5,359,759		1,812,958
Net asset value and redemption price per share	$	11.03	$	10.22	$	8.99	$	58.37

See Accompanying Notes to Financial Statements
81

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING Templeton Foreign Equity Portfolio		ING Thornburg Value Portfolio			ING UBS U.S. Large Cap Equity Portfolio			ING UBS U.S. Small Cap Growth Portfolio
ASSETS:
Investments in securities at value+*	$	45,192,391	$	185,913,346		$	377,593,433		$	26,887,252
Short-term investments at amortized cost		6,336,310		46,431,775			78,254,293			409,895
Cash		1,337		619,914			1,247,229			260,339
Foreign currencies at value**		7,514		310			—			—
Receivables:
Investment securities sold		—		2,279,326			804,644			1,203,094
Fund shares sold		327,115		18,606			248,693			60,092
Dividends and interest		40,541		132,748			525,424			11,227
Prepaid expenses		420		—			—			4,931
Reimbursement due from manager		3,243		—			—			6,764
Total assets		51,908,871		235,396,025			458,673,716			28,843,594
LIABILITIES:
Payable for investment securities purchased		4,525,794		334,898			724,562			1,315,031
Payable for fund shares redeemed		108,742		445,648			1,181,229			—
Payable upon receipt of securities loaned		—		40,882,194			69,037,649			—
Payable to affiliates		43,934		150,827			286,450			24,328
Payable for directors fees		2,101		—			—			860
Other accrued expenses and liabilities		35,543		—			—			19,567
Total liabilities		4,716,114		41,813,567			71,229,890			1,359,786
NET ASSETS	$	47,192,757	$	193,582,458		$	387,443,826		$	27,483,808
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	41,498,592	$	340,288,740		$	400,889,458		$	26,883,652
Undistributed net investment income		1,653		926,863			3,083,237			43
Accumulated net realized gain (loss) on investments and foreign currency related transactions		21,945		(170,380,343	)		(71,392,175	)		(305,266	)
Net unrealized appreciation on investments and foreign currency related transactions		5,670,567		22,747,198			54,863,306			905,379
NET ASSETS	$	47,192,757	$	193,582,458		$	387,443,826		$	27,483,808
+ Including securities loaned at value	$	—	$	39,336,030		$	66,757,959		$	—
* Cost of investments in securities	$	39,508,086	$	163,167,640		$	322,730,127		$	25,981,873
** Cost of foreign currencies	$	7,522	$	300		$	—		$	—
Class I:
Net Assets	$	10,991,298	$	186,114,676		$	355,204,148		$	22,417,457
Shares authorized		100,000,000		100,000,000			100,000,000			100,000,000
Par value	$	0.001	$	0.001		$	0.001		$	0.001
Shares outstanding		913,629		5,844,383			33,627,207			2,307,021
Net asset value and redemption price per share	$	12.03	$	31.85		$	10.56		$	9.72
Class S:
Net Assets	$	36,200,424	$	6,794,665		$	28,207,154		$	5,065,374
Shares authorized		100,000,000		100,000,000			100,000,000			100,000,000
Par value	$	0.001	$	0.001		$	0.001		$	0.001
Shares outstanding		3,014,397		214,495			2,700,307			522,279
Net asset value and redemption price per share	$	12.01	$	31.68	��	$	10.45		$	9.70
Class ADV:
Net Assets	$	1,035	$	673,117		$	4,032,524		$	977
Shares authorized		100,000,000		100,000,000			100,000,000			100,000,000
Par value	$	0.001	$	0.001		$	0.001		$	0.001
Shares outstanding		86		21,449			387,717			101
Net asset value and redemption price per share	$	12.03	$	31.38		$	10.40		$	9.67

See Accompanying Notes to Financial Statements
82

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006

	ING Van Kampen Comstock Portfolio		ING Van Kampen Equity and Income Portfolio
ASSETS:
Investments in securities at value+*	$	945,487,427	$	992,101,233
Short-term investments at amortized cost		181,029,869		89,620,652
Cash		576,767		39,265
Foreign currencies at value**		—		3,425
Receivables:
Investment securities sold		317,134		429,896
Fund shares sold		660,523		56,553
Dividends and interest		1,114,797		3,543,252
Total assets		1,129,186,517		1,085,794,276
LIABILITIES:
Payable for investment securities purchased		—		46,489,177
Payable for fund shares redeemed		90,570		6,675,260
Payable upon receipt of securities loaned		97,842,059		—
Payable to affiliates		921,974		530,392
Total liabilities		98,854,603		53,694,829
NET ASSETS	$	1,030,331,914	$	1,032,099,447
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	874,964,151	$	868,114,084
Undistributed net investment income		15,068,013		24,096,125
Accumulated net realized gain on investments and foreign currency related transactions		27,147,007		22,419,495
Net unrealized appreciation on investments and foreign currency related transactions		113,152,743		117,469,743
NET ASSETS	$	1,030,331,914	$	1,032,099,447
+ Including securities loaned at value	$	94,590,206	$	—
* Cost of investments in securities	$	832,334,684	$	874,631,744
** Cost of foreign currencies	$	—	$	3,171
Class I:
Net Assets	$	634,469,855	$	925,304,837
Shares authorized		100,000,000		100,000,000
Par value	$	0.001	$	0.001
Shares outstanding		47,456,805		24,051,817
Net asset value and redemption price per share	$	13.37	$	38.47
Class S:
Net Assets	$	358,430,841	$	88,409,425
Shares authorized		100,000,000		100,000,000
Par value	$	0.001	$	0.001
Shares outstanding		26,942,570		2,312,232
Net asset value and redemption price per share	$	13.30	$	38.24
Class ADV:
Net Assets	$	37,431,218	$	18,385,185
Shares authorized		100,000,000		100,000,000
Par value	$	0.001	$	0.001
Shares outstanding		2,841,759		486,160
Net asset value and redemption price per share	$	13.17	$	37.82

See Accompanying Notes to Financial Statements
83

STATEMENTS OF OPERATIONS

	ING American Century Large Company Value Portfolio			ING American Century Select Portfolio			ING American Century Small-Mid Cap Value Portfolio			ING Baron Asset Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2006			January 3, 2006⁽¹⁾to December 31, 2006
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	2,598,824		$	5,363,728		$	1,945,211		$	73,149
Interest		268,487			193,666			151,272			9,060
Securities lending income		6,938			59,801			51,115			—
Total investment income		2,874,249			5,617,195			2,147,598			82,209
EXPENSES:
Investment management fees		845,943			2,346,688			1,130,403			77,154
Distribution and service fees:
Class S		71,017			13,161			113,304			170
Class ADV		61,610			74,082			62,716			14,260
Transfer agent fees		—			—			—			466
Administrative service fees		211,488			73,328			282,600			8,121
Shareholder reporting expense		—			—			—			2,534
Professional fees		—			—			—			6,009
Custody and accounting expense		—			—			—			2,646
Directors fees		—			—			—			2,923
Offering expense		—			—			—			24,797
Miscellaneous expense		—			—			—			3,331
Total expenses		1,190,058			2,507,259			1,589,023			142,411
Net waived and reimbursed fees		—			—			(31,957	)		(42,786	)
Net expenses		1,190,058			2,507,259			1,557,066			99,625
Net investment income (loss)		1,684,191			3,109,936			590,532			(17,416	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FUTURES:
Net realized gain (loss) on:
Investments		7,847,335			(15,919,447	)		12,632,743			(223,504	)
Foreign currency related transactions		—			(1,117,258	)		(7,255	)		—
Futures		(423,905	)		87,052			(846,858	)		—
Net realized gain (loss) on investments, foreign currency related transactions, and futures		7,423,430			(16,949,653	)		11,778,630			(223,504	)
Net change in unrealized appreciation or depreciation on:
Investments		8,782,335			4,358,712			2,322,604			1,133,153
Foreign currency related transactions		—			(93,674	)		(1,502	)		—
Futures		(5,416	)		—			—			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		8,776,919			4,265,038			2,321,102			1,133,153
Net realized and unrealized gain (loss) on investments, foreign currency related transactions, and futures		16,200,349			(12,684,615	)		14,099,732			909,649
Increase (decrease) in net assets resulting from operations	$	17,884,540		$	(9,574,679	)	$	14,690,264		$	892,233
* Foreign taxes withheld	$	20,119		$	111,749		$	1,063		$	—

(1) Commencement of operations

See Accompanying Notes to Financial Statements
84

STATEMENTS OF OPERATIONS

	ING Baron Small Cap Growth Portfolio			ING Columbia Small Cap Value II Portfolio			ING Davis Venture Value Portfolio			ING Fundamental Research Portfolio
	Year Ended December 31, 2006			April 28, 2006⁽¹⁾to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2006
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	2,218,508		$	499,982		$	1,744,867		$	1,354,797
Interest		1,736,622			80,771			357,308			180,340
Total investment income		3,955,130			580,753			2,102,175			1,535,137
EXPENSES:
Investment management fees		3,535,070			248,542			914,647			516,334
Distribution and service fees:
Class S		648,328			63,727			203,269			96,708
Class ADV		194,772			—			57,592			18,294
Transfer agent fees		—			515			—			—
Administrative service fees		956,552			33,139			114,330			172,425
Shareholder reporting expense		—			11,270			—			—
Professional fees		—			8,416			—			—
Custody and accounting expense		—			10,720			—			—
Directors fees		—			3,042			—			—
Offering expense		—			10,069			—			—
Miscellaneous expense		—			1,633			—			—
Total expenses		5,334,722			391,073			1,289,838			803,761
Net waived and reimbursed fees		—			—			—			(35,157	)
Brokerage commission recapture		(940	)		(7,916	)		—			—
Net expenses		5,333,782			383,157			1,289,838			768,604
Net investment income (loss)		(1,378,652	)		197,596			812,337			766,533
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FUTURES:
Net realized gain (loss) on:
Investments		(1,279,457	)		(846,617	)		1,048,495			2,368,274
Foreign currency related transactions		—			—			(28,052	)		—
Futures		—			—			—			541,509
Net realized gain (loss) on investments, foreign currency related transactions, and futures		(1,279,457	)		(846,617	)		1,020,443			2,909,783
Net change in unrealized appreciation or depreciation on:
Investments		58,074,197			5,171,325			17,058,744			4,175,600
Foreign currency related transactions		—			—			531			—
		—			—			—			10,960
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		58,074,197			5,171,325			17,059,275			4,186,560
Net realized and unrealized gain on investments, foreign currency related transactions, and futures		56,794,740			4,324,708			18,079,718			7,096,343
Increase in net assets resulting from operations	$	55,416,088		$	4,522,304		$	18,892,055		$	7,862,876
* Foreign taxes withheld	$	1,176		$	—		$	10,572		$	14,417

(1) Commencement of operations

See Accompanying Notes to Financial Statements
85

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006

	ING Goldman Sachs Capital Growth Portfolio			ING Goldman Sachs Structured Equity Portfolio			ING JPMorgan International Portfolio			ING JPMorgan MidCap Value Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	423,679		$	1,142,021		$	21,579,464		$	3,843,748
Interest		13,188			7,937			928,991			369,797
Securities lending income		2,670			4,498			151,153			25,064
Total investment income		439,537			1,154,456			22,659,608			4,238,609
EXPENSES:
Investment management fees		368,752			476,316			7,847,777			1,510,458
Distribution and service fees:
Class S		99,666			165,967			688,373			207,084
Class ADV		16,366			8,298			28,194			84,456
Administrative service fees		46,094			136,095			1,961,962			564,278
Total expenses		530,878			786,676			10,526,306			2,366,276
Net waived and reimbursed fees		—			—			(27,158	)		—
Brokerage commission recapture		(4,453	)		—			—			—
Net expenses		526,425			786,676			10,499,148			2,366,276
Net investment income (loss)		(86,888	)		367,780			12,160,460			1,872,333
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FUTURES:
Net realized gain (loss) on:
Investments		7,133,358			9,631,699			73,739,057			12,710,480
Foreign currency related transactions		—			—			(306,465	)		—
Futures		—			49,657			—			—
Net realized gain on investments, foreign currency related transactions, and futures		7,133,358			9,681,356			73,432,592			12,710,480
Net change in unrealized appreciation or depreciation on:
Investments		(3,223,059	)		(2,072,156	)		114,694,903			16,832,277
Foreign currency related transactions		—			—			131,972			—
Futures		—			(703	)		—			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		(3,223,059	)		(2,072,859	)		114,826,875			16,832,277
Net realized and unrealized gain on investments, foreign currency related transactions, and futures		3,910,299			7,608,497			188,259,467			29,542,757
Increase in net assets resulting from operations	$	3,823,411		$	7,976,277		$	200,419,927		$	31,415,090
* Foreign taxes withheld	$	1,343		$	—		$	1,833,891		$	9,519

See Accompanying Notes to Financial Statements
86

STATEMENTS OF OPERATIONS

	ING Legg Mason Partners Aggressive Growth Portfolio			ING Legg Mason Partners Large Cap Growth Portfolio			ING Lord Abbett U.S. Government Securities Portfolio			ING Neuberger Berman Partners Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2006			January 3, 2006⁽¹⁾to December 31, 2006			January 3, 2006⁽¹⁾to December 31, 2006
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	5,349,920		$	452,849		$	—		$	2,192,023
Interest		3,080,039			5,936			2,449,759			230,960
Securities lending income		172,686			—			—			—
Total investment income		8,602,645			458,785			2,449,759			2,422,983
EXPENSES:
Investment management fees		7,952,491			315,117			218,352			1,105,529
Distribution and service fees:
Class S		734,908			30,447			39,526			91,343
Class ADV		55,612			98,352			—			—
Transfer agent fees		—			—			514			520
Administrative service fees		1,540,479			98,475			46,457			184,253
Shareholder reporting expense		—			—			16,960			21,106
Professional fees		—			—			7,543			11,585
Custody and accounting expense		—			—			10,307			20,122
Directors fees		—			—			3,327			3,998
Offering expense		—			—			24,862			24,862
Miscellaneous expense		—			—			7,142			6,852
Income on reverse repurchase agreements		—			—			5,925			—
Total expenses		10,283,490			542,391			380,915			1,470,170
Net waived and reimbursed fees		—			—			(1,228	)		(146,974	)
Net expenses		10,283,490			542,391			379,687			1,323,196
Net investment income (loss)		(1,680,845	)		(83,606	)		2,070,072			1,099,787
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		16,245,044			454,385			(258,122	)		20,129,404
Foreign currency related transactions		—			—			—			(28,826	)
Net realized gain (loss) on investments and foreign currency related transactions		16,245,044			454,385			(258,122	)		20,100,578
Net change in unrealized appreciation or depreciation on:
Investments		100,027,669			1,200,255			373,401			(5,613,903	)
Foreign currency related transactions		—			—			—			(1,270	)
Net change in unrealized appreciation or depreciation on investments		100,027,669			1,200,255			373,401			(5,615,173	)
Net realized and unrealized gain on investments and foreign currency related transactions		116,272,713			1,654,640			115,279			14,485,405
Increase in net assets resulting from operations	$	114,591,868		$	1,571,034		$	2,185,351		$	15,585,192
* Foreign taxes withheld	$	23,648		$	—		$	—		$	10,118

(1) Commencement of operations

See Accompanying Notes to Financial Statements
87

STATEMENTS OF OPERATIONS

	ING Neuberger Berman Regency Portfolio			ING OpCap Balanced Value Portfolio			ING Oppenheimer Global Portfolio			ING Oppenheimer Strategic Income Portfolio
	January 3, 2006⁽¹⁾to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2006
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	123,269		$	1,050,878		$	39,327,161		$	175,369
Interest		14,047			1,149,949			1,136,066			25,985,894
Securities lending income		—			9,083			1,462,572			190,216
Total investment income		137,316			2,209,910			41,925,799			26,351,479
EXPENSES:
Investment management fees		67,472			787,775			15,492,068			1,900,002
Distribution and service fees:
Class S		9,456			226,424			227,509			142,429
Class ADV		—			17,356			557,998			34,454
Transfer agent fees		460			—			—			—
Administrative service fees		8,996			196,945			1,549,169			152,002
Shareholder reporting expense		6,476			—			—			—
Professional fees		6,471			—			—			—
Custody and accounting expense		3,362			—			—			—
Directors fees		1,302			—			—			—
Offering expense		24,862			—			—			—
Miscellaneous expense		4,006			—			—			—
Total expenses		132,863			1,228,500			17,826,744			2,228,887
Net waived and reimbursed fees		(44,767	)		—			(11,161	)		(25,545	)
Brokerage commission recapture		—			(27,575	)		—			—
Net expenses		88,096			1,200,925			17,815,583			2,203,342
Net investment income		49,220			1,008,985			24,110,216			24,148,137
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, AND SWAPS:
Net realized gain (loss) on:
Investments (net of foreign tax on sale of Indian investments)**		64,825			9,325,152			107,548,633			733,150
Foreign currency related transactions		—			—			(439,409	)		(3,736,022	)
Futures, swaps, and written options		—			—			—			613,012
Net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		64,825			9,325,152			107,109,224			(2,389,860	)
Net change in unrealized appreciation or depreciation on:
Investments		733,942			(1,112,478	)		295,385,178			9,662,659
Foreign currency related transactions		—			—			191,233			(332,423	)
Futures, swaps, and written options		—			—			—			704,651
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		733,942			(1,112,478	)		295,576,411			10,034,887
Net realized and unrealized gain on investments, foreign currency related transactions, futures, and swaps		798,767			8,212,674			402,685,635			7,645,027
Increase in net assets resulting from operations	$	847,987		$	9,221,659		$	426,795,851		$	31,793,164
* Foreign taxes withheld	$	545		$	21,964		$	2,702,430		$	40,277
** Foreign tax on sale of Indian investments	$	—		$	—		$	303,333		$	—

(1) Commencement of operations

See Accompanying Notes to Financial Statements
88

STATEMENTS OF OPERATIONS

	ING PIMCO Total Return Portfolio			ING Pioneer High Yield Portfolio			ING T. Rowe Price Diversified Mid Cap Growth Portfolio			ING T. Rowe Price Growth Equity Portfolio
	Year Ended December 31, 2006			January 3, 2006⁽¹⁾to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2006
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	—		$	212,004		$	9,512,287		$	15,182,184
Interest		14,951,869	**		5,000,191			35,033			1,526,895
Securities lending income		13,106			—			670,135			433,105
Total investment income		14,964,975			5,212,195			10,217,455			17,142,184
EXPENSES:
Investment management fees		1,617,192			486,094			7,650,353			7,558,643
Distribution and service fees:
Class S		218,494			21,211			50,417			229,405
Class ADV		126,428			17,596			331,834			476,898
Transfer agent fees		—			1,514			—			—
Administrative service fees		808,596			81,015			239,055			1,889,661
Shareholder reporting expense		—			18,150			—			—
Professional fees		—			12,632			—			—
Custody and accounting expense		—			12,217			—			—
Directors fees		—			2,860			—			—
Offering expense		—			26,612			—			—
Miscellaneous expense		—			5,881			—			—
Interest expense		51,506			—			—			—
Total expenses		2,822,216			685,782			8,271,659			10,154,607
Net waived and reimbursed fees		—			(55,492	)		(6,637	)		—
Brokerage commission recapture		—			—			(4,945	)		(40,953	)
Net expenses		2,822,216			630,290			8,260,077			10,113,654
Net investment income		12,142,759			4,581,905			1,957,378			7,028,530
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, AND SWAPS:
Net realized gain (loss) on:
Investments		(772,169	)		318,237			98,051,061			71,759,679
Foreign currency related transactions		(274,585	)		—			—			(254,425	)
Futures, swaps, and written options		2,261,529			—			—			—
Net realized gain on investments, foreign currency related transactions, futures, swaps, and written options		1,214,775			318,237			98,051,061			71,505,254
Net change in unrealized appreciation or depreciation on:
Investments		896,520			2,589,294			2,141,700			83,050,452
Foreign currency related transactions		(158,164	)		—			35			(152	)
Futures, swaps, and written options		(403,662	)		—			—			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		334,694			2,589,294			2,141,735			83,050,300
Net realized and unrealized gain on investments, foreign currency related transactions, futures, and swaps		1,549,469			2,907,531			100,192,796			154,555,554
Increase in net assets resulting from operations	$	13,692,228		$	7,489,436		$	102,150,174		$	161,584,084
* Foreign taxes withheld	$	—		$	340		$	24,527		$	373,839
** Net of foreign taxes withheld	$	4,662		$	—		$	—		$	—

(1) Commencement of operations

See Accompanying Notes to Financial Statements
89

STATEMENTS OF OPERATIONS

	ING Templeton Foreign Equity Portfolio			ING Thornburg Value Portfolio			ING UBS U.S. Large Cap Equity Portfolio			ING UBS U.S. Small Cap Growth Portfolio
	January 3, 2006⁽¹⁾to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2006			April 28, 2006⁽¹⁾to December 31, 2006
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	602,039		$	2,312,741		$	5,465,523		$	33,256
Interest		162,682			159,022			312,120			19,131
Securities lending income		—			142,746			16,991			—
Total investment income		764,721			2,614,509			5,794,634			52,387
EXPENSES:
Investment management fees		196,250			1,197,000			2,202,378			89,506
Distribution and service fees:
Class S		36,106			3,766			42,623			2,126
Class ADV		—			1,532			7,222			4
Transfer agent fees		1,583			—			—			467
Administrative service fees		24,531			460,431			471,939			9,945
Shareholder reporting expense		17,561			—			—			3,347
Professional fees		10,619			—			—			1,793
Custody and accounting expense		21,389			—			—			9,363
Directors fees		2,384			—			—			923
Offering expense		24,862			—			—			10,069
Miscellaneous expense		5,076			—			—			964
Total expenses		340,361			1,662,729			2,724,162			128,507
Net waived and reimbursed fees		(64,212	)		—			—			(26,700	)
Brokerage commission recapture		(231	)		(4,944	)		(16,002	)		(4,917	)
Net expenses		275,918			1,657,785			2,708,160			96,890
Net investment income (loss)		488,803			956,724			3,086,474			(44,503	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		51,627			15,730,334			21,199,886			(27,700	)
Foreign currency related transactions		(16,813	)		(27,357	)		—			—
Net realized gain (loss) on investments and foreign currency related transactions		34,814			15,702,977			21,199,886			(27,700	)
Net change in unrealized appreciation or depreciation on:
Investments		5,684,305			12,079,200			22,179,628			905,379
Foreign currency related transactions		(13,738	)		1,492			—			—
Net change in unrealized appreciation or depreciation on investments		5,670,567			12,080,692			22,179,628			905,379
Net realized and unrealized gain on investments and foreign currency related transactions		5,705,381			27,783,669			43,379,514			877,679
Increase in net assets resulting from operations	$	6,194,184		$	28,740,393		$	46,465,988		$	833,176
* Foreign taxes withheld	$	47,036		$	64,117		$	—		$	—

(1) Commencement of operations

See Accompanying Notes to Financial Statements
90

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006

	ING Van Kampen Comstock Portfolio			ING Van Kampen Equity and Income Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	19,960,746		$	15,665,070
Interest		3,456,103			14,320,868
Securities lending income		59,672			—
Total investment income		23,476,521			29,985,938
EXPENSES:
Investment management fees		5,122,624			5,394,743
Distribution and service fees:
Class S		1,112,027			205,044
Class ADV		159,294			80,002
Administrative service fees		2,377,398			196,156
Total expenses		8,771,343			5,875,945
Net waived and reimbursed fees		(364,899	)		—
Net expenses		8,406,444			5,875,945
Net investment income		15,070,077			24,109,993
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		27,683,718			28,000,139
Foreign currency related transactions		—			(11,623	)
Net realized gain on investments and foreign currency related transactions		27,683,718			27,988,516
Net change in unrealized appreciation or depreciation on:
Investments		89,764,920			65,730,007
Foreign currency related transactions		—			147
Net change in unrealized appreciation or depreciation on investments		89,764,920			65,730,154
Net realized and unrealized gain on investments and foreign currency related transactions		117,448,638			93,718,670
Increase in net assets resulting from operations	$	132,518,715		$	117,828,663
* Foreign taxes withheld	$	179,514		$	359,529

See Accompanying Notes to Financial Statements
91

STATEMENTS OF CHANGES IN NET ASSETS

	ING American Century Large Company Value Portfolio						ING American Century Select 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	$	1,684,191		$	847,280		$	3,109,936		$	1,431,421
Net realized gain (loss) on investments, foreign currency related transactions, and futures		7,423,430			6,661,783			(16,949,653	)		3,784,351
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		8,776,919			(6,488,782	)		4,265,038			16,637,682
Net increase (decrease) in net assets resulting from operations		17,884,540			1,020,281			(9,574,679	)		21,853,454
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(698,723	)		(179,496	)		(4,330,077	)		—
Class S		(55,160	)		(521,380	)		(36,331	)		—
Class ADV		(81,896	)		(68,599	)		(65,623	)		—
Net realized gains:
Class I		(3,884,031	)		—			—			—
Class S		(1,011,852	)		—			—			—
Class ADV		(712,066	)		—			—			—
Total distributions		(6,443,728	)		(769,475	)		(4,432,031	)		—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		113,580,487			48,249,646			23,334,474			284,479,850
Dividends reinvested		6,443,728			769,474			4,432,031			—
		120,024,215			49,019,120			27,766,505			284,479,850
Cost of shares redeemed		(110,225,198	)		(32,619,007	)		(124,085,262	)		(118,024,396	)
Net increase (decrease) in net assets resulting from capital share transactions		9,799,017			16,400,113			(96,318,757	)		166,455,454
Net increase (decrease) in net assets		21,239,829			16,650,919			(110,325,467	)		188,308,908
NET ASSETS:
Beginning of year		94,557,723			77,906,804			434,379,517			246,070,609
End of year	$	115,797,552		$	94,557,723		$	324,054,050		$	434,379,517
Undistributed net investment income at end of year	$	1,681,936		$	833,524		$	1,916,891		$	4,356,244

See Accompanying Notes to Financial Statements
92

STATEMENTS OF CHANGES IN NET ASSETS

	ING American Century Small-Mid Cap Value Portfolio						ING Baron Asset Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			January 3, 2006⁽¹⁾ to December 31, 2006
FROM OPERATIONS:
Net investment income (loss)	$	590,532		$	365,190		$	(17,416	)
Net realized gain (loss) on investments, foreign currency related transactions, and futures		11,778,630			9,320,042			(223,504	)
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		2,321,102			(2,786,831	)		1,133,153
Net increase in net assets resulting from operations		14,690,264			6,898,401			892,233
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(17,356	)		(193,431	)		—
Class S		(7,533	)		(74,329	)		—
Class ADV		(1,313	)		(9,562	)		—
Net realized gains:
Class I		(181,971	)		(5,000,736	)		—
Class S		(124,123	)		(4,715,809	)		—
Class ADV		(37,866	)		(1,143,069	)		—
Total distributions		(370,162	)		(11,136,936	)		—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		41,001,670			41,255,914			8,628,315
Dividends reinvested		370,162			11,136,936			—
		41,371,832			52,392,850			8,628,315
Cost of shares redeemed		(47,475,484	)		(19,356,113	)		(413,084	)
Net increase (decrease) in net assets resulting from capital share transactions		(6,103,652	)		33,036,737			8,215,231
Net increase in net assets		8,216,450			28,798,202			9,107,464
NET ASSETS:
Beginning of year		100,312,945			71,514,743			—
End of year	$	108,529,395		$	100,312,945		$	9,107,464
Undistributed net investment income at end of year	$	519,895		$	55,273		$	—

(1) Commencement of operations

See Accompanying Notes to Financial Statements
93

STATEMENTS OF CHANGES IN NET ASSETS

	ING Baron Small Cap Growth Portfolio						ING Columbia Small Cap Value II Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			April 28, 2006⁽¹⁾ to December 31, 2006
FROM OPERATIONS:
Net investment income (loss)	$	(1,378,652	)	$	(2,197,546	)	$	197,596
Net realized gain (loss) on investments		(1,279,457	)		7,571,949			(846,617	)
Net change in unrealized appreciation or depreciation on investments		58,074,197			11,255,372			5,171,325
Net increase in net assets resulting from operations		55,416,088			16,629,775			4,522,304
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gains:
Class I		(1,151,733	)		—			—
Class S		(2,389,008	)		—			—
Class ADV		(368,625	)		—			—
Total distributions		(3,909,366	)		—			—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		231,956,068			184,661,901			90,490,052
Dividends reinvested		3,906,693			—			—
		235,862,761			184,661,901			90,490,052
Cost of shares redeemed		(132,467,474	)		(41,707,603	)		(7,303,662	)
Net increase in net assets resulting from capital share transactions		103,395,287			142,954,298			83,186,390
Net increase in net assets		154,902,009			159,584,073			87,708,694
NET ASSETS:
Beginning of year		320,755,821			161,171,748			—
End of year	$	475,657,830		$	320,755,821		$	87,708,694
Undistributed net investment income at end of year	$	38,018		$	38,018		$	197,055

(1) Commencement of operations

See Accompanying Notes to Financial Statements
94

STATEMENTS OF CHANGES IN NET ASSETS

	ING Davis Venture Value Portfolio						ING Fundamental Research 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	$	812,337		$	14,983		$	766,533		$	223,332
Net realized gain on investments, foreign currency related transactions, and futures		1,020,443			12,956,720			2,909,783			4,898,578
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		17,059,275			(11,075,272	)		4,186,560			(2,672,283	)
Net increase in net assets resulting from operations		18,892,055			1,896,431			7,862,876			2,449,627
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(3,834	)		(7,346	)		(184,566	)		(49,929	)
Class S		(4,777	)		—			(35,617	)		(339,663	)
Class ADV		—			(5,573	)		—			(27,298	)
Net realized gains:
Class I		(1,096,008	)		—			(941,287	)		—
Class S		(6,206,778	)		—			(585,312	)		—
Class ADV		(842,626	)		—			(57,802	)		—
Total distributions		(8,154,023	)		(12,919	)		(1,804,584	)		(416,890	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		150,618,280			19,075,747			62,944,969			6,671,750
Proceeds issued in merger		—			—			17,722,782			6,558,722
Dividends reinvested		8,154,023			12,919			1,804,584			416,890
		158,772,303			19,088,666			82,472,335			13,647,362
Cost of shares redeemed		(17,972,189	)		(34,385,548	)		(30,610,639	)		(21,847,250	)
Net increase (decrease) in net assets resulting from capital share transactions		140,800,114			(15,296,882	)		51,861,696			(8,199,888	)
Net increase (decrease) in net assets		151,538,146			(13,413,370	)		57,919,988			(6,167,151	)
NET ASSETS:
Beginning of year		56,234,911			69,648,281			41,161,631			47,328,782
End of year	$	207,773,057		$	56,234,911		$	99,081,619		$	41,161,631
Undistributed net investment income at end of year	$	777,814		$	8,141		$	766,438		$	220,088

See Accompanying Notes to Financial Statements
95

STATEMENTS OF CHANGES IN NET ASSETS

	ING Goldman Sachs Capital Growth Portfolio						ING Goldman Sachs Structured Equity 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)	$	(86,888	)	$	(209,053	)	$	367,780		$	569,254
Net realized gain on investments and futures		7,133,358			917,207			9,681,356			7,743,960
Net change in unrealized appreciation or depreciation on investments and futures		(3,223,059	)		(164,568	)		(2,072,859	)		(3,001,885	)
Net increase in net assets resulting from operations		3,823,411			543,586			7,976,277			5,311,329
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		—			(9,755	)		—			(15	)
Class S		—			(226,138	)		(539,654	)		(891,307	)
Class ADV		—			—			(19,682	)		(7,453	)
Net realized gains:
Class I		—			—			—			(150	)
Class S		—			—			(7,622,920	)		(11,280,104	)
Class ADV		—			—			(215,959	)		(75,142	)
Total distributions		—			(235,893	)		(8,398,215	)		(12,254,171	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		7,571,270			8,276,562			7,785,360			9,121,069
Dividends reinvested		—			235,892			8,398,215			12,254,177
		7,571,270			8,512,454			16,183,575			21,375,246
Cost of shares redeemed		(36,747,372	)		(41,616,066	)		(61,430,490	)		(26,870,423	)
Net decrease in net assets resulting from capital share transactions		(29,176,102	)		(33,103,612	)		(45,246,915	)		(5,495,177	)
Net decrease in net assets		(25,352,691	)		(32,795,919	)		(45,668,853	)		(12,438,019	)
NET ASSETS:
Beginning of year		62,435,834			95,231,753			100,674,047			113,112,066
End of year	$	37,083,143		$	62,435,834		$	55,005,194		$	100,674,047
Undistributed net investment income at end of year	$	57,790		$	3,322		$	359,046		$	558,080

See Accompanying Notes to Financial Statements
96

STATEMENTS OF CHANGES IN NET ASSETS

	ING JPMorgan International Portfolio						ING JPMorgan MidCap Value 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	$	12,160,460		$	8,873,247		$	1,872,333		$	732,876
Net realized gain on investments and foreign currency related transactions		73,432,592			14,924,250			12,710,480			12,106,839
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		114,826,875			59,824,235			16,832,277			(739,943	)
Net increase in net assets resulting from operations		200,419,927			83,621,732			31,415,090			12,099,772
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(8,050,923	)		(2,668,525	)		(15,763	)		(401,198	)
Class S		(180,927	)		(2,914,895	)		(4,366	)		(214,725	)
Class ADV		(36,480	)		(13,389	)		(112	)		(20,785	)
Net realized gains:
Class I		—			—			(730,561	)		(5,487,183	)
Class S		—			—			(581,795	)		(5,587,089	)
Class ADV		—			—			(119,694	)		(837,030	)
Total distributions		(8,268,330	)		(5,596,809	)		(1,452,291	)		(12,548,010	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		834,826,124			460,466,142			68,003,190			76,471,872
Dividends reinvested		8,268,330			5,596,809			1,452,291			12,548,010
		843,094,454			466,062,951			69,455,481			89,019,882
Cost of shares redeemed		(847,832,867	)		(203,247,154	)		(31,649,117	)		(41,841,366	)
Net increase (decrease) in net assets resulting from capital share transactions		(4,738,413	)		262,815,797			37,806,364			47,178,516
Net increase in net assets		187,413,184			340,840,720			67,769,163			46,730,278
NET ASSETS:
Beginning of year		919,026,781			578,186,061			171,293,413			124,563,135
End of year	$	1,106,439,965		$	919,026,781		$	239,062,576		$	171,293,413
Undistributed net investment income at end of year	$	14,128,261		$	8,267,001		$	1,776,925		$	37,022

See Accompanying Notes to Financial Statements
97

STATEMENTS OF CHANGES IN NET ASSETS

	ING Legg Mason Partners Aggressive Growth Portfolio						ING Legg Mason Partners Large Cap Growth 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 loss	$	(1,680,845	)	$	(4,071,807	)	$	(83,606	)	$	(174,227	)
Net realized gain on investments		16,245,044			40,718,226			454,385			740,873
Net change in unrealized appreciation or depreciation on investments		100,027,669			52,471,455			1,200,255			2,548,360
Net increase in net assets resulting from operations		114,591,868			89,117,874			1,571,034			3,115,006
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gains:
Class I		—			—			(290,112	)		(2,054,680	)
Class S		—			—			(196,333	)		(1,369,162	)
Class ADV		—			—			(311,057	)		(2,850,971	)
Total distributions		—			—			(797,502	)		(6,274,813	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		839,171,554			321,714,457			7,259,163			11,904,700
Dividends reinvested		—			—			797,502			6,274,813
		839,171,554			321,714,457			8,056,665			18,179,513
Cost of shares redeemed		(580,359,060	)		(369,126,556	)		(22,910,555	)		(25,006,303	)
Net increase (decrease) in net assets resulting from capital share transactions		258,812,494			(47,412,099	)		(14,853,890	)		(6,826,790	)
Net increase (decrease) in net assets		373,404,362			41,705,775			(14,080,358	)		(9,986,597	)
NET ASSETS:
Beginning of year		976,661,420			934,955,645			58,126,163			68,112,760
End of year	$	1,350,065,782		$	976,661,420		$	44,045,805		$	58,126,163
Undistributed net investment income at end of year	$	—		$	—		$	—		$	—

See Accompanying Notes to Financial Statements
98

STATEMENTS OF CHANGES IN NET ASSETS

	ING Lord Abbett U.S. Government Securities Portfolio			ING Neuberger Berman Partners Portfolio
	January 3, 2006⁽¹⁾ to December 31, 2006			January 3, 2006⁽¹⁾ to December 31, 2006
FROM OPERATIONS:
Net investment income	$	2,070,072		$	1,099,787
Net realized gain (loss) on investments and foreign currency related transactions		(258,122	)		20,100,578
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		373,401			(5,615,173	)
Net increase in net assets resulting from operations		2,185,351			15,585,192
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(1,544,159	)		—
Class S		(574,796	)		—
Class ADV		(44	)		—
Total distributions		(2,118,999	)		—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		75,533,877			357,380,071
Proceeds issued in merger		—			178,456,953
Dividends reinvested		2,003,224			—
		77,537,101			535,837,024
Cost of shares redeemed		(28,297,129	)		(137,892,684	)
Net increase in net assets resulting from capital share transactions		49,239,972			397,944,340
Net increase in net assets		49,306,324			413,529,532
NET ASSETS:
End of year	$	49,306,324		$	413,529,532
Undistributed net investment income at end of year	$	—		$	1,130,355

(1) Commencement of operations

See Accompanying Notes to Financial Statements
99

STATEMENTS OF CHANGES IN NET ASSETS

	ING Neuberger Berman Regency Portfolio			ING OpCap Balanced Value Portfolio
	January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income	$	49,220		$	1,008,985		$	846,520
Net realized gain on investments		64,825			9,325,152			7,799,945
Net change in unrealized appreciation or depreciation on investments		733,942			(1,112,478	)		(5,196,957	)
Net increase in net assets resulting from operations		847,987			9,221,659			3,449,508
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(26,062	)		(63,166	)		(28,329	)
Class S		(18,035	)		(755,243	)		(520,776	)
Class ADV		(4	)		(28,385	)		(7,580	)
Net realized gains:
Class I		(17,052	)		—			—
Class S		(17,975	)		—			—
Class ADV		(3	)		—			—
Total distributions		(79,131	)		(846,794	)		(556,685	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		13,473,019			7,538,615			13,204,322
Dividends reinvested		41,323			846,794			556,685
		13,514,342			8,385,409			13,761,007
Cost of shares redeemed		(1,749,824	)		(57,097,899	)		(56,688,446	)
Net increase (decrease) in net assets resulting from capital share transactions		11,764,518			(48,712,490	)		(42,927,439	)
Net increase (decrease) in net assets		12,533,374			(40,337,625	)		(40,034,616	)
NET ASSETS:
Beginning of period		—			127,937,014			167,971,630
End of period	$	12,533,374		$	87,599,389		$	127,937,014
Undistributed net investment income at end of period	$	3,991		$	1,006,530		$	844,339

(1) Commencement of operations

See Accompanying Notes to Financial Statements
100

STATEMENTS OF CHANGES IN NET ASSETS

	ING Oppenheimer Global Portfolio						ING Oppenheimer Strategic 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	$	24,110,216		$	18,731,629		$	24,148,137		$	10,527,028
Net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		107,109,224			38,078,729			(2,389,860	)		(4,426,128	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		295,576,411			301,396,130			10,034,887			(432,116	)
Net increase in net assets resulting from operations		426,795,851			358,206,488			31,793,164			5,668,784
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(1,633,130	)		(18,570,448	)		(1,398,755	)		(6,830,671	)
Class S		(64,010	)		(262,232	)		(62,039	)		(1,224,476	)
Class ADV		(65,785	)		(274,831	)		(14,604	)		(97,781	)
Net realized gains:
Class I		(3,444,323	)		(38,556,836	)		—			—
Class S		(150,378	)		(623,934	)		—			—
Class ADV		(177,950	)		(1,887,663	)		—			—
Total distributions		(5,535,576	)		(60,175,944	)		(1,475,398	)		(8,152,928	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		219,061,778			1,313,067,141			90,602,877			257,525,626
Dividends reinvested		5,535,576			60,175,944			1,475,398			8,152,928
		224,597,354			1,373,243,085			92,078,275			265,678,554
Cost of shares redeemed		(296,392,861	)		(251,779,828	)		(65,688,710	)		(62,468,193	)
Net increase (decrease) in net assets resulting from capital share transactions		(71,795,507	)		1,121,463,257			26,389,565			203,210,361
Net increase in net assets		349,464,768			1,419,493,801			56,707,331			200,726,217
NET ASSETS:
Beginning of year		2,409,542,698			990,048,897			368,500,377			167,774,160
End of year	$	2,759,007,466		$	2,409,542,698		$	425,207,708		$	368,500,377
Undistributed net investment income (accumulated net investment loss) at end of year	$	28,989,763		$	1,566,525		$	19,686,469		$	(301,523	)

See Accompanying Notes to Financial Statements
101

STATEMENTS OF CHANGES IN NET ASSETS

	ING PIMCO Total Return Portfolio						ING Pioneer High Yield Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			January 3, 2006⁽¹⁾ to December 31, 2006
FROM OPERATIONS:
Net investment income	$	12,142,759		$	6,658,839		$	4,581,905
Net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		1,214,775			(1,344,837	)		318,237
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		334,694			(594,196	)		2,589,294
Net increase in net assets resulting from operations		13,692,228			4,719,806			7,489,436
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(4,464,221	)		(2,420,204	)		(3,999,136	)
Class S		(1,499,405	)		(1,260,749	)		(466,680	)
Class ADV		(429,622	)		(278,056	)		(175,101	)
Net realized gains:
Class I		—			(1,621,001	)		(331,780	)
Class S		—			(946,778	)		(23,180	)
Class ADV		—			(236,721	)		(1,397	)
Total distributions		(6,393,248	)		(6,763,509	)		(4,997,274	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		131,923,895			156,194,807			147,746,231
Dividends reinvested		6,393,248			6,763,509			4,830,169
		138,317,143			162,958,316			152,576,400
Cost of shares redeemed		(96,199,045	)		(59,280,406	)		(26,320,610	)
Net increase in net assets resulting from capital share transactions		42,118,098			103,677,910			126,255,790
Net increase in net assets		49,417,078			101,634,207			128,747,952
NET ASSETS:
Beginning of year		283,407,100			181,772,893			—
End of year	$	332,824,178		$	283,407,100		$	128,747,952
Undistributed net investment income at end of year	$	14,285,429		$	6,533,108		$	2,120

(1) Commencement of operations

See Accompanying Notes to Financial Statements
102

STATEMENTS OF CHANGES IN NET ASSETS

	ING T. Rowe Price Diversified Mid Cap Growth Portfolio						ING T. Rowe Price Growth Equity 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)	$	1,957,378		$	(747,595	)	$	7,028,530		$	3,158,210
Net realized gain on investments and foreign currency related transactions		98,051,061			21,391,388			71,505,254			54,315,097
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		2,141,735			124,275,272			83,050,300			8,240,956
Net increase in net assets resulting from operations		102,150,174			144,919,065			161,584,084			65,714,263
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		—			—			(2,793,872	)		(4,157,878	)
Class S		—			—			—			(459,082	)
Class ADV		—			—			—			(86,062	)
Net realized gains:
Class I		(23,791,368	)		(18,009,139	)		(1,879,138	)		—
Class S		(530,826	)		(369,650	)		(77,274	)		—
Class ADV		(1,209,471	)		(1,195,725	)		(164,722	)		—
Total distributions		(25,531,665	)		(19,574,514	)		(4,915,006	)		(4,703,022	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		98,056,004			705,259,094			463,870,698			261,255,686
Dividends reinvested		25,531,665			19,574,514			4,915,006			4,703,022
		123,587,669			724,833,608			468,785,704			265,958,708
Cost of shares redeemed		(297,212,857	)		(211,755,331	)		(358,916,531	)		(106,445,922	)
Net increase (decrease) in net assets resulting from capital share transactions		(173,625,188	)		513,078,277			109,869,173			159,512,786
Net increase (decrease) in net assets		(97,006,679	)		638,422,828			266,538,251			220,524,027
NET ASSETS:
Beginning of year		1,222,787,959			584,365,131			1,148,069,998			927,545,971
End of year	$	1,125,781,280		$	1,222,787,959		$	1,414,608,249		$	1,148,069,998
Undistributed net investment income at end of year	$	1,957,378		$	—		$	6,772,277		$	2,799,826

See Accompanying Notes to Financial Statements
103

STATEMENTS OF CHANGES IN NET ASSETS

	ING Templeton Foreign Equity Portfolio			ING Thornburg Value Portfolio
	January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2005
FROM OPERATIONS:
Net investment income	$	488,803		$	956,724		$	892,887
Net realized gain on investments and foreign currency related transactions		34,814			15,702,977			21,394,227
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		5,670,567			12,080,692			(20,168,080	)
Net increase in net assets resulting from operations		6,194,184			28,740,393			2,119,034
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(120,416	)		(882,011	)		(1,677,923	)
Class S		(353,221	)		(742	)		(1,735	)
Class ADV		(11	)		(421	)		(946	)
Net realized gains:
Class I		(7,035	)		—			—
Class S		(22,646	)		—			—
Class ADV		(1	)		—			—
Total distributions		(503,330	)		(883,174	)		(1,680,604	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		46,702,244			13,297,964			5,877,626
Dividends reinvested		375,868			883,174			1,680,604
		47,078,112			14,181,138			7,558,230
Cost of shares redeemed		(5,576,209	)		(40,932,472	)		(50,839,039	)
Net increase (decrease) in net assets resulting from capital share transactions		41,501,903			(26,751,334	)		(43,280,809	)
Net increase (decrease) in net assets		47,192,757			1,105,885			(42,842,379	)
NET ASSETS:
Beginning of period		—			192,476,573			235,318,952
End of period	$	47,192,757		$	193,582,458		$	192,476,573
Undistributed net investment income at end of period	$	1,653		$	926,863		$	880,670

(1) Commencement of operations

See Accompanying Notes to Financial Statements
104

STATEMENTS OF CHANGES IN NET ASSETS

	ING UBS U.S. LargeCap Equity Portfolio						ING UBS U.S. Small Cap Growth Portfolio
	Year Ended December 31, 2006			Year Ended December 31, 2005			April 28, 2006⁽¹⁾ to December 31, 2006
FROM OPERATIONS:
Net investment income (loss)	$	3,086,474		$	2,427,937		$	(44,503	)
Net realized gain (loss) on investments		21,199,886			16,383,118			(27,700	)
Net change in unrealized appreciation or depreciation on investments		22,179,628			5,356,121			905,379
Net increase in net assets resulting from operations		46,465,988			24,167,176			833,176
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(2,308,904	)		(2,317,124	)		—
Class S		(110,985	)		(36,503	)		—
Class ADV		(9,291	)		(913	)		—
Net realized gains:
Class I		—			—			(190,476	)
Class S		—			—			(43,189	)
Class ADV		—			—			(8	)
Total distributions		(2,429,180	)		(2,354,540	)		(233,673	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		123,409,952			36,702,100			34,639,445
Dividends reinvested		2,429,180			2,354,540			191,856
		125,839,132			39,056,640			34,831,301
Cost of shares redeemed		(63,216,458	)		(49,737,719	)		(7,946,996	)
Net increase (decrease) in net assets resulting from capital share transactions		62,622,674			(10,681,079	)		26,884,305
Net increase in net assets		106,659,482			11,131,557			27,483,808
NET ASSETS:
Beginning of year		280,784,344			269,652,787			—
End of year	$	387,443,826		$	280,784,344		$	27,483,808
Undistributed net investment income at end of year	$	3,083,237		$	2,425,943		$	43

(1) Commencement of operations

See Accompanying Notes to Financial Statements
105

STATEMENTS OF CHANGES IN NET ASSETS

	ING Van Kampen Comstock Portfolio						ING Van Kampen Equity 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	$	15,070,077		$	7,267,851		$	24,109,993		$	18,761,491
Net realized gain on investments and foreign currency related transactions		27,683,718			41,320,450			27,988,516			28,387,584
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		89,764,920			(22,798,099	)		65,730,154			39,278,253
Net increase in net assets resulting from operations		132,518,715			25,790,202			117,828,663			86,427,328
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(4,223,582	)		(597,068	)		(16,983,138	)		(934,945	)
Class S		(2,802,840	)		(2,370,408	)		(1,563,228	)		—
Class ADV		(241,587	)		(58,758	)		(264,974	)		(2,613	)
Net realized gains:
Class I		(20,901,834	)		(3,495,178	)		(30,185,503	)		(937,820	)
Class S		(19,152,742	)		(16,744,159	)		(2,949,494	)		(29,541	)
Class ADV		(1,609,973	)		(638,099	)		(581,467	)		(11,548	)
Total distributions		(48,932,558	)		(23,903,670	)		(52,527,804	)		(1,916,467	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		634,525,643			315,024,796			90,334,622			572,188,500
Dividends reinvested		48,932,558			23,903,670			52,527,804			1,916,468
		683,458,201			338,928,466			142,862,426			574,104,968
Cost of shares redeemed		(433,245,639	)		(44,956,448	)		(98,160,881	)		(331,095,654	)
Net increase in net assets resulting from capital share transactions		250,212,562			293,972,018			44,701,545			243,009,314
Net increase in net assets		333,798,719			295,858,550			110,002,404			327,520,175
NET ASSETS:
Beginning of year		696,533,195			400,674,645			922,097,043			594,576,868
End of year	$	1,030,331,914		$	696,533,195		$	1,032,099,447		$	922,097,043
Undistributed net investment income at end of year	$	15,068,013		$	7,265,945		$	24,096,125		$	18,809,095

See Accompanying Notes to Financial Statements
106

ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO

FINANCIAL
HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		14.24			14.22			13.03		9.97		12.90
Income (loss) from investment operations:
Net investment income	$		0.26	*		0.21			0.17		0.06		0.03
Net realized and unrealized gain (loss) on investments	$		2.42			0.00	**		1.15		3.09		(2.94	)
Total from investment operations	$		2.68			0.21			1.32		3.15		(2.91	)
Less distributions:
Net investment income	$		0.14			0.19			0.13		0.09		0.01
Net realized gain on investments	$		0.75			—			—		—		0.01
Total distributions	$		0.89			0.19			0.13		0.09		0.02
Net asset value, end of year	$		16.03			14.24			14.22		13.03		9.97
Total Return⁽¹⁾	%		19.58			1.51			10.24		31.74		(22.59	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		82,254			39,624			2,956		1,077		35
Ratios to average net assets:
Expenses	%		1.00			1.00			1.00		1.00		1.00
Net investment income	%		1.73			1.50			1.39		1.20		0.98
Portfolio turnover rate	%		56			105			38		38		47
		Class S
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		14.20			14.17			12.98		9.94		12.89
Income (loss) from investment operations:
Net investment income	$		0.21	*		0.15			0.15		0.11		0.07
Net realized and change in unrealized gain (loss) on investments	$		2.43			0.02			1.14		3.00		(3.01	)
Total from investment operations	$		2.64			0.17			1.29		3.11		(2.94	)
Less distributions:
Net investment income	$		0.04			0.14			0.10		0.07		0.00	**
Net realized gain on investments	$		0.75			—			—		—		0.01
Total distributions	$		0.79			0.14			0.10		0.07		0.01
Net asset value, end of year	$		16.05			14.20			14.17		12.98		9.94
Total Return⁽¹⁾	%		19.30			1.26			10.05		31.34		(22.84	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		23,019			43,127			66,267		63,547		46,345
Ratios to average net assets:
Expenses	%		1.25			1.25			1.25		1.25		1.25
Net investment income	%		1.43			1.06			1.05		1.00		0.70
Portfolio turnover rate	%		56			105			38		38		47

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
107

ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		14.08			14.05			12.89		9.90		12.89
Income (loss) from investment operations:
Net investment income	$		0.18	*		0.12	*		0.10		0.08		0.03
Net realized and unrealized gain (loss) on investments	$		2.38			0.03			1.14		2.99		(3.00	)
Total from investment operations	$		2.56			0.15			1.24		3.07		(2.97	)
Less distributions:
Net investment income	$		0.09			0.12			0.08		0.08		0.01
Net realized gain on investments	$		0.75			—			—		—		0.01
Total distributions	$		0.84			0.12			0.08		0.08		0.02
Net asset value, end of year	$		15.80			14.08			14.05		12.89		9.90
Total Return⁽¹⁾	%		18.89			1.09			9.70		31.13		(23.08	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		10,524			11,806			8,684		7,313		5,197
Ratios to average net assets:
Expenses	%		1.50			1.50			1.50		1.50		1.50
Net investment income	%		1.21			0.87			0.81		0.75		0.99
Portfolio turnover rate	%		56			105			38		38		47

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
108

ING AMERICAN CENTURY SELECT PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		9.44			9.35			8.90			6.62			9.85
Income (loss) from investment operations:
Net investment income (loss)	$		0.08	**		0.03			0.00	*		(0.01	)		(0.00	)*
Net realized and unrealized gain (loss) on investments	$		(0.24	)		0.06			0.45			2.29			(3.23	)
Total from investment operations	$		(0.16	)		0.09			0.45			2.28			(3.23	)
Less distributions:
Net investment income	$		0.12			—			—			—			—
Total distributions	$		0.12			—			—			—			—
Net asset value, end of year	$		9.16			9.44			9.35			8.90			6.62
Total Return⁽¹⁾	%		(1.61	)		0.96	†		5.06			34.44			(32.79	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		308,346			404,822			202,265			721			82
Ratios to average net assets:
Expenses	%		0.66			0.66			0.90			1.00			1.00
Net investment income (loss)	%		0.87			0.41			0.38			(0.21	)		(0.09	)
Portfolio turnover rate	%		220			133			506			169			245
		Class S
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		9.33			9.27			8.85			6.60			9.85
Income (loss) from investment operations:
Net investment income (loss)	$		0.06	**		0.02			(0.00	)*		(0.02	)		(0.01	)
Net realized and unrealized gain (loss) on investments	$		(0.23	)		0.04			0.42			2.27			(3.24	)
Total from investment operations	$		(0.17	)		0.06			0.42			2.25			(3.25	)
Less distributions:
Net investment income	$		0.07			—			—			—			—
Total distributions	$		0.07			—			—			—			—
Net asset value, end of year	$		9.09			9.33			9.27			8.85			6.60
Total Return⁽¹⁾	%		(1.75	)		0.65	†		4.75			34.29			(33.10	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		4,602			8,168			13,482			2,874			321
Ratios to average net assets:
Expenses	%		0.91			0.91			1.15			1.25			1.25
Net investment income (loss)	%		0.62			0.11			(0.10	)		(0.45	)		(0.31	)
Portfolio turnover rate	%		220			133			506			169			245

⁽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 changes.

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

** Per share numbers have been calculated using average number of shares outstanding throughout the period.

† In 2005, the Sub-Adviser fully reimbursed the Portfolio for a loss on a transaction not meeting the Portfolio's investment guidelines, which does not impact total return.

See Accompanying Notes to Financial Statements
109

ING AMERICAN CENTURY SELECT PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		9.24			9.20			8.81			6.58			9.85
Income (loss) from investment operations:
Net investment income (loss)	$		0.03	*		(0.01	)		(0.08	)		(0.05	)		(0.05	)
Net realized and unrealized gain (loss) on investments	$		(0.22	)		0.05			0.47			2.28			(3.22	)
Total from investment operations	$		(0.19	)		0.04			0.39			2.23			(3.27	)
Less distributions:
Net investment income	$		0.04			—			—			—			—
Total distributions	$		0.04			—			—			—			—
Net asset value, end of year	$		9.01			9.24			9.20			8.81			6.58
Total Return⁽¹⁾	%		(2.01	)		0.43	†		4.43			33.89			(33.20	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		11,106			21,390			30,324			53,998			45,533
Ratios to average net assets:
Expenses	%		1.16			1.16			1.40			1.50			1.50
Net investment income (loss)	%		0.36			(0.13	)		(0.60	)		(0.70	)		(0.65	)
Portfolio turnover rate	%		220			133			506			169			245

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

† In 2005, the Sub-Adviser fully reimbursed the Portfolio for a loss on a transaction not meeting the Portfolio's investment guidelines, which did not impact total return.

See Accompanying Notes to Financial Statements
110

ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO

FINANCIAL
HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		Year Ended December 31,										May 1, 2002⁽¹⁾ to December 31,
		2006			2005		2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$		11.77			12.24		10.77			8.16		10.00
Income (loss) from investment operations:
Net investment income	$		0.09	*		0.06		0.03			0.02		0.01
Net realized and unrealized gain (loss) on investments	$		1.75			0.94		2.28			2.89		(1.84	)
Total from investment operations	$		1.84			1.00		2.31			2.91		(1.83	)
Less distributions:
Net investment income	$		0.00	**		0.05		0.02			0.03		0.01
Net realized gain on investments	$		0.03			1.42		0.82			0.27		—
Total distributions	$		0.03			1.47		0.84			0.30		0.01
Net asset value, end of period	$		13.58			11.77		12.24			10.77		8.16
Total Return⁽²⁾	%		15.75			8.17		21.61			35.84		(18.36	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		48,088			46,237		28,433			8,007		669
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾	%		1.22			1.30		1.30			1.32		1.40
Gross expenses prior to expense reimbursement⁽³⁾	%		1.25			1.30		1.30			1.40		1.40
Net investment income after expense reimbursement⁽³⁾	%		0.71			0.61		0.35			0.53		0.48
Portfolio turnover rate	%		156			101		107			137		70
		Class S
		Year Ended December 31,										May 1, 2002⁽¹⁾to December 31,
		2006			2005		2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$		11.74			12.22		10.76			8.15		10.00
Income (loss) from investment operations:
Net investment income	$		0.05			0.04		0.00	**		0.02		0.00	**
Net realized and unrealized gain (loss) on investments	$		1.75			0.92		2.28			2.87		(1.85	)
Total from investment operations	$		1.80			0.96		2.28			2.89		(1.85	)
Less distributions:
Net investment income	$		0.00	**		0.02		0.00	**		0.01		0.00	**
Net realized gain on investments	$		0.03			1.42		0.82			0.27		—
Total distributions	$		0.03			1.44		0.82			0.28		0.00
Net asset value, end of period	$		13.51			11.74		12.22			10.76		8.15
Total Return⁽²⁾	%		15.43			7.85		21.34			35.49		(18.48	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		47,839			43,053		37,816			12,363		6,324
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾	%		1.47			1.55		1.55			1.57		1.65
Gross expenses prior to expense reimbursement⁽³⁾	%		1.50			1.55		1.55			1.65		1.65
Net investment income after expense reimbursement⁽³⁾	%		0.39			0.35		0.09			0.23		0.09
Portfolio turnover rate	%		156			101		107			137		70

⁽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 changes. Total return for periods less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

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

** Amount is less than $ 0.005.

See Accompanying Notes to Financial Statements
111

ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class ADV
		Year Ended December 31,											May 1, 2002⁽¹⁾to December 31,
		2006			2005		2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		11.63			12.13		10.71			8.13			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.02			0.01		(0.02	)		0.01			0.00	*
Net realized and unrealized gain (loss) on investments	$		1.73			0.92		2.26			2.84			(1.86	)
Total from investment operations	$		1.75			0.93		2.24			2.85			(1.86	)
Less distributions:
Net investment income	$		0.00	*		0.01		—			0.00	*		0.01
Net realized gain on investments	$		0.03			1.42		0.82			0.27			—
Total distributions	$		0.03			1.43		0.82			0.27			0.01
Net asset value, end of period	$		13.35			11.63		12.13			10.71			8.13
Total Return⁽²⁾	%		15.14			7.65		21.03			35.08			(18.62	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		12,602			11,023		5,266			2,843			815
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾	%		1.72			1.80		1.80			1.82			1.90
Gross expenses prior to expense reimbursement⁽³⁾	%		1.75			1.80		1.80			1.90			1.90
Net investment income (loss) after expense reimbursement⁽³⁾	%		0.18			0.10		(0.14)			0.00*			0.06
Portfolio turnover rate	%		156			101		107			137			70

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Amount is less than $0.005 or 0.005%.

See Accompanying Notes to Financial Statements
112

ING BARON ASSET PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I			Class S
		January 3, 2006⁽¹⁾ to December 31, 2006			May 3 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00			10.73
Income (loss) from investment operations:
Net investment income (loss)	$		(0.00	)**		0.03	*
Net realized and unrealized gain on investments	$		1.14			0.34
Total from investment operations	$		1.14			0.37
Net asset value, end of period	$		11.14			11.10
Total Return⁽²⁾	%		11.40			3.45
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		5,583			313
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		1.05			1.30
Gross expenses prior to expense reimbursement⁽³⁾	%		1.58			1.83
Net investment loss after expense reimbursement⁽³⁾⁽⁴⁾	%		(0.05	)		0.31
Portfolio turnover rate	%		23			23

		Class ADV
		January 18, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.04
Income (loss) from investment operations:
Net investment loss	$		(0.06	)
Net realized and unrealized income on investments	$		1.11
Total from investment operations	$		1.05
Net asset value, end of period	$		11.09
Total Return⁽²⁾	%		10.46
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		3,211
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		1.55
Gross expenses prior to expense reimbursement⁽³⁾	%		2.08
Net investment loss after expense reimbursement⁽³⁾⁽⁴⁾	%		(0.57	)
Portfolio turnover rate	%		23

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ The Investment Adviser has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by the Investment Adviser within three years of being incurred.

* Per share numbers have been calculated using the average number of shares outstanding throughout the period.

** Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
113

ING BARON SMALL CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		Year Ended December 31,												May 1, 2002⁽¹⁾ to December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		16.21			15.06			11.74			8.77			10.00
Income (loss) from investment operations:
Net investment loss	$		(0.02	)		(0.14	)*		(0.07	)		(0.05	)		(0.03	)
Net realized and unrealized gain (loss) on investments	$		2.51			1.29			3.39			3.02			(1.20	)
Total from investment operations	$		2.49			1.15			3.32			2.97			(1.23	)
Less distributions:
Net realized gain on investments	$		0.15			—			—			—			—
Total distributions	$		0.15			—			—			—			—
Net asset value, end of period	$		18.55			16.21			15.06			11.74			8.77
Total Return⁽²⁾	%		15.54			7.64			28.28			33.87			(12.30	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		130,780			81,664			29,954			10,522			706
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture⁽³⁾	%		1.08			1.20			1.20			1.21			1.25
Net expenses after expense reimbursement and prior to brokerage commission recapture⁽³⁾	%		1.08			1.20			1.20			1.21			1.25
Gross expenses prior to expense reimbursement and brokerage commission recapture⁽³⁾	%		1.08			1.25			1.20			1.25			1.25
Net investment loss after expense reimbursement and brokerage commission recapture⁽³⁾	%		(0.13	)		(0.87	)		(0.71	)		(0.90	)		(1.01	)
Portfolio turnover rate	%		15			11			19			19			12
		Class S
		Year Ended December 31,												May 1, 2002⁽¹⁾to December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		16.06			14.96			11.69			8.76			10.00
Income (loss) from investment operations:
Net investment loss	$		(0.06	)		(0.14	)*		(0.09	)		(0.07	)		(0.06	)
Net realized and unrealized gain (loss) on investments	$		2.48			1.24			3.36			3.00			(1.18	)
Total from investment operations	$		2.42			1.10			3.27			2.93			(1.24	)
Less distributions:
Net realized gain on investments	$		0.15			—			—			—			—
Total distributions	$		0.15			—			—			—			—
Net asset value, end of period	$		18.33			16.06			14.96			11.69			8.76
Total Return⁽²⁾	%		15.24			7.35			27.97			33.45			(12.40	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		299,287			207,527			114,112			44,200			7,793
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture⁽³⁾	%		1.33			1.45			1.45			1.46			1.50
Net expenses after expense reimbursement and prior to brokerage commission recapture⁽³⁾	%		1.33			1.45			1.45			1.46			1.50
Gross expenses prior to expense reimbursement and brokerage commission recapture⁽³⁾	%		1.33			1.50			1.45			1.50			1.50
Net investment loss after expense reimbursement and brokerage commission recapture⁽³⁾	%		(0.38	)		(0.92	)		(0.96	)		(1.15	)		(1.23	)
Portfolio turnover rate	%		15			11			19			19			12

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
114

ING BARON SMALL CAP GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class ADV
		Year Ended December 31,												May 1, 2002⁽¹⁾to December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		15.90			14.85			11.64			8.74			10.00
Income (loss) from investment operations:
Net investment loss	$		(0.10	)		(0.19	)*		(0.09	)		(0.12	)		(0.02	)
Net realized and unrealized gain (loss) on investments	$		2.46			1.24			3.30			3.02			(1.24	)
Total from investment operations	$		2.36			1.05			3.21			2.90			(1.26	)
Less distributions:
Net realized gain on investments	$		0.15			—			—			—			—
Total distributions	$		0.15			—			—			—			—
Net asset value, end of period	$		18.11			15.90			14.85			11.64			8.74
Total Return⁽²⁾	%		15.02			7.07			27.58			33.18			(12.60	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		45,591			31,565			17,106			3,950			2,131
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture⁽³⁾	%		1.58			1.70			1.70			1.71			1.75
Net expenses after expense reimbursement and prior to brokerage commission recapture⁽³⁾	%		1.58			1.70			1.70			1.71			1.75
Gross expenses prior to expense reimbursements and brokerage commission recapture⁽³⁾	%		1.58			1.75			1.70			1.75			1.75
Net investment loss after expense reimbursement and brokerage commission recapture⁽³⁾	%		(0.63	)		(1.23	)		(1.22	)		(1.42	)		(1.56	)
Portfolio turnover rate	%		15			11			19			19			12

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
115

ING COLUMBIA SMALL CAP VALUE II PORTFOLIO

FINANCIAL
HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		April 28, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00
Income from investment operations:
Net investment income	$		0.05
Net realized and unrealized income on investments	$		0.12
Total from investment operations	$		0.17
Net asset value, end of period	$		10.17
Total Return⁽²⁾	%		1.70
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		11,698
Ratios to average net assets:
Net expenses after brokerage commission recapture⁽³⁾	%		0.96
Net expenses prior to brokerage commission recapture⁽³⁾	%		0.99
Gross expenses prior to brokerage commission recapture⁽³⁾	%		0.99
Net investment income after brokerage commission recapture⁽³⁾	%		0.78
Portfolio turnover rate	%		48

		Class S			Class ADV
		May 1, 2006⁽¹⁾ to December 31, 2006			December 29, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		9.95			10.15
Income from investment operations:
Net investment income (loss)	$		0.04	*		(0.00	)**
Net realized and unrealized income on investments	$		0.16			—
Total from investment operations	$		0.20			(0.00	)**
Net asset value, end of period	$		10.15			10.15
Total Return⁽²⁾	%		2.01			—
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		76,010			1
Ratios to average net assets:
Net expenses after brokerage commission recapture⁽³⁾	%		1.21			1.46
Net expenses prior to brokerage commission recapture⁽³⁾	%		1.24			1.49
Gross expenses prior to brokerage commission recapture⁽³⁾	%		1.24			1.49
Net investment income (loss) after brokerage commission recapture⁽³⁾	%		0.53			(1.46	)
Portfolio turnover rate	%		48			48

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
116

ING DAVIS VENTURE VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		18.79			18.09			16.64			12.00			16.01
Income (loss) from investment operations:
Net investment income (loss)	$		0.18	*		0.06	*		0.05			(0.03	)*		0.10
Net realized and unrealized gain (loss) on investments	$		2.34			0.66			1.40			4.92			(4.01	)
Total from investment operations	$		2.52			0.72			1.45			4.89			(3.91	)
Less distributions:
Net investment income	$		0.01			0.02			—			0.25			0.01
Net realized gain on investments	$		1.43			—			—			—			0.09
Total distributions	$		1.44			0.02			—			0.25			0.10
Net asset value, end of year	$		19.87			18.79			18.09			16.64			12.00
Total Return⁽¹⁾	%		14.19			4.10			8.71			41.06			(24.42	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		59,749			3,108			3,295			2,102			62
Ratios to average net assets:
Expenses	%		0.90			1.07			1.10			1.10			1.10
Net investment income (loss)	%		0.94			0.33			0.31			(0.21	)		2.13
Portfolio turnover rate	%		6			110			33			105			114
		Class S
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		18.69			17.99			16.59			11.97			16.01
Income (loss) from investment operations:
Net investment income (loss)	$		0.13	*		0.01	*		0.00	**		(0.02	)*		0.21
Net realized and unrealized gain (loss) on investments	$		2.31			0.69			1.40			4.86			(4.15	)
Total from investment operations	$		2.44			0.70			1.40			4.84			(3.94	)
Less distributions:
Net investment income	$		—			—			—			0.22			0.01
Net realized gain on investments	$		1.43			—			—			—			0.09
Total distributions	$		1.43			—			—			0.22			0.10
Net asset value, end of year	$		19.70			18.69			17.99			16.59			11.97
Total Return⁽¹⁾	%		13.85			3.89			8.44			40.68			(24.62	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		134,821			41,822			56,159			56,159			34,833
Ratios to average net assets:
Expenses	%		1.15			1.32			1.35			1.35			1.35
Net investment income (loss)	%		0.69			0.06			0.02			(0.17	)		1.48
Portfolio turnover rate	%		6			110			33			105			114

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
117

ING DAVIS VENTURE VALUE PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006		2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		18.46		17.82			16.47			11.94			16.01
Income (loss) from investment operations:
Net investment income (loss)	$		0.07		(0.03	)*		(0.02	)		(0.07	)*		0.06
Net realized and unrealized gain (loss) on investments	$		2.29		0.67			1.37			4.85			(4.03	)
Total from investment operations	$		2.36		0.64			1.35			4.78			(3.97	)
Less distributions:
Net investment income	$		—		0.00	**		—			0.25			0.01
Net realized gain on investments	$		1.43		—			—			—			0.09
Total distributions	$		1.43		0.00	**		—			0.25			0.10
Net asset value, end of year	$		19.39		18.46			17.82			16.47			11.94
Total Return⁽¹⁾	%		13.58		3.62			8.20			40.31			(24.79	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		13,203		11,305			10,195			3,299			535
Ratios to average net assets:
Expenses	%		1.40		1.57			1.60			1.60			1.60
Net investment income (loss)	%		0.44		(0.18	)		(0.18	)		(0.51	)		1.79
Portfolio turnover rate	%		6		110			33			105			114

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
118

ING FUNDAMENTAL RESEARCH PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		9.10			8.71			7.97		6.30		8.16
Income (loss) from investment operations:
Net investment income	$		0.10	**		0.07	**		0.07		0.04		0.03
Net realized and unrealized gain (loss) on investments	$		1.02			0.44			0.73		1.70		(1.89	)
Total from investment operations	$		1.12			0.51			0.80		1.74		(1.86	)
Less distributions:
Net investment income	$		0.03			0.12			0.06		0.07		0.00	*
Net realized gain on investments	$		0.15			—			—		—		0.00	*
Total distributions	$		0.18			0.12			0.06		0.07		0.00
Net asset value, end of year	$		10.04			9.10			8.71		7.97		6.30
Total Return⁽¹⁾	%		12.49			5.90			10.19		27.74		(22.76	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		59,969			10,591			4,047		650		199
Ratios to average net assets:
Net expenses after expense reimbursement⁽²⁾	%		0.76			0.80			0.80		0.80		0.80
Gross expenses prior to expense reimbursement	%		0.80			0.80			0.80		0.80		0.80
Net investment income after expense reimbursement⁽²⁾	%		1.10			0.78			1.33		1.03		1.08
Portfolio turnover rate	%		194			220			91		35		60
		Class S
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		9.10			8.70			7.96		6.29		8.16
Income (loss) from investment operations:
Net investment income	$		0.07			0.05	**		0.08		0.06		0.05
Net realized and unrealized gain (loss) on investments	$		1.02			0.44			0.71		1.66		(1.92	)
Total from investment operations	$		1.09			0.49			0.79		1.72		(1.87	)
Less distributions:
Net investment income	$		0.01			0.09			0.05		0.05		0.00	*
Net realized gain on investments	$		0.15			—			—		—		0.00	*
Total distributions	$		0.16			0.09			0.05		0.05		0.00
Net asset value, end of year	$		10.03			9.10			8.70		7.96		6.29
Total Return⁽¹⁾	%		12.14			5.71			9.95		27.38		(22.89	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		35,245			26,757			39,657		37,612		32,443
Ratios to average net assets:
Net expenses after expense reimbursement⁽²⁾	%		1.01			1.05			1.05		1.05		1.05
Gross expenses prior to expense reimbursement	%		1.05			1.05			1.05		1.05		1.05
Net investment income after expense reimbursement⁽²⁾	%		0.70			0.55			0.93		0.74		0.57
Portfolio turnover rate	%		194			220			91		35		60

⁽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 changes.

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

* Amount is less than $0.005.

** Per share numbers have been calculated using the average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
119

ING FUNDAMENTAL RESEARCH PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006		2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		9.02		8.63			7.90		6.28		8.16
Income (loss) from investment operations:
Net investment income	$		0.04		0.03	**		0.05		0.05		0.00	*
Net realized and unrealized gain (loss) on investments	$		1.02		0.43			0.71		1.64		(1.88	)
Total from investment operations	$		1.06		0.46			0.76		1.69		(1.88	)
Less distributions:
Net investment income	$		—		0.07			0.03		0.07		0.00	*
Net realized gain on investments	$		0.15		—			—		—		0.00	*
Total distributions	$		0.15		0.07			0.03		0.07		0.00
Net asset value, end of year	$		9.93		9.02			8.63		7.90		6.28
Total Return⁽¹⁾	%		11.91		5.33			9.73		26.99		(23.03	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		3,867		3,813			3,625		4,669		1,036
Ratios to average net assets:
Net expenses after expense reimbursement⁽²⁾	%		1.26		1.30			1.30		1.30		1.30
Gross expenses prior to expense reimbursement	%		1.30		1.30			1.30		1.30		1.30
Net investment income after expense reimbursement⁽²⁾	%		0.43		0.30			0.61		0.50		0.53
Portfolio turnover rate	%		194		220			91		35		60

⁽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 changes.

* Amount is less than $0.005.

** Per share numbers have been calculated using the average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
120

ING GOLDMAN SACHS® CAPITAL GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		11.49			11.31			10.40			8.40		11.15
Income (loss) from investment operations:
Net investment income (loss)	$		0.01			(0.00	)**		0.05			0.02		0.01
Net realized and unrealized gain (loss) on investments	$		1.00			0.24			0.89			1.98		(2.76	)
Total from investment operations	$		1.01			0.24			0.94			2.00		(2.75	)
Less distributions:
Net investment income	$		—			0.06			0.03			—		0.00	*
Total distributions	$		—			0.06			0.03			—		0.00
Net asset value, end of year	$		12.50			11.49			11.31			10.40		8.40
Total Return⁽¹⁾	%		8.79			2.17			9.08			23.81		(24.65	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		3,191			2,806			1,761			1,210		173
Ratios to net assets:
Net expenses after brokerage commission recapture	%		0.89			1.05			1.05			1.05		1.05
Gross expenses prior to brokerage commission recapture	%		0.90			1.05			1.05			1.05		1.05
Net investment income (loss) after brokerage commission recapture	$		0.08			(0.01	)		0.54			0.30		0.45
Portfolio turnover rate	$		56			34			46			23		32
		Class S
		Year Ended December 31,
		2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		11.44			11.26			10.36			8.38		11.15
Income (loss) from investment operations:
Net investment income (loss)	$		(0.03	)		(0.03	)**		0.02			0.01		(0.01	)
Net realized and unrealized gain (loss) on investments	$		1.01			0.24			0.88			1.97		(2.76	)
Total from investment operations	$		0.98			0.21			0.90			1.98		(2.77	)
Less distributions:
Net investment income	$		—			0.03			0.00	*		—		0.00	*
Total distributions	$		—			0.03			0.00			—		0.00
Net asset value, end of year	$		12.42			11.44			11.26			10.36		8.38
Total Return⁽¹⁾	%		8.57			1.90			8.74			23.63		(24.84	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		31,117			55,785			87,353			90,005		78,023
Ratios to net assets:
Net expenses after brokerage commission recapture	%		1.14			1.30			1.30			1.30		1.30
Gross expenses prior to brokerage commission recapture	%		1.15			1.30			1.30			1.30		1.30
Net investment income (loss) after brokerage commission recapture	%		(0.19	)		(0.26	)		0.28			0.06		(0.08	)
Portfolio turnover rate	%		56			34			46			23		32

⁽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 changes.

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

** Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
121

ING GOLDMAN SACHS® CAPITAL GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006			2005			2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		11.43			11.24			10.36		8.41			11.15
Income (loss) from investment operations:
Net investment income (loss)	$		(0.06	)		(0.06	)*		0.01		(0.02	)		(0.00	)**
Net realized and unrealized gain (loss) on investments	$		1.00			0.25			0.87		1.97			(2.74	)
Total from investment operations	$		0.94			0.19			0.88		1.95			(2.74	)
Less distributions:
Net investment income	$		—			—			—		—			0.00	**
Total distributions	$		—			—			—		—			0.00	**
Net asset value, end of year	$		12.37			11.43			11.24		10.36			8.41
Total Return⁽¹⁾	%		8.22			1.69			8.49		23.19			(24.56	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		2,775			3,845			6,117		5,299			4,124
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		1.39			1.55			1.55		1.55			1.55
Gross expenses prior to brokerage commission recapture	%		1.40			1.55			1.55		1.55			1.55
Net investment income (loss) after brokerage commission recapture	%		(0.44	)		(0.51	)		0.06		(0.19	)		(0.09	)
Portfolio turnover rate	%		56			34			46		23			32

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

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

See Accompanying Notes to Financial Statements
122

ING GOLDMAN SACHS® STRUCTURED EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I												Class S
		December 29, 2006⁽⁴⁾ to December 31,			January 1, 2006 to May 4,			Year Ended December 31				May 1, 2003⁽¹⁾ to December 31,		Year Ended December 31,							May 1, 2003⁽¹⁾ to December 31,
		2006			2006⁽⁴⁾			2005		2004		2003		2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$		11.74			12.50			13.42		12.46		10.00		12.45			13.38		12.44		10.00
Income (loss) from investment operations:
Net investment income (loss)	$		(0.00	)**		0.03	*		0.11		0.14		0.60		0.07	*		0.07		0.11		0.04
Net realized and unrealized gain on investments	$		—			0.77			0.53		1.44		2.40		1.18			0.53		1.43		2.40
Total from investment operations	$		(0.00	)**		0.80			0.64		1.58		2.46		1.25			0.60		1.54		2.44
Less distributions:
Net investment income	$		—			—			0.14		0.06		—		0.13			0.11		0.04		—
Net realized gain on investments	$		—			—			1.42		0.56		—		1.83			1.42		0.56		—
Total distributions	$		—			—			1.56		0.62		—		1.96			1.53		0.60		—
Net asset value, end of period	$		11.74			13.30			12.50		13.42		12.46		11.74			12.45		13.38		12.44
Total Return⁽²⁾	%		—			6.40			5.88		13.32		24.60		11.41			5.54		13.00		24.40
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		1			2			1		1		1		52,035			99,719		113,003		96,497
Ratios to average net assets:
Expenses⁽³⁾	%		0.90			0.90			0.90		0.90		0.90		1.15			1.15		1.15		1.15
Net investment income (loss)⁽³⁾	%		(0.90	)		0.62			0.86		1.16		0.80		0.55			0.54		0.91		0.53
Portfolio turnover rate	%		83			83			108		120		66		83			108		120		66

		Class ADV
		Year Ended December 31,								May 1, 2003⁽¹⁾ to December 31,
		2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$		12.31			13.31			12.42		10.00
Income from investment operations:
Net investment income	$		0.04	*		0.04	*		0.08		0.02
Net realized and unrealized gain on investments	$		1.16			0.52			1.43		2.40
Total from investment operations	$		1.20			0.56			1.51		2.42
Less distributions:
Net investment income	$		0.17			0.14			0.06		—
Net realized gain on investments	$		1.83			1.42			0.56		—
Total distributions	$		2.00			1.56			0.62		—
Net asset value, end of period	$		11.51			12.31			13.31		12.42
Total Return⁽²⁾	%		11.11			5.26			12.76		24.20
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		2,969			953			108		1
Ratios to average net assets:
Expenses⁽³⁾	%		1.40			1.40			1.40		1.40
Net investment income⁽³⁾	%		0.35			0.34			1.14		0.27
Portfolio turnover rate	%		83			108			120		66

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Class I was fully redeemed on May 5, 2006 and recommenced operations on December 29, 2006.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
123

ING JPMORGAN INTERNATIONAL PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		13.43			12.31			10.47		8.16			10.03
Income (loss) from investment operations:
Net investment income	$		0.20	*		0.17	*		0.18		0.14			0.06	*
Net realized and unrealized gain (loss) on investments	$		2.77			1.04			1.79		2.26			(1.88	)
Total from investment operations	$		2.97			1.21			1.97		2.40			(1.82	)
Less distributions:
Net investment income	$		0.14			0.09			0.13		0.09			0.05
Net realized gain on investments	$		—			—			—		—			—
Total distributions	$		0.14			0.09			0.13		0.09			0.05
Net asset value, end of year	$		16.26			13.43			12.31		10.47			8.16
Total Return⁽¹⁾	%		22.20			9.95			18.99		29.45			(18.08	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		941,150			352,116			374,309		338,566			282,054
Ratios to average net assets:
Net expenses after expense reimbursement	%		1.00			1.00			1.00		1.00			1.00
Gross expenses prior to expense reimbursement	%		1.00			1.00			1.00		1.00			1.00
Net investment income after expense reimbursement	%		1.32			1.38			1.46		1.56			0.65
Portfolio turnover rate	%		22			8			12		23			174
		Class S
		Year Ended December 31,
		2006			2005			2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		13.34			12.24			10.44		8.15			10.04
Income (loss) from investment operations:
Net investment income (loss)	$		0.15	*		0.13	*		0.11		(0.05	)		0.02	*
Net realized and unrealized gain (loss) on investments	$		2.77			1.06			1.81		2.43			(1.86	)
Total from investment operations	$		2.92			1.19			1.92		2.38			(1.84	)
Less distributions:
Net investment income	$		0.02			0.09			0.12		0.09			0.05
Total distributions	$		0.02			0.09			0.12		0.09			0.05
Net asset value, end of year	$		16.24			13.34			12.24		10.44			8.15
Total Return⁽¹⁾	%		21.92			9.79			18.65		29.38			(18.29	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		155,075			563,406			201,653		8,034			1
Ratios to average net assets:
Net expenses after expense reimbursement	%		1.25			1.25			1.25		1.25			1.25
Gross expenses prior to expense reimbursement	%		1.25			1.25			1.25		1.25			1.25
Net investment income (loss) after expense reimbursement	%		1.05			1.03			0.85		(0.21)			0.24
Portfolio turnover rate	%		22			8			12		23			174

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
124

ING JPMORGAN INTERNATIONAL PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		13.26			12.18			10.40		8.13		10.03
Income (loss) from investment operations:
Net investment income (loss)	$		0.10	*		0.10	*		0.08		0.05		(0.04	)*
Net realized and unrealized gain (loss) on investments	$		2.76			1.04			1.81		2.30		(1.81	)
Total from investment operations	$		2.86			1.14			1.89		2.35		(1.85	)
Less distributions:
Net investment income	$		0.10			0.06			0.11		0.08		0.05
Total distributions	$		0.10			0.06			0.11		0.08		0.05
Net asset value, end of year	$		16.02			13.26			12.18		10.40		8.13
Total Return⁽¹⁾	%		21.65			9.42			18.34		28.98		(18.48	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		10,215			3,505			2,224		1,184		485
Ratios to average net assets:
Net expenses after expense reimbursement	%		1.50			1.50			1.50		1.50		1.50
Gross expenses prior to expense reimbursement	%		1.50			1.50			1.50		1.50		1.50
Net investment income (loss) after expense reimbursement	%		0.68			0.84			0.85		0.86		(0.45)
Portfolio turnover rate	%		22			8			12		23		174

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
125

ING JPMORGAN MID CAP VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		Year Ended December 31,									May 1, 2002⁽¹⁾ to December 31,
		2006			2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$		14.02			13.93		11.91		9.24		10.00
Income (loss) from investment operations:
Net investment income	$		0.14			0.08		0.04		0.05		0.02
Net realized and unrealized gain (loss) on investments	$		2.21			1.14		2.44		2.75		(0.75	)
Total from investment operations	$		2.35			1.22		2.48		2.80		(0.73	)
Less distributions:
Net investment income	$		0.00	*		0.08		0.04		0.05		0.03
Net realized gain on investments	$		0.11			1.05		0.42		0.08		—
Total distributions	$		0.11			1.13		0.46		0.13		0.03
Net asset value, end of period	$		16.26			14.02		13.93		11.91		9.24
Total Return⁽²⁾	%		16.84			8.71		20.88		30.31		(7.30	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		125,602			80,426		55,163		16,662		957
Ratios to average net assets:
Expenses⁽³⁾	%		1.03			1.10		1.10		1.10		1.10
Net investment income⁽³⁾	%		1.08			0.67		0.49		1.04		0.85
Portfolio turnover rate	%		44			52		45		44		31
		Class S
		Year Ended December 31,									May 1, 2002⁽¹⁾to December 31,
		2006			2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$		13.98			13.89		11.89		9.23		10.00
Income (loss) from investment operations:
Net investment income	$		0.12			0.05		0.02		0.04		0.02
Net realized and unrealized gain (loss) on investments	$		2.18			1.13		2.42		2.73		(0.77	)
Total from investment operations	$		2.30			1.18		2.44		2.77		(0.75	)
Less distributions:
Net investment income	$		0.00	*		0.04		0.02		0.03		0.02
Net realized gain on investments	$		0.11			1.05		0.42		0.08		—
Total distributions	$		0.11			1.09		0.44		0.11		0.02
Net asset value, end of period	$		16.17			13.98		13.89		11.89		9.23
Total Return⁽²⁾	%		16.52			8.49		20.59		30.05		(7.53	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		91,338			78,459		64,420		16,372		6,027
Ratios to average net assets:
Expenses⁽³⁾	%		1.28			1.35		1.35		1.35		1.35
Net investment income⁽³⁾	%		0.81			0.39		0.26		0.61		0.35
Portfolio turnover rate	%		44			52		45		44		31

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Amount is less than $0.005.

See Accompanying Notes to Financial Statements
126

ING JPMORGAN MID CAP VALUE PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class ADV
		Year Ended December 31,										May 1, 2002⁽¹⁾ to December 31,
		2006			2005		2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$		13.89			13.84		11.86			9.22		10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.07			0.02		(0.00	)*		0.03		0.01
Net realized and unrealized gain (loss) on investments	$		2.18			1.11		2.40			2.70		(0.77	)
Total from investment operations	$		2.25			1.13		2.40			2.73		(0.76	)
Less distributions:
Net investment income	$		0.00	*		0.03		—			0.01		0.02
Net realized gain on investments	$		0.11			1.05		0.42			0.08		—
Total distributions	$		0.11			1.08		0.42			0.09		0.02
Net asset value, end of period	$		16.03			13.89		13.84			11.86		9.22
Total Return⁽²⁾	%		16.26			8.11		20.31			29.68		(7.64	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		22,123			12,408		4,980			1,354		331
Ratios to average net assets:
Expenses⁽³⁾	%		1.53			1.60		1.60			1.60		1.60
Net investment income (loss)⁽³⁾	%		0.61			0.20		(0.02	)		0.36		0.26
Portfolio turnover rate	%		44			52		45			44		31

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

See Accompanying Notes to Financial Statements
127

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		44.52			39.95			36.41			26.35			40.73
Income (loss) from investment operations:
Net investment income (loss)	$		(0.02	)*		(0.15	)		0.03			(0.14	)*		(0.11	)
Net realized and unrealized gain (loss) on investments	$		4.60			4.72			3.51			10.20			(14.27	)
Total from investment operations	$		4.58			4.57			3.54			10.06			(14.38	)
Net asset value, end of year	$		49.10			44.52			39.95			36.41			26.35
Total Return⁽¹⁾	%		10.29			11.44	†		9.72			38.18			(35.31	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		1,155,244			531,343			575,903			610,593			452,465
Ratios to average net assets:
Expenses	%		0.80			0.81			0.82			0.83			0.82
Net investment income (loss)	%		(0.05	)		(0.33	)		0.06			(0.46	)		(0.31	)
Portfolio turnover rate	%		6			10			3			0			174
		Class S
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		44.08			39.65			36.23			26.28			40.72
Income (loss) from investment operations:
Net investment loss	$		(0.18	)*		(0.23	)		(0.01	)		(0.28	)*		(0.18	)
Net realized and unrealized gain (loss) on investments	$		4.59			4.66			3.43			10.23			(14.26	)
Total from investment operations	$		4.41			4.43			3.42			9.95			(14.44	)
Net asset value, end of year	$		48.49			44.08			39.65			36.23			26.28
Total Return⁽¹⁾	%		10.00			11.17	†		9.44			37.86			(35.46	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		186,363			437,476			355,857			13,970			7
Ratios to average net assets:
Expenses	%		1.05			1.06			1.07			1.12			1.07
Net investment income (loss)	%		(0.40	)		(0.58	)		(0.04	)		(0.82	)		(0.57	)
Portfolio turnover rate	%		6			10			3			0			174

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

† In 2005, there was no impact on total return from the gain realized on the disposal of investments made in violation of the Portfolio's investment restrictions.

See Accompanying Notes to Financial Statements
128

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		43.64			39.35			36.04			26.22			40.71
Income (loss) from investment operations:
Net investment loss	$		(0.27	)*		(0.33	)*		(0.12	)		(0.28	)*		(0.25	)
Net realized and unrealized gain (loss) on investments	$		4.52			4.62			3.43			10.10			(14.24	)
Total from investment operations	$		4.25			4.29			3.31			9.82			(14.49	)
Net asset value, end of year	$		47.89			43.64			39.35			36.04			26.22
Total Return⁽¹⁾	%		9.74			10.90	†		9.18			37.45			(35.59	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		8,459			7,843			3,196			1,014			489
Ratios to average net assets:
Expenses	%		1.30			1.31			1.32			1.33			1.32
Net investment loss	%		(0.59	)		(0.82	)		(0.45	)		(0.88	)		(0.76	)
Portfolio turnover rate	%		6			10			3			0			174

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

† In 2005, there was no impact on total return from the gain realized on the disposal of investments made in violation of the Portfolio's investment restrictions.

See Accompanying Notes to Financial Statements
129

ING LEGG MASON PARTNERS LARGE CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		Year Ended December 31,									May 1, 2003⁽¹⁾ to December 31,
		2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$		11.66			12.28			12.13			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.01			0.00	*		0.00	*		(0.02	)
Net realized and unrealized gain (loss) on investments	$		0.45			0.53			0.71			2.15
Total from investment operations	$		0.46			0.53			0.71			2.13
Less distributions:
Net realized gain on investments	$		0.18			1.15			0.56			—
Total distributions	$		0.18			1.15			0.56			—
Net asset value, end of period	$		11.94			11.66			12.28			12.13
Total Return⁽²⁾	%		4.19			5.24			6.69			21.30
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		14,283			18,673			18,587			1
Ratios to average net assets:
Expenses⁽³⁾	%		0.84			0.84			0.89			0.90
Net investment income (loss)⁽³⁾	%		0.10			0.01			0.04			(0.26	)
Portfolio turnover rate	%		14			27			291			116
		Class S
		Year Ended December 31,									May 1, 2003⁽¹⁾ to December 31,
		2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$		11.57			12.22			12.11			10.00
Income (loss) from investment operations:
Net investment loss	$		(0.02	)		(0.03	)		(0.00	)*		(0.04	)
Net realized and unrealized gain (loss) on investments	$		0.44			0.53			0.67			2.15
Total from investment operations	$		0.42			0.50			0.67			2.11
Less distributions:
Net realized gain on investments	$		0.18			1.15			0.56			—
Total distributions	$		0.18			1.15			0.56			—
Net asset value, end of period	$		11.81			11.57			12.22			12.11
Total Return⁽²⁾	%		3.88			5.02			6.45			21.00
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		11,402			14,287			16,118			1
Ratios to average net assets:
Expenses⁽³⁾	%		1.09			1.09			1.14			1.15
Net investment loss⁽³⁾	%		(0.16	)		(0.23	)		(0.21	)		(0.53	)
Portfolio turnover rate	%		14			27			291			116

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

See Accompanying Notes to Financial Statements
130

ING LEGG MASON PARTNERS LARGE CAP GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class ADV
		Year Ended December 31,									May 1, 2003⁽¹⁾ to December 31,
		2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$		11.49			12.18			12.09			10.00
Income (loss) from investment operations:
Net investment loss	$		(0.05	)		(0.06	)		(0.08	)		(0.06	)
Net realized and unrealized gain on investments	$		0.44			0.52			0.73			2.15
Total from investment operations	$		0.39			0.46			0.65			2.09
Less distributions:
Net realized gain on investments	$		0.18			1.15			0.56			—
Total distributions	$		0.18			1.15			0.56			—
Net asset value, end of period	$		11.70			11.49			12.18			12.09
Total Return⁽²⁾	%		3.64			4.69			6.21			20.90
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		18,361			25,166			33,408			42,935
Ratios to average net assets:
Expenses⁽³⁾	%		1.34			1.34			1.39			1.40
Net investment loss⁽³⁾	%		(0.41	)		(0.49	)		(0.57	)		(0.78	)
Portfolio turnover rate	%		14			27			291			116

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

See Accompanying Notes to Financial Statements
131

ING LORD ABBETT U.S. GOVERNMENT SECURITIES PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		January 3, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00
Income (loss) from investment operations:
Net investment income	$		0.45	*
Net realized and unrealized loss on investments	$		(0.07	)
Total from investment operations	$		0.38
Less distributions:
Net investment income	$		0.45
Total distributions	$		0.45
Net asset value, end of period	$		9.93
Total Return⁽²⁾	%		3.81
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		35,253
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		0.73
Net expense before interest expense on reverse repurchase agreements and after expense reimbursements⁽³⁾⁽⁴⁾	%		0.72
Gross expenses prior to expense reimbursement⁽³⁾	%		0.73
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%		4.55
Portfolio turnover rate	%		699

		Class S			Class ADV
		January 18, 2006⁽¹⁾ to December 31, 2006			December 20, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.05			10.38
Income (loss) from investment operations:
Net investment income	$		0.42	*		0.40	*
Net realized and unrealized loss on investments	$		(0.12	)		(0.43	)
Total from investment operations	$		0.30			(0.03	)
Less distributions:
Net investment income	$		0.42			0.45
Total distributions	$		0.42			0.45
Net asset value, end of period	$		9.93			9.90
Total Return⁽²⁾	%		3.01			(0.28	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		14,053			1
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		0.98			1.23
Net expense before interest expense on reverse repurchase agreements and after expense reimbursements⁽³⁾⁽⁴⁾	%		0.97			1.22
Gross expenses prior to expense reimbursement⁽³⁾	%		0.98			1.23
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%		4.26			3.94
Portfolio turnover rate	%		699			699

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

See Accompanying Notes to Financial Statements
132

ING NEUBERGER BERMAN PARTNERS PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		January 19, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.20
Income (loss) from investment operations:
Net investment income	$		0.06	*
Net realized and unrealized loss on investments	$		0.67
Total from investment operations	$		0.73
Net asset value, end of period	$		10.93
Total Return⁽²⁾	%		7.16
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		232,030
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		0.67
Gross expenses prior to expense reimbursement⁽³⁾	%		0.75
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%		0.65
Portfolio turnover rate	%		111

		Class S			Class ADV
		January 3, 2006⁽¹⁾ to December 31, 2006			December 29, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00			10.90
Income (loss) from investment operations:
Net investment income (loss)	$		0.04	*		(0.00	)**
Net realized and unrealized loss on investments	$		0.86			—
Total from investment operations	$		0.90			(0.00	)**
Net asset value, end of period	$		10.90			10.90
Total Return⁽²⁾	%		9.00			—
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		181,499			1
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		0.92			1.17
Gross expenses prior to expense reimbursement⁽³⁾	%		1.00			1.25
Net investment income (loss) after expense reimbursement⁽³⁾⁽⁴⁾	%		0.37			(1.17	)
Portfolio turnover rate	%		111			111

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

** Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
133

ING NEUBERGER BERMAN REGENCY PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		January 3, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00
Income from investment operations:
Net investment income	$		0.06	*
Net realized and unrealized gain on investments	$		0.68
Total from investment operations	$		0.74
Less distributions from:
Net investment income	$		0.05
Net realized gain on investments	$		0.03
Total distributions	$		0.08
Net asset value, end of period	$		10.66
Total Return⁽²⁾	%		7.35
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		6,087
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		0.88
Gross expenses prior to expense reimbursement⁽³⁾	%		1.38
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%		0.62
Portfolio turnover rate	%		36

		Class S			Class ADV
		January 12, 2006⁽¹⁾ to December 31, 2006			December 20, 2006⁽¹⁾to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.14			10.78
Income (loss) from investment operations:
Net investment income (loss)	$		0.04	*		(0.00	)**
Net realized and unrealized gain (loss) on investments	$		0.53			(0.07	)
Total from investment operations	$		0.57			(0.07	)
Less distributions from:
Net investment income	$		0.03			0.04
Net realized gain on investments	$		0.03			0.03
Total distributions	$		0.06			0.07
Net asset value, end of period	$		10.65			10.64
Total Return⁽²⁾	%		5.62			(0.61	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		6,446			1
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		1.13			1.38
Gross expenses prior to expense reimbursement⁽³⁾	%		1.63			1.88
Net investment income (loss) after expense reimbursement⁽³⁾⁽⁴⁾	%		0.45			(0.06	)

Portfolio turnover rate

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

** Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
134

ING OPCAP BALANCED VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006				2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		13.78				13.47		12.32		9.66		12.40
Income (loss) from investment operations:
Net investment income	$		0.17				0.11		0.14		0.10		0.07
Net realized and unrealized gain (loss) on investments	$		1.29				0.29		1.15		2.84		(2.68	)
Total from investment operations	$		1.46				0.40		1.29		2.94		(2.61	)
Less distributions:
Net investment income	$		0.19				0.09		0.14		0.28		0.01
Net realized gain on investments	$		—		��		—		—		—		0.12
Total distributions	$		0.19				0.09		0.14		0.28		0.13
Net asset value, end of year	$		15.05				13.78		13.47		12.32		9.66
Total Return⁽¹⁾	%		10.75				2.98		10.58		30.72		(21.06	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		4,459				4,204		4,046		1,064		196
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		0.97				1.00		1.00		1.00		1.00
Gross expenses prior to brokerage commission recapture	%		1.00				1.00		1.00		1.00		1.00
Net investment income after brokerage commission recapture	%		1.30				0.82		0.59		1.12		2.11
Portfolio turnover rate	%		79				80		110		125		133
		Class S
		Year Ended December 31,
		2006				2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		13.75				13.43		12.29		9.64		12.40
Income (loss) from investment operations:
Net investment income	$		0.14	*			0.08		0.04		0.11		0.23
Net realized and unrealized gain (loss) on investments	$		1.27				0.29		1.22		2.79		(2.86	)
Total from investment operations	$		1.41				0.37		1.26		2.90		(2.63	)
Less distributions:
Net investment income	$		0.13				0.05		0.12		0.25		0.01
Net realized gain on investments	$		—				—		—		—		0.12
Total distributions	$		0.13				0.05		0.12		0.25		0.13
Net asset value, end of year	$		15.03				13.75		13.43		12.29		9.64
Total Return⁽¹⁾	%		10.36				2.70		10.32		30.32		(21.23	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		79,371				120,274		160,159		140,554		102,619
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		1.22				1.25		1.25		1.25		1.25
Gross expenses prior to brokerage commission recapture	%		1.25				1.25		1.25		1.25		1.25
Net investment income after brokerage commission recapture	%		1.02				0.58		0.35		1.00		1.85
Portfolio turnover rate	%		79				80		110		125		133

⁽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 changes.

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

See Accompanying Notes to Financial Statements
135

ING OPCAP BALANCED VALUE PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006		2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		13.62		13.32		12.21		9.61		12.40
Income (loss) from investment operations:
Net investment income	$		0.11		0.04		0.04		0.09		0.05
Net realized and unrealized gain (loss) on investments	$		1.26		0.29		1.17		2.77		(2.71	)
Total from investment operations	$		1.37		0.33		1.21		2.86		(2.66	)
Less distributions:
Net investment income	$		0.11		0.03		0.10		0.26		0.01
Net realized gain on investments	$		—		—		—		—		0.12
Total distributions	$		0.11		0.03		0.10		0.26		0.13
Net asset value, end of year	$		14.88		13.62		13.32		12.21		9.61
Total Return⁽¹⁾	%		10.19		2.46		10.00		30.08		(21.46	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		3,769		3,458		3,767		2,665		1,756
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		1.47		1.50		1.50		1.50		1.50
Gross expenses prior to brokerage commission recapture	%		1.50		1.50		1.50		1.50		1.50
Net investment income after brokerage commission recapture	%		0.78		0.32		0.10		0.74		1.40
Portfolio turnover rate	%		79		80		110		125		133

⁽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 changes.

See Accompanying Notes to Financial Statements
136

ING OPPENHEIMER GLOBAL PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		Year Ended December 31,												May 1, 2002⁽¹⁾ to December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		14.17			12.80			11.23			8.40			10.00
Income (loss) from investment operations:
Net investment income	$		0.15	*		0.14	*		0.01			0.00	**		0.02
Net realized and unrealized gain (loss) on investments	$		2.39			1.60			1.69			2.83			(1.62	)
Total from investment operations	$		2.54			1.74			1.70			2.83			(1.60	)
Less distributions:
Net investment income	$		0.01			0.12			0.01			0.00	**		—
Net realized gain on investments	$		0.02			0.25			0.12			—			—
Total distributions	$		0.03			0.37			0.13			0.00			—
Net asset value, end of period	$		16.68			14.17			12.80			11.23			8.40
Total Return⁽²⁾	%		17.98			13.57			15.28			33.73			(16.00	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		2,518,662			2,262,201			843,253			426			89
Ratios to average net assets:
Expenses⁽³⁾	%		0.66			0.66			0.77			1.20			1.20
Net investment income⁽³⁾	%		0.96			1.05			1.11			0.22			0.33
Portfolio turnover rate	%		23			53			390			157			87
		Class S
		Year Ended December 31,												May 1, 2002⁽¹⁾to December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		13.90			12.58			11.06			8.39			10.00
Income (loss) from investment operations:
Net investment income	$		0.10	*		0.09	*		0.02			0.02			0.00	**
Net realized and unrealized gain (loss) on investments	$		2.34			1.58			1.62			2.65			(1.61	)
Total from investment operations	$		2.44			1.67			1.64			2.67			(1.61	)
Less distributions:
Net investment income	$		0.01			0.10			0.00	**		—			—
Net realized gain on investments	$		0.02			0.25			0.12			—			—
Total distributions	$		0.03			0.35			0.12			—			—
Net asset value, end of period	$		16.31			13.90			12.58			11.06			8.39
Total Return⁽²⁾	%		17.60			13.27			15.01			31.82			(16.10	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		145,060			40,831			19,143			14,291			8,516
Ratios to average net assets:
Expenses⁽³⁾	%		0.91			0.91			1.02			1.45			1.45
Net investment income⁽³⁾	%		0.66			0.71			0.19			0.19			0.07
Portfolio turnover rate	%		23			53			390			157			87

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
137

ING OPPENHEIMER GLOBAL PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class ADV
		Year Ended December 31,												May 1, 2002⁽¹⁾ to December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		13.85			12.50			11.02			8.38			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.07	*		0.07	*		0.03			0.00	**		(0.01	)
Net realized and unrealized gain (loss) on investments	$		2.33			1.56			1.57			2.64			(1.61	)
Total from investment operations	$		2.40			1.63			1.60			2.64			(1.62	)
Less distributions:
Net investment income	$		0.01			0.04			0.00	**		—			—
Net realized gain on investments	$		0.02			0.24			0.12			—			—
Total distributions	$		0.03			0.28			0.12			—			—
Net asset value, end of period	$		16.22			13.85			12.50			11.02			8.38
Total Return⁽²⁾	%		17.36			13.07			14.71			31.50			(16.20	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		95,286			106,510			127,653			856			665
Ratios to net assets:
Net expenses after expense reimbursement⁽³⁾	%		1.15			1.15			1.27			1.70			1.70
Gross expenses prior to expense reimbursement⁽³⁾	%		1.16			1.16			1.28			1.70			1.70
Net investment income (loss) after expense reimbursement⁽³⁾	%		0.51			0.60			0.55			0.01			(0.43)
Portfolio turnover rate	%		23			53			390			157			87

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
138

ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		Year Ended December 31,						November 8, 2004⁽¹⁾ to December 31,
		2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00			10.12			10.00
Income (loss) from investment operations:
Net investment income	$		0.66	*		0.35	*		0.02
Net realized and unrealized gain (loss) on investments	$		0.18			(0.24	)		0.12
Total from investment operations	$		0.84			0.11			0.14
Less distributions:
Net investment income	$		0.04			0.23			0.02
Total distributions	$		0.04			0.23			0.02
Net asset value, end of period	$		10.80			10.00			10.12
Total Return⁽²⁾	%		8.42			1.09			1.39
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		359,888			302,941			103,283
Ratios to average net assets:
Expenses⁽³⁾	%		0.54			0.54			0.52
Net investment income⁽³⁾	%		6.39			3.50			2.56
Portfolio turnover rate	%		140			216			145
		Class S
		Year Ended December 31,						November 8, 2004⁽¹⁾ to December 31,
		2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		9.99			10.11			10.00
Income (loss) from investment operations:
Net investment income	$		0.64	*		0.32	*		0.02
Net realized and unrealized gain (loss) on investments	$		0.19			(0.24	)		0.11
Total from investment operations	$		0.83			0.08			0.13
Less distributions:
Net investment income	$		0.01			0.20			0.02
Total distributions	$		0.01			0.20			0.02
Net asset value, end of period	$		10.81			9.99			10.11
Total Return⁽²⁾	%		8.33			0.84			1.27
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		56,054			60,478			60,836
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾	%		0.75			0.75			0.77
Gross expenses prior to expense reimbursement⁽³⁾	%		0.79			0.79			0.81
Net investment income after expense reimbursement⁽³⁾	%		6.20			3.14			2.40
Portfolio turnover rate	%		140			216			145

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
139

ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class ADV
		Year Ended December 31,						November 8, 2004⁽¹⁾ to December 31,
		2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		9.98			10.11			10.00
Income (loss) from investment operations:
Net investment income	$		0.62	*		0.30	*		0.02
Net realized and unrealized gain (loss) on investments	$		0.18			(0.24	)		0.11
Total from investment operations	$		0.80			0.06			0.13
Less distributions:
Net investment income	$		0.02			0.19			0.02
Total distributions	$		0.02			0.19			0.02
Net asset value, end of period	$		10.76			9.98			10.11
Total Return⁽²⁾	%		7.99			0.61			1.26
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		9,266			5,082			3,655
Ratios to net assets:
Net expenses after expense reimbursement⁽³⁾	%		1.00			1.00			1.02
Gross expenses prior to expense reimbursement⁽³⁾	%		1.04			1.04			1.06
Net investment income after expense reimbursement⁽³⁾	%		6.09			2.94			2.15
Portfolio turnover rate	%		140			216			145

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
140

ING PIMCO TOTAL RETURN PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		Year Ended December 31,												May 1, 2002⁽¹⁾to December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.92			11.00			10.62			10.55			10.00
Income (loss) from investment operations:
Net investment income	$		0.42	*		0.34	*		0.16	*		0.29	*		0.09
Net realized and unrealized gain (loss) on investments	$		0.03			(0.08	)		0.33			0.17			0.73
Total from investment operations	$		0.45			0.26			0.49			0.46			0.82
Less distributions:
Net investment income	$		0.21			0.20			—			0.32			0.16
Net realized gain on investments	$		—			0.14			0.11			0.07			0.11
Total distributions	$		0.21			0.34			0.11			0.39			0.27
Net asset value, end of period	$		11.16			10.92			11.00			10.62			10.55
Total Return⁽²⁾	%		4.21			2.36			4.61			4.36			8.21
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		213,734			176,607			78,521			43,987			8,026
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%		0.77			0.85			0.85			0.85			0.85
Net investment income⁽³⁾	%		3.86			3.07			1.51			2.67			2.99
Portfolio turnover rate	%		826			926			377			471			419
		Class S
		Year Ended December 31,												May 1, 2002⁽¹⁾to December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.87			10.96			10.61			10.55			10.00
Income (loss) from investment operations:
Net investment income	$		0.39	*		0.30	*		0.14	*		0.22	*		0.14
Net realized and unrealized gain (loss) on investments	$		0.04			(0.07	)		0.32			0.21			0.67
Total from investment operations	$		0.43			0.23			0.46			0.43			0.81
Less distributions:
Net investment income	$		0.19			0.18			—			0.30			0.15
Net realized gain on investments	$		—			0.14			0.11			0.07			0.11
Total distributions	$		0.19			0.32			0.11			0.37			0.26
Net asset value, end of period	$		11.11			10.87			10.96			10.61			10.55
Total Return⁽²⁾	%		4.00			2.08			4.33			4.06			8.07
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		93,487			83,782			88,424			50,174			25,186
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%		1.02			1.10			1.10			1.10			1.10
Net investment income⁽³⁾	%		3.61			2.73			1.32			2.07			2.60
Portfolio turnover rate	%		826			926			377			471			419

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Includes the impact of interest expense on inverse floaters.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
141

ING PIMCO TOTAL RETURN PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class ADV
		Year Ended December 31,												May 1, 2002⁽¹⁾to December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$		10.81			10.91			10.59			10.53			10.00
Income (loss) from investment operations:
Net investment income	$		0.36	*		0.28	*		0.09	*		0.20	*		0.07
Net realized and unrealized gain (loss) on investments	$		0.03			(0.08	)		0.34			0.20			0.72
Total from investment operations	$		0.39			0.20			0.43			0.40			0.79
Less distributions:
Net investment income	$		0.17			0.16			—			0.27			0.15
Net realized gain on investments	$		—			0.14			0.11			0.07			0.11
Total distributions	$		0.17			0.30			0.11			0.34			0.26
Net asset value, end of period	$		11.03			10.81			10.91			10.59			10.53
Total Return⁽²⁾	%		3.71			1.80			4.06			3.86			7.88
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		25,603			23,018			14,827			10,388			4,880
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%		1.27			1.35			1.35			1.35			1.35
Net investment income⁽³⁾	%		3.36			2.54			0.81			1.84			2.40
Portfolio turnover rate	%		826			926			377			471			419

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Includes impact of interest expense on inverse floaters.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
142

ING PIONEER HIGH YIELD PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I			Class S
		January 3, 2006⁽¹⁾ to December 31, 2006			January 20, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00			9.99
Income from investment operations:
Net investment income	$		0.57	*		0.54	*
Net realized and unrealized income on investments	$		0.23			0.24
Total from investment operations	$		0.80			0.78
Less distributions:
Net investment income	$		0.55			0.52
Net realized gains on investments	$		0.03			0.03
Total distributions	$		0.58			0.55
Net asset value, end of period	$		10.22			10.22
Total Return⁽²⁾	%		8.24			8.01
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		119,959			8,280
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		0.73			0.98
Gross expenses prior to expense reimbursement⁽³⁾	%		0.80			1.05
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%		5.70			5.43
Portfolio turnover rate	%		20			20

		Class ADV
		January 20, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		9.99
Income from investment operations:
Net investment income	$		0.47	*
Net realized and unrealized income on investments	$		0.30
Total from investment operations	$		0.77
Less distributions:
Net investment income	$		0.51
Net realized gains on investments	$		0.03
Total distributions	$		0.54
Net asset value, end of period	$		10.22
Total Return⁽²⁾	%		7.98
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		510
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		1.23
Gross expenses prior to expense reimbursement⁽³⁾	%		1.30
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%		4.97
Portfolio turnover rate	%		20

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using the average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
143

ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		8.65			8.06			7.40			5.11			7.29
Income (loss) from investment operations:
Net investment income (loss)	$		0.02			(0.00	)*		(0.00	)*		(0.02	)		(0.01	)
Net realized and unrealized gain (loss) on investments	$		0.74			0.73			0.66			2.31			(2.17	)
Total from investment operations	$		0.76			0.73			0.66			2.29			(2.18	)
Less distributions:
Net realized gain on investments	$		0.19			0.14			—			—			—
Total distributions	$		0.19			0.14			—			—			—
Net asset value, end of year	$		9.22			8.65			8.06			7.40			5.11
Total Return⁽¹⁾	%		9.10			9.26			8.92			44.81			(29.90	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		1,067,515			1,131,231			474,397			35,010			2,644
Ratios to average net assets:
Expenses	%		0.66			0.66			0.96			1.05			1.05
Net investment income (loss)	%		0.19			(0.04	)		(0.06	)		(0.76	)		(0.68	)
Portfolio turnover rate	%		37			94			441			187			328
		Class S
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		8.55			7.99			7.36			5.09			7.29
Income (loss) from investment operations:
Net investment loss	$		(0.01	)		(0.03	)		(0.07	)		(0.04	)		(0.02	)
Net realized and unrealized gain (loss) on investments	$		0.75			0.73			0.70			2.31			(2.18	)
Total from investment operations	$		0.74			0.70			0.63			2.27			(2.20	)
Less distributions:
Net realized gain on investments	$		0.19			0.14			—			—			—
Total distributions	$		0.19			0.14			—			—			—
Net asset value, end of year	$		9.10			8.55			7.99			7.36			5.09
Total Return⁽¹⁾	%		8.97			8.96			8.56			44.60			(30.18	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		10,100			21,871			29,155			30,354			1,110
Ratios to average net assets:
Expenses	%		0.91			0.91			1.21			1.30			1.30
Net investment loss	%		(0.07	)		(0.30	)		(0.88	)		(1.00	)		(0.90	)
Portfolio turnover rate	%		37			94			441			187			328

⁽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 changes.

* Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
144

ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		8.47			7.94			7.33			5.08			7.29
Income (loss) from investment operations:
Net investment loss	$		(0.03	)		(0.05	)		(0.10	)		(0.07	)		(0.07	)
Net realized and unrealized gain (loss) on investments	$		0.74			0.72			0.71			2.32			(2.14	)
Total from investment operations	$		0.71			0.67			0.61			2.25			(2.21	)
Less distributions:
Net realized gain on investments	$		0.19			0.14			—			—			—
Total distributions	$		0.19			0.14			—			—			—
Net asset value, end of year	$		8.99			8.47			7.94			7.33			5.08
Total Return⁽¹⁾	%		8.70			8.64			8.32			44.29			(30.32	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		48,165			69,686			80,813			107,353			71,775
Ratios to net assets:
Net expenses after expense reimbursement	%		1.15			1.15			1.46			1.55			1.55
Gross expenses prior to expense reimbursement	%		1.16			1.16			1.47			1.55			1.55
Net investment loss after expense reimbursement	%		(0.23	)		(0.54	)		(1.13	)		(1.24	)		(1.19	)
Portfolio turnover rate	%		37			94			441			187			328

⁽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 changes.

See Accompanying Notes to Financial Statements
145

ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		52.62			49.81			45.35		34.69		45.32
Income (loss) from investment operations:
Net investment income	$		0.33	*		0.19	*		0.29		0.09		0.08	*
Net realized and unrealized gain (loss) on investments	$		6.64			2.87			4.24		10.63		(10.63	)
Total from investment operations	$		6.97			3.06			4.53		10.72		(10.55	)
Less distributions:
Net investment income	$		0.14			0.25			0.07		0.06		0.08
Net realized gain on investments	$		0.09			—			—		—		—
Total distributions	$		0.23			0.25			0.07		0.06		0.08
Net asset value, end of year	$		59.36			52.62			49.81		45.35		34.69
Total Return⁽¹⁾	%		13.30			6.17			10.02		30.93		(23.29	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		1,271,481			898,102			830,034		669,956		429,634
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		0.75			0.75			0.75		0.75		0.75
Gross expenses prior to brokerage commission recapture	%		0.75			0.75			0.75		0.75		0.75
Net investment income after brokerage commission recapture	%		0.60			0.38			0.66		0.30		0.21
Portfolio turnover rate	%		43			41			39		34		49
		Class S
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		52.16			49.48			45.12		34.59		45.31
Income (loss) from investment operations:
Net investment income	$		0.28	*		0.06	*		0.22		0.06		0.03	*
Net realized and unrealized gain (loss) on investments	$		6.50			2.85			4.16		10.52		(10.67	)
Total from investment operations	$		6.78			2.91			4.38		10.58		(10.64	)
Less distributions:
Net realized gain on investments	$		0.09			0.23			0.02		0.05		0.08
Total distributions	$		0.09			0.23			0.02		0.05		0.08
Net asset value, end of year	$		58.85			52.16			49.48		45.12		34.59
Total Return⁽¹⁾	%		13.03			5.92			9.74		30.58		(23.50	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		37,306			163,188			18,642		8,251		1,530
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		1.00			1.00			1.00		1.00		1.00
Gross expenses prior to brokerage commission recapture	%		1.00			1.00			1.00		1.00		1.00
Net investment income after brokerage commission recapture	%		0.51			0.12			0.62		0.04		0.09
Portfolio turnover rate	%		43			41			39		34		49

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
146

ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006		2005			2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		51.87		49.14			44.89		34.50			45.30
Income (loss) from investment operations:
Net investment income (loss)	$		0.05		(0.06	)*		0.11		(0.01	)		(0.06	)*
Net realized and unrealized gain (loss) on investments	$		6.54		2.84			4.14		10.44			(10.66	)
Total from investment operations	$		6.59		2.78			4.25		10.43			(10.72	)
Less distributions:
Net realized gain on investments	$		0.09		0.05			—		0.04			0.08
Total distributions	$		0.09		0.05			—		0.04			0.08
Net asset value, end of year	$		58.37		51.87			49.14		44.89			34.50
Total Return⁽¹⁾	%		12.73		5.66			9.47		30.27			(23.70	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		105,821		86,781			78,870		60,182			13,601
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		1.25		1.25			1.25		1.25			1.25
Gross expenses prior to brokerage commission recapture	%		1.25		1.25			1.25		1.25			1.25
Net investment income (loss) after brokerage commission recapture	%		0.11		(0.12	)		0.19		(0.24	)		(0.18	)
Portfolio turnover rate	%		43		41			39		34			49

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
147

ING TEMPLETON FOREIGN EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		January 3, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00
Income from investment operations:
Net investment income	$		0.27
Net realized and unrealized gain on investments	$		1.90
Total from investment operations	$		2.17
Less distributions:
Net investment income	$		0.13
Net realized gain on investments	$		0.01
Total distributions	$		0.14
Net asset value, end of period	$		12.03
Total Return⁽²⁾	%		21.70
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		10,991
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		0.98
Gross expenses prior to expense reimbursement⁽³⁾	%		1.24
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%		2.53
Portfolio turnover rate	%		5

		Class S			Class ADV
		January 12, 2006⁽¹⁾ to December 31, 2006			December 20, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.02			12.09
Income from investment operations:
Net investment income (loss)	$		0.17	*		0.00	**
Net realized and unrealized gain on investments	$		1.95			0.08
Total from investment operations	$		2.12			0.08
Less distributions:
Net investment income	$		0.12			0.13
Net realized gain on investments	$		0.01			0.01
Total distributions	$		0.13			0.14
Net asset value, end of period	$		12.01			12.03
Total Return⁽²⁾	%		21.14			0.66
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		36,200			1
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%		1.23			1.48
Gross expenses prior to expense reimbursement⁽³⁾	%		1.49			1.74
Net investment income (loss) after expense reimbursement⁽³⁾⁽⁴⁾	%		1.57			0.00	**
Portfolio turnover rate	%		5			5

⁽¹⁾Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005 or 0.005%.

See Accompanying Notes to Financial Statements
148

ING THORNBURG VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		27.40			27.20			24.21			18.94			27.12
Income (loss) from investment operations:
Net investment income	$		0.15	*		0.11	*		0.24	*		0.10	*		0.04	*
Net realized and unrealized gain (loss) on investments	$		4.44			0.31			2.86			5.21			(8.22	)
Total from investment operations	$		4.59			0.42			3.10			5.31			(8.18	)
Less distributions:
Net investment income	$		0.14			0.22			0.11			0.04			—
Total distributions	$		0.14			0.22			0.11			0.04			—
Net asset value, end of year	$		31.85			27.40			27.20			24.21			18.94
Total Return⁽¹⁾	%		16.84			1.56			12.88			28.07			(30.16	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		186,115			191,985			234,606			247,542			212,841
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		0.90			0.90			0.90			0.90			0.90
Gross expenses prior to brokerage commission recapture	%		0.90			0.90			0.90			0.90			0.90
Net investment income after brokerage commission recapture	%		0.51			0.43			0.85			0.47			0.19
Portfolio turnover rate	%		171			95			74			65			151
		Class S
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		27.24			27.04			24.09			18.89			27.11
Income (loss) from investment operations:
Net investment income	$		0.36	*		0.05	*		0.16	*		0.05	*		0.02	*
Net realized and unrealized gain (loss) on investments	$		4.14			0.28			2.87			5.19			(8.24	)
Total from investment operations	$		4.50			0.33			3.03			5.24			(8.22	)
Less distributions:
Net investment income	$		0.06			0.13			0.08			0.04			_—
Total distributions	$		0.06			0.13			0.08			0.04			_—
Net asset value, end of year	$		31.68			27.24			27.04			24.09			18.89
Total Return⁽¹⁾	%		16.57			1.25			12.63			27.74			(30.35	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		6,795			277			445			391			80
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		1.15			1.15			1.15			1.15			1.15
Gross expenses prior prior to brokerage commission recapture	%		1.15			1.15			1.15			1.15			1.15
Net investment income after brokerage commission recapture	%		1.19			0.18			0.62			0.21			0.08
Portfolio turnover rate	%		171			95			74			65			151

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
149

ING THORNBURG VALUE PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of year	$		27.03			26.86			23.98			18.84			27.11
Income (loss) from investment operations:
Net investment income (loss)	$		0.05	*		(0.02	)*		0.03	*		(0.01	)*		(0.01	)*
Net realized and unrealized gain (loss) on investments	$		4.34			0.29			2.92			5.17			(8.26	)
Total from investment operations	$		4.39			0.27			2.95			5.16			(8.27	)
Less distributions:
Net investment income	$		0.04			0.10			0.07			0.02			—
Total distributions	$		0.04			0.10			0.07			0.02			—
Net asset value, end of year	$		31.38			27.03			26.86			23.98			18.84
Total Return⁽¹⁾	%		16.26			1.03			12.36			27.39			(30.51	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		673			214			267			159			54
Ratios to average net assets:
Net expenses after brokerage commission recapture	%		1.40			1.40			1.40			1.40			1.40
Gross expenses prior to brokerage commission recapture	%		1.40			1.40			1.40			1.40			1.40
Net investment income (loss) after brokerage commission recapture	%		0.18			(0.08	)		0.27			(0.04	)		(0.06	)
Portfolio turnover rate	%		171			95			74			65			151

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
150

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		9.30			8.58			7.54		6.07		8.11
Income (loss) from investment operations:
Net investment income	$		0.09			0.08	*		0.10		0.06		0.03
Net realized and unrealized gain (loss) on investments	$		1.25			0.72			1.00		1.45		(2.06	)
Total from investment operations	$		1.34			0.80			1.10		1.51		(2.03	)
Less distributions:
Net investment income	$		0.08			0.08			0.06		0.04		0.01
Total distributions	$		0.08			0.08			0.06		0.04		0.01
Net asset value, end of year	$		10.56			9.30			8.58		7.54		6.07
Total Return⁽¹⁾	%		14.51			9.38			14.76		24.95		(24.98	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		355,204			270,692			267,249		264,755		245,281
Ratios to average net assets:
Net expenses after brokerage commission recapture	$		0.84			0.85			0.85		0.85		0.85
Gross expenses prior to brokerage commission recapture	%		0.85			0.85			0.85		0.85		0.85
Net investment income after brokerage commission recapture	%		0.99			0.92			1.22		0.83		0.50
Portfolio turnover rate	%		39			51			140		126		106
		Class S
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		9.21			8.52			7.49		6.05		8.10
Income from investment operations:
Net investment income (loss)	$		0.08	*		0.06	*		0.09		0.01		0.01
Net realized and unrealized gain (loss) on investments	$		1.23			0.70			1.00		1.47		(2.05	)
Total from investment operations	$		1.31			0.76			1.09		1.48		(2.04	)
Less distributions:
Net investment income	$		0.07			0.07			0.06		0.04		0.01
Total distributions	$		0.07			0.07			0.06		0.04		0.01
Net asset value, end of year	$		10.45			9.21			8.52		7.49		6.05
Total Return⁽¹⁾	%		14.32			8.99			14.59		24.54		(25.15	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		28,207			9,667			2,356		1,352		8
Ratios to average net assets:
Net expenses after brokerage commission recapture	$		1.09			1.10			1.10		1.10		1.09
Gross expenses prior to brokerage commission recapture	%		1.10			1.10			1.10		1.10		1.09
Net investment income after brokerage commission recapture	%		0.79			0.64			1.06		0.37		0.26
Portfolio turnover rate	%		39			51			140		126		106

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
151

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		9.19			8.52			7.49		6.04		8.10
Income (loss) from investment operations:
Net investment income	$		0.06	*		0.03	*		0.05		0.02		0.02
Net realized and unrealized gain (loss) on investments	$		1.22			0.70			1.01		1.45		(2.07	)
Total from investment operations	$		1.28			0.73			1.06		1.47		(2.05	)
Less distributions:
Net investment income	$		0.07			0.06			0.03		0.02		0.01
Total distributions	$		0.07			0.06			0.03		0.02		0.01
Net asset value, end of year	$		10.40			9.19			8.52		7.49		6.04
Total Return⁽¹⁾	%		14.05			8.67			14.21		24.42		(25.29	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		4,033			426			48		39		39
Ratios to average net assets:
Net expenses after brokerage commission recapture	$		1.34			1.35			1.35		1.35		1.34
Gross expenses prior to brokerage commission recapture	%		1.35			1.35			1.35		1.35		1.34
Net investment income after brokerage commission recapture	%		0.58			0.37			0.73		0.33		0.29
Portfolio turnover rate	%		39			51			140		126		106

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
152

ING UBS U.S. SMALL CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I			Class S
		April 28, 2006⁽¹⁾ to December 31, 2006			April 28, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00			10.00
Income (loss) from investment operations:
Net investment (loss)	$		(0.02	)		(0.04	)*
Net realized and unrealized loss on investments	$		(0.18	)		(0.18	)
Total from investment operations	$		(0.20	)		(0.22	)
Less distributions:
Net realized gain on investments	$		0.08			0.08
Total distributions	$		0.08			0.08
Net asset value, end of period	$		9.72			9.70
Total Return⁽²⁾	%		(1.97	)		(2.17	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		22,417			5,065
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture	%		0.95			1.20
Net expenses after expense reimbursement and prior to brokerage commission recapture⁽³⁾⁽⁴⁾	%		1.00			1.25
Gross expenses prior to expense reimbursement and brokerage commission recapture⁽³⁾	%		1.27			1.52
Net investment loss after expense reimbursement and brokerage commission recapture⁽³⁾⁽⁴⁾	%		(0.43	)		(0.64	)
Portfolio turnover rate	%		104			104

		Class ADV
		April 28, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.00
Income (loss) from investment operations:
Net investment loss	$		(0.08	)
Net realized and unrealized loss on investments	$		(0.17	)
Total from investment operations	$		(0.25	)
Less distributions:
Net realized gain on investments	$		0.08
Total distributions	$		0.08
Net asset value, end of period	$		9.67
Total Return⁽²⁾	%		(2.47	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		1
Ratios to average net assets:
Net expenses after expense reimbursement and brokerage commission recapture	%		1.45
Net expenses after expense reimbursement and prior to brokerage commission recapture⁽³⁾⁽⁴⁾	%		1.50
Gross expenses prior to expense reimbursement and brokerage commission recapture⁽³⁾	%		1.77
Net investment loss after expense reimbursement and brokerage commission recapture⁽³⁾⁽⁴⁾	%		(1.19	)
Portfolio turnover rate	%		104

⁽¹⁾Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
153

ING VAN KAMPEN COMSTOCK PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class I
		Year Ended December 31,										May 1, 2002⁽¹⁾to December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$		12.22			12.33			10.60		8.35		10.00
Income (loss) from investment operations:
Net investment income	$		0.24	*		0.19	*		0.12		0.09		0.04
Net realized and unrealized gain (loss) on investments	$		1.66			0.24			1.66		2.41		(1.64	)
Total from investment operations	$		1.90			0.43			1.78		2.50		(1.60	)
Less distributions:
Net investment income	$		0.13			0.08			—		0.08		0.05
Net realized gain on investments	$		0.62			0.46			0.05		0.17		—
Total distributions	$		0.75			0.54			0.05		0.25		0.05
Net asset value, end of period	$		13.37			12.22			12.33		10.60		8.35
Total Return⁽²⁾	%		16.19			3.74			16.90		29.92		(16.01	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		634,470			133,987			70,308		33,398		3,874
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾	%		0.84			0.87			0.90		0.95		0.95
Gross expenses prior to expense reimbursement⁽³⁾	%		0.88			0.95			0.90		0.95		0.95
Net investment income after expense reimbursement⁽³⁾	%		1.91			1.57			1.40		1.28		1.70
Portfolio turnover rate	%		27			27			30		32		47
		Class S
		Year Ended December 31,										May 1, 2002⁽¹⁾to December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$		12.16			12.29			10.58		8.34		10.00
Income (loss) from investment operations:
Net investment income	$		0.21	*		0.16	*		0.09		0.05		0.05
Net realized and unrealized gain (loss) on investments	$		1.64			0.24			1.67		2.42		(1.67	)
Total from investment operations	$		1.85			0.40			1.76		2.47		(1.62	)
Less distributions:
Net investment income	$		0.09			0.07			—		0.06		0.04
Net realized gain on investments	$		0.62			0.46			0.05		0.17		—
Total distributions	$		0.71			0.53			0.05		0.23		0.04
Net asset value, end of period	$		13.30			12.16			12.29		10.58		8.34
Total Return⁽²⁾	%		15.86			3.47			16.74		29.67		(16.22	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		358,431			537,092			317,797		139,236		12,723
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾	%		1.09			1.12			1.15		1.20		1.20
Gross expenses prior to expense reimbursement⁽³⁾	%		1.13			1.20			1.15		1.20		1.20
Net investment income after expense reimbursement⁽³⁾	%		1.67			1.31			1.15		1.06		1.23
Portfolio turnover rate	%		27			27			30		32		47

⁽¹⁾Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
154

ING VAN KAMPEN COMSTOCK PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each period.

		Class ADV
		Year Ended December 31,										May 1, 2002⁽¹⁾to December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$		12.08			12.22			10.55		8.32		10.00
Income (loss) from investment operations:
Net investment income	$		0.18	*		0.13	*		0.08		0.07		0.01
Net realized and unrealized gain (loss) on investments	$		1.62			0.24			1.64		2.37		(1.65	)
Total from investment operations	$		1.80			0.37			1.72		2.44		(1.64	)
Less distributions:
Net investment income	$		0.09			0.04			—		0.04		0.04
Net realized gain on investments	$		0.62			0.47			0.05		0.17		—
Total distributions	$		0.71			0.51			0.05		0.21		0.04
Net asset value, end of period	$		13.17			12.08			12.22		10.55		8.32
Total Return⁽²⁾	%		15.57			3.20			16.41		29.34		(16.36	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		37,431			25,455			12,569		8,556		3,699
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾	%		1.34			1.37			1.40		1.45		1.45
Gross expenses prior to expense reimbursement⁽³⁾	%		1.38			1.45			1.40		1.45		1.45
Net investment income after expense reimbursement⁽³⁾	%		1.42			1.06			0.86		0.77		1.75
Portfolio turnover rate	%		27			27			30		32		47

⁽¹⁾Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
155

ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class I
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		36.09			33.47			30.35		23.94		31.14
Income (loss) from investment operations:
Net investment income	$		0.92	*		0.73	*		0.14		0.14		0.07
Net realized and unrealized gain (loss) on investments	$		3.48			1.95			3.15		6.40		(7.22	)
Total from investment operations	$		4.40			2.68			3.29		6.54		(7.15	)
Less distributions:
Net investment income	$		0.73			0.03			0.17		0.13		0.00	**
Net realized gain on investments	$		1.29			0.03			—		—		0.05
Total distributions	$		2.02			0.06			0.17		0.13		0.05
Net asset value, end of year	$		38.47			36.09			33.47		30.35		23.94
Total Return⁽¹⁾	%		12.67			8.02			10.86		27.37		(22.92	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		925,305			847,997			551,489		2,883		1,378
Ratios to average net assets:
Expenses	%		0.57			0.57			0.74		1.10		1.10
Net investment income	%		2.49			2.10			1.88		0.72		0.73
Portfolio turnover rate	%		57			125			797		17		15
		Class S
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		35.93			33.37			30.27		23.88		31.14
Income (loss) from investment operations:
Net investment income	$		0.82	*		0.63	*		0.17		0.12		0.07
Net realized and unrealized gain (loss) on investments	$		3.47			1.96			3.03		6.33		(7.28	)
Total from investment operations	$		4.29			2.59			3.20		6.45		(7.21	)
Less distributions:
Net investment income	$		0.69			—			0.10		0.06		0.00	**
Net realized gain on investments	$		1.29			0.03			—		—		0.05
Total distributions	$		1.98			0.03			0.10		0.06		0.05
Net asset value, end of year	$		38.24			35.93			33.37		30.27		23.88
Total Return⁽¹⁾	%		12.40			7.77			10.62		27.04		(23.13	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		88,409			59,793			34,477		17,744		13,685
Ratios to average net assets:
Expenses	%		0.82			0.82			0.99		1.35		1.35
Net investment income	%		2.25			1.84			0.99		0.46		0.27
Portfolio turnover rate	%		57			125			797		17		15

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
156

ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding for each year.

		Class ADV
		Year Ended December 31,
		2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of year	$		35.55			33.11			30.07		23.81		31.13
Income (loss) from investment operations:
Net investment income	$		0.72	*		0.53	*		0.15		0.06		0.02
Net realized and unrealized gain (loss) on investments	$		3.43			1.95			2.96		6.30		(7.29	)
Total income (loss) from investment operations	$		4.15			2.48			3.11		6.36		(7.27	)
Less distributions:
Net investment income	$		0.59			0.01			0.07		0.10		—
Net realized gain on investments	$		1.29			0.03			—		—		0.05
Total distributions	$		1.88			0.04			0.07		0.10		0.05
Net asset value, end of year	$		37.82			35.55			33.11		30.07		23.81
Total Return⁽¹⁾	%		12.12			7.49			10.32		26.76		(23.35	)
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		18,385			14,307			8,611		123		22
Ratios to average net assets:
Expenses	%		1.07			1.07			1.24		1.60		1.60
Net investment income	%		1.98			1.56			1.29		0.22		0.09
Portfolio turnover rate	%		57			125			797		17		15

⁽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 changes.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
157

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006

NOTE 1 — ORGANIZATION

ING Partners, Inc. (the "Fund") is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). It was incorporated under the laws of Maryland on May 7, 1997. The Articles of Incorporation permit the Fund to offer separate series (each a "Portfolio" and collectively, the "Portfolios"), each of which has its own investment objective, policies and restrictions. The Fund serves as an investment option in underlying variable insurance products offered by Directed Services, LLC⁽¹⁾ ("DSL" or the "Investment Adviser").

The Fund currently consists of twenty-eight diversified Portfolios and two non-diversified Portfolios. The thirty included in this report are: ING American Century Large Company Value Portfolio ("American Century Large Company Value"); ING American Century Select Portfolio ("American Century Select"); ING American Century Small-Mid Cap Value Portfolio ("American Century Small-Mid Cap"); ING Baron Asset Portfolio ("Baron Asset"); ING Baron Small Cap Growth Portfolio ("Baron Small Cap Growth"); ING Columbia Small Cap Value II Portfolio ("Columbia Small Cap Value II"); ING Davis Venture Value Portfolio ("Davis Venture Value"); ING Fundamental Research Portfolio ("Fundamental Research"); ING Goldman Sachs^® Capital Growth Portfolio ("Goldman Sachs^® Capital Growth"); ING Goldman Sachs^® Structured Equity Portfolio ("Goldman Sachs^® Structured Equity"); ING JPMorgan International Portfolio ("JPMorgan International"); ING JPMorgan Mid Cap Value Portfolio ("JPMorgan Mid Cap Value"); ING Legg Mason Partners Aggressive Growth Portfolio ("Legg Mason Partners Aggressive Growth"); ING Legg Mason Partners Large Cap Growth Portfolio ("Legg Mason Partners Large Cap Growth"); ING Lord Abbett U.S. Government Securities Portfolio ("Lord Abbett U.S. Government Securities"); ING Neuberger Berman Partners Portfolio ("Neuberger Berman Partners"); ING Neuberger Berman Regency Portfolio ("Neuberger Berman Regency"); ING OpCap Balanced Value Portfolio ("OpCap Balanced Value"); ING Oppenheimer Global Portfolio ("Oppenheimer Global"); ING Oppenheimer Strategic Income Portfolio ("Oppenheimer Strategic Income"); ING PIMCO Total Return Portfolio ("PIMCO Total Return"); ING Pioneer High Yield Portfolio ("Pioneer High Yield"); ING T. Rowe Price Diversified Mid Cap Growth Portfolio ("T. Rowe Price Diversified Mid Cap Growth"); ING T. Rowe Price Growth Equity Portfolio ("T. Rowe Price Growth Equity"); ING Templeton Foreign Equity Portfolio ("Templeton Foreign Equity"); ING Thornburg Value Portfolio (formerly, ING MFS Capital Opportunities Portfolio, "Thornburg Value"); ING UBS U.S. Large Cap Equity Portfolio ("UBS U.S. Large Cap Equity"); ING UBS U.S. Small Cap Growth Portfolio ("UBS U.S. Small Cap Growth"); ING Van Kampen Comstock Portfolio ("Van Kampen Comstock"); and ING Van Kampen Equit y and Income Portfolio ("Van Kampen Equity and Income").

Davis Venture Value and JPMorgan Mid Cap Value are classified as "non-diversified" portfolios under the 1940 Act.

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

• American Century Large Company Value seeks long-term capital growth, income is a second objective;

• American Century Select seeks long-term capital growth;

• American Century Small-Mid Cap Value seeks long-term growth of capital, income is a secondary objective;

• Baron Asset seeks capital appreciation;

• Baron Small Cap Growth seeks capital appreciation;

• Columbia Small Cap Value II seeks long-term growth of capital;

• Davis Venture Value seeks long-term growth of capital;

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

• Goldman Sachs^® Capital Growth seeks long-term growth of capital;

• Goldman Sachs^® Structured Equity seeks long-term growth of capital and dividend income;

• JPMorgan International seeks long-term growth of capital;

• JPMorgan Mid Cap Value seeks growth from capital appreciation;

• Legg Mason Partners Aggressive Growth seeks long-term growth of capital;

• Legg Mason Partners Large Cap Growth seeks long-term capital appreciation;

• Lord Abbett U.S. Government Securities seeks high current income consistent with reasonable risk;

• Neuberger Berman Partners seeks capital growth;

158

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

NOTE 1 — ORGANIZATION (continued)

• Neuberger Berman Regency seeks capital growth;

• OpCap Balanced Value seeks capital growth, and secondarily, investment income;

• Oppenheimer Global seeks capital appreciation;

• Oppenheimer Strategic Income seeks a high level of current income principally derived from interest on debt securities;

• PIMCO Total Return seeks maximum total return, consistent with capital preservation and prudent investment management;

• Pioneer High Yield seeks to maximize total return through income and capital appreciation;

• T. Rowe Price Diversified Mid Cap Growth seeks long-term capital appreciation;

• T. Rowe Price Growth Equity seeks long-term capital growth, and secondarily, increasing dividend income;

• Templeton Foreign Equity seeks long-term capital growth;

• Thornburg Value seeks capital appreciation;

• UBS U.S. Large Cap Equity seeks long-term growth of capital and future income;

• UBS U.S. Small Cap Growth seeks long-term capital appreciation;

• Van Kampen Comstock seeks capital growth and income; and

• Van Kampen Equity and Income seeks total return, consisting of long-term capital appreciation and current income.

The Fund offers three classes of shares, referred to as Initial Class (Class "I"), Service Class (Class "S") and Adviser Class (Class "ADV"). The classes differ principally in applicable distribution and shareholder 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. Class I shares are intended for distribution networks including non-qualified annuity and life insurance contracts and qualified retirement plans offered through an annuity contract, as well as qualified retirement plans offered through a custodi al account where the sale is made on a direct basis without the involvement of a financial intermediary or where the qualified retirement plan has assets of $50 million or more. Class S and Class ADV shares of a Portfolio are intended for distribution networks including qualified retirement plans offered through an annuity contract or custodial account. Shareholders of the Class I shares of each Portfolio will generally be entitled to exchange those shares at net asset value ("NAV") for Class I shares of other Portfolios that offer Class I shares. Shareholders of the Class ADV shares of each Portfolio will generally be entitled to exchange those shares at NAV for Class ADV shares of other Portfolios that offer Class ADV shares. Shareholders of the Class ADV shares continue to be subject to the Rule 12b-1 Plan fee applicable to Class ADV shares after the exchange. Shareholders of Class S shares of each Portfolio will generally be entitled to exchange those shares at net asset value for Class S shares of other Portfolios that offer Class S shares. Each Portfolio's shares may be offered to variable annuity and variable life insurance separate accounts, qualified pension and retirement plans outside the separate account context, and to certain investment advisers and their affiliates.

Directed Services, LLC⁽¹⁾ ("DSL" or "Investment Adviser"), a Delaware limited liability company, serves as the investment adviser to the Portfolios. DSL has engaged ING Investment Management Co. ("ING IM''), a Connecticut corporation, to serve as the sub-adviser to Fundamental Research. ING Funds Distributor, LLC ⁽²⁾ ("IFD" or the "Distributor") serves as the principal underwriter to the Portfolios. DSL, ING IM and IFD 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 mana gement services to both individuals and institutional investors.

⁽¹⁾ Prior to December 31, 2006, ING Life Insurance and Annuity Company ("ILIAC") served as the investment adviser to the Portfolios. On November 9, 2006, the Board approved the consolidation of investment advisory functions of ILIAC into DSL resulting in the assumption by DSL of the advisory agreement between the Company and ILIAC.

⁽²⁾ Prior to December 31, 2006, ING Financial Advisers, LLC ("IFA") served as distributor to the Portfolios. On November 9, 2006, the Board approved the consolidation of distributor functions of IFA into IFD resulting in the assumption by IFD of the distribution agreement between the Company and IFA.

159

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

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

160

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Portfolios do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities, which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statements of Assets and Liabilities for the estimated tax withholding based on the securities' current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transac tions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Portfolios' 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 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 unrealized appreciation or depreciation. Risks may arise upon entering into forward contracts from the potential inability of counterparties to meet the terms of their forward contracts and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar. Certain Portfolios 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 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. The Portfolios may make distributions on a more frequent basis to comply with the distribution requirements of subchapter M 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.

161

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

G. Use of Estimates. Management of the Portfolios has made certain estimates and assumptions relating to the reporting of assets, liabilities, income, and expenses to prepare these financial statements in conformity with U.S. generally accepted accounting principles for investment companies. Actual results could differ from these 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 a 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, 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. The Portfolios may not invest more than 15% 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 r estricted securities may be considered liquid pursuant 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. Certain Portfolios 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, 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. Columbia Small Cap Value II, Fundamental Research, Goldman Sachs^® Structured Equity, Legg Mason Partners Aggressive Growth, Lord Abbett U.S. Government Securities, Oppenheimer Global, Oppenheimer Strategic Income, PIMCO Total Return, Pioneer High Yield, Templeton Foreign Equity, Thornburg Value, UBS U.S. Small Cap Growth and Van Kampen Equity and Income 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 repurchas e 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

162

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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. For fee based dollar roll transactions, the fee is recorded as income.

M. Options Contracts. Each Portfolio, with the exception of Baron Small Cap Growth, may purchase put and call options and may write (sell) put options and covered call options. Thornburg Value may only write or sell calls on securities if the calls are covered. 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 pu rchase cost of the security for a written put option, or the cost of the security for a purchased put or call option is adjusted by the amount of premium received or paid. Realized and unrealized gains or losses on option contracts are reflected in the accompanying financial statements. The risk in writing a call option is that the 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. Futures Contracts. Each Portfolio, with the exception of Baron Asset and Baron Small Cap Growth, may enter into futures contracts involving foreign currency, interest rates, securities and securities indices. Goldman Sachs^® Structured Equity may enter into futures transactions only with respect to the S&P 500^® Index. 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 i nitial 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, a 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.

O. Swap Contracts. Certain Portfolios 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.

P. 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, NAV 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.

Q. Floating Rate Notes Issued in Conjunction with Securities Held — PIMCO Total Return invested in "inverse floaters" which are fixed income instruments with interest rates that vary with short term interest rate indices in such a way that the yield is inversely related to the market rate of interest. Statement of Financial Accounting Standards No. 140 ("FAS 140"), with respect to certain types of inverse floaters which entail a transaction in which the Portfolio sells a municipal

163

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

bond to a trust to create the inverse floater, requires that the transaction be characterized as financing instead of a sale for financial statement presentations purposes. At December 31, 2006, PIMCO Total Return investments of these types of inverse floaters were as follows:

Trust	Value of Underlying Municipal Bond		Floating Rate Notes Outstanding		Current Rate
New York City Municipal Water Finance Authority, 5.000%, due 06/15/38	$	632,952	$	299,562		3.84	%
Orange County Sanitation District, 5.000%, due 02/01/33		943,596		449,469		4.13	%

R. Sale Commitments: Sale commitments involve commitments where the unit price and the estimated principal amount are established upon entering into the contract, with the actual principal amount being within a specified range of the estimate. A Portfolio will enter into sale commitments to hedge its portfolio positions or to sell mortgage-backed securities it owns under delayed delivery arrangements. Proceeds of sale commitments are not received until the contractual settlement date. During the time a sale commitment is outstanding, the Portfolio will maintain, in a segregated account, cash or marketable securities in an amount sufficient to meet the purchase price. Unsettled sale commitments are valued at current market value of the underlying securities. If the sale commitment is closed through the acquisition of an offsetting purchase commitment, the Portfolio realizes a gain or loss on the commitment without regard to any unrealized gain or loss on the underlying security. If the Portfolio delivers securities under the commitment, the Portfolio realizes a gain or loss from the sale of the securities, based upon the unit price established at the date the commitment was entered into.

S. Indemnifications. In the normal course of business, the Fund may enter into contracts that provide certain indemnifications. The Fund's 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 U.S. government and short-term securities, were as follows:

	Purchases		Sales
American Century Large Company Value	$	58,501,250	$	55,987,473
American Century Select		799,641,057		891,898,021
American Century Small-Mid Cap Value		168,439,726		176,172,801
Baron Asset		9,498,216		1,742,042
Baron Small Cap Growth		147,212,823		59,667,080
Columbia Small Cap Value II		107,785,464		25,579,742
Davis Venture Value		130,553,246		6,660,621
Fundamental Research		208,526,153		158,327,873
Goldman Sachs_® Capital Growth		25,650,026		58,663,979
Goldman Sachs_® Structured Equity		58,367,081		115,703,181
JPMorgan International		213,956,307		212,269,845
JPMorgan Mid Cap Value		115,872,198		85,811,043
Legg Mason Partners Aggressive Growth		273,016,157		71,775,814
Legg Mason Partners Large Cap Growth		6,842,095		23,237,956
Lord Abbett U.S. Government Securities		7,598,126		2,792,589
Neuberger Berman Partners		567,088,378		209,055,912
Neuberger Berman Regency		14,058,896		3,257,317
OpCap Balanced Value		76,854,505		130,194,974
Oppenheimer Global		594,576,519		633,394,940
Oppenheimer Strategic Income		310,417,454		302,147,021
PIMCO Total Return		44,411,840		35,925,109
Pioneer High Yield		136,352,828		15,202,603
T.Rowe Price Diversified Mid Cap		439,704,399		637,890,355
T.Rowe Price Growth Equity		642,043,148		532,202,918
Templeton Foreign Equity		40,678,232		1,222,524
Thornburg Value		307,733,350		333,149,797
UBS U.S. Large Cap Equity		184,912,498		128,205,900
UBS U.S. Small Cap Growth		42,123,106		16,104,168
Van Kampen Comstock		394,275,692		213,047,145
Van Kampen Equity and Income		244,576,969		243,402,176

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

	Purchases		Sales
Lord Abbett U.S. Government Securities	$	382,446,971	$	337,936,291
Oppenheimer Strategic Income		215,361,278		190,024,243
PIMCO Total Return		2,764,737,430		2,734,033,897
Van Kampen Equity and Income		350,149,095		292,425,912

NOTE 4 — INVESTMENT ADVISORY AND ADMINISTRATIVE FEES

For its services, each Portfolio pays the Investment Adviser a monthly fee in arrears equal to the following as a percentage of each Portfolio's average daily net assets during the month:

Portfolio	Fee
American Century Large Company Value		0.80	%
American Century Select		0.64	%
American Century Small-Mid Cap Value		1.00	%
Baron Asset		0.95	%
Baron Small Cap Growth		0.85	%
Columbia Small Cap Value II		0.75	%
Davis Venture Value		0.80	%
Fundamental Research⁽¹⁾		0.60% on the first $2 billion
		0.55% on the next $1 billion
		0.50% on assets over $3 billion

164

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

NOTE 4 — INVESTMENT ADVISORY AND ADMINISTRATIVE FEES (continued)

Portfolio	Fee
Goldman Sachs_® Capital Growth⁽²⁾		0.80	%
Goldman Sachs_® Structured Equity		0.70	%
JPMorgan International		0.80	%
JPMorgan Mid Cap Value		0.75	%
Legg Mason Partners Aggressive Growth		0.70% on the first $500 million
		0.65% on assets over $500 million
Legg Mason Partners Large Cap Growth		0.64	%
Lord Abbett U.S. Government Securities		0.47% on the first $250 million
		0.45% on assets over $250 million
Neuberger Berman Partners		0.60	%
Neuberger Berman Regency		0.75	%
OpCap Balanced Value		0.80	%
Oppenheimer Global		0.60	%
Oppenheimer Strategic Income⁽³⁾		0.50% on the first $6.5 billion
		0.475% on the next $5 billion
		0.45% on the next $5 billion
		0.43% on assets over $16.5 billion
PIMCO Total Return		0.50	%
Pioneer High Yield		0.60% on the first $5 billion
		0.50% on the next $2 billion
		0.40% on the next $2 billion
		0.30% on assets over $9 billion
T. Rowe Price Diversified Mid Cap Growth		0.64	%
T. Rowe Price Growth Equity		0.60	%
Templeton Foreign Equity		0.80% on the first $500 million
		0.75% on assets over $500 million
Thornburg Value		0.65	%
UBS U.S. Large Cap Equity		0.70% on the first $500 million
		0.65% on assets over $500 million
UBS U.S. Small Cap Growth		0.90	%
Van Kampen Comstock		0.60	%
Van Kampen Equity and Income		0.55	%

⁽¹⁾ Prior to April 28, 2006, the rate was 0.60% for all assets

⁽²⁾ Prior to January 1, 2006, the rate was 0.85%

⁽³⁾Prior to April 28, 2006, the rate was 0.50% for all assets

DSL has contractually agreed to waive a portion of the advisory fee for American Century Small-Mid Cap Value, JPMorgan International and Van Kampen Comstock.

For the year ended December 31, 2006, DSL waived $31,957, $27,158 and $194,811 for American Century Small-Mid Cap Value, JPMorgan International and Van Kampen Comstock, respectively.

The waiver represents 50% of negotiated fee reductions in sub-advisory fees being charged to the investment adviser. The waiver only renews at the election of DSL.

American Century Investment Management, Inc. serves as Sub-Adviser to American Century Large Company Value, American Century Select, and American Century Small-Mid Cap Value. BAMCO, Inc. serves as Sub-Adviser to Baron Asset and Baron Small Cap Growth. Columbia Management Advisors, LLC serves as Sub-Adviser to Columbia Small Cap Value II. Davis Selected Advisers, L.P. serves as Sub-Adviser to Davis Venture Value. Goldman Sachs Asset Management, L.P. serves as Sub-Adviser to Goldman Sachs^® Capital Growth and Goldman Sachs^® Structured Equity. JPMorgan Asset Management (U.K.) Limited serves as Sub-Adviser to JPMorgan International. J .P. Morgan Investment Management Inc. serves as Sub-Adviser to JPMorgan Mid Cap Value. ClearBridge Advisors, LLC serves as Sub-Adviser to Legg Mason Partners Aggressive Growth and Legg Mason Partners Large Cap Growth. Lord, Abbett & Co., LLC serves as Sub-Adviser to Lord Abbett U.S. Government Securities. Neuberger Berman Management, Inc. serves as Sub-Adviser to Neuberger Berman Partners and Neuberger Berman Regency. Oppenheimer Capital LLC serves as Sub-Adviser to OpCap Balanced Value. OppenheimerFunds, Inc. serves as Sub-Adviser to Oppenheimer Global and Oppenheimer Strategic Income. Pacific Investment Management Company LLC serves as Sub-Adviser to PIMCO Total Return. Pioneer Investment Management, Inc. serves as Sub-Adviser to Pioneer High Yield. T. Rowe Price Associates, Inc. serves as Sub-Adviser to T. Rowe Price Diversified Mid Cap Growth and T. Rowe Price Growth Equity. Templeton Investment Counsel, LLC serves as Sub-Adviser to Templeton Foreign Equity. Thornburg Investment Management, Inc. serv es as Sub-Adviser to Thornburg Value. UBS Global Asset Management (Americas) Inc. serves as Sub-Adviser to UBS U.S. Large Cap Equity and UBS U.S. Small Cap Growth. Morgan Stanley Investment Management Inc., d/b/a Van Kampen, serves as Sub-Adviser to Van Kampen Comstock and Van Kampen Equity and Income.

Under an Administrative Services Agreement, ING Funds Services, LLC (the "Administrator"), an indirect, wholly-owned subsidiary of ING Groep, acts as administrator and provides certain administrative and shareholder services necessary for the following Portfolio's operations and is responsible for the supervision of other service providers. For its services, the Administrator is entitled to receive from each of the following Portfolios a fee at an annual rate of 0.10% of the Portfolios' average daily net assets:

Portfolio	Fee
Baron Asset		0.10	%
Columbia Small Cap Value II		0.10	%
Lord Abbett U.S. Government Securities		0.10	%
Neuberger Berman Partners		0.10	%
Neuberger Berman Regency		0.10	%
Pioneer High Yield		0.10	%
Templeton Foreign Equity		0.10	%
UBS U.S. Small Cap Growth		0.10	%

165

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

NOTE 4 — INVESTMENT ADVISORY AND ADMINISTRATIVE FEES (continued)

In addition to providing all administrative services necessary for the Portfolios' operations, the administrator also assumes all ordinary recurring direct costs of the Portfolios below, such as custodian fees, director's fees, transfer agency fees and accounting fees. As compensation for these services, the Administrator receives a monthly fee from each Portfolio below at an annual rate based on the average daily net assets of each Portfolio as follows:

Portfolio	Fee
American Century Large Company Value		0.20	%
American Century Select		0.02	%
American Century Small-Mid Cap Value⁽¹⁾		0.25	%
Baron Small Cap Growth⁽¹⁾		0.23	%
Davis Venture Value		0.10	%
Fundamental Research		0.20	%
Goldman Sachs_® Capital Growth⁽²⁾		0.10	%
Goldman Sachs_® Structured Equity		0.20	%
JPMorgan International		0.20	%
JPMorgan Mid Cap Value⁽³⁾		0.25	%
Legg Mason Partners Aggressive Growth		0.13	%
Legg Mason Partners Large Cap Growth		0.20	%
OpCap Balanced Value		0.20	%
Oppenheimer Global		0.06	%
Oppenheimer Strategic Income		0.04	%
PIMCO Total Return⁽⁴⁾		0.25	%
T. Rowe Price Diversified Mid Cap Growth		0.02	%
T. Rowe Price Growth Equity		0.15	%
Thornburg Value		0.25	%
UBS U.S. Large Cap Equity		0.15	%
Van Kampen Comstock⁽³⁾		0.25	%
Van Kampen Equity and Income		0.02	%

⁽¹⁾Prior to January 1, 2006, the rate was 0.40%

⁽²⁾ Prior to January 1, 2006, the rate was 0.20%

⁽³⁾ Prior to April 28, 2006, the rate was 0.35%. The Administrator had also contractually agreed through May 1, 2006 to waive all or a portion of the administrative services fees and/or reimburse the administrative expenses for the Van Kampen Comstock I Class so that the total net operating expense did not exceed 0.88%. For the year ended December 31, 2006, the Administrator waived $170,088 of the Portfolio's I Class administrative fees.

⁽⁴⁾ Prior to January 1, 2006, the rate was 0.35%

NOTE 5 — DISTRIBUTION AND SERVICE FEES

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 ("the Plan") for the ADV Class shares of each Portfolio. The Plan provides for a distribution fee, payable to the Distributor. The Distributor may pay, on behalf of each Portfolio, out of its distribution fee, compensation to certain financial institutions for providing distribution assistance. Under the Plan, a Portfolio makes payments at an annual rate of 0.25% of the Portfolio's average daily net assets attributable to its ADV Class shares. Effective April 28, 2006, the Distributor has voluntarily agreed to waive all or a portion of the distribution fees for Oppenheimer Global and T. Rowe Price Diversified Mid Cap Growth so that total net operating expenses do not exceed 1.15% for each Portfolio's respective ADV Class shares through May 1, 2007.

S Class and ADV Class of shares are further subject to a shareholder servicing fee payable to Shareholder Organizations pursuant to the Shareholder Servicing Plan adopted for S Class and ADV Class which shall not exceed an annual rate of 0.25% of the average daily net assets of each of the S Class and ADV Class. Effective May 1, 2006, the Distributor has voluntarily agreed to waive all or a portion of the services fees for Oppenheimer Strategic Income, so that total net operating expenses for ADV Class shares do not exceed 1.00% and for S Class shares do not exceed 0.75%, through May 1, 2008. Effective December 16, 2006, the Distributor has voluntarily agreed to waive all or a portion of service fee for the Neuberger Berman Partners so that total net operation expenses do not exceed 0.89% for the Portfolio's respective S Class shares through April 30, 2009.

Fees paid to the Distributor and Shareholder Organizations by class during the year ended December 31, 2006 are shown in the accompanying Statements of Operations.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES 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 Note 4):

Portfolio	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Accrued Recoupment		Total
American Century Large Company Value	$	76,608	$	19,152	$	9,342	$	—	$	105,102
American Century Select		179,582		5,824		5,999		—		191,405
American Century Small-Mid Cap Value		91,969		22,992		15,480		—		130,441
Baron Asset		7,366		775		1,429		—		9,570
Baron Small Cap Growth		343,149		92,852		82,648		—		518,649
Columbia Small Cap Value II		53,846		7,179		15,430		—		76,455
Davis Venture Value		136,713		17,089		33,205		—		187,007
Fundamental Research		50,701		16,900		9,186		—		76,787
Goldman Sachs_® Capital Growth		25,915		3,239		8,077		—		37,231
Goldman Sachs_® Structured Equity		32,808		9,374		12,332		—		54,514
JPMorgan International		742,874		185,720		36,533		—		965,127
JPMorgan MidCap Value		151,270		50,423		28,653		—		230,346
Legg Mason Partners Aggressive Growth		770,516		149,855		44,354		—		964,725
Legg Mason Partners Large Cap Growth		24,316		7,599		10,201		—		42,116
Lord Abbett U.S. Government Securities		20,500		4,362		2,987		6,756		34,605
Neuberger Berman Partners		214,332		26,985		36,709		—		278,026
Neuberger Berman Regency		7,761		1,035		1,276		—		10,072

166

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

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

Portfolio	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Accrued Recoupment		Total
OpCap Balanced Value	$	59,776	$	14,944	$	18,541	$	—	$	93,261
Oppenheimer Global		1,413,003		141,297		69,575		—		1,623,875
Oppenheimer Strategic Income		181,004		14,480		13,511		—		208,995
PIMCO Total Return		141,312		70,656		30,764		—		242,732
Pioneer High Yield		64,089		10,681		1,969		—		76,739
T. Rowe Price Diversified Mid Cap Growth		628,629		19,643		23,396		—		671,668
T. Rowe Price Growth Equity		717,793		179,448		52,554		—		949,795
Templeton Foreign Equity		29,501		3,688		6,894		3,851		43,934
Thornburg Value		107,719		41,430		1,678		—		150,827
UBS U.S. LargeCap Equity		229,663		49,214		7,573		—		286,450
UBS U.S. Small Cap Growth		20,890		2,321		1,117		—		24,328
Van Kampen Comstock		614,301		215,789		91,884		—		921,974
Van Kampen Equity and Income		486,185		17,678		26,529		—		530,392

At December 31, 2006, all shares of the Portfolios were owned by 1) separate accounts of DSL and its insurance company affiliates for the benefit of variable contract policyholders 2) ING National Trust, an indirect, wholly-owned subsidiary of ING Groep, as trustee or custodian of qualified pension and retirement plans that invest in the Portfolios directly and 3) DSL in connection with seed capital contributions made to the Portfolios.

The following portfolios placed a portion of its portfolio transactions with brokerage firms that are affiliates of the Investment Adviser. The commissions paid to these affiliated firms were:

Portfolio	Affiliated Brokers	Commissions Paid
JPMorgan International	ING Baring LLC	$	7,821
OpCap Balanced Value	ING Baring LLC		84

NOTE 7 — OTHER ACCRUED EXPENSES AND LIABILITIES

At December 31, 2006, Baron Asset and Neuberger Berman Regency had the following expenses included in Other Accrued Expenses and Liabilities on the Statement of Assets and Liabilities that exceded 5% of total liabilities.

Portfolio	Expense	Amount
Baron Asset	Offering Custody Postage Printing		$1,869 1,154 868 1,168
Neuberger Berman Regency	Miscellaneous Postage		1,335 2,840

NOTE 8 — EXPENSE LIMITATIONS

The Investment Adviser has entered into a written expense limitation agreement ("expense limitation agreement") with certain of the Portfolios, whereby the Investment Adviser has agreed to limit expenses, excluding interest, taxes, brokerage and extraordinary expenses to the following annual expenses to average daily net assets:

	Class ADV			Class I			Class S
Baron Asset		1.55	%		1.05	%		1.30	%
Columbia Small Cap Value II		1.65	%		1.15	%		1.40	%
Fundamental Research⁽¹⁾		1.25	%		0.75	%		1.00	%
Lord Abbett U.S. Government Securities		1.22	%		0.72	%		0.97	%
Neuberger Berman Partners		1.17	%		0.67	%		0.92	%
Neuberger Berman Regency		1.38	%		0.88	%		1.13	%
Pioneer High Yield		1.25	%		0.75	%		1.00	%
Templeton Foreign Equity		1.48	%		0.98	%		1.23	%
UBS U.S. Small Cap Growth		1.50	%		1.00	%		1.25	%

⁽¹⁾Effective April 28, 2006, Fundamental Research Portfolio implemented an expense limitation.

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 by, and any recoupment to 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.

For the year ended December 31, 2006, the amounts of waived and reimbursed fees that are subject to possible recoupment by the Investment Manager, and the related expiration dates are as follows:

	December 31
	2007		2008		2009		Total
Baron Asset	$	—	$	—	$	42,786	$	42,786
Fundamental Research		—		—		35,157		35,157
Lord Abbett U.S. Government Securities		—		—		1,228		1,228
Neuberger Berman Partners		—		—		144,882		144,882
Neuberger Berman Regency		—		—		44,767		44,767
Pioneer High Yield		—		—		55,492		55,492
Templeton Foreign Equity		—		—		64,212		64,212
UBS U.S. Small Cap Growth		—		—		26,700		26,700

The Expense Limitation Agreement is contractual and shall renew automatically unless DSL provides written notice of the termination of the Expense Limitation Agreement within 90 days of the end of the then current term.

167

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

NOTE 9 — OPTIONS WRITTEN

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

Oppenheimer Strategic Income:

	USD Notional			EUR Notional			GBP Notional			JPY Notional			MXN Notional			TRY Notional		Premium
Balance at 12/31/05		3,890,000						—			—			—			—	$	15,949
Options Written		—			5,460,000			520,000			1,842,000,000			4,300,000			1,780,000		117,636
Options Terminated in Closing Purchase Transactions					(640,000	)		(260,000	)		—			(4,300,000	)		—		(11,322	)
Options Expirations		(3,890,000	)		(640,000	)		(260,000	)		(1,842,000,000	)		—			—		(61,112	)
Options Exercised		—			—			—			—			—			—		—
Balance at 12/31/06		—			4,180,000			—			—			—			1,780,000	$	61,150

Transactions in options written for PIMCO Total Return for the year ended December 31, 2006 were as follows:

PIMCO Total Return:

	USD Notional			EUR Notional		GBP Notional		Premium
Balance at 12/31/05		24,400,000			—		—	$	229,024
Options Written		203,600,000			15,500,000		9,700,000		2,114,630
Options Terminated in Closing Purchase Transactions		(72,400,000	)						(683,476	)
Options Expirations		(7,300,000	)						(58,598	)
Options Exercised		(15,000,000	)						(43,652	)
Balance at 12/31/06		133,300,000			15,500,000		9,700,000	$	1,557,928

	Number of Contracts			Premium
Balance at 12/31/05		128		$	29,914
Options Written		839			306,147
Options Terminated in Closing Purchase Transactions		(259	)		(69,999	)
Options Expirations		(256	)		(89,504	)
Options Exercised		(46	)		(27,163	)
Balance at 12/31/06		406		$	149,395
12/31/06 BALANCE OF PREMIUMS RECEIVED FOR OPTIONS WRITTEN:				$	1,707,323

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
American Century Large Company Value (Number of Shares)
Shares sold		6,955,603			2,661,918			411,958			306,759			303,456			478,928
Dividends reinvested		321,371			13,064			74,668			38,001			56,349			5,040
Shares redeemed		(4,925,884	)		(101,274	)		(2,088,243	)		(1,986,733	)		(532,587	)		(263,373	)
Net increase (decrease) in shares outstanding		2,351,090			2,573,708			(1,601,617	)		(1,641,973	)		(172,782	)		220,595
American Century Large Company Value ($)
Shares sold	$	103,021,839		$	37,349,021		$	6,122,417		$	4,287,796		$	4,436,231		$	6,612,829
Dividends reinvested		4,582,754			179,496			1,067,012			521,379			793,962			68,599
Shares redeemed		(71,687,988	)		(1,407,870	)		(30,870,813	)		(27,663,175	)		(7,666,397	)		(3,547,962	)
Net increase (decrease)	$	35,916,605		$	36,120,647		$	(23,681,384	)	$	(22,854,000	)	$	(2,436,204	)	$	3,133,466

168

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
American Century Select (Number of Shares)
Shares sold		1,827,218			31,914,281			118,906			436,803			571,291			246,400
Dividends reinvested		519,194			—			4,388			—			7,983			—
Shares redeemed		(11,580,555	)		(10,661,975	)		(492,043	)		(1,016,486	)		(1,660,756	)		(1,227,514	)
Net increase (decrease) in shares outstanding		(9,234,143	)		21,252,306			(368,749	)		(579,683	)		(1,081,482	)		(981,114	)
American Century Select ($)
Shares sold	$	17,106,401		$	278,369,130		$	1,075,520		$	3,904,181		$	5,152,553		$	2,206,539
Dividends reinvested		4,330,077			—			36,331			—			65,623			—
Shares redeemed		(104,612,463	)		(97,997,787	)		(4,470,898	)		(9,000,068	)		(15,001,901	)		(11,026,541	)
Net increase (decrease)	$	(83,175,985	)	$	180,371,343		$	(3,359,047	)	$	(5,095,887	)	$	(9,783,725	)	$	(8,820,002	)
	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
American Century Small-Mid Cap Value (Number of Shares)
Shares sold		2,277,704			1,827,763			619,621			912,770			388,600			587,711
Dividends reinvested		16,708			436,034			11,082			402,482			3,334			97,983
Shares redeemed		(2,681,397	)		(657,550	)		(758,282	)		(742,863	)		(396,055	)		(171,647	)
Net increase (decrease) in shares outstanding		(386,985	)		1,606,247			(127,579	)		572,389			(4,121	)		514,047
American Century Small-Mid Cap Value ($)
Shares sold	$	28,364,750		$	22,769,281		$	7,844,421		$	11,224,653		$	4,792,499		$	7,261,980
Dividends reinvested		199,327			5,194,173			131,656			4,790,132			39,179			1,152,631
Shares redeemed		(33,077,908	)		(7,948,088	)		(9,535,053	)		(9,329,831	)		(4,862,523	)		(2,078,194	)
Net increase (decrease)	$	(4,513,831	)	$	20,015,366		$	(1,558,976	)	$	6,684,954		$	(30,845	)	$	6,336,417

	Class I			Class S			Class ADV
	January 3, 2006⁽¹⁾ to December 31, 2006			May 3, 2006⁽¹⁾ to December 31, 2006			January 18, 2006⁽¹⁾ to December 31, 2006
Baron Asset (Number of Shares)
Shares sold		509,448			28,654			320,896
Shares redeemed		(8,403	)		(483	)		(31,316	)
Net increase in shares outstanding		501,045			28,171			289,580
Baron Asset ($)
Shares sold	$	5,094,491		$	303,753		$	3,230,071
Shares redeemed		(87,166	)		(5,436	)		(320,482	)
Net increase	$	5,007,325		$	298,317		$	2,909,589

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Baron Small Cap Growth (Number of Shares)
Shares sold		5,011,290			3,405,463			7,459,932			7,294,601			988,254			1,175,024
Dividends reinvested		71,771			—			150,917			—			23,539			—
Shares redeemed		(3,071,531	)		(355,053	)		(4,208,141	)		(1,997,997	)		(478,967	)		(341,891	)
Net increase in shares outstanding		2,011,530			3,050,410			3,402,708			5,296,604			532,826			833,133
Baron Small Cap Growth ($)
Shares sold	$	86,211,661		$	53,251,215		$	128,766,418		$	113,602,924		$	16,977,989		$	17,807,762
Dividends reinvested		1,149,060			—			2,389,008			—			368,625			—
Shares redeemed		(52,227,320	)		(5,541,929	)		(72,246,291	)		(30,969,966	)		(7,993,863	)		(5,195,708	)
Net increase	$	35,133,401		$	47,709,286		$	58,909,135		$	82,632,958		$	9,352,751		$	12,612,054

(1) Commencement of operations.

169

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I			Class S			Class ADV
	April 28, 2006⁽¹⁾ to December 31, 2006			May 1, 2006⁽¹⁾ to December 31, 2006			December 29, 2006⁽¹⁾ to December 31, 2006
Columbia Small Cap Value II (Number of Shares)
Shares sold		1,366,939			8,022,908			99
Shares redeemed		(217,067	)		(536,249	)		—
Net increase in shares outstanding		1,149,872			7,486,659			99
Columbia Small Cap Value II ($)
Shares sold	$	13,596,217	*	$	76,892,835		$	1,000
Shares redeemed		(2,084,285	)		(5,219,377	)		—
Net increase	$	11,511,932		$	71,673,458		$	1,000

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Davis Venture Value (Number of Shares)
Shares sold		2,891,880			45,465			4,999,094			486,605			116,404			539,144
Dividends reinvested		61,204			408			348,181			—			47,958			315
Shares redeemed		(112,032	)		(62,574	)		(743,043	)		(1,369,582	)		(96,026	)		(499,011	)
Net increase (decrease) in shares outstanding		2,841,052			(16,701	)		4,604,232			(882,977	)		68,336			40,448
Davis Venture Value ($)
Shares sold	$	54,082,000		$	817,668		$	94,372,300		$	8,749,608		$	2,163,980		$	9,508,471
Dividends reinvested		1,099,844			7,346			6,211,554			—			842,625			5,573
Shares redeemed		(2,104,773	)		(1,130,716	)		(14,069,002	)		(24,365,401	)		(1,798,414	)		(8,889,431	)
Net increase (decrease)	$	53,077,071		$	(305,702	)	$	86,514,852		$	(15,615,793	)	$	1,208,191		$	624,613
	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Fundamental Research (Number of Shares)
Shares sold		4,109,012			62,654			2,444,767			652,623			45,519			53,097
Shares issued from merger		1,827,316			795,084			—			—			—			—
Dividends reinvested		124,817			5,902			68,839			40,102			6,466			3,246
Shares redeemed		(1,253,395	)		(163,939	)		(1,941,787	)		(2,307,923	)		(85,403	)		(53,779	)
Net increase (decrease) in shares outstanding		4,807,750			699,701			571,819			(1,615,198	)		(33,418	)		2,564
Fundamental Research ($)
Shares sold	$	39,827,015		$	545,101		$	22,691,949		$	5,666,170		$	426,005		$	460,479
Shares issued from merger		17,722,782			7,324,877			—			—			—			—
Dividends reinvested		1,125,853			49,929			620,929			339,663			57,802			27,298
Shares redeemed		(11,719,719	)		(1,422,007	)		(18,092,450	)		(19,964,556	)		(798,470	)		(460,687	)
Net increase (decrease)	$	46,955,931		$	6,497,900		$	5,220,428		$	(13,958,723	)	$	(314,663	)	$	27,090

(1) Commencement of operations.

* Includes in-kind subscription from a substitution.

170

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Goldman Sachs_® Capital Growth (Number of Shares)
Shares sold		100,663			118,944			436,496			565,786			100,392			69,593
Dividends reinvested		—			895			—			20,823			—			—
Shares redeemed		(89,608	)		(31,348	)		(2,805,630	)		(3,466,737	)		(212,536	)		(277,094	)
Net increase (decrease) in shares outstanding		11,055			88,491			(2,369,134	)		(2,880,128	)		(112,144	)		(207,501	)
Goldman Sachs_® Capital Growth ($)
Shares sold	$	1,221,502		$	1,337,332		$	5,173,569		$	6,177,415		$	1,176,199		$	761,815
Dividends reinvested		—			9,754			—			226,138			—			—
Shares redeemed		(1,069,040	)		(345,991	)		(33,124,040	)		(38,259,051	)		(2,554,292	)		(3,011,024	)
Net increase (decrease)	$	152,462		$	1,001,095		$	(27,950,471	)	$	(31,855,498	)	$	(1,378,093	)	$	(2,249,209	)
	Class I⁽¹⁾						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Goldman Sachs_® Structured Equity (Number of Shares)
Shares sold		85			—			429,259			634,380			210,575			92,324
Dividends reinvested		—			15			754,397			1,064,865			22,188			7,296
Shares redeemed		(120	)		—			(4,758,471	)		(2,136,095	)		(52,204	)		(30,304	)
Net increase (decrease) in shares outstanding		(35	)		15			(3,574,815	)		(436,850	)		180,559			69,316
Goldman Sachs_® Structured Equity ($)
Shares sold	$	1,000		$	—		$	5,325,000		$	7,962,329		$	2,459,360		$	1,158,740
Dividends reinvested		—			170			8,162,576			12,171,411			235,639			82,596
Shares redeemed		(1,575	)		—			(60,796,191	)		(26,495,371	)		(632,724	)		(375,052	)
Net increase (decrease)	$	(575	)	$	170		$	(47,308,615	)	$	(6,361,631	)	$	2,062,275		$	866,284
	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
JPMorgan International (Number of Shares)
Shares sold		45,558,811			2,992,581			9,306,142			34,481,815			417,670			164,851
Dividends reinvested		549,926			224,057			12,367			246,190			2,525			1,136
Shares redeemed		(14,457,382	)		(7,421,491	)		(42,019,041	)		(8,952,601	)		(46,939	)		(84,381	)
Net increase (decrease) in shares outstanding		31,651,355			(4,204,853	)		(32,700,532	)		25,775,404			373,256			81,606
JPMorgan International ($)
Shares sold	$	693,275,127		$	37,093,357		$	135,310,861		$	421,334,049		$	6,240,136		$	2,038,736
Dividends reinvested		8,050,923			2,668,525			180,927			2,914,895			36,480			13,389
Shares redeemed		(217,426,374	)		(91,750,930	)		(629,724,417	)		(110,440,369	)		(682,076	)		(1,055,855	)
Net increase (decrease)	$	483,899,676		$	(51,989,048	)	$	(494,232,629	)	$	313,808,575		$	5,594,540		$	996,270
	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
JPMorgan MidCap Value (Number of Shares)
Shares sold		2,819,227			2,647,024			1,058,452			2,011,533			626,803			666,879
Dividends reinvested		50,978			414,890			40,231			410,041			8,285			61,014
Shares redeemed		(882,739	)		(1,286,352	)		(1,063,949	)		(1,445,928	)		(148,523	)		(194,750	)
Net increase in shares outstanding		1,987,466			1,775,562			34,734			975,646			486,565			533,143
JPMorgan MidCap Value ($)
Shares sold	$	42,547,053		$	38,175,596		$	16,122,783		$	28,693,277		$	9,333,354		$	9,602,999
Dividends reinvested		746,324			5,888,381			586,161			5,801,817			119,806			857,812
Shares redeemed		(13,435,093	)		(18,071,001	)		(16,014,541	)		(20,973,214	)		(2,199,483	)		(2,797,151	)
Net increase	$	29,858,284		$	25,992,976		$	694,403		$	13,521,880		$	7,253,677		$	7,663,660

(1) Class I fully redeemed on May 5, 2006 and recommenced operations on December 29, 2006.

171

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Legg Mason Partners Aggressive Growth (Number of Shares)
Shares sold		14,639,264			501,090			3,132,784			7,470,449			175,580			117,048
Shares redeemed		(3,047,781	)		(2,982,665	)		(9,213,654	)		(6,520,178	)		(178,669	)		(18,541	)
Net increase (decrease) in shares outstanding		11,591,483			(2,481,575	)		(6,080,870	)		950,271			(3,089	)		98,507
Legg Mason Partners Aggressive Growth ($)
Shares sold	$	687,226,545		$	21,086,158		$	144,043,823		$	295,891,931		$	7,901,186		$	4,736,368
Shares redeemed		(142,216,819	)		(119,361,484	)		(429,980,390	)		(249,022,493	)		(8,161,851	)		(742,579	)
Net increase (decrease)	$	545,009,726		$	(98,275,326	)	$	(285,936,567	)	$	46,869,438		$	(260,665	)	$	3,993,789
	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Legg Mason Partners Large Cap Growth (Number of Shares)
Shares sold		272,902			562,690			101,246			156,502			270,377			324,990
Dividends reinvested		27,949			193,291			19,117			129,778			30,526			271,521
Shares redeemed		(705,884	)		(668,226	)		(390,256	)		(370,087	)		(922,106	)		(1,150,132	)
Net increase (decrease) in shares outstanding		(405,033	)		87,755			(269,893	)		(83,807	)		(621,203	)		(553,621	)
Legg Mason Partners Large Cap Growth ($)
Shares sold	$	3,110,302		$	6,393,969		$	1,129,218		$	1,799,706		$	3,019,643		$	3,711,025
Dividends reinvested		290,112			2,054,680			196,333			1,369,162			311,057			2,850,971
Shares redeemed		(8,171,323	)		(7,577,392	)		(4,462,310	)		(4,297,264	)		(10,276,922	)		(13,131,647	)
Net increase (decrease)	$	(4,770,909	)	$	871,257		$	(3,136,759	)	$	(1,128,396	)	$	(6,946,222	)	$	(6,569,651	)

	Class I			Class S			Class ADV
	January 3, 2006⁽¹⁾ to December 31, 2006			January 18, 2006⁽¹⁾ to December 31, 2006			December 20, 2006⁽¹⁾ to December 31, 2006
Lord Abbett U.S. Government Securities (Number of Shares)
Shares sold		5,117,101			2,458,020			97
Dividends reinvested		143,705			57,827			—
Shares redeemed		(1,709,930	)		(1,100,405	)		—
Net increase in shares outstanding		3,550,876			1,415,442			97
Lord Abbett U.S. Government Securities ($)
Shares sold	$	50,827,619		$	24,705,248		$	1,010
Dividends reinvested		1,428,428			574,796			—
Shares redeemed		(17,296,230	)		(11,000,899	)		—
Net increase	$	34,959,817		$	14,279,145		$	1,010
	Class I			Class S			Class ADV
	January 19, 2006⁽¹⁾ to December 31, 2006			January 3, 2006⁽¹⁾ to December 31, 2006			December 29, 2006⁽¹⁾ to December 31, 2006
Neuberger Berman Partners (Number of Shares)
Shares sold		25,101,066			9,880,195			92
Shares issued from merger		1			16,275,105			—
Shares redeemed		(3,863,723	)		(9,496,861	)		—
Net increase in shares outstanding		21,237,344			16,658,439			92
Neuberger Berman Partners ($)
Shares sold	$	258,138,091		$	99,240,980		$	1,000
Shares issued from merger		18			178,456,935			—
Shares redeemed		(39,243,444	)		(98,649,240	)		—
Net increase	$	218,894,665		$	179,048,675		$	1,000

(1) Commencement of operations.

172

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I			Class S			Class ADV
	January 3, 2006⁽¹⁾ to December 31, 2006			January 12, 2006⁽¹⁾ to December 31, 2006			December 20, 2006⁽¹⁾ to December 31, 2006
Neuberger Berman Regency (Number of Shares)
Shares sold		573,279			771,224			94
Dividends reinvested		495			3,356			—
Shares redeemed		(2,912	)		(169,566	)		—
Net increase in shares outstanding		570,862			605,014			94
Neuberger Berman Regency ($)
Shares sold	$	5,718,914		$	7,753,095		$	1,010
Dividends reinvested		5,314			36,009			—
Shares redeemed		(28,762	)		(1,721,062	)		—
Net increase	$	5,695,466		$	6,068,042		$	1,010

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
OpCap Balanced Value (Number of Shares)
Shares sold		80,660			80,997			396,940			862,329			58,246			44,169
Dividends reinvested		4,696			2,106			56,152			38,777			2,131			569
Shares redeemed		(94,031	)		(78,341	)		(3,923,866	)		(4,073,657	)		(60,924	)		(73,629	)
Net increase (decrease) in shares outstanding		(8,675	)		4,762			(3,470,774	)		(3,172,551	)		(547	)		(28,891	)
OpCap Balanced Value ($)
Shares sold	$	1,134,525		$	1,080,048		$	5,587,245		$	11,538,629		$	816,845		$	585,645
Dividends reinvested		63,166			28,329			755,243			520,776			28,385			7,580
Shares redeemed		(1,332,794	)		(1,056,901	)		(54,913,812	)		(54,650,002	)		(851,293	)		(981,543	)
Net increase (decrease)	$	(135,103	)	$	51,476		$	(48,571,324	)	$	(42,590,597	)	$	(6,063	)	$	(388,318	)
	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Oppenheimer Global (Number of Shares)
Shares sold		6,424,797			103,016,953			6,382,382			3,428,892			1,696,793			1,210,802
Dividends reinvested		347,770			4,041,348			14,921			63,798			17,165			156,780
Shares redeemed		(15,372,206	)		(13,320,574	)		(443,727	)		(2,076,401	)		(3,529,353	)		(3,887,592	)
Net increase (decrease) in shares outstanding		(8,599,639	)		93,737,727			5,953,576			1,416,289			(1,815,395	)		(2,520,010	)
Oppenheimer Global ($)
Shares sold	$	99,387,512		$	1,252,579,506		$	94,829,014		$	45,138,934		$	24,845,252		$	15,348,701
Dividends reinvested		5,077,453			57,127,283			214,388			886,167			243,735			2,162,494
Shares redeemed		(237,338,053	)		(174,735,557	)		(6,691,967	)		(25,073,244	)		(52,362,841	)		(51,971,027	)
Net increase (decrease)	$	(132,873,088	)	$	1,134,971,232		$	88,351,435		$	20,951,857		$	(27,273,854	)	$	(34,459,832	)
	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Oppenheimer Strategic Income (Number of Shares)
Shares sold		7,029,713			23,300,205			1,212,240			2,073,206			526,361			277,984
Dividends reinvested		130,181			685,117			5,803			122,816			1,365			9,827
Shares redeemed		(4,141,588	)		(3,891,420	)		(2,082,268	)		(2,161,397	)		(175,540	)		(140,231	)
Net increase (decrease) in shares outstanding		3,018,306			20,093,902			(864,225	)		34,625			352,186			147,580
Oppenheimer Strategic Income ($)
Shares sold	$	72,764,925		$	233,758,163		$	12,449,477		$	20,965,239		$	5,388,475		$	2,802,224
Dividends reinvested		1,398,755			6,830,671			62,039			1,224,476			14,604			97,781
Shares redeemed		(42,555,223	)		(39,258,179	)		(21,328,206	)		(21,799,624	)		(1,805,281	)		(1,410,390	)
Net increase (decrease)	$	31,608,457		$	201,330,655		$	(8,816,690	)	$	390,091		$	3,597,798		$	1,489,615

(1) Commencement of operations.

173

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
PIMCO Total Return (Number of Shares)
Shares sold		9,297,232			9,717,091			1,694,599			3,353,861			1,090,059			1,177,965
Dividends reinvested		413,354			370,074			139,350			202,898			40,189			47,533
Shares redeemed		(6,727,849	)		(1,047,575	)		(1,122,866	)		(3,915,857	)		(937,716	)		(455,201	)
Net increase (decrease) in shares outstanding		2,982,737			9,039,590			711,083			(359,098	)		192,532			770,297
PIMCO Total Return ($)
Shares sold	$	101,621,577		$	106,751,522		$	18,505,896		$	36,646,753		$	11,796,422		$	12,796,531
Dividends reinvested		4,464,221			4,041,205			1,499,405			2,207,527			429,622			514,778
Shares redeemed		(73,757,665	)		(11,475,514	)		(12,285,990	)		(42,874,969	)		(10,155,390	)		(4,929,923	)
Net increase (decrease)	$	32,328,133		$	99,317,213		$	7,719,311		$	(4,020,689	)	$	2,070,654		$	8,381,386

	Class I			Class S			Class ADV
	January 3, 2006⁽¹⁾ to December 31, 2006			January 20, 2006⁽¹⁾ to December 31, 2006			January 20, 2006⁽¹⁾ to December 31, 2006
Pioneer High Yield (Number of Shares)
Shares sold		12,879,573			1,074,712			804,412
Dividends reinvested		412,987			48,798			17,775
Shares redeemed		(1,552,313	)		(313,107	)		(772,292	)
Net increase in shares outstanding		11,740,247			810,403			49,895
Pioneer High Yield ($)
Shares sold	$	128,967,126		$	10,739,273		$	8,039,832
Dividends reinvested		4,162,628			490,098			177,443
Shares redeemed		(15,539,024	)		(3,134,130	)		(7,647,456	)
Net increase	$	117,590,730		$	8,095,241		$	569,819

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
T. Rowe Price Diversified Mid Cap Growth (Number of Shares)
Shares sold		6,108,855			90,855,628			562,060			830,513			4,340,652			1,278,984
Dividends reinvested		2,901,386			2,294,158			65,615			47,513			151,184			155,088
Shares redeemed		(24,129,518	)		(21,132,843	)		(2,075,230	)		(1,967,457	)		(7,359,250	)		(3,384,627	)
Net increase (decrease) in shares outstanding		(15,119,277	)		72,016,943			(1,447,555	)		(1,089,431	)		(2,867,414	)		(1,950,555	)
T. Rowe Price Diversified Mid Cap Growth ($)
Shares sold	$	55,394,856		$	688,591,097		$	4,998,673		$	6,593,530		$	37,662,475		$	10,074,467
Dividends reinvested		23,791,368			18,009,139			530,826			369,650			1,209,471			1,195,725
Shares redeemed		(214,858,831	)		(170,184,281	)		(17,594,314	)		(14,967,425	)		(64,759,712	)		(26,603,625	)
Net increase (decrease)	$	(135,672,607	)	$	536,415,955		$	(12,064,815	)	$	(8,004,245	)	$	(25,887,766	)	$	(15,333,433	)

(1) Commencement of operations.

174

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
T. Rowe Price Growth Equity (Number of Shares)
Shares sold		7,098,028			1,609,059			825,959			3,099,968			552,839			570,153
Dividends reinvested		89,917			84,803			1,498			9,434			3,217			1,776
Shares redeemed		(2,834,054	)		(1,291,892	)		(3,321,964	)		(357,686	)		(416,092	)		(503,779	)
Net increase (decrease) in shares outstanding		4,353,891			401,970			(2,494,507	)		2,751,716			139,964			68,150
T. Rowe Price Growth Equity ($)
Shares sold	$	389,488,623		$	79,961,165		$	44,679,348		$	153,365,981		$	29,702,727		$	27,928,540
Dividends reinvested		4,673,010			4,157,878			77,274			459,082			164,722			86,062
Shares redeemed		(154,954,764	)		(63,812,431	)		(181,745,667	)		(18,001,009	)		(22,216,100	)		(24,632,482	)
Net increase (decrease)	$	239,206,869		$	20,306,612		$	(136,989,045	)	$	135,824,054		$	7,651,349		$	3,382,120

	Class I			Class S			Class ADV
	January 3, 2006⁽¹⁾ to December 31, 2006			January 12, 2006⁽¹⁾ to December 31, 2006			December 20, 2006⁽¹⁾ to December 31, 2006
Templeton Foreign Equity (Number of Shares)
Shares sold		1,000,001			3,418,607			86
Dividends reinvested		—			31,296			—
Shares redeemed		(86,372	)		(435,506	)		—
Net increase in shares outstanding		913,629			3,014,397			86
Templeton Foreign Equity ($)
Shares sold	$	10,000,010		$	36,701,224		$	1,010
Dividends reinvested		—			375,868			—
Shares redeemed		(900,000	)		(4,676,209	)		—
Net increase	$	9,100,010		$	32,400,883		$	1,010

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Thornburg Value (Number of Shares)
Shares sold		122,100			218,098			307,683			766			16,010			1,354
Dividends reinvested		32,202			63,630			27			66			16			36
Shares redeemed		(1,317,692	)		(1,898,027	)		(103,396	)		(7,115	)		(2,510	)		(3,414	)
Net increase (decrease) in shares outstanding		(1,163,390	)		(1,616,299	)		204,314			(6,283	)		13,516			(2,024	)
Thornburg Value ($)
Shares sold	$	3,560,314		$	5,821,235		$	9,260,104		$	20,613		$	477,546		$	35,779
Dividends reinvested		882,011			1,677,923			742			1,734			421			946
Shares redeemed		(37,725,387	)		(50,560,022	)		(3,138,049	)		(188,367	)		(69,036	)		(90,650	)
Net increase (decrease)	$	(33,283,062	)	$	(43,060,864	)	$	6,122,797		$	(166,020	)	$	408,931		$	(53,925	)

(1) Commencement of operations.

175

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
UBS U.S. Large Cap Equity (Number of Shares)
Shares sold		9,595,093			2,809,555			2,772,902			1,353,016			366,913			47,362
Dividends reinvested		244,847			267,258			11,883			4,244			998			106
Shares redeemed		(5,332,212	)		(5,088,577	)		(1,134,560	)		(583,822	)		(26,504	)		(6,802	)
Net increase (decrease) in shares outstanding		4,507,728			(2,011,764	)		1,650,225			773,438			341,407			40,666
UBS U.S. Large Cap Equity ($)
Shares sold	$	93,073,309		$	24,386,763		$	26,738,676		$	11,895,077		$	3,597,967		$	420,260
Dividends reinvested		2,308,904			2,317,124			110,985			36,503			9,291			913
Shares redeemed		(51,922,487	)		(44,378,759	)		(11,044,116	)		(5,299,117	)		(249,855	)		(59,843	)
Net increase (decrease)	$	43,459,726		$	(17,674,872	)	$	15,805,545		$	6,632,463		$	3,357,403		$	361,330

	Class I			Class S			Class ADV
	April 28, 2006⁽¹⁾ to December 31, 2006			April 28, 2006⁽¹⁾ to December 31, 2006			April 28, 2006⁽¹⁾ to December 31, 2006
UBS U.S. Small Cap Growth (Number of Shares)
Shares sold		2,686,575			952,635			101
Dividends reinvested		15,156			4,411			—
Shares redeemed		(394,710	)		(434,767	)		—
Net increase in shares outstanding		2,307,021			522,279			101
UBS U.S. Small Cap Growth ($)
Shares sold	$	25,476,263		$	9,162,176		$	1,006
Dividends reinvested		148,676			43,180			—
Shares redeemed		(3,820,768	)		(4,126,228	)		—
Net increase	$	21,804,171		$	5,079,128		$	1,006

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Van Kampen Comstock (Number of Shares)
Shares sold		40,993,359			5,486,121			7,978,292			19,691,222			1,124,623			1,196,208
Dividends reinvested		2,092,041			351,568			1,834,218			1,647,807			156,118			60,386
Shares redeemed		(6,592,555	)		(574,665	)		(27,051,120	)		(3,022,164	)		(546,815	)		(177,672	)
Net increase (decrease) in shares outstanding		36,492,845			5,263,024			(17,238,610	)		18,316,865			733,926			1,078,922
Van Kampen Comstock ($)
Shares sold	$	520,979,421		$	65,570,222		$	99,575,160		$	235,202,173		$	13,971,062		$	14,252,401
Dividends reinvested		25,125,416			4,092,246			21,955,582			19,114,567			1,851,560			696,857
Shares redeemed		(82,439,322	)		(6,932,026	)		(344,077,235	)		(35,920,390	)		(6,729,082	)		(2,104,032	)
Net increase (decrease)	$	463,665,515		$	62,730,442		$	(222,546,493	)	$	218,396,350		$	9,093,540		$	12,845,226

(1) Commencement of operations.

176

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005			Year Ended December 31, 2006			Year Ended December 31, 2005
Van Kampen Equity and Income (Number of Shares)
Shares sold		1,375,407			15,795,367			952,673			1,212,672			127,128			216,494
Dividends reinvested		1,330,944			54,984			127,984			870			24,246			421
Shares redeemed		(2,148,019	)		(8,835,762	)		(432,456	)		(582,681	)		(67,625	)		(74,607	)
Net increase in shares outstanding		558,332			7,014,589			648,201			630,861			83,749			142,308
Van Kampen Equity and Income ($)
Shares sold	$	50,898,732		$	522,792,481		$	34,829,393		$	42,084,427		$	4,606,497		$	7,311,592
Dividends reinvested		47,168,642			1,872,766			4,512,722			29,541			846,440			14,161
Shares redeemed		(79,896,329	)		(309,018,920	)		(15,811,167	)		(19,559,547	)		(2,453,385	)		(2,517,187	)
Net increase	$	18,171,045		$	215,646,327		$	23,530,948		$	22,554,421		$	2,999,552		$	4,808,566

NOTE 11 — ILLIQUID SECURITIES

Pursuant to guidelines adopted by the Portfolios' board, the following securities have been deemed to be illiquid. The Portfolios may invest up to 15% of net assets, in illiquid securities. ING value for certain of securities was determined by ING Funds Valuation Committee appointed by the Portfolios' Board.

Portfolio	Security	Notional Principal/Par Value			Initial Acquision Date	Cost/ (Upfront Payments)			Value		Percent of Net Assets
Oppenheimer
Strategic
Income	Argentina Bonos, 0.000%, due 09/30/14		7,983,000		07/08/05	$	2,700,397		$	2,874,094		0.7	%
	Argentina Government International Bond, 2.000%, due 02/04/18		1,003,200		05/15/05		433,963			529,018		0.1	%
	CITI EGYTB CLN, 8.775%, due 02/22/07		1,670,000		08/15/06		287,290			288,394		0.1	%
	CITI EGYTB CLN, 9.079%, due 03/22/07		6,000,000		09/19/06		1,025,082			1,028,045		0.2	%
	CITI EGYTB CLN, 8.700%, due 07/12/07		1,750,000		08/01/06		291,329			291,169		0.1	%
	DEU EGYCD TRS, 10.029%, due 09/12/07		2,560,000		12/12/06		418,486			417,130		0.1	%
	New Turkish Lira (TRY) Put/Japanese Yen (JPY) Call, Exercise Price 65.00, expires 01/30/07		(1,780,000	)	07/28/06		(30,218	)		—		0.0	%
									$	5,427,850		1.3	%
PIMCO Total Return	Credit Default Swaps
	American International Group 5.6% due 10/18/2016, receive 0.55%		1,600,000		12/20/06		—			671		0.0	%
	American International Group Convertible, zero coupon, due 11/9/2031, receive 0.050%		1,600,000		09/26/06		—			489		0.0	%
	Citifinancial, 6.625%, due 6/1/2015, pay 0.145%		400,000		10/19/06		—			12		0.0	%
	CVS Corporation, 5.75%, 8/15/2011, pay 0.235%		2,800,000		10/19/06		—			182		0.0	%
	Dow Jones CDX.NA.IG.5 Index 10-Year (10-15% Tranche), receive 0.460%		3,300,000		11/30/06		—			678		0.0	%
	Dow Jones CDX.EM.3 Index, receive 2.100%		900,000		04/15/05		(23,400	)		51,067		0.0	%
	Ford Motor Credit Company 7% due 10/01/2013, receive 2.680%		500,000		04/08/05		—			5,380		0.0	%
	General Motors Acceptance Corporation 6.875% due 8/28/2012, receive 3.550%		500,000		04/07/05		—			7,602		0.0	%
	Russian Federation 5% Step due 3/31/2030, receive 0.610%		400,000		03/14/05		—			415		0.0	%
	Russian Federation 5% Step due 3/31/2030, receive 0.700%		500,000		03/15/05		—			620		0.0	%
	Russian Federation 2.25% Step due 3/31/2030, receive 0.770%		200,000		05/19/05		—			443		0.0	%
	Russian Federation 5% Step due 3/31/2030, receive 0.260%		300,000		12/14/06		—			1		0.0	%
	Russian Federation 5% Step due 3/31/2030, receive 0.260%		300,000		12/14/06		—			1		0.0	%
	Interest Rate Swaps
	Receive a fixed rate equal to 14.36% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Merrill Lynch Capital Services, Inc.		2,200,000		09/22/06		—			39,294		0.0	%
	Receive a floating rate based on 6-month EUR-Euribor and pay a fixed rate equal to 4% Counterparty: HSBC Bank USA, N.A.		9,200,000		07/19/06		206,983			114,326		0.1	%
	Receive a floating rate based on 6-month EUR-Euribor and pay a fixed rate equal to 4% Counterparty: Barclays Bank PLC, London		3,400,000		06/21/06		62,734			42,251		0.0	%
	Receive a floating rate based on 6-month EUR-Euribor and pay a fixed rate equal to 4% Counterparty: Deutsche Bank AG		1,100,000		07/19/06		24,748			13,669		0.0	%

177

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

NOTE 11 — ILLIQUID SECURITIES (continued)

Portfolio	Security	Notional Principal/Par Value		Initial Acquision Date	Cost/ (Upfront Payments)			Value		Percent of Net Assets
Pimco Total Return (continued)	Receive a fixed rate equal to 6% and pay a floating rate based on 6-month EUR-Euribor Counterparty: Morgan Stanley Capital Services, Inc.		4,300,000	07/31/06	$	644,303		$	892,332		0.3	%
	Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4.25% Counterparty: Goldman Sachs Capital Markets, L.P.		600,000	06/27/06		64,307			50,003		0.0	%
	Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4% Counterparty: Goldman Sachs Capital Markets, L.P.		3,000,000	11/30/06		(53,545	)		4,512		0.0	%
	Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4% Counterparty: Deutsche Bank AG		2,900,000	03/08/06		56,150			3,402		0.0	%
	Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4% Counterparty: Barclays Bank PLC, London		1,100,000	01/11/06		(17,862	)		1,291		0.0	%
	Receive a fixed rate equal to 8.86% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Citibank N.A., New York		13,000,000	09/22/06		—			83,139		0.0	%
	Receive a fixed rate equal to 8.17% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Citibank N.A., New York		21,600,000	11/16/06		(2,056	)		42,516		0.0	%
	Receive a fixed rate equal to 8.17% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Merrill Lynch Capital Services, Inc.		10,300,000	11/17/06		(6,235	)		20,274		0.0	%
	Receive a fixed rate equal to 8.72% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Merrill Lynch Capital Services, Inc.		9,400,000	11/15/06		29,141			51,701		0.0	%
	Receive a fixed rate equal to 8.72% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Citibank N.A., New York		22,900,000	11/09/06		58,651			125,953		0.1	%
	Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5% Counterparty: The Royal Bank of Scotland PLC		18,100,000	12/05/06		(8,666	)		244,125		0.1	%
	Receive a fixed rate equal to 5% and pay a floating rate based on 3-month USD-LIBOR Counterparty: UBS AG, London		49,900,000	08/02/06		(126,664	)		26,257		0.0	%
	Receive a fixed rate equal to 12.948% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Merrill Lynch Capital Services, Inc.		17,300,000	12/06/06		2,286			90,283		0.0	%
	Call Options
	Call Swaption OTC — Wachovia Bank, N.A. 3 Month USD-LIBOR — Fund Pays Floating Strike @ 4.73% Exp 2/1/2007		10,700,000	02/15/06		36,648			353		0.0	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3 Month USD-LIBOR — Fund Pays Floating Strike @ 5.08% Exp 4/19/2007		12,000,000	05/02/06		40,350			35,928		0.0	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3 Month USD-LIBOR — Fund Pays Floating Strike @ 5.25% Exp 6/7/2007		19,000,000	06/07/06		83,600			111,473		0.0	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3 Month USD-LIBOR — Fund Pays Floating Strike @ 5.5% Exp 6/29/2007		26,200,000	07/05/06		112,267			252,647		0.1	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3 Month USD-LIBOR — Fund Pays Floating Strike @ 4.75% Exp 7/2/2007		380,200,000	12/12/06		650,522			281,766		0.1	%
	Call Swaption OTC — Lehman Brothers Special Financing Inc. 3 Month USD-LIBOR — Fund Pays Floating Strike @ 5.00% Exp 12/20/2007		16,700,000	09/20/06		108,216			101,879		0.1	%
	Call Swaption OTC — Citibank N.A., London 6 Month EUR-EURIBOR — Fund Pays Floating Strike @ 3.96% Exp 7/2/2007		36,400,000	08/03/06		198,716			59,005		0.0	%
	European Style Call Swaption OTC — The Royal Bank of Scotland PLC 3 Month USD-LIBOR — Fund Pays Floating Strike @ 4.85% Exp 3/26/2007		35,100,000	10/04/06		48,965			6,461		0.0	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3 Month USD-LIBOR — Fund Pays Floating Strike @ 4.9% Exp 10/25/2007		11,700,000	10/25/06		47,093			53,608		0.0	%
	Call Swaption OTC — Citibank N.A., London 6 Month GBP-LIBOR — Fund Pays Floating Strike @ 5.00% Exp 6/15/2007		6,300,000	09/15/06		26,301			2,775		0.0	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 6 Month GBP-LIBOR — Fund Pays Floating Strike @ 5.1835% Exp 9/14/2007		24,000,000	11/07/06		137,206			65,596		0.0	%
	Call Swaption OTC — JPMorgan Chase Bank, N.A. 6 Month GBP-LIBOR — Fund Pays Floating Strike @ 5.0625% Exp 6/15/2007		3,500,000	09/18/06		15,134			2,652		0.0	%
	Put Option OTC
	FNMA 6% 30-Year March TBA Strike @ $91.875 Exp 3/6/2007		22,000,000	12/06/06	$	2,578		$	5,456		0.0	%
								$	2,892,488		0.9	%

178

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

Portfolio	Security	Notional Principal/Par Value		Initial Acquision Date	Cost		Value		Percent of Net Assets
UBS U.S. Small
Cap Growth
Portfolio	PetroHawk Energy Corp.		31,915	05/12/06	$	366,901	$	367,023		1.3	%
							$	367,023		1.3	%

NOTE 12 — REORGANIZATIONS

On December 16, 2006, Neuberger Berman Partners, as listed below ("Acquiring Portfolio"), acquired the assets and certain liabilities of ING Eagle Asset Capital Appreciation Portfolio, also listed below ("Acquired Portfolio"), in a tax-free reorganization in exchange for shares of the Acquiring Portfolio, pursuant to a plan or reorganization approved by the Acquired Portfolio's shareholders. The number and value of shares issued by the Acquiring Portfolio are presented in Note 10 — Capital Share Transactions. Net assets and unrealized appreciation 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 (000's)

Conversion
Ratio

Neuberger

ING Eagle Asset

Berman

Capital Appreciation

Portfolio

178,457

237,795

24,622

1.60

The net assets of Neuberger Berman Partners after the acquisition were $416,252,210.

On April 29, 2006, Fundamental Research, as listed below ("Acquiring Portfolio"), acquired the assets and certain liabilities of USLICO Series Fund — The Stock Portfolio, also listed below ("Acquired Portfolio"), in a tax-free reorganization in exchange for shares of the Acquiring Portfolio, pursuant to a plan or reorganization approved by the Acquired Portfolio's shareholders. The number and value of shares issued by the Acquiring Portfolio are presented in Note 10 — Capital Share Transactions. Net assets and unrealized appreciation 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 (000's)

Conversion
Ratio

Fundamental

USLICO Series

Research

Fund — The Stock

Portfolio

17,723

59,979

1,478

0.85

The net assets of Fundamental Research after the acquisition were $77,702,010.

On December 3, 2005, Fundamental Research as listed below ("Acquiring Portfolio"), acquired the assets and certain liabilities of ING VP Disciplined Large Cap Portfolio, also listed below ("Acquired Portfolio"), in a tax-free reorganization in exchange for shares of the Acquiring Portfolio, pursuant to a plan or reorganization approved by the Acquired Portfolio's shareholders. The number and value of shares issued by the Acquiring Portfolio are presented in Note 10 — Capital Share Transactions. Net assets and unrealized appreciation as of the reorganization dates were as follows:

Acquiring Portfolio Portfolio	Acquired Portfolio	Total Net Assets of Acquired Portfolio (000's)		Total Net Assets of Acquiring Portfolio (000's)		Acquired Portfolio Unrealized Appreciation (000)		Conversion Ratio
Fundamental	ING VP Disciplined
Research	LargeCap Portfolio	$	7,325	$	34,839	$	766		0.46

The Net assets of Fundamental Research after the acquisition were $42,163,829.

NOTE 13 — CONCENTRATION OF RISKS

Non-Diversified (JPMorgan Mid Cap Value and Davis Venture Value). There is additional risk associated with being non-diversified, since the Portfolios are not limited in the proportion of their assets in a single issuer. The investment of a large percentage of a Portfolio's assets in the securities of a small number of issuers may cause that Portfolio's share price to fluctuate more than that of a diversified portfolio.

NOTE 14 — 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

179

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

NOTE 14 — SECURITIES LENDING (continued)

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 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 following Portfolios had securities on loan with the following market values:

Portfolio	Value of Securities Loaned		Value of Collateral
American Century Large Company Value	$	24,777,215	$	25,694,832
American Century Select		63,353,437		65,554,520
American Century Small-Mid Cap Value		20,486,880		21,258,300
Goldman Sachs^® Capital Growth		9,612,582		9,906,586
Goldman Sachs^® Structured Equity		9,198,815		9,556,070
JPMorgan International		51,236,416		53,604,926
JPMorgan Mid Cap Value		47,768,546		49,306,597
Legg Mason Partners Aggressive Growth		239,393,951		248,826,363
OpCap Balanced Value		20,946,203		21,545,723
Oppenheimer Global		237,900,334		249,224,950
Oppenheimer Strategic Income		69,149,628		71,242,896
PIMCO Total Return		3,763,173		3,842,658
T. Rowe Price Diversified Mid Cap Growth		300,472,103		309,512,716
T. Rowe Price Growth Equity		242,907,836		250,015,114
Thornburg Value		39,336,030		40,882,194
UBS U.S. Large Cap Equity		66,757,959		69,037,649
Van Kampen Comstock		94,590,206		97,842,059

NOTE 15 — REVERSE REPURCHASE AGREEMENT

During the year ended December 31, 2006, Lord Abbett U.S. Government Securities entered into reverse repurchase agreements that had an average daily balance outstanding of $1,740,112 with an average interest rate of 4.903% and paid interest of $5,925. At December 31, 2006, At December 31, 2006, the reverse repurchase outstanding for the Portfolio was as follows:

Repurchase Amount				Counterparty				Interest Rate				Maturity Date
$	1,825,369			Morgan Stanley					4.70	%			1/31/2007

NOTE 16 — 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)
American Century Select	$	—		$	(1,117,258	)	$	1,117,258
American Century Small-Mid Cap		—			(99,708	)		99,708
Baron Asset		(18,814	)		17,416			1,398
Baron Small Cap Growth		(1,380,265	)		1,378,652			1,613
Columbia Small Cap Value II		(19,550	)		(541	)		20,091
Davis Venture Value		—			(34,053	)		34,053
Fundamental Research		(9,681,656	)		—			9,681,656
Goldman Sachs_® Capital Growth		—			141,356			(141,356	)
Goldman Sachs_®Structured Equity		2,183,695			(7,478	)		(2,176,217	)
JPMorgan International		—			1,969,130			(1,969,130	)
JPMorgan MidCap Value		—			(112,189	)		112,189
Legg Mason Partners Aggressive Growth		(1,680,845	)		1,680,845			—
Legg Mason Partners Large Cap Growth		(83,606	)		83,606			—
Lord Abbett U.S. Government Securities		(43,937	)		48,927			(4,990	)
Neuberger Berman Partners		244,172			30,568			(274,740	)
Neuberger Berman Regency		(2,103	)		(1,128	)		3,231
Oppenheimer Global		—			5,075,947			(5,075,947	)
Oppenheimer Strategic Income		—			(3,857,781	)		3,857,781
PIMCO Total Return		—			2,002,810			(2,002,810	)
Pioneer High Yield		(76,158	)		61,132			15,026
T. Rowe Price Growth Equity		—			(262,207	)		262,207
Templeton Foreign Equity		(3,311	)		(13,502	)		16,813
Thornburg Value		—			(27,357	)		27,357
UBS U.S. Small Cap Growth		(653	)		44,546			(43,893	)
Van Kampen Equity and Income		—			(11,623	)		11,623

180

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

NOTE 16 — FEDERAL INCOME TAXES AND OTHER TAX MATTERS (continued)

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
American Century Large Company Value	$	1,442,728	$	5,001,000	$	769,475	$	—
American Century Select		4,432,031		—		—		—
American Century Small-Mid Cap		240,929		129,233		8,405,035		2,731,901
Baron Small Cap Growth		—		3,909,366		—		—
Davis Venture Value		8,611		8,145,412		12,919		—
Fundamental Research		970,069		834,515		416,890		—
Goldman Sachs_® Capital Growth		—		—		235,893		—
Goldman Sachs_® Structured Equity		2,649,561		5,748,654		4,563,634		7,690,537
JPMorgan International		8,268,330		—		5,596,809		—
JPMorgan MidCap Value		32,332		1,419,959		5,769,366		6,778,644
Legg Mason Partners Large Cap Growth		751,416		46,086		3,143,124		3,131,689
Lord Abbett U.S. Government Securities		2,118,999		—		—		—
Neuberger Berman Regency		74,796		4,335		—		—
OpCap Balanced Value		846,794		—		556,685		—
Oppenheimer Global		1,762,925		3,772,651		56,677,221		3,498,723
Oppenheimer Strategic Income		1,475,398		—		8,152,928		—
PIMCO Total Return		6,393,248		—		5,368,461		1,395,048
Pioneer High Yield		4,983,683		13,591		—		—
T. Rowe Price Diversified Mid Cap Growth		23,217,817		2,313,848		11,971,399		7,603,115
T. Rowe Price Growth Equity		2,793,872		2,121,134		4,703,022		—
Templeton Foreign Equity		503,330		—		—		—
Thornburg Value		883,174		—		1,680,604		—
UBS U.S. Large Cap Equity		2,429,180		—		2,354,540		—
UBS U.S. Small Cap Growth		233,673		—		—		—
Van Kampen Comstock		19,664,407		29,268,151		8,250,085		15,653,585
Van Kampen Equity and Income		52,527,804		—		1,595,480		320,987

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
American Century Large Company Value	$	2,654,374	$	6,876,874	$	13,397,867	$	—		$	—		$	—			—
American Century Select		1,901,425		—		26,431,046		—			—			(1,748,688	)		2010
														(16,757,708	)		2014
													$	(18,506,396	)
American Century Small-Mid Cap		9,399,267		4,373,141		4,185,621		—			(7,908	)		—			—
Baron Asset		—		—		1,129,384		(183	)		—			(218,154	)		2014
Baron Small Cap Growth		—		—		111,036,219		—			—			(1,497,637	)		2014
Columbia Small Cap Value II		168,887		—		5,118,636		—			—			(745,669	)		2014
Davis Venture Value		1,726,719		89,859		19,660,459		—			—			—			—
Fundamental Research		2,063,759		1,100,251		6,209,412		—			—			(2,140,134	)		2008
														(1,063,078	)		2009
														(322,313	)		2010
													$	(3,525,525	)
Goldman Sachs_® Capital Growth		57,790		—		3,894,446		—			—			(3,419,687	)		2010
														(4,114,134	)		2011
														(2,145,265	)		2012
													$	(9,679,086	)
Goldman Sachs_® Structured Equity		2,690,847		5,122,964		6,020,131		—			—			—			—
JPMorgan International		14,128,261		—		315,011,571		—			—			(8,746,321	)		2009
														(70,771,343	)		2010
													$	(79,517,664	)

181

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

NOTE 16 — FEDERAL INCOME TAXES AND OTHER TAX MATTERS (continued)

	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
JPMorgan MidCap Value	$	4,091,938	$	10,561,808	$	28,965,164	$	—	$	—		$	—			—
Legg Mason Partners Aggressive Growth		—		—		359,778,822		—		—			(237,859,439	)		2010
Legg Mason Partners Large Cap Growth		—		515,637		5,570,339		—		—			—			—
Lord Abbett U.S. Government Securities		—		—		373,401		—		—			(263,112	)		2014
Neuberger Berman Partners		3,735,119		17,333,506		18,896,917		—		(2,515	)		—			—
Neuberger Berman Regency		32,091		1,085		737,783		—		—			—			—
OpCap Balanced Value		2,111,568		7,271,057		6,258,871		—		—			—			—
Oppenheimer Global		53,582,617		86,867,057		600,700,264		—		—			—			—
Oppenheimer Strategic Income		20,460,903		—		8,501,644		—		—			(711,170	)		2013
PIMCO Total Return		14,035,171		—		324,567		—		—			(1,828,225	)		2013
													(1,713,823	)		2014
												$	(3,542,048	)		—
Pioneer High Yield		—		—		2,568,320		—		—			—			—
T. Rowe Price Diversified Mid Cap Growth		19,199,095		78,160,440		141,735,276		—		—			—			—
T. Rowe Price Growth Equity		18,401,380		59,098,234		228,534,316		—		—			—			—
Templeton Foreign Equity		23,598		—		5,670,567		—		—			—			—
Thornburg Value		926,863		—		22,115,513		—		—			(56,380,893	)		2009
													(113,367,765	)		2010
												$	(169,748,658	)
UBS U.S. Large Cap Equity		3,083,237		—		54,326,627		—		—			(70,855,496	)		2010
UBS U.S. Small Cap Growth		244,197		—		355,959		—		—			—			—
Van Kampen Comstock		17,869,003		26,161,222		111,337,538		—		—			—			—
Van Kampen Equity and Income		32,038,608		19,564,855		112,381,900		—		—			—			—

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 American Century Large Company Value, American Century Small-Mid Cap Value, Baron Sm all Cap Growth, Davis Venture Value, JPMorgan MidCap Value, Legg Mason Partners Aggressive Growth, Oppenheimer Strategic Income, PIMCO Total Return, T. Rowe Price Growth Equity, UBS U.S. Large Cap Equity, UBS U.S. Small Cap Growth and Van Kampen Comstock for investment 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 17 — SUBSEQUENT EVENTS

On January 11, 2007, the Board approved a proposal to reorganize American Century Select into ING BlackRock Large Cap Growth Portfolio. If shareholder approval is obtained, it is expected that the reorganization will take place on or about April 28, 2007.

Subsequent to December 31, 2006, the following Portfolios declared the following dividends and distributions:

Type

Per Share
Amount

Payable Date

Record Date

Pioneer High Yield

Class ADV NII

0.0460

February 1, 2007

Daily

Class I NII

0.0504

February 1, 2007

Daily

Class S NII

0.0482

February 1, 2007

Daily

Goldman Sachs Capital Growth

Class ADV NII

0.1184

January 12, 2007

January 9, 2007

Class I NII

0.1907

January 12, 2007

January 9, 2007

Class S NII

0.1499

January 12, 2007

January 9, 2007

Goldman Sachs Structured Equity

Class ADV NII

0.1525

January 12, 2007

January 9, 2007

Class I NII

0.2098

January 12, 2007

January 9, 2007

Class S NII

0.0741

January 12, 2007

January 9, 2007

All Classes STCG

0.5676

January 12, 2007

January 9, 2007

All Classes LTCG

1.5888

January 12, 2007

January 9, 2007

NII - Net investment income

STCG - Short-term capital gain

LTCG - Long-term capital gain

182

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

NOTE 18 — 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 American Century Large Company Value, American Century Small-Mid Cap Value, Baron Small Cap Growth, Davis Venture Value, JPMorgan MidCap Value, Legg Mason Partners Aggressive Growth, Oppenheimer Strategic Income, PIMCO Total Return, T. Rowe Price Growth Equity, UBS U.S. Large Cap Equity, UBS U.S. Small Cap Growth and Van Kampen Comstock that has the potential to result in a lia bility 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 market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of December 31, 2006, management of the Portfolios is currently assessing the impact, if any, that will result from adopting SFAS No. 157.

NOTE 19 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

In 2004, DSL (formerly known as, ILIAC) reported to the Boards of Directors/Trustees (the "Boards") of the ING Funds that, like many U.S. financial services companies, DSL 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. DSL has advised the Boards that it and its affiliates have cooperated fully with each request.

In addition to responding to regulatory and governmental requests, DSL reported that management of U.S. affiliates of ING Groep, including DSL (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

183

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

NOTE 19 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

arrangements allowing third parties to engage in frequent trading of mutual funds within ING's variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Board.

DSL 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. DSL 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, DSL 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, DSL 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.

For additional information regarding these matters and the AWC, you may consult the Form 8-K and Form 8-K/A for each of four life insurance companies, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company of New York, each filed with the 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.

DSL 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, DSL 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, DSL 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

184

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

NOTE 19 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

Commission. DSL reported to the Boards that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.

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

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

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

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

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

In addition, on the same date, these affiliates of DSL 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.

185

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
LARGE COMPANY VALUE PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 95.2%
			Aerospace/Defense: 0.8%
	14,200		Northrop Grumman Corp.	$	961,340
					961,340
			Agriculture: 1.4%
	19,100		Altria Group, Inc.		1,639,162
					1,639,162
			Apparel: 1.4%
	18,400	L	Liz Claiborne, Inc.		799,664
	9,500	L	VF Corp.		779,760
					1,579,424
			Banks: 12.1%
	83,500		Bank of America Corp.		4,458,065
	29,000		Bank of New York Co., Inc.		1,141,730
	20,000	L	National City Corp.		731,200
	10,600		PNC Financial Services Group, Inc.		784,824
	47,600		US Bancorp.		1,722,644
	36,300	L	Wachovia Corp.		2,067,285
	88,800		Wells Fargo & Co.		3,157,728
					14,063,476
			Beverages: 1.9%
	27,200		Coca-Cola Co.		1,312,400
	28,100	L	Pepsi Bottling Group, Inc.		868,571
					2,180,971
			Chemicals: 2.0%
	22,100	L	EI DuPont de Nemours & Co.		1,076,491
	18,800	L	PPG Industries, Inc.		1,207,148
					2,283,639
			Commercial Services: 1.2%
	26,300	L	H&R Block, Inc.		605,952
	21,000		RR Donnelley & Sons Co.		746,340
					1,352,292
			Computers: 2.6%
	39,600		Hewlett-Packard Co.		1,631,124
	14,900		International Business Machines Corp.		1,447,535
					3,078,659
			Diversified Financial Services: 11.4%
	100,000		Citigroup, Inc.		5,570,000
	46,900		Freddie Mac		3,184,510
	23,600		Merrill Lynch & Co., Inc.		2,197,160
	27,100		Morgan Stanley		2,206,753
					13,158,423
			Electric: 2.6%
	27,000		Exelon Corp.		1,671,030
	38,300	L	PPL Corp.		1,372,672
					3,043,702
			Environmental Control: 0.5%
	16,500		Waste Management, Inc.		606,705
					606,705
			Exchange Traded Fund: 1.2%
	9,500	L	SPDR Trust Series 1		1,346,055
					1,346,055

Shares				Value
			Food: 2.2%
$	52,400	L	Kroger Co.	$	1,208,868
	47,400	@@	Unilever NV ADR		1,291,650
					2,500,518
			Forest Products & Paper: 1.2%
	20,200	L	Weyerhaeuser Co.		1,427,130
					1,427,130
			Gas: 0.6%
	28,500	L	NiSource, Inc.		686,850
					686,850
			Healthcare-Products: 1.4%
	24,400		Johnson & Johnson		1,610,888
					1,610,888
			Healthcare-Services: 0.3%
	6,200		Quest Diagnostics		328,600
					328,600
			Housewares: 0.6%
	24,300	L	Newell Rubbermaid, Inc.		703,485
					703,485
			Insurance: 6.9%
	23,600		Allstate Corp.		1,536,596
	29,100		American International Group, Inc.		2,085,306
	14,500		Hartford Financial Services Group, Inc.		1,352,995
	23,300		Loews Corp.		966,251
	22,000		Marsh & McLennan Cos., Inc.		674,520
	10,300	L	MGIC Investment Corp.		644,162
	11,300		Torchmark Corp.		720,488
					7,980,318
			Iron/Steel: 0.4%
	8,400		Nucor Corp.		459,144
					459,144
			Machinery-Diversified: 0.7%
	8,800		Deere & Co.		836,616
					836,616
			Media: 3.8%
	22,000	L	Gannett Co., Inc.		1,330,120
	97,500	L	Time Warner, Inc.		2,123,550
	22,400	@,L	Viacom, Inc.		919,072
					4,372,742
			Miscellaneous Manufacturing: 4.7%
	16,200	L	Dover Corp.		794,124
	44,000		General Electric Co.		1,637,240
	24,100	@@,L	Ingersoll-Rand Co.		943,033
	9,000		Parker Hannifin Corp.		691,920
	44,500	@@	Tyco International Ltd.		1,352,800
					5,419,117
			Office/Business Equipment: 0.6%
	43,000	@	Xerox Corp.		728,850
					728,850

See Accompanying Notes to Financial Statements
186

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
LARGE COMPANY VALUE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Oil & Gas: 13.3%
	9,300	L	Anadarko Petroleum Corp.	$	404,736
	47,200	L	Chevron Corp.		3,470,616
	33,500		ConocoPhillips		2,410,325
	7,700	L	Devon Energy Corp.		516,516
	71,500	L	ExxonMobil Corp.		5,479,045
	44,600	@@	Royal Dutch Shell PLC ADR		3,157,234
					15,438,472
			Oil & Gas Services: 0.1%
	2,300	@,L	National Oilwell Varco, Inc.		140,714
					140,714
			Pharmaceuticals: 5.4%
	33,800		Abbott Laboratories		1,646,398
	18,000		Merck & Co., Inc.		784,800
	85,600		Pfizer, Inc.		2,217,040
	31,300	L	Wyeth		1,593,796
					6,242,034
			Retail: 4.0%
	53,900		Dollar General Corp.		865,634
	34,100		Gap, Inc.		664,950
	23,000	L	Home Depot, Inc.		923,680
	26,100	L	McDonald's Corp.		1,157,013
	22,700		Wal-Mart Stores, Inc.		1,048,286
					4,659,563
			Savings & Loans: 1.5%
	37,900	L	Washington Mutual, Inc.		1,724,071
					1,724,071
			Semiconductors: 0.7%
	6,200	L	Applied Materials, Inc.		114,390
	32,100		Intel Corp.		650,025
					764,415
			Software: 2.7%
	11,800	@,L	Fiserv, Inc.		618,556
	62,500		Microsoft Corp.		1,866,250
	38,100	@,L	Oracle Corp.		653,034
					3,137,840
			Telecommunications: 5.0%
	61,200		AT&T, Inc.		2,187,900
	24,300		BellSouth Corp.		1,144,773
	52,300		Sprint Nextel Corp.		987,947
	40,500		Verizon Communications, Inc.		1,508,220
					5,828,840
Total Common Stock (Cost $96,282,350)					110,284,055

Principal Amount			Value
SHORT-TERM INVESTMENTS: 27.0%
		U.S. Government Agency Obligations: 4.8%
$	5,577,000	Federal Home Loan Bank, 4.600%, due 01/02/07		5,575,575
Total U.S. Government Agency Obligations (Cost $5,575,575)				5,575,575

Principal Amount			Value
		Securities Lending Collateral^cc: 22.2%
	25,694,832	The Bank of New York Institutional Cash Reserves Fund	$	25,694,832
Total Securities Lending Collateral (Cost $25,694,832)				25,694,832
Total Short-Term Investments (Cost $31,270,407)				31,270,407

Total Investments in Securities (Cost $127,552,757)*	122.2	%	$	141,554,462
Other Assets and Liabilities - Net	(22.2	)		(25,756,910	)
Net Assets	100.0	%	$	115,797,552

@ 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 $128,156,595.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	13,547,727
Gross Unrealized Depreciation		(149,860	)
Net Unrealized Appreciation	$	13,397,867

Information concerning open futures contracts at December 31, 2006 is shown below:

Long Contracts	No. of Contracts		Notional Market Value		Expiration Date		Unrealized Gain (Loss)
S&P 500 E-Mini		12	$	857,040		03/16/2007	$	(5,416	)
			$	857,040			$	(5,416	)

See Accompanying Notes to Financial Statements
187

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SELECT PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 100.0%
			Advertising: 2.6%
	79,310	L	Omnicom Group	$	8,291,067
					8,291,067
			Aerospace/Defense: 5.3%
	80,890		Boeing Co.		7,186,268
	82,260		General Dynamics Corp.		6,116,031
	61,600		Rockwell Collins, Inc.		3,898,664
					17,200,963
			Banks: 2.1%
	83,370		Bank of New York Co., Inc.		3,282,277
	48,580	L	PNC Financial Services Group, Inc.		3,596,863
					6,879,140
			Beverages: 2.6%
	423,331	@@	Diageo PLC		8,317,465
					8,317,465
			Commercial Services: 0.7%
	2,572,500	@@	Hopewell Highway Infrastructure Ltd.		2,204,732
					2,204,732
			Computers: 1.8%
	447,730	@,L	EMC Corp.		5,910,036
					5,910,036
			Cosmetics/Personal Care: 2.1%
	103,980		Colgate-Palmolive Co.		6,783,655
					6,783,655
			Diversified Financial Services: 5.5%
	30,550		Goldman Sachs Group, Inc.		6,090,143
	229,811	L	Janus Capital Group, Inc.		4,961,619
	83,780		Morgan Stanley		6,822,205
					17,873,967
			Electric: 0.8%
	120,380	@	AES Corp.		2,653,175
					2,653,175
			Electrical Components & Equipment: 2.0%
	67,709		Molex, Inc.		2,141,636
	104,410	@,@@	Vestas Wind Systems A/S		4,394,058
					6,535,694
			Electronics: 0.8%
	43,486		Amphenol Corp.		2,699,611
					2,699,611
			Energy-Alternate Sources: 0.8%
	56,450	@,@@	Q-Cells AG		2,525,864
					2,525,864
			Engineering & Construction: 4.0%
	525,970	@@,S	ABB Ltd. ADR		9,456,940
	121,850	@@	Chicago Bridge & Iron Co. NV		3,331,379
					12,788,319

Shares				Value
			Food: 1.3%
	117,560		Sysco Corp.	$	4,321,506
					4,321,506
			Healthcare-Products: 7.2%
	194,520	S	Baxter International, Inc.		9,023,783
	112,110	S	Johnson & Johnson		7,401,502
	126,790		Medtronic, Inc.		6,784,533
					23,209,818
			Healthcare-Services: 2.7%
	66,479	@,L	Laboratory Corp. of America Holdings		4,884,212
	84,090	L	Manor Care, Inc.		3,945,503
					8,829,715
			Holding Companies-Diversified: 0.5%
	354,231	@@	China Merchants Holdings International Co., Ltd.		1,449,048
					1,449,048
			Insurance: 7.0%
	91,680		American International Group, Inc.		6,569,789
	220,550	S	Loews Corp.		9,146,209
	130,130		St. Paul Travelers Cos., Inc.		6,986,680
					22,702,678
			Internet: 3.3%
	169,940	@,L	eBay, Inc.		5,110,096
	12,390	@	Google, Inc.		5,705,347
					10,815,443
			Iron/Steel: 3.2%
	79,001		Allegheny Technologies, Inc.		7,163,811
	78,610	@@,L	Mittal Steel Co. NV		3,315,770
					10,479,581
			Leisure Time: 3.1%
	140,020	L	Carnival Corp.		6,867,981
	46,310		Harley-Davidson, Inc.		3,263,466
					10,131,447
			Lodging: 4.4%
	102,010	@,L	Las Vegas Sands Corp.		9,127,855
	81,540		Starwood Hotels & Resorts Worldwide, Inc.		5,096,250
					14,224,105
			Machinery-Construction & Mining: 1.1%
	56,480	@	Terex Corp.		3,647,478
					3,647,478
			Media: 3.8%
	174,970	@,L	Comcast Corp.		7,406,480
	164,600	@@	Rogers Communications, Inc.-Class B		4,897,843
					12,304,323
			Mining: 1.6%
	41,860	L	Phelps Dodge Corp.		5,011,479
					5,011,479

See Accompanying Notes to Financial Statements
188

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SELECT PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Miscellaneous Manufacturing: 2.2%
	230,970	@@,L	Tyco International Ltd.	$	7,021,488
					7,021,488
			Oil & Gas: 4.4%
	178,740	S	Frontier Oil Corp.		5,136,988
	112,140		Occidental Petroleum Corp.		5,475,796
	138,940	@@,L	Statoil ASA ADR		3,656,901
					14,269,685
			Pharmaceuticals: 2.4%
	28,910	@@	Roche Holding AG		5,172,391
	111,960		Schering-Plough Corp.		2,646,734
					7,819,125
			Retail: 4.0%
	197,150	L	Limited Brands, Inc.		5,705,521
	117,950	@@	Next PLC		4,145,610
	55,270		Yum! Brands, Inc.		3,249,876
					13,101,007
			Semiconductors: 4.9%
	223,730	@,@@	ASML Holding NV		5,521,301
	260,380	@,L	MEMC Electronic Materials, Inc.		10,191,273
					15,712,574
			Software: 7.7%
	134,370	@,L	Adobe Systems, Inc.		5,525,294
	102,950	@,L	Hyperion Solutions Corp.		3,700,023
	146,650	@@	Infosys Technologies Ltd. ADR		8,001,224
	256,690		Microsoft Corp.		7,664,763
					24,891,304
			Telecommunications: 4.1%
	297,830	@,S	Cisco Systems, Inc.		8,139,694
	140,930		Verizon Communications, Inc.		5,248,233
					13,387,927
Total Common Stock (Cost $296,267,224)					323,993,419

Principal Amount			Value
SHORT-TERM INVESTMENTS: 20.9%
		U.S. Government Agency Obligations: 0.7%
$	2,226,000	Federal Home Loan Bank, 4.600%, due 01/02/07		2,225,431
Total U.S. Government Agency Obligations (Cost $2,225,431)				2,225,431
		Securities Lending Collateral^cc: 20.2%
	65,554,520	The Bank of New York Institutional Cash Reserves Fund		65,554,520
Total Securities Lending Collateral (Cost $65,554,520)				65,554,520
Total Short-Term Investments (Cost $67,779,951)				67,779,951

Total Investments in Securities (Cost $364,047,175)*	120.9	%	$	391,773,370
Other Assets and Liabilities - Net	(20.9	)		(67,719,320	)
Net Assets	100.0	%	$	324,054,050

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

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

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

* Cost for federal income tax purposes is $365,334,221.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	29,937,441
Gross Unrealized Depreciation		(3,498,292	)
Net Unrealized Appreciation	$	26,439,149

At December 31, 2006 the following forward currency contracts were outstanding for the ING American Century Select Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For	Value		Unrealized Appreciation (Depreciation)
Canada Dollars			USD
CAD 2,757,873	Sell	1/31/07	2,376,350		2,364,938	$	11,412
Switzerland Francs CHF 3,158,417	Sell	1/31/07	USD 2,585,751		2,592,054		(6,303	)
Denmark Kroner DKK 11,954,945	Sell	1/31/07	USD 2,107,229		2,116,368		(9,139	)
EURO EUR 2,982,358	Sell	1/31/07	USD 3,920,339		3,936,846		(16,507	)
British Pound Sterling GBP 3,144,338	Sell	1/31/07	USD 6,151,583		6,156,556		(4,973	)
						$	(25,510	)

See Accompanying Notes to Financial Statements
189

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 96.3%
			Aerospace/Defense: 2.2%
	9,900	@,L	Alliant Techsystems, Inc.	$	774,081
	8,021		Curtiss-Wright Corp.		297,419
	8,700		DRS Technologies, Inc.		458,316
	16,003	L	EDO Corp.		379,911
	7,100	@,L	Moog, Inc.		271,149
	2,409		Northrop Grumman Corp.		163,089
					2,343,965
			Agriculture: 0.2%
	6,400		Delta & Pine Land Co.		258,880
					258,880
			Airlines: 0.7%
	6,500	@	Alaska Air Group, Inc.		256,750
	13,600		Skywest, Inc.		346,936
	11,098		Southwest Airlines Co.		170,021
					773,707
			Apparel: 0.6%
	4,600	L	Columbia Sportswear Co.		256,220
	15,200		Wolverine World Wide, Inc.		433,504
					689,724
			Auto Manufacturers: 0.4%
	25,976		Wabash National Corp.		392,238
					392,238
			Auto Parts & Equipment: 1.0%
	26,200	L	ArvinMeritor, Inc.		477,626
	1,349		BorgWarner, Inc.		79,618
	4,200	L	Lear Corp.		124,026
	18,293	L	Superior Industries International		352,506
					1,033,776
			Banks: 7.5%
	3,938		BB&T Corp.		172,996
	10,100	L	Central Pacific Financial Corp.		391,476
	10,700		Chemical Financial Corp.		356,310
	6,100		City National Corp.		434,320
	1,431		Commerce Bancshares, Inc.		69,275
	4,700		Cullen/Frost Bankers, Inc.		262,354
	11,057		Fifth Third Bancorp.		452,563
	20,200		First Midwest Bancorp., Inc.		781,336
	52,300		Fulton Financial Corp.		873,410
	16,600		Greater Bay Bancorp.		437,078
	19,300		Hanmi Financial Corp.		434,829
	3,019		Marshall & Ilsley Corp.		145,244
	13,100	L	Pacific Capital Bancorp.		439,898
	4,900		Provident Bankshares Corp.		174,440
	39,490		South Financial Group, Inc.		1,050,039
	17,400	L	Sterling Bancshares, Inc.		226,548
	4,421		SunTrust Banks, Inc.		373,353
	5,170	L	Susquehanna Bancshares, Inc.		138,970
	15,700	L	TCF Financial Corp.		430,494
	3,800		Webster Financial Corp.		185,136
	4,800		Wilmington Trust Corp.		202,416
	1,886		Zions Bancorp.		155,482
					8,187,967

Shares				Value
			Beverages: 0.9%
	6,773		Anheuser-Busch Cos., Inc.	$	333,232
	22,983		Coca-Cola Enterprises, Inc.		469,313
	5,641		Pepsi Bottling Group, Inc.		174,363
					976,908
			Biotechnology: 0.1%
	2,239	@	Invitrogen Corp.		126,705
					126,705
			Building Materials: 0.3%
	7,900		LSI Industries, Inc.		156,815
	4,593		Masco Corp.		137,193
					294,008
			Chemicals: 3.0%
	5,500		CF Industries Holdings, Inc.		141,020
	553		EI DuPont de Nemours & Co.		26,937
	17,100		Ferro Corp.		353,799
	1,900		FMC Corp.		145,445
	17,083	@	Innophos, Inc.		250,778
	321		International Flavors & Fragrances, Inc.		15,780
	21,614		Minerals Technologies, Inc.		1,270,687
	39,962	L	Olin Corp.		660,172
	1,461		Rohm & Haas Co.		74,686
	7,300		Sensient Technologies Corp.		179,580
	5,200	L	UAP Holding Corp.		130,936
					3,249,820
			Coal: 0.3%
	24,200	@,L	Alpha Natural Resources, Inc.		344,366
					344,366
			Commercial Services: 1.9%
	426		ABM Industries, Inc.		9,674
	35,600	L	Advance America Cash Advance Centers, Inc.		521,540
	4,547	@,@@	Aegean Marine Petroleum Network, Inc.		74,571
	10,947		Aramark Corp.		366,177
	22,300	@,L	Corinthian Colleges, Inc.		303,949
	6,400	@	Healthspring, Inc.		130,240
	4,500		Kelly Services, Inc.		130,230
	11,700	L	MAXIMUS, Inc.		360,126
	8,000	@	Valassis Communications, Inc.		116,000
					2,012,507
			Computers: 1.8%
	1,354		Diebold, Inc.		63,096
	2,034	@	DST Systems, Inc.		127,389
	10,400	@	Electronics for Imaging		276,432
	4,672		Imation Corp.		216,921
	11,800		Jack Henry & Associates, Inc.		252,520
	6,383	@	NCI, Inc.		97,596
	53,000	@	Perot Systems Corp.		868,670
	1,513	@	Synopsys, Inc.		40,442
					1,943,066

See Accompanying Notes to Financial Statements
190

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Distribution/Wholesale: 0.8%
	4,569		Genuine Parts Co.	$	216,708
	2,132		Owens & Minor, Inc.		66,668
	9,500	@	United Stationers, Inc.		443,555
	2,412		WW Grainger, Inc.		168,695
					895,626
			Diversified Financial Services: 2.4%
	18,900	@	Asset Acceptance Capital Corp.		317,898
	23,600	@,L	Cowen Group, Inc.		499,140
	5,865		Freddie Mac		398,234
	9,200	@	Knight Capital Group, Inc.		176,364
	3,600	@@,L	Lazard Ltd.		170,424
	9,200	L	National Financial Partners Corp.		404,524
	1,986		Nuveen Investments, Inc.		103,034
	20,700		Waddell & Reed Financial, Inc.		566,352
					2,635,970
			Electric: 3.2%
	6,756		Ameren Corp.		363,000
	1,778		Consolidated Edison, Inc.		85,468
	9,000	L	Empire District Electric Co.		222,210
	12,000		Great Plains Energy, Inc.		381,600
	3,300		Idacorp, Inc.		127,545
	14,485		Portland General Electric Co.		394,716
	50,781		Puget Energy, Inc.		1,287,806
	12,900		Westar Energy, Inc.		334,884
	3,128		Wisconsin Energy Corp.		148,455
	7,564		Xcel Energy, Inc.		174,426
					3,520,110
			Electrical Components & Equipment: 0.8%
	4,110		Hubbell, Inc. — Class A		185,813
	8,103		Hubbell, Inc. — Class B		360,584
	11,223	@	Littelfuse, Inc.		357,789
					904,186
			Electronics: 1.8%
	8,200	@	Avnet, Inc.		209,346
	10,900	@	Benchmark Electronics, Inc.		265,524
	8,300	@,L	Coherent, Inc.		262,031
	3,802		Methode Electronics, Inc.		41,176
	23,500	@	Paxar Corp.		541,910
	48,923	@	Vishay Intertechnology, Inc.		662,417
					1,982,404
			Engineering & Construction: 1.1%
	8,000	@,L	Insituform Technologies, Inc.		206,880
	7,800	@,L	Shaw Group, Inc.		261,300
	9,200	@	URS Corp.		394,220
	6,100		Washington Group International, Inc.		364,719
					1,227,119
			Entertainment: 1.4%
	13,942		International Speedway Corp.		711,600
	19,543	L	Speedway Motorsports, Inc.		750,451
					1,462,051
			Environmental Control: 0.7%
	19,100		American Ecology Corp.		353,541
	2,977	@	Nalco Holding Co.		60,909
	8,760		Republic Services, Inc.		356,269
					770,719

Shares				Value
			Exchange Traded Fund: 5.3%
	29,800	@@,L	iShares Russell 2000 Index Fund	$	2,327,082
	33,400	@@,L	iShares Russell 2000 Value Index Fund		2,672,668
	5,481	@@	iShares S&P MidCap 400 Index Fund		439,576
	4,800	@@,L	iShares S&P SmallCap 600/BARRA Value Index Fund		361,632
					5,800,958
			Food: 1.8%
	1,503		ConAgra Foods, Inc.		40,581
	7,500		Corn Products International, Inc.		259,050
	14,102		Diamond Foods, Inc.		268,079
	2,946		General Mills, Inc.		169,690
	10,342		HJ Heinz Co.		465,493
	5,300		JM Smucker Co.		256,891
	11,791	@@	Maple Leaf Foods, Inc.		124,770
	480	@,L	Performance Food Group Co.		13,267
	7,700		Pilgrim's Pride Corp.		226,611
	5,513	@@	Unilever NV ADR		150,229
					1,974,661
			Forest Products & Paper: 0.6%
	8,700		Glatfelter		134,850
	5,043		MeadWestvaco Corp.		151,593
	6,000		Neenah Paper, Inc.		211,920
	2,417		Weyerhaeuser Co.		170,761
					669,124
			Gas: 1.5%
	13,300		Atmos Energy Corp.		424,403
	37,332		WGL Holdings, Inc.		1,216,277
					1,640,680
			Hand/Machine Tools: 0.8%
	8,900		Kennametal, Inc.		523,765
	6,300		Regal-Beloit Corp.		330,813
					854,578
			Healthcare-Products: 3.6%
	4,100		Arrow International, Inc.		145,058
	16,530		Beckman Coulter, Inc.		988,494
	7,000	@,L	Biosite, Inc.		341,950
	15,424		Dade Behring Holdings, Inc.		614,029
	14,200	@,@@,L	Orthofix International NV		710,000
	12,327	L	Steris Corp.		310,271
	34,276	@	Symmetry Medical, Inc.		474,037
	7,000		Vital Signs, Inc.		349,440
					3,933,279
			Healthcare-Services: 3.4%
	26,000	@	Alliance Imaging, Inc.		172,900
	24,600	@	Amsurg Corp.		565,800
	25,702	@,L	Assisted Living Concepts		254,193
	14,300	@	Community Health Systems, Inc.		522,236
	10,815		Health Management Associates, Inc.		228,305
	10,100	@	LifePoint Hospitals, Inc.		340,370
	7,594	@	National Dentex Corp.		132,895
	3,500	@	Pediatrix Medical Group, Inc.		171,150
	12,300	@	RehabCare Group, Inc.		182,655
	23,000	@,L	Triad Hospitals, Inc.		962,090
	3,284		Universal Health Services, Inc.		182,032
					3,714,626

See Accompanying Notes to Financial Statements
191

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Home Builders: 0.2%
	6,500	@,L	WCI Communities, Inc.	$	124,670
	1,051		Winnebago Industries		34,588
					159,258
			Home Furnishings: 0.6%
	11,100		Ethan Allen Interiors, Inc.		400,821
	11,300	L	La-Z-Boy, Inc.		134,131
	1,975		Whirlpool Corp.		163,965
					698,917
			Household Products/Wares: 0.5%
	1,075		Clorox Co.		68,961
	7,533		Kimberly-Clark Corp.		511,867
					580,828
			Housewares: 0.1%
	1,757	@@	Hunter Douglas NV		141,247
					141,247
			Insurance: 6.2%
	2,254		AMBAC Financial Group, Inc.		200,764
	16,400	L	American Equity Investment Life Holding Co.		213,692
	675		Arthur J Gallagher & Co.		19,946
	34,484	@@	Aspen Insurance Holdings Ltd.		908,998
	3,279		Chubb Corp.		173,492
	3,210		Delphi Financial Group		129,877
	11,900	@@	Endurance Specialty Holdings Ltd.		435,302
	6,701		Genworth Financial, Inc.		229,241
	1,393		Hartford Financial Services Group, Inc.		129,981
	8,800		HCC Insurance Holdings, Inc.		282,392
	6,300		Hilb Rogal & Hobbs Co.		265,356
	2,562		Horace Mann Educators Corp.		51,752
	5,500	@@	IPC Holdings Ltd.		172,975
	7,051		Marsh & McLennan Cos., Inc.		216,184
	7,254		MGIC Investment Corp.		453,665
	18,300	@	National Atlantic Holdings Corp.		213,378
	4,900	@,L	Onebeacon Insurance Group, Ltd.		137,200
	6,000	@@,L	PartnerRe Ltd.		426,180
	11,100		Phoenix Cos., Inc.		176,379
	34,100	@@	Platinum Underwriters Holdings Ltd.		1,055,054
	1,449	@,L	ProAssurance Corp.		72,334	��
	6,400		Protective Life Corp.		304,000
	11,806	@,@@	RAM Holdings Ltd.		168,708
	9,700		United Fire & Casualty Co.		341,925
					6,778,775
			Internet: 0.5%
	19,600	@,L	Digitas, Inc.		262,836
	30,200	@,L	WebMethods, Inc.		222,272
					485,108
			Investment Companies: 1.4%
	11,500	L	Apollo Investment Corp.		257,600
	14,037	@,L	Kohlberg Capital Corp.		242,840
	17,300	L	MCG Capital Corp.		351,536
	42,900	L	Patriot Capital Funding, Inc.		621,621
					1,473,597

Shares				Value
			Iron/Steel: 1.3%
	7,700	@,L	Claymont Steel Holdings, Inc.	$	141,603
	3,000		Cleveland-Cliffs, Inc.		145,320
	6,000		Gibraltar Industries, Inc.		141,060
	2,700	@	Oregon Steel Mills, Inc.		168,507
	3,400	L	Reliance Steel & Aluminum Co.		133,892
	5,600		Ryerson, Inc.		140,504
	10,100		Schnitzer Steel Industries, Inc.		400,970
	7,500		Steel Technologies, Inc.		131,625
					1,403,481
			Leisure Time: 0.8%
	6,200		Arctic Cat, Inc.		109,058
	29,800	@,L	K2, Inc.		393,062
	4,000	L	Polaris Industries, Inc.		187,320
	11,100	@,L	Town Sports International Holdings, Inc.		182,928
					872,368
			Machinery-Diversified: 0.7%
	8,000		Albany International Corp.		263,280
	24,669	@,L	Altra Holdings, Inc.		346,600
	6,400		Briggs & Stratton Corp.		172,480
					782,360
			Media: 1.0%
	17,000		Hearst-Argyle Television, Inc.		433,500
	47,100		Journal Communications, Inc.		593,931
					1,027,431
			Metal Fabricate/Hardware: 1.5%
	17,900	L	Kaydon Corp.		711,346
	12,700		Mueller Industries, Inc.		402,590
	18,000		Timken Co.		525,240
					1,639,176
			Mining: 0.2%
	976		Compass Minerals International, Inc.		30,803
	3,765		Newmont Mining Corp.		169,990
					200,793
			Miscellaneous Manufacturing: 2.3%
	5,000		AO Smith Corp.		187,800
	7,127	L	Aptargroup, Inc.		420,778
	7,600		Crane Co.		278,464
	20,000	@,L	Griffon Corp.		510,000
	2,789		Honeywell International, Inc.		126,174
	6,498		Lancaster Colony Corp.		287,926
	15,300		Pentair, Inc.		480,420
	6,700		Reddy Ice Holdings, Inc.		172,994
					2,464,556
			Office Furnishings: 0.3%
	10,000		Herman Miller, Inc.		363,600
					363,600
			Office/Business Equipment: 0.1%
	2,327		Pitney Bowes, Inc.		107,484
					107,484
			Oil & Gas: 2.3%
	1,903		Apache Corp.		126,569
	7,100		Cimarex Energy Co.		259,150
	10,500	@,L	Encore Acquisition Co.		257,565

See Accompanying Notes to Financial Statements
192

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Oil & Gas (continued)
	6,500	@	Forest Oil Corp.	$	212,420
	15,300		Helmerich & Payne, Inc.		374,391
	4,272		Murphy Oil Corp.		217,231
	15,679	L	St. Mary Land & Exploration Co.		577,614
	6,200	@	Stone Energy Corp.		219,170
	5,400	@	Unit Corp.		261,630
					2,505,740
			Oil & Gas Services: 2.4%
	43,600	@	Global Industries Ltd.		568,544
	11,700	@	Helix Energy Solutions Group, Inc.		367,029
	3,500	@,L	Hornbeck Offshore Services, Inc.		124,950
	30,900	@	Key Energy Services, Inc.		483,585
	10,800	@	Lone Star Technologies		522,828
	6,100		Lufkin Industries, Inc.		354,288
	13,900	@,@@	North American Energy Partners		226,292
					2,647,516
			Packaging & Containers: 0.9%
	19,020		Bemis Co.		646,300
	7,800		Sonoco Products Co.		296,868
					943,168
			Pharmaceuticals: 1.3%
	29,000		Alpharma, Inc.		698,900
	11,700	@,L	Par Pharmaceutical Cos., Inc.		261,729
	10,100		Perrigo Co.		174,730
	8,509	@	Watson Pharmaceuticals, Inc.		221,489
					1,356,848
			Pipelines: 0.6%
	14,237		Equitable Resources, Inc.		594,395
					594,395
			Real Estate: 0.1%
	3,239	@@	British Land Co. PLC		108,361
					108,361
			Real Estate Investment Trusts: 4.1%
	30,400	L	Alesco Financial, Inc.		325,280
	41,531		Annaly Capital Management, Inc.		577,696
	6,186		DCT Industrial Trust, Inc.		72,995
	33,757	L	Education Realty Trust, Inc.		498,591
	28,157		Getty Realty Corp.		870,051
	11,300		Healthcare Realty Trust, Inc.		446,802
	12,400		Highland Hospitality Corp.		176,700
	19,900	L	Lexington Corporate Properties Trust		446,158
	3,400		Mack-Cali Realty Corp.		173,400
	22,200		MFA Mortgage Investments, Inc.		170,718
	13,400		National Retail Properties, Inc.		307,530
	1,353		Rayonier, Inc.		55,541
	10,900		Realty Income Corp.		301,930
					4,423,392
			Retail: 5.6%
	6,700		Barnes & Noble, Inc.		266,057
	4,100	@	BJ's Wholesale Club, Inc.		127,551
	11,500		Borders Group, Inc.		257,025
	6,900		Casey's General Stores, Inc.		162,495
	7,600		Cato Corp.		174,116
	12,900	@,L	CEC Entertainment, Inc.		519,225

Shares				Value
	19,444		Dollar General Corp.	$	312,271
	29,300	L	Fred's, Inc.		352,772
	26,800	@,L	HOT Topic, Inc.		357,512
	22,319	L	Kenneth Cole Productions, Inc.		535,433
	4,041		Lowe's Cos., Inc.		125,877
	8,376		OSI Restaurant Partners, Inc.		328,339
	42,500	@,L	Pier 1 Imports, Inc.		252,875
	10,900	@,L	Rare Hospitality International, Inc.		358,937
	18,500	@,L	Red Robin Gourmet Burgers, Inc.		663,225
	6,200		Ruby Tuesday, Inc.		170,128
	4,100		Stage Stores, Inc.		124,599
	14,700	L	Talbots, Inc.		354,270
	19,600	L	Tuesday Morning Corp.		304,780
	7,500	L	United Auto Group, Inc.		176,775
	6,100	@	Zale Corp.		172,081
					6,096,343
			Savings & Loans: 1.3%
	11,500		Flagstar Bancorp., Inc.		170,660
	1,139		MAF Bancorp., Inc.		50,902
	50,510		Washington Federal, Inc.		1,188,500
					1,410,062
			Semiconductors: 1.8%
	6,475		Applied Materials, Inc.		119,464
	5,300	@,L	Cabot Microelectronics Corp.		179,882
	26,800	@,L	Emulex Corp.		522,868
	10,906	@	Exar Corp.		141,778
	20,017	@	Mattson Technology, Inc.		186,558
	8,500	@,L	Rudolph Technologies, Inc.		135,320
	8,416	@	Teradyne, Inc.		125,903
	3,000	@	Varian Semiconductor Equipment Associates, Inc.		136,560
	18,700	@,L	Veeco Instruments, Inc.		350,251
					1,898,584
			Software: 4.1%
	19,700	@,L	Aspen Technology, Inc.		217,094
	9,400	@	Efunds Corp.		258,500
	12,400		Inter-Tel, Inc.		274,784
	24,100	@,L	Lawson Software, Inc.		178,099
	25,162	@,L	Neoware, Inc.		332,390
	58,000	@,L	Parametric Technology Corp.		1,045,161
	71,100	@,L	Sybase, Inc.		1,756,170
	42,113	@,L	Ulticom, Inc.		403,864
					4,466,062
			Telecommunications: 1.6%
	14,000	@,L	Aeroflex, Inc.		164,080
	11,906		Commonwealth Telephone Enterprises, Inc.		498,385
	4,100	@,L	CommScope, Inc.		124,968
	6,023	@	CPI International, Inc.		90,345
	46,800	@,L	EFJ, Inc.		315,432
	19,373		Iowa Telecommunications Services, Inc.		381,842
	8,200	L	Plantronics, Inc.		173,840
					1,748,892
			Textiles: 0.4%
	11,103		G&K Services, Inc.		431,796
					431,796

See Accompanying Notes to Financial Statements
193

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Value

Toys/Games/Hobbies: 0.1%

4,364

Hasbro, Inc.

118,919

118,919

Transportation: 1.7%

3,800

Alexander & Baldwin, Inc.

168,492

2,669

Arkansas Best Corp.

96,084

9,500

Arlington Tankers Ltd.

222,015

21,800

@@,L

Double Hull Tankers, Inc.

352,942

19,855

Heartland Express, Inc.

298,222

39,500

Werner Enterprises, Inc.

690,460

1,828,215

Trucking & Leasing: 0.2%

4,200

Aircastle Ltd.

123,900

2,512

Genesis Lease, Ltd. ADR

59,032

182,932

Total Common Stock
(Cost $98,152,253)

104,553,932

PREFERRED STOCK: 0.7%

Insurance: 0.6%

11,900

Aspen Insurance Holdings Ltd.

647,063

647,063

Real Estate Investment Trusts: 0.1%

4,900

Natl Retail Properties

124,705

124,705

Total Preferred Stock
(Cost $722,018)

771,768

Total Long-Term Investments
(Cost $98,874,271)

105,325,700

Principal Amount			Value
SHORT-TERM INVESTMENTS: 19.6%
		Securities Lending Collateral^cc: 19.6%
$	21,258,300	The Bank of New York Institutional Cash Reserves Fund		21,258,300
Total Short-Term Investments (Cost $21,258,300)				21,258,300

Total Investments in Securities (Cost $120,132,571)*	116.6	%	$	126,584,000
Other Assets and Liabilities - Net	(16.6	)		(18,054,605	)
Net Assets	100.0	%	$	108,529,395

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

P Preferred Stock may be called prior to convertible date.

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 $122,398,371.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	5,381,535
Gross Unrealized Depreciation		(1,195,906	)
Net Unrealized Appreciation	$	4,185,629

At December 31, 2006 the following forward currency contracts were outstanding for the ING American Century Small-Mid Cap Value Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For	Value		Unrealized Appreciation (Depreciation)
Canada Dollars			USD
CAD 112,988	Sell	1/31/07	97,357		96,983	$	374
EURO EUR 232,566	Sell	1/31/07	USD 305,710		307,485		(1,775	)
British Pound Sterling GBP 45,380	Sell	1/31/07	USD 88,781		88,872		(91	)
						$	(1,492	)

See Accompanying Notes to Financial Statements
194

PORTFOLIO OF INVESTMENTS
ING BARON ASSET PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 95.2%
			Advertising: 2.6%
	600	@	Getty Images, Inc.	$	25,692
	3,300	@	Lamar Advertising Co.		215,787
					241,479
			Aerospace/Defense: 1.0%
	2,200	@@	Empresa Brasileira de Aeronautica SA		91,102
					91,102
			Apparel: 2.6%
	3,100		Polo Ralph Lauren Corp.		240,746
					240,746
			Banks: 2.4%
	2,100		Cathay General Bancorp.		72,471
	2,000		City National Corp.		142,400
					214,871
			Commercial Services: 4.4%
	1,000		Corporate Executive Board Co.		87,700
	5,700	@	Iron Mountain, Inc.		235,638
	4,500	@	SAIC, Inc.		80,055
					403,393
			Distribution/Wholesale: 2.4%
	3,300		Fastenal Co.		118,404
	2,500		Pool Corp.		97,925
					216,329
			Diversified Financial Services: 16.5%
	2,700		AllianceBernstein Holding LP		217,080
	10,700		Charles Schwab Corp.		206,938
	400		Chicago Mercantile Exchange Holdings, Inc.		203,900
	5,500		Eaton Vance Corp.		181,555
	900		First Marblehead Corp.		49,185
	4,400		International Securities Exchange, Inc.		205,876
	7,600		Jefferies Group, Inc.		203,832
	3,000		Nuveen Investments, Inc.		155,640
	400		Student Loan Corp.		82,920
					1,506,926
			Entertainment: 1.5%
	4,500	@	Scientific Games Corp.		136,035
					136,035
			Environmental Control: 1.9%
	2,300	@	Stericycle, Inc.		173,650
					173,650
			Food: 1.4%
	2,700		Whole Foods Market, Inc.		126,711
					126,711
			Gas: 2.0%
	6,500		Southern Union Co.		181,675
					181,675
			Healthcare-Products: 4.9%
	3,600		Dentsply International, Inc.		107,460
	2,300	@	Edwards Lifesciences Corp.		108,192
	2,600	@	Henry Schein, Inc.		127,348
	1,300	@	Idexx Laboratories, Inc.		103,090
					446,090

Shares				Value
			Healthcare-Services: 7.1%
	2,200		Brookdale Senior Living, Inc.	$	105,600
	3,400	@	Community Health Systems, Inc.		124,168
	1,900	@	Covance, Inc.		111,929
	1,800	@	Laboratory Corp. of America Holdings		132,246
	3,700		Manor Care, Inc.		173,604
					647,547
			Home Builders: 1.8%
	5,000	@	Toll Brothers, Inc.		161,150
					161,150
			Insurance: 5.6%
	2,300	@,@@	Arch Capital Group Ltd.		155,503
	2,500		Assurant, Inc.		138,125
	5,000		Brown & Brown, Inc.		141,050
	2,500		HCC Insurance Holdings, Inc.		80,225
					514,903
			Lodging: 10.3%
	5,500		Boyd Gaming Corp.		249,205
	4,000	@	Las Vegas Sands Corp.		357,920
	3,500	@	Wynn Resorts Ltd.		328,475
					935,600
			Oil & Gas: 3.5%
	3,200		Helmerich & Payne, Inc.		78,304
	3,500		Range Resources Corp.		96,110
	3,000		XTO Energy, Inc.		141,150
					315,564
			Oil & Gas Services: 1.2%
	1,100	@	SEACOR Holdings, Inc.		109,054
					109,054
			Pharmaceuticals: 1.1%
	3,200	@	VCA Antech, Inc.		103,008
					103,008
			Real Estate: 5.7%
	10,000	@	CB Richard Ellis Group, Inc.		332,000
	1,800		Forest City Enterprises, Inc.		105,120
	1,500		St. Joe Co.		80,355
					517,475
			Real Estate Investment Trusts: 3.5%
	500		AvalonBay Communities, Inc.		65,025
	2,400	@	Douglas Emmett, Inc.		63,816
	1,400		SL Green Realty Corp.		185,892
					314,733
			Retail: 6.2%
	2,200	@	Carmax, Inc.		117,986
	3,800	@	Cheesecake Factory		93,480
	3,500	@	Copart, Inc.		105,000
	2,500	@	O'Reilly Automotive, Inc.		80,150
	4,200		Tiffany & Co.		164,808
					561,424
			Software: 1.5%
	2,300		SEI Investments Co.		136,988
					136,988

See Accompanying Notes to Financial Statements
195

PORTFOLIO OF INVESTMENTS
ING BARON ASSET PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Transportation: 4.1%
	3,000	@	CH Robinson Worldwide, Inc.	$	122,670
	2,400		Expeditors International Washington, Inc.		97,200
	5,000	@@	UTI Worldwide, Inc.		149,500
					369,370

Total Investments in Securities (Cost $7,532,670)*	95.2	%	$	8,665,823
Other Assets and Liabilities - Net	4.8			441,641
Net Assets	100.0	%	$	9,107,464

@ Non-income producing security

@@ Foreign Issuer

* Cost for federal income tax purposes is $7,536,439.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	1,395,642
Gross Unrealized Depreciation		(266,258	)
Net Unrealized Appreciation	$	1,129,384

See Accompanying Notes to Financial Statements
196

ING BARON SMALL CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 91.6%
			Advertising: 0.2%
	5,000	@	Getty Images, Inc.	$	214,100
	10,000	@	R.H. Donnelley Corp.		627,300
					841,400
			Airlines: 0.4%
	145,000	@	JetBlue Airways Corp.		2,059,000
					2,059,000
			Apparel: 1.8%
	300,000	@	Carter's, Inc.		7,650,000
	10,000		Polo Ralph Lauren Corp.		776,600
					8,426,600
			Auto Parts & Equipment: 0.4%
	451,500	@	Delphi Corp.		1,724,730
					1,724,730
			Banks: 5.4%
	80,000		Cathay General Bancorp.		2,760,800
	190,000		Center Financial Corp.		4,554,300
	120,000		Central Pacific Financial Corp.		4,651,200
	160,000		First Republic Bank		6,252,800
	200,000		UCBH Holdings, Inc.		3,512,000
	110,000	@	Western Alliance Bancorp.		3,824,700
					25,555,800
			Beverages: 0.7%
	125,000	@	Peet's Coffee & Tea, Inc.		3,280,000
					3,280,000
			Biotechnology: 0.3%
	32,000	@	Charles River Laboratories International, Inc.		1,384,000
					1,384,000
			Building Materials: 1.5%
	160,000		Eagle Materials, Inc.		6,916,800
					6,916,800
			Chemicals: 1.1%
	250,000	@	Symyx Technologies		5,397,500
					5,397,500
			Commercial Services: 8.2%
	125,000		Chemed Corp.		4,622,500
	47,100	@	ChoicePoint, Inc.		1,854,798
	120,000	@	CoStar Group, Inc.		6,427,200
	325,000		DeVry, Inc.		9,100,000
	130,000		Macquarie Infrastructure Co. Trust		4,612,400
	100,000	@	Morningstar, Inc.		4,505,000
	160,000	@	PRA International		4,043,200
	100,000	@	Senomyx, Inc.		1,299,000
	25,000		Strayer Education, Inc.		2,651,250
					39,115,348
			Distribution/Wholesale: 1.7%
	135,000	@	Beacon Roofing Supply, Inc.		2,540,700
	80,000		Pool Corp.		3,133,600
	50,000		Watsco, Inc.		2,358,000
					8,032,300

Shares				Value
			Diversified Financial Services: 9.1%
	280,000		Cohen & Steers, Inc.	$	11,247,600
	41,000	@	Evercore Partners, Inc.		1,510,850
	97,500		First Marblehead Corp.		5,328,375
	16,000		GAMCO Investors, Inc.		615,360
	200,000		International Securities Exchange, Inc.		9,358,000
	250,000		Jefferies Group, Inc.		6,705,000
	145,000		National Financial Partners Corp.		6,375,650
	100,000	@	Thomas Weisel Partners Group, Inc.		2,110,000
					43,250,835
			Electric: 1.4%
	160,000		ITC Holdings Corp.		6,384,000
					6,384,000
			Energy-Alternate Sources: 1.1%
	142,308	@	Sunpower Corp.		5,289,588
					5,289,588
			Entertainment: 4.7%
	75,000	@	Great Wolf Resorts, Inc.		1,047,000
	200,000	@	Isle of Capri Casinos, Inc.		5,316,000
	50,000	@	Penn National Gaming, Inc.		2,081,000
	100,000	@	Pinnacle Entertainment, Inc.		3,314,000
	150,000	@	Scientific Games Corp.		4,534,500
	150,000	@	Shuffle Master, Inc.		3,930,000
	45,000	@	Vail Resorts, Inc.		2,016,900
					22,239,400
			Food: 1.3%
	125,000	@	Ralcorp Holdings, Inc.		6,361,250
					6,361,250
			Gas: 0.5%
	88,198		Southern Union Co.		2,465,134
					2,465,134
			Healthcare-Products: 3.5%
	100,000	@	Edwards Lifesciences Corp.		4,704,000
	75,000	@	Gen-Probe, Inc.		3,927,750
	35,000	@	Intuitive Surgical, Inc.		3,356,500
	70,000	@	Kensey Nash Corp.		2,226,000
	115,000	@	PSS World Medical, Inc.		2,245,950
					16,460,200
			Healthcare-Services: 6.7%
	200,000	@	Amerigroup Corp.		7,178,000
	175,000	@	Centene Corp.		4,299,750
	80,000	@	Community Health Systems, Inc.		2,921,600
	35,000		Manor Care, Inc.		1,642,200
	122,000	@	Nighthawk Radiology Holdings, Inc.		3,111,000
	90,000	@	Odyssey HealthCare, Inc.		1,193,400
	45,000	@	United Surgical Partners International, Inc.		1,275,750
	150,000	@	WellCare Health Plans, Inc.		10,335,000
					31,956,700
			Home Builders: 1.6%
	100,000		Brookfield Homes Corp.		3,755,000
	40,000	@	Hovnanian Enterprises, Inc.		1,356,000
	40,000	@	Meritage Homes Corp.		1,908,800
	25,000		Standard-Pacific Corp.		669,750
					7,689,550

See Accompanying Notes to Financial Statements
197

ING BARON SMALL CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Household Products/Wares: 1.1%
	125,000		Church & Dwight Co., Inc.	$	5,331,250
					5,331,250
			Insurance: 1.0%
	65,000	@,@@	Arch Capital Group Ltd.		4,394,650
	10,000		Brown & Brown, Inc.		282,100
					4,676,750
			Internet: 3.6%
	80,000	@	Blue Nile, Inc.		2,951,200
	50,000	@	Checkfree Corp.		2,008,000
	120,000	@	Equinix, Inc.		9,074,400
	125,000	@	NetFlix, Inc.		3,232,500
					17,266,100
			Leisure Time: 0.8%
	80,000	@	Life Time Fitness, Inc.		3,880,800
					3,880,800
			Lodging: 5.5%
	200,000		Ameristar Casinos, Inc.		6,148,000
	70,000		Choice Hotels International, Inc.		2,947,000
	80,000	@@	Four Seasons Hotels, Inc.		6,559,200
	40,000	@	Gaylord Entertainment Co.		2,037,200
	45,000		Station Casinos, Inc.		3,675,150
	50,000	@	Wynn Resorts Ltd.		4,692,500
					26,059,050
			Media: 1.1%
	75,000	@,@@	Central European Media Enterprises Ltd.		5,250,000
					5,250,000
			Miscellaneous Manufacturing: 0.3%
	35,000		American Railcar Industries, Inc.		1,191,400
					1,191,400
			Oil & Gas: 1.7%
	160,000	@	Encore Acquisition Co.		3,924,800
	60,000	@	EXCO Resources, Inc.		1,014,600
	45,000		Range Resources Corp.		1,235,700
	45,000	@	Whiting Petroleum Corp.		2,097,000
					8,272,100
			Oil & Gas Services: 3.5%
	80,000	@,@@	Core Laboratories NV		6,480,000
	160,000	@	Dresser-Rand Group, Inc.		3,915,200
	80,000	@	FMC Technologies, Inc.		4,930,400
	15,000	@	SEACOR Holdings, Inc.		1,487,100
					16,812,700
			Pharmaceuticals: 0.2%
	250,000	@	Depomed, Inc.		862,500
					862,500
			Real Estate: 1.7%
	240,000	@	CB Richard Ellis Group, Inc.		7,968,000
					7,968,000
			Real Estate Investment Trusts: 2.0%
	10,500	@	Alexander's, Inc.		4,406,325
	201,800		CBRE Realty Finance, Inc.		3,170,278
	160,000		Spirit Finance Corp.		1,995,200
					9,571,803

Shares					Value
			Retail: 15.5%
		85,000	@	Cabela's, Inc.	$	2,051,050
		180,000	@	California Pizza Kitchen, Inc.		5,995,800
		100,000	@	Carmax, Inc.		5,363,000
		180,000	@	Cheesecake Factory		4,428,000
		200,000	@	Copart, Inc.		6,000,000
		200,000	@	Dick's Sporting Goods, Inc.		9,798,000
		100,000	@	DSW, Inc.		3,857,000
		80,000	@	Guitar Center, Inc.		3,636,800
		120,000	@	J Crew Group, Inc.		4,626,000
		60,000	@	Panera Bread Co.		3,354,600
		75,000	@	PF Chang's China Bistro, Inc.		2,878,500
		300,000	@	Select Comfort Corp.		5,217,000
		100,000	@	Texas Roadhouse, Inc.		1,326,000
		70,000	@	Tractor Supply Co.		3,129,700
		125,000	@	Under Armour, Inc.		6,306,250
		250,000		United Auto Group, Inc.		5,892,500
						73,860,200
			Telecommunications: 0.5%
		90,000	@	SBA Communications Corp.		2,475,000
						2,475,000
			Transportation: 1.5%
		30,000		Florida East Coast Industries		1,788,000
		120,000	@	Genesee & Wyoming, Inc.		3,148,800
		60,000		Landstar System, Inc.		2,290,800
						7,227,600
Total Common Stock (Cost $327,373,793)						435,535,388
Principal Amount					Value
CONVERTIBLE BONDS: 0.8%
			Lodging: 0.8%
$	1,000,000	#,C	Wynn Resorts Ltd., 6.000%, due 07/15/15			4,097,500
Total Convertible Bonds (Cost $981,874)						4,097,500
Total Long-Term Investments (Cost $328,355,667)						439,632,888
SHORT-TERM INVESTMENTS: 7.1%

		U.S. Government Agency Obligations: 7.1%
	33,536,000	Federal Home Loan Bank, 4.600%, due 01/02/07	33,527,430
Total Short-Term Investments (Cost $33,527,430)			33,527,430

Total Investments in Securities (Cost $361,883,097)*	99.5	%	$	473,160,318
Other Assets and Liabilities - Net	0.5			2,497,512
Net Assets	100.0	%	$	475,657,830

@ Non-income producing security

@@ Foreign Issuer

# 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

See Accompanying Notes to Financial Statements
198

ING BARON SMALL CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

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.

* Cost for federal income tax purposes is $362,124,099.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	120,911,683
Gross Unrealized Depreciation		(9,875,464	)
Net Unrealized Appreciation	$	111,036,219

See Accompanying Notes to Financial Statements
199

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 98.7%
			Aerospace/Defense: 4.1%
	32,500	@	AAR Corp.	$	948,675
	34,000	@	BE Aerospace, Inc.		873,120
	18,000		DRS Technologies, Inc.		948,240
	20,000	@	Esterline Technologies Corp.		804,600
					3,574,635
			Agriculture: 1.1%
	19,000		Universal Corp.		931,190
					931,190
			Airlines: 1.6%
	59,500	@	Airtran Holdings, Inc.		698,530
	18,000	@	Alaska Air Group, Inc.		711,000
					1,409,530
			Apparel: 3.1%
	16,000		Phillips-Van Heusen		802,720
	59,000	@	Quiksilver, Inc.		929,250
	39,000	@	Warnaco Group, Inc.		989,820
					2,721,790
			Auto Parts & Equipment: 1.2%
	28,000	@	Tenneco, Inc.		692,160
	40,600	@	Visteon Corp.		344,288
					1,036,448
			Banks: 11.2%
	34,000		Americanwest Bancorp.		823,480
	28,000		Bancorpsouth, Inc.		750,960
	24,500		Colonial BancGroup, Inc.		630,630
	30,000		Community Bank System, Inc.		690,000
	18,000		First Midwest Bancorp., Inc.		696,240
	9,000		First Republic Bank		351,720
	24,500		First State Bancorp.		606,375
	23,000		Independent Bank Corp.		828,690
	27,000		Pacific Capital Bancorp.		906,660
	28,000		Placer Sierra Bancshares		665,560
	24,000		Prosperity Bancshares, Inc.		828,240
	14,800		Seacoast Banking Corp. of Florida		367,040
	17,500	@	SVB Financial Group		815,850
	30,000		Umpqua Holdings Corp.		882,900
					9,844,345
			Beverages: 0.5%
	29,100	@,@@	Cott Corp.		416,421
					416,421
			Building Materials: 1.9%
	67,000		Comfort Systems USA, Inc.		846,880
	41,000		LSI Industries, Inc.		813,850
					1,660,730
			Commercial Services: 6.1%
	40,000		ABM Industries, Inc.		908,400
	23,000	@	AMN Healthcare Services, Inc.		633,420
	14,100	@	Consolidated Graphics, Inc.		832,887
	29,000	@	FTI Consulting, Inc.		808,810
	13,300	@	H&E Equipment Services, Inc.		329,441
	44,000	@	MPS Group, Inc.		623,920
	76,000		Stewart Enterprises, Inc.		475,000
	16,000		Watson Wyatt Worldwide, Inc.		722,400
					5,334,278

Shares				Value
			Computers: 2.2%
	65,900	@	Brocade Communications Systems, Inc.	$	541,039
	33,500	@	Electronics for Imaging		890,430
	30,000	@	SYKES Enterprises, Inc.		529,200
					1,960,669
			Cosmetics/Personal Care: 1.3%
	13,000	@	Chattem, Inc.		651,040
	24,500		Inter Parfums, Inc.		470,155
					1,121,195
			Diversified Financial Services: 4.0%
	9,000	@	Affiliated Managers Group, Inc.		946,170
	32,000	@	Cowen Group, Inc.		676,800
	20,500	@@	Lazard Ltd.		970,470
	20,500		National Financial Partners Corp.		901,385
					3,494,825
			Electric: 2.6%
	16,600		ITC Holdings Corp.		662,340
	27,000		PNM Resources, Inc.		839,700
	15,000		WPS Resources Corp.		810,450
					2,312,490
			Electronics: 3.3%
	23,500	@	Benchmark Electronics, Inc.		572,460
	14,700	@	Electro Scientific Industries, Inc.		296,058
	22,000		Park Electrochemical Corp.		564,300
	26,600	@	Plexus Corp.		635,208
	11,300	@	Rofin-Sinar Technologies, Inc.		683,198
	9,653		X-Rite, Inc.		118,732
					2,869,956
			Engineering & Construction: 0.9%
	14,000		Washington Group International, Inc.		837,060
					837,060
			Entertainment: 1.0%
	21,700	@	Bally Technologies, Inc.		405,356
	25,000		Carmike Cinemas, Inc.		509,750
					915,106
			Exchange Traded Fund: 0.5%
	5,800	@@	iShares Nasdaq Biotech Index		451,008
					451,008
			Food: 1.0%
	28,000		Sanderson Farms, Inc.		848,120
					848,120
			Forest Products & Paper: 0.6%
	34,000		Glatfelter		527,000
					527,000
			Gas: 2.0%
	30,000		Atmos Energy Corp.		957,300
	17,000		New Jersey Resources Corp.		825,860
					1,783,160
			Healthcare-Products: 1.5%
	14,000		Datascope Corp.		510,160
	25,000	@	Medical Action Industries, Inc.		806,000
					1,316,160

See Accompanying Notes to Financial Statements
200

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Healthcare-Services: 2.8%
	27,200	@	LifePoint Hospitals, Inc.	$	916,640
	22,000	@	Magellan Health Services, Inc.		950,840
	34,000	@	Res-Care, Inc.		617,100
					2,484,580
			Home Builders: 0.8%
	21,500	@	Hovnanian Enterprises, Inc.		728,850
					728,850
			Household Products/Wares: 1.4%
	9,000	@	Central Garden & Pet Co.		435,780
	33,000	@,@@	Helen of Troy Ltd.		800,580
					1,236,360
			Insurance: 4.7%
	26,000	@	Argonaut Group, Inc.		906,360
	21,000		Delphi Financial Group		849,660
	16,000		NYMAGIC, Inc.		585,600
	27,500	@@	Platinum Underwriters Holdings Ltd.		850,850
	20,000		Zenith National Insurance Corp.		938,200
					4,130,670
			Internet: 1.5%
	40,000	@	i2 Technologies, Inc.		912,800
	51,500	@	WebMethods, Inc.		379,040
					1,291,840
			Investment Companies: 1.4%
	6,900		American Capital Strategies Ltd.		319,194
	39,459		Apollo Investment Corp.		883,882
					1,203,076
			Iron/Steel: 1.8%
	7,400		Carpenter Technology Corp.		758,648
	26,000		Steel Dynamics, Inc.		843,700
					1,602,348
			Machinery-Diversified: 2.3%
	20,500	@	AGCO Corp.		634,270
	21,500	@	Gardner Denver, Inc.		802,165
	44,000	@	Gerber Scientific, Inc.		552,640
					1,989,075
			Media: 0.8%
	43,000		World Wrestling Entertainment, Inc.		700,900
					700,900
			Mining: 0.7%
	22,000		Amcol International Corp.		610,280
					610,280
			Miscellaneous Manufacturing: 2.0%
	46,000		Barnes Group, Inc.		1,000,500
	19,500		Crane Co.		714,480
					1,714,980
			Oil & Gas: 0.8%
	30,000	@	Encore Acquisition Co.		735,900
					735,900

Shares				Value
			Oil & Gas Services: 3.6%
	19,900	@	Dawson Geophysical Co.	$	724,957
	35,000	@	Dresser-Rand Group, Inc.		856,450
	25,500	@	Oil States International, Inc.		821,865
	12,000	@	Universal Compression Holdings, Inc.		745,320
					3,148,592
			Packaging & Containers: 1.1%
	45,000	@	Crown Holdings, Inc.		941,400
					941,400
			Real Estate Investment Trusts: 7.7%
	9,000		Alexandria Real Estate Equities, Inc.		903,600
	44,000		Equity Inns, Inc.		702,240
	21,500		LaSalle Hotel Properties		985,775
	32,000		LTC Properties, Inc.		873,920
	14,000		Mid-America Apartment Communities, Inc.		801,360
	50,000		Omega Healthcare Investors, Inc.		886,000
	23,000		Tanger Factory Outlet Centers		898,840
	33,500		U-Store-It Trust		688,425
					6,740,160
			Retail: 4.4%
	24,000	@	AC Moore Arts & Crafts, Inc.		520,080
	20,500		Brown Shoe Co., Inc.		978,670
	25,500	@	Genesco, Inc.		951,150
	35,000	@	O'Charleys, Inc.		744,800
	23,000		Ruby Tuesday, Inc.		631,120
					3,825,820
			Savings & Loans: 0.8%
	45,000		First Niagara Financial Group, Inc.		668,700
					668,700
			Semiconductors: 1.0%
	20,500	@	Cypress Semiconductor Corp.		345,835
	60,000	@	Kulicke & Soffa Industries, Inc.		504,000
					849,835
			Software: 0.5%
	65,000	@	Lawson Software, Inc.		480,350
					480,350
			Telecommunications: 3.7%
	141,000	@	3Com Corp.		579,510
	68,000	@	Aeroflex, Inc.		796,960
	160,000	@	Cincinnati Bell, Inc.		731,200
	24,000	@	CommScope, Inc.		731,520
	57,000	@	RF Micro Devices, Inc.		387,030
					3,226,220
			Textiles: 0.7%
	17,000		Unifirst Corp.		652,970
					652,970
			Transportation: 1.6%
	31,500	@@	Arlington Tankers Ltd.		736,155
	31,000		OMI Corp.		656,270
					1,392,425

See Accompanying Notes to Financial Statements
201

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Value

Trucking & Leasing: 0.9%

18,500

GATX Corp.

801,605

801,605

Total Common Stock
(Cost $81,351,727)

86,523,052

Principal Amount			Value
SHORT-TERM INVESTMENTS: 0.5%
		U.S. Government Agency Obligations: 0.5%
$	476,000	Federal Home Loan Bank, 4.600%, due 01/02/07		475,878
Total Short-Term Investments (Cost $475,878)				475,878

Total Investments in Securities (Cost $81,827,605)*	99.2	%	$	86,998,930
Other Assets and Liabilities - Net	0.8			709,764
Net Assets	100.0	%	$	87,708,694

@ Non-income producing security

@@ Foreign Issuer

* Cost for federal income tax purposes is $81,880,294.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	6,229,013
Gross Unrealized Depreciation		(1,110,377	)
Net Unrealized Appreciation	$	5,118,636

See Accompanying Notes to Financial Statements
202

PORTFOLIO OF INVESTMENTS
ING DAVIS VENTURE VALUE PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 95.7%
			Advertising: 0.3%
	8,500	@@	WPP Group PLC	$	575,790
					575,790
			Agriculture: 4.9%
	119,300		Altria Group, Inc.		10,238,326
					10,238,326
			Banks: 9.2%
	32,800		Commerce Bancorp., Inc.		1,156,856
	288,818	@@	HSBC Holdings PLC		5,256,442
	41,400		Mellon Financial Corp.		1,745,246
	9,400		State Street Corp.		633,936
	83,890		Wachovia Corp.		4,777,536
	154,900		Wells Fargo & Co.		5,508,244
					19,078,260
			Beverages: 2.1%
	36,400	@@	Diageo PLC ADR		2,886,884
	37,800	@@	Heineken Holding NV		1,535,455
					4,422,339
			Building Materials: 1.0%
	19,100		Martin Marietta Materials, Inc.		1,984,681
					1,984,681
			Coal: 0.2%
	705,500	@,@@	China Coal Energy Co.		458,040
					458,040
			Commercial Services: 4.1%
	12,900	@	Apollo Group, Inc.		502,713
	227,010	@@	COSCO Pacific Ltd.		531,066
	85,700		H&R Block, Inc.		1,974,528
	59,600	@	Iron Mountain, Inc.		2,463,864
	43,100		Moody's Corp.		2,976,486
					8,448,657
			Computers: 1.2%
	48,700	@	Dell, Inc.		1,221,883
	31,300		Hewlett-Packard Co.		1,289,247
					2,511,130
			Cosmetics/Personal Care: 1.4%
	25,800		Avon Products, Inc.		852,432
	33,000		Procter & Gamble Co.		2,120,910
					2,973,342
			Diversified Financial Services: 12.6%
	167,800		American Express Co.		10,180,426
	40,830		Ameriprise Financial, Inc.		2,225,235
	92,200		Citigroup, Inc.		5,135,540
	150,200		JPMorgan Chase & Co.		7,254,660
	18,000		Morgan Stanley		1,465,740
					26,261,601
			Food: 0.6%
	25,500		Hershey Co.		1,269,900
					1,269,900
			Food Service: 0.0%
	5,486	@,X	FHC Delaware, Inc.		38,073
					38,073

Shares				Value
			Healthcare-Services: 1.3%
	49,300		UnitedHealth Group, Inc.	$	2,648,889
					2,648,889
			Holding Companies-Diversified: 0.6%
	321,020	@@	China Merchants Holdings International Co., Ltd.		1,313,192
					1,313,192
			Housewares: 0.2%
	5,600	@@	Hunter Douglas NV		450,188
					450,188
			Insurance: 14.3%
	1,400		AMBAC Financial Group, Inc.		124,745
	125,300		American International Group, Inc.		8,978,998
	41,600		AON Corp.		1,470,144
	51	@	Berkshire Hathaway, Inc.-Class A		5,609,490
	60	@	Berkshire Hathaway, Inc.-Class B		219,960
	15,330		Chubb Corp.		811,110
	2,900	@@	Everest Re Group Ltd.		284,519
	108,600		Loews Corp.		4,503,642
	390	@	Markel Corp.		187,239
	12,400		Principal Financial Group		727,880
	191,300		Progressive Corp.		4,633,286
	6,700	@@	Sun Life Financial, Inc.		283,745
	29,200		Transatlantic Holdings, Inc.		1,813,320
					29,648,078
			Internet: 1.3%
	33,600	@	Amazon.com, Inc.		1,325,856
	11,400	@	Expedia, Inc.		239,172
	11,200	@	InterActiveCorp		416,192
	28,600	@	Liberty Media Holding Corp.-Interactive		616,902
					2,598,122
			Leisure Time: 1.3%
	39,300		Harley-Davidson, Inc.		2,769,471
					2,769,471
			Media: 5.6%
	131,000	@	Comcast Corp.		5,486,280
	7,700		Gannett Co., Inc.		465,542
	22,500	@@	Lagardere SCA		1,806,964
	5,840	@	Liberty Media Holding Corp.		572,203
	157,700		News Corp., Inc.		3,387,396
					11,718,385
			Mining: 1.3%
	22,100	@@	BHP Billiton PLC		404,716
	8,000	@@	Rio Tinto PLC		423,969
	20,600		Vulcan Materials Co.		1,851,322
					2,680,007
			Miscellaneous Manufacturing: 3.8%
	256,500	@@	Tyco International Ltd.		7,797,600
					7,797,600
			Oil & Gas: 11.6%
	38,600	@@	Canadian Natural Resources Ltd.		2,054,582
	125,400		ConocoPhillips		9,022,530
	69,900		Devon Energy Corp.		4,688,892
	55,800		EOG Resources, Inc.		3,484,710

See Accompanying Notes to Financial Statements
203

PORTFOLIO OF INVESTMENTS
ING DAVIS VENTURE VALUE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Oil & Gas (continued)
	65,550		Occidental Petroleum Corp.	$	3,200,807
	20,800	@	Transocean, Inc.		1,682,512
					24,134,033
			Packaging & Containers: 1.9%
	60,400		Sealed Air Corp.		3,921,168
					3,921,168
			Pharmaceuticals: 2.4%
	23,800		Cardinal Health, Inc.		1,533,434
	43,300		Caremark Rx, Inc.		2,472,863
	14,400	@	Express Scripts, Inc.		1,031,040
					5,037,337
			Real Estate Investment Trusts: 1.3%
	51,000		General Growth Properties, Inc.		2,663,730
					2,663,730
			Retail: 6.0%
	32,700	@	Bed Bath & Beyond, Inc.		1,245,870
	10,400	@	Carmax, Inc.		557,752
	117,600		Costco Wholesale Corp.		6,217,512
	30,800		Lowe's Cos., Inc.		959,420
	2,900	@	Sears Holding Corp.		486,997
	63,700		Wal-Mart Stores, Inc.		2,941,666
					12,409,217
			Software: 2.2%
	152,100		Microsoft Corp.		4,541,706
					4,541,706
			Telecommunications: 2.2%
	23,000	@@	Nokia OYJ ADR		467,360
	36,756		NTL, Inc.		927,721
	39,400	@@	SK Telecom Co., Ltd. ADR		1,043,312
	111,000		Sprint Nextel Corp.		2,096,790
					4,535,183
			Transportation: 0.8%
	8,800	@@	Kuehne & Nagel International AG		639,294
	13,140		United Parcel Service, Inc.		985,237
					1,624,531
Total Common Stock (Cost $179,103,378)					198,750,976

Principal Amount			Value
SHORT-TERM INVESTMENTS: 5.2%
		Commercial Paper: 5.2%
$	8,987,000	Rabobank, 5.220%, due 01/02/07		8,984,394
	1,898,000	Three Pillars, 5.350%, due 01/02/07		1,897,436
Total Short-Term Investments (Cost $10,881,830)				10,881,830

Total Investments in Securities (Cost $189,985,208)*	100.9	%	$	209,632,806
Other Assets and Liabilities - Net	(0.9	)		(1,859,749	)
Net Assets	100.0	%	$	207,773,057

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

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

* Cost for federal income tax purposes is $189,973,348.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	20,994,577
Gross Unrealized Depreciation		(1,335,119	)
Net Unrealized Appreciation	$	19,659,458

See Accompanying Notes to Financial Statements
204

PORTFOLIO OF INVESTMENTS
ING FUNDAMENTAL RESEARCH PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 99.3%
			Advertising: 0.0%
	19	@	Interpublic Group of Cos., Inc.	$	233
					233
			Agriculture: 3.0%
	34,838		Altria Group, Inc.		2,989,797
					2,989,797
			Banks: 7.0%
	45,735		Bank of America Corp.		2,441,792
	29,400		Bank of New York Co., Inc.		1,157,478
	17,479		Capital One Financial Corp.		1,342,737
	40,600		US Bancorp.		1,469,314
	14,082		Wells Fargo & Co.		500,756
					6,912,077
			Beverages: 1.3%
	19,800		PepsiCo, Inc.		1,238,490
					1,238,490
			Biotechnology: 0.7%
	10,900	@	Genzyme Corp.		671,222
					671,222
			Chemicals: 1.0%
	14,400		Air Products & Chemicals, Inc.		1,012,032
					1,012,032
			Computers: 6.9%
	17,500	@	CACI International, Inc.		988,750
	37,300		Hewlett-Packard Co.		1,536,387
	10,700		International Business Machines Corp.		1,039,505
	83,300	@	Isilon Systems, Inc.		2,299,078
	37,700	@@	Seagate Technology, Inc.		999,050
	2,600	@,X	Seagate Technology, Inc.-Escrow		—
					6,862,770
			Cosmetics/Personal Care: 2.3%
	35,696		Procter & Gamble Co.		2,294,182
					2,294,182
			Diversified Financial Services: 7.3%
	44,276		Citigroup, Inc.		2,466,173
	23,670		Countrywide Financial Corp.		1,004,792
	29,490	@	E*Trade Financial Corp.		661,166
	20,500		JPMorgan Chase & Co.		990,150
	17,365		Merrill Lynch & Co., Inc.		1,616,682
	29,500	@	TD Ameritrade Holding Corp.		477,310
					7,216,273
			Electric: 1.1%
	369	@	Dynegy, Inc.		2,672
	33,000	@	Mirant Corp.		1,041,810
					1,044,482
			Electrical Components & Equipment: 2.1%
	17,300		Emerson Electric Co.		762,757
	30,800	@	General Cable Corp.		1,346,268
					2,109,025

Shares				Value
			Electronics: 1.2%
	63,800	@,@@	Flextronics International Ltd.	$	732,424
	10,400	@	Thomas & Betts Corp.		491,712
					1,224,136
			Energy-Alternate Sources: 0.8%
	27,500	@	First Solar, Inc.		819,500
					819,500
			Engineering & Construction: 0.9%
	50,200	@@	ABB Ltd. ADR		902,596
					902,596
			Entertainment: 0.8%
	16,600		International Game Technology		766,920
					766,920
			Healthcare-Products: 3.1%
	25,810		Johnson & Johnson		1,703,976
	38,400	@	St. Jude Medical, Inc.		1,403,904
					3,107,880
			Healthcare-Services: 1.3%
	30,200		Aetna, Inc.		1,304,036
					1,304,036
			Household Products/Wares: 1.0%
	15,200		Clorox Co.		975,080
					975,080
			Insurance: 6.9%
	36,400		American International Group, Inc.		2,608,424
	28,000		AON Corp.		989,520
	19,600		Metlife, Inc.		1,156,596
	25,500		St. Paul Travelers Cos., Inc.		1,369,095
	16,400		Stancorp Financial Group, Inc.		738,820
					6,862,455
			Internet: 1.6%
	3,500	@	Google, Inc.		1,611,680
					1,611,680
			Investment Companies: 3.1%
	91,762	@,@@	KKR Private Equity Investors LP		2,096,762
	27,155		Utilities Select Sector SPDR		997,132
					3,093,894
			Iron/Steel: 1.3%
	14,000		Allegheny Technologies, Inc.		1,269,520
					1,269,520
			Media: 2.6%
	67,500		News Corp., Inc.		1,449,900
	33,100		Walt Disney Co.		1,134,337
					2,584,237
			Metal Fabricate/Hardware: 1.1%
	14,300		Precision Castparts Corp.		1,119,404
					1,119,404
			Mining: 1.5%
	13,000		Freeport-McMoRan Copper & Gold, Inc.		724,490
	3,300	@@	Rio Tinto PLC ADR		701,217
					1,425,707

See Accompanying Notes to Financial Statements
205

PORTFOLIO OF INVESTMENTS
ING FUNDAMENTAL RESEARCH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Miscellaneous Manufacturing: 5.1%
	15,950		Cooper Industries Ltd.	$	1,442,359
	68,505		General Electric Co.		2,549,071
	20,346		Roper Industries, Inc.		1,022,183
					5,013,613
			Oil & Gas: 4.5%
	43,115		ExxonMobil Corp.		3,303,902
	13,220	@	Newfield Exploration Co.		607,459
	16,600	@	Southwestern Energy Co.		581,830
					4,493,191
			Oil & Gas Services: 1.7%
	15,002		Schlumberger Ltd.		947,526
	18,200	@	Weatherford International Ltd.		760,578
					1,708,104
			Pharmaceuticals: 7.2%
	31,200		Abbott Laboratories		1,519,752
	29,800		Caremark Rx, Inc.		1,701,878
	24,331	@	Medco Health Solutions, Inc.		1,300,249
	61,258		Pfizer, Inc.		1,586,582
	19,200		Wyeth		977,664
					7,086,125
			Retail: 4.8%
	18,500		Best Buy Co., Inc.		910,015
	41,600		CVS Corp.		1,285,856
	12,500		Home Depot, Inc.		502,000
	47,600		Staples, Inc.		1,270,920
	15,800		Wal-Mart Stores, Inc.		729,644
					4,698,435
			Semiconductors: 3.1%
	102,300		Intel Corp.		2,071,575
	91,252	@@	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		997,384
					3,068,959
			Software: 5.0%
	41,900	@	Activision, Inc.		722,356
	22,600	@@	Infosys Technologies Ltd. ADR		1,233,056
	101,679		Microsoft Corp.		3,036,135
					4,991,547
			Telecommunications: 8.0%
	74,700		AT&T, Inc.		2,670,525
	84,800		Motorola, Inc.		1,743,488
	37,900		Qualcomm, Inc.		1,432,241
	56,400		Verizon Communications, Inc.		2,100,336
					7,946,590

Total Investments in Securities (Cost $91,379,044)*	99.3	%	$	98,424,192
Other Assets and Liabilities - Net	0.7			657,427
Net Assets	100.0	%	$	99,081,619

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

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

* Cost for federal income tax purposes is $92,214,780.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	7,088,612
Gross Unrealized Depreciation		(879,200	)
Net Unrealized Appreciation	$	6,209,412

See Accompanying Notes to Financial Statements
206

ING GOLDMAN SACHS^® PORTFOLIO OF INVESTMENTS
CAPITAL GROWTH PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 99.8%
			Advertising: 1.3%
	7,270	@,L	Lamar Advertising Co.	$	475,385
					475,385
			Aerospace/Defense: 1.6%
	9,280		United Technologies Corp.		580,186
					580,186
			Banks: 1.0%
	4,530	L	SunTrust Banks, Inc.		382,559
					382,559
			Beverages: 2.4%
	14,220		PepsiCo, Inc.		889,461
					889,461
			Biotechnology: 9.6%
	12,930	@	Amgen, Inc.		883,248
	15,180	@,L	Celgene Corp.		873,305
	4,550	@,L	Charles River Laboratories International, Inc.		196,788
	9,320	@,L	Genentech, Inc.		756,132
	25,870	@,L	Medimmune, Inc.		837,412
					3,546,885
			Commercial Services: 2.8%
	7,440		Moody's Corp.		513,806
	23,180		Western Union Co.		519,696
					1,033,502
			Computers: 3.0%
	3,730	@	Cognizant Technology Solutions Corp.		287,807
	33,390	@,L	EMC Corp.		440,748
	3,120	@,@@,L	Research In Motion Ltd.		398,674
					1,127,229
			Distribution/Wholesale: 0.7%
	3,950		WW Grainger, Inc.		276,263
					276,263
			Diversified Financial Services: 12.6%
	10,060		American Express Co.		610,340
	29,010		Charles Schwab Corp.		561,053
	740		Chicago Mercantile Exchange Holdings, Inc.		377,215
	7,050		Fannie Mae		418,700
	26,440		Freddie Mac		1,795,276
	3,570	L	Legg Mason, Inc.		339,329
	3,160		Merrill Lynch & Co., Inc.		294,196
	3,540		Morgan Stanley		288,262
					4,684,371
			Electronics: 0.7%
	5,580	@	Thermo Electron Corp.		252,718
					252,718
			Healthcare-Products: 5.1%
	13,630		Medtronic, Inc.		729,341
	9,820	@	St. Jude Medical, Inc.		359,019
	7,140		Stryker Corp.		393,485
	5,470	@,L	Zimmer Holdings, Inc.		428,739
					1,910,584

Shares				Value
			Home Furnishings: 1.2%
	4,290		Harman International Industries, Inc.	$	428,614
					428,614
			Household Products/Wares: 2.0%
	8,830	L	Fortune Brands, Inc.		753,994
					753,994
			Housewares: 0.8%
	9,920		Newell Rubbermaid, Inc.		287,184
					287,184
			Internet: 6.6%
	4,320	@,L	Checkfree Corp.		173,491
	2,770	@	Google, Inc.		1,275,530
	39,540	@,L	Yahoo!, Inc.		1,009,849
					2,458,870
			Lodging: 0.8%
	3,520		Harrah's Entertainment, Inc.		291,174
					291,174
			Machinery - Diversified: 1.4%
	8,670		Rockwell Automation, Inc.		529,564
					529,564
			Media: 3.5%
	13,910		McGraw-Hill Cos., Inc.		946,158
	8,791	@	Viacom, Inc.		360,695
					1,306,853
			Oil & Gas: 7.4%
	14,510	@@	Canadian Natural Resources Ltd.		772,367
	22,410		Chesapeake Energy Corp.		651,011
	6,310	@,L	Quicksilver Resources, Inc.		230,883
	13,660	@@,L	Suncor Energy, Inc.		1,077,911
					2,732,172
			Oil & Gas Services: 6.5%
	13,210		Baker Hughes, Inc.		986,259
	4,530	@	Grant Prideco, Inc.		180,158
	14,340	L	Schlumberger Ltd.		905,714
	8,230	@	Weatherford International Ltd.		343,932
					2,416,063
			Pharmaceuticals: 0.9%
	6,340		Wyeth		322,833
					322,833
			Retail: 7.4%
	7,050	@,L	Chico's FAS, Inc.		145,865
	24,480		Lowe's Cos., Inc.		762,552
	14,760		Target Corp.		842,058
	17,680		Wal-Mart Stores, Inc.		816,462
	5,470	L	Williams-Sonoma, Inc.		171,977
					2,738,914
			Semiconductors: 2.5%
	11,080		Intel Corp.		224,370
	23,210	L	Linear Technology Corp.		703,727
					928,097

See Accompanying Notes to Financial Statements
207

ING GOLDMAN SACHS^® PORTFOLIO OF INVESTMENTS
CAPITAL GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Software: 7.9%
	13,330	@,L	Electronic Arts, Inc.	$	671,299
	23,070		First Data Corp.		588,746
	56,130		Microsoft Corp.		1,676,042
					2,936,087
			Telecommunications: 10.1%
	25,850	@,L	American Tower Corp.		963,688
	43,240	@	Cisco Systems, Inc.		1,181,749
	7,000	@,L	Crown Castle International Corp.		226,100
	7,180	@,L	NeuStar, Inc.		232,919
	20,140		Qualcomm, Inc.		761,091
	19,470		Sprint Nextel Corp.		367,788
					3,733,335
Total Common Stock (Cost $32,361,089)					37,022,897

Principal Amount			Value
SHORT-TERM INVESTMENTS: 27.9%
		U.S. Government Agency Obligations: 1.2%
$	423,000	Federal Home Loan Bank, 4.600%, due 01/02/07		422,892
Total U.S. Government Agency Obligations (Cost $422,892)				422,892
		Securities Lending Collateral^cc: 26.7%
	9,906,586	The Bank of New York Institutional Cash Reserves Fund		9,906,586
Total Securities Lending Collateral (Cost $9,906,586)				9,906,586
Total Short-Term Investments (Cost $10,329,478)				10,329,478

Total Investments in Securities (Cost $42,690,567)*	127.7	%	$	47,352,375
Other Assets and Liabilities - Net	(27.7	)		(10,269,232	)
Net Assets	100.0	%	$	37,083,143

@ 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 $43,457,929.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	4,634,107
Gross Unrealized Depreciation		(739,661	)
Net Unrealized Appreciation	$	3,894,446

See Accompanying Notes to Financial Statements
208

ING GOLDMAN SACHS^® PORTFOLIO OF INVESTMENTS
STRUCTURED EQUITY PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 99.8%
			Aerospace/Defense: 4.1%
	1,902		Boeing Co.	$	168,974
	7,200		Lockheed Martin Corp.		662,904
	13,800		Northrop Grumman Corp.		934,260
	8,800		Raytheon Co.		464,640
					2,230,778
			Agriculture: 4.2%
	6,500		Altria Group, Inc.		557,830
	17,699		Archer-Daniels-Midland Co.		565,660
	4,836	L	Reynolds American, Inc.		316,613
	14,687	L	UST, Inc.		854,783
					2,294,886
			Banks: 6.0%
	34,700	S	Bank of America Corp.		1,852,633
	3,100		Regions Financial Corp.		115,940
	37,600		Wells Fargo & Co.		1,337,056
					3,305,629
			Biotechnology: 3.0%
	16,600	@	Amgen, Inc.		1,133,946
	8,700	@,L	Celgene Corp.		500,511
					1,634,457
			Chemicals: 0.9%
	9,900		Monsanto Co.		520,047
					520,047
			Commercial Services: 1.7%
	11,100	@@	Accenture Ltd.		409,923
	3,000	L	Manpower, Inc.		224,790
	4,000		Moody's Corp.		276,240
					910,953
			Computers: 5.9%
	16,800	@	Computer Sciences Corp.		896,616
	33,300		Hewlett-Packard Co.		1,371,627
	1,300	@,L	Lexmark International, Inc.		95,160
	2,200	@, X	Seagate Technology, Inc.-Escrow		—
	32,692	@	Synopsys, Inc.		873,857
					3,237,260
			Cosmetics/Personal Care: 0.8%
	6,600		Colgate-Palmolive Co.		430,584
					430,584
			Diversified Financial Services: 7.0%
	1,500		American Express Co.		91,005
	12,400	@,L	AmeriCredit Corp.		312,108
	500		Blackrock, Inc.		75,950
	4,566		Citigroup, Inc.		254,326
	2,600	L	Countrywide Financial Corp.		110,370
	33,100	S	JPMorgan Chase & Co.		1,598,730
	13,600		Merrill Lynch & Co., Inc.		1,266,160
	2,100		Morgan Stanley		171,003
					3,879,652
			Electric: 3.2%
	19,051		PG&E Corp.		901,684
	15,513		TXU Corp.		840,960
					1,742,644

Shares				Value
			Electronics: 0.1%
	1,228	@	Waters Corp.	$	60,135
					60,135
			Food: 2.4%
	20,924	L	Kraft Foods, Inc.		746,987
	17,000		Safeway, Inc.		587,520
					1,334,507
			Healthcare-Products: 1.3%
	7,714		Johnson & Johnson		509,278
	4,000		Medtronic, Inc.		214,040
					723,318
			Healthcare-Services: 0.7%
	6,727	@	Humana, Inc.		372,070
					372,070
			Insurance: 5.5%
	25,709		Genworth Financial, Inc.		879,505
	23,100		Loews Corp.		957,957
	12,799		MBIA, Inc.		935,095
	1,100		Radian Group, Inc.		59,301
	6,275		WR Berkley Corp.		216,550
					3,048,408
			Internet: 0.2%
	10,200	@,L	Emdeon Corp.		126,378
					126,378
			Iron/Steel: 0.2%
	1,900		Nucor Corp.		103,854
					103,854
			Lodging: 0.2%
	2,700		Marriott International, Inc.		128,844
					128,844
			Media: 6.9%
	31,305	L	CBS Corp.-Class B		976,090
	10,800	@,L	Comcast Corp.		457,164
	5,461	@,L	DIRECTV Group, Inc.		136,197
	900		McGraw-Hill Cos., Inc.		61,218
	58,650	L	Time Warner, Inc.		1,277,398
	26,351		Walt Disney Co.		903,049
					3,811,116
			Mining: 0.7%
	1,200		Newmont Mining Corp.		54,180
	800		Phelps Dodge Corp.		95,776
	4,100	L	Southern Copper Corp.		220,949
					370,905
			Miscellaneous Manufacturing: 4.2%
	42,756		General Electric Co.		1,590,951
	7,800		SPX Corp.		477,048
	8,500	@@,L	Tyco International Ltd.		258,400
					2,326,399
			Oil & Gas: 9.0%
	14,200		Devon Energy Corp.		952,536
	36,972		ExxonMobil Corp.		2,833,164
	2,900	L	Holly Corp.		149,060
	9,000		Marathon Oil Corp.		832,500

See Accompanying Notes to Financial Statements
209

ING GOLDMAN SACHS^® PORTFOLIO OF INVESTMENTS
STRUCTURED EQUITY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Oil & Gas (continued)
	3,700		Valero Energy Corp.	$	189,292
					4,956,552
			Oil & Gas Services: 0.2%
	2,100	L	Schlumberger Ltd.		132,636
					132,636
			Pharmaceuticals: 7.8%
	19,458		AmerisourceBergen Corp.		874,832
	3,500	@	Forest Laboratories, Inc.		177,100
	29,117		Merck & Co., Inc.		1,269,501
	65,995		Pfizer, Inc.		1,709,271
	4,700		Wyeth		239,324
					4,270,028
			Real Estate Investment Trusts: 1.1%
	7,500		Equity Office Properties Trust		361,275
	3,148		Kimco Realty Corp.		141,503
	800		Public Storage, Inc.		78,000
					580,778
			Retail: 5.3%
	35,800	@,L	Autonation, Inc.		763,256
	31,437		Circuit City Stores, Inc.		596,674
	7,200		Dillard's, Inc.		251,784
	5,000	@	Kohl's Corp.		342,150
	7,723	@,L	Office Depot, Inc.		294,787
	4,900	@,L	Starbucks Corp.		173,558
	10,600	L	Wal-Mart Stores, Inc.		489,508
					2,911,717
			Savings & Loans: 0.1%
	4,824	L	Hudson City Bancorp., Inc.		66,957
					66,957
			Semiconductors: 3.4%
	58,000	@,L	Micron Technology, Inc.		809,680
	36,058		Texas Instruments, Inc.		1,038,470
					1,848,150
			Software: 4.3%
	5,583		First Data Corp.		142,478
	38,300		Microsoft Corp.		1,143,638
	41,200	@	Oracle Corp.		706,168
	6,600		SEI Investments Co.		393,096
					2,385,380
			Telecommunications: 5.8%
	7,900		BellSouth Corp.		372,169
	16,500		CenturyTel, Inc.		720,390
	58,500	@	Cisco Systems, Inc.		1,598,805
	13,100	L	Sprint Nextel Corp.		247,459
	2,100		Telephone & Data Systems, Inc. - Special Shares		104,160
	3,197		Telephone & Data Systems, Inc.		173,693
					3,216,676
			Transportation: 3.6%
	25,100		CSX Corp.		864,193
	14,100		Norfolk Southern Corp.		709,089
	5,800	L	Overseas Shipholding Group		326,540
	600		Union Pacific Corp.		55,212
					1,955,034
Total Common Stock (Cost $48,449,961)					54,916,732

Principal Amount			Value
SHORT-TERM INVESTMENTS: 17.4%
		Securities Lending Collateral^cc: 17.4%
$	9,556,070	The Bank of New York Institutional Cash Reserves Fund	$	9,556,070
Total Short-Term Investments (Cost $9,556,070)				9,556,070

Total Investments in Securities (Cost $58,006,031)*	117.2	%	$	64,472,802
Other Assets and Liabilities - Net	(17.2	)		(9,467,608	)
Net Assets	100.0	%	$	55,005,194

@ Non-income producing security

@@ Foreign Issuer

cc Securities purchased with cash collateral for securities loaned.

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

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

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

* Cost for federal income tax purposes is $58,452,671.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	6,871,320
Gross Unrealized Depreciation		(851,189	)
Net Unrealized Appreciation	$	6,020,131

Information concerning open futures contracts at December 31, 2006 is shown below:

Long Contracts	No. of Contracts		Notional Market Value		Expiration Date		Unrealized Gain (Loss)
S&P 500 E-Mini		3	$	214,260		03/16/2007	$	(703	)
			$	214,260			$	(703	)

See Accompanying Notes to Financial Statements
210

ING JPMORGAN PORTFOLIO OF INVESTMENTS
INTERNATIONAL PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 96.9%
			Australia: 1.4%
	622,689		BHP Billiton Ltd.	$	12,384,727
	192,900		Zinifex Ltd.		2,843,197
					15,227,924
			Belgium: 1.7%
	334,800		Dexia		9,149,160
	221,015		Fortis		9,405,795
					18,554,955
			Brazil: 2.1%
	428,782	L	Cia Vale do Rio Doce		12,751,977
	101,686		Petroleo Brasileiro SA		10,472,641
					23,224,618
			Finland: 1.3%
	723,612		Nokia OYJ		14,694,403
					14,694,403
			France: 13.7%
	126,600	L	Accor SA		9,789,428
	547,328		AXA SA		22,063,545
	172,906		BNP Paribas		18,810,143
	199,399		Cie de Saint-Gobain		16,707,919
	93,548		Imerys SA		8,312,748
	116,953	L	Lafarge SA		17,384,498
	172,500		Sanofi-Aventis		15,904,616
	586,996		Total SA		42,238,708
					151,211,605
			Germany: 4.4%
	78,706		BASF AG		7,675,571
	132,270		Bayerische Motoren Werke AG		7,597,108
	379,790		Deutsche Post AG		11,462,764
	3,887		Linde AG		401,844
	164,616		SAP AG		8,747,329
	136,393		Siemens AG		13,467,557
					49,352,173
			Hong Kong: 1.3%
	1,252,500		Esprit Holdings Ltd.		13,950,926
					13,950,926
			Ireland: 0.9%
	414,391		Bank of Ireland		9,541,590
					9,541,590
			Italy: 6.0%
	1,324,000		Banca Intesa S.p.A.		10,196,600
	1,021,961		ENI S.p.A.		34,373,798
	629,256		Mediaset S.p.A.		7,452,105
	1,695,400		UniCredito Italiano S.p.A.		14,820,717
					66,843,220
			Japan: 21.0%
	257,200		Astellas Pharma, Inc.		11,658,886
	1,066,000		Bank of Yokohama Ltd.		8,325,461
	243,000		Canon, Inc.		13,680,938
	177,400		Credit Saison Co., Ltd.		6,093,889
	232,800		Daikin Industries Ltd.		8,084,948
	46,200	@	Hirose Electric Co., Ltd.		5,239,170
	437,800	@,L	Honda Motor Co., Ltd.		17,279,606
	327,800	@	Hoya Corp.		12,776,611
	500,900		Mitsubishi Corp.		9,411,289

Shares				Value
	1,654		Mitsubishi UFJ Financial Group, Inc.	$	20,519,190
	486,000		Mitsui Fudosan Co., Ltd.		11,841,005
	1,726		Mizuho Financial Group, Inc.		12,311,501
	110,700		Nidec Corp.		8,567,566
	535,500	L	Nikko Cordial Corp.		6,141,157
	168,400		Nitto Denko Corp.		8,412,260
	305,200		Nomura Holdings, Inc.		5,757,523
	297,200		Seven & I Holdings Co., Ltd.		9,241,437
	148,400		Shin-Etsu Chemical Co., Ltd.		9,905,899
	63,100		SMC Corp.		8,930,182
	222,600		Sony Corp.		9,532,898
	944,000		Sumitomo Corp.		14,131,428
	1,444		Sumitomo Mitsui Financial Group, Inc.		14,784,437
					232,627,281
			Mexico: 0.6%
	55,400		Fomento Economico Mexicano SA de CV ADR		6,413,104
					6,413,104
			Netherlands: 2.9%
	257,395		Koninklijke Philips Electronics NV		9,678,853
	636,965		Reed Elsevier NV		10,845,485
	400,469		Wolters Kluwer NV		11,488,583
					32,012,921
			South Korea: 0.7%
	23,163	#,L	Samsung Electronics Co., Ltd. GDR		7,633,828
					7,633,828
			Spain: 1.4%
	657,700	L	Banco Bilbao Vizcaya Argentaria SA		15,801,581
					15,801,581
			Sweden: 1.7%
	4,587,700		Telefonaktiebolaget LM Ericsson		18,447,884
					18,447,884
			Switzerland: 11.5%
	144,129		Adecco SA		9,823,324
	145,699		Holcim Ltd.		13,324,570
	53,879		Nestle SA		19,111,267
	343,096		Novartis AG		19,709,580
	115,710		Roche Holding AG		20,702,090
	424,222		UBS AG		25,672,945
	71,271		Zurich Financial Services AG		19,121,084
					127,464,860
			United Kingdom: 24.3%
	1,453,444		Barclays PLC		20,752,239
	912,479		BG Group PLC		12,407,756
	227,500		BHP Billiton PLC		4,166,197
	461,171		British Land Co. PLC		15,428,474
	187,287		Burberry Group PLC		2,359,027
	1,464,092		Centrica PLC		10,131,598
	826,487		GlaxoSmithKline PLC		21,753,805
	1,810,800		HSBC Holdings PLC		33,141,621
	1,970,485		Kingfisher PLC		9,187,669
	449,677		Royal Bank of Scotland Group PLC		17,500,613

See Accompanying Notes to Financial Statements
211

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

Shares			Value
		United Kingdom (continued)
	282,130	Schroders PLC	$	5,760,265
	1,007,892	Smith & Nephew PLC		10,513,760
	479,200	Standard Chartered PLC		13,959,721
	3,175,260	Tesco PLC		25,092,226
	8,495,380	Vodafone Group PLC		23,461,423
	2,679,670	WM Morrison Supermarkets PLC		13,337,131
	731,527	Wolseley PLC		17,642,415
	955,177	WPP Group PLC		12,890,354
				269,486,294
Total Common Stock (Cost $752,770,073)				1,072,489,167

Principal Amount			Value
SHORT-TERM INVESTMENTS: 7.5%
		U.S. Government Agency Obligations: 2.6%
$	29,049,000	Federal Home Loan Bank, 4.600%, due 01/02/07		29,041,576
Total U.S. Government Agency Obligations (Cost $29,041,576)				29,041,576
		Securities Lending Collateral^cc: 4.9%
	53,604,926	The Bank of New York Institutional Cash Reserves Fund		53,604,926
Total Securities Lending Collateral (Cost $53,604,926)				53,604,926
Total Short-Term Investments (Cost $82,646,502)				82,646,502

Total Investments in Securities (Cost $835,416,575)*	104.4	%	$	1,155,135,669
Other Assets and Liabilities - Net	(4.4	)		(48,695,704	)
Net Assets	100.0	%	$	1,106,439,965

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

# 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.

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 $840,157,045.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	322,984,686
Gross Unrealized Depreciation		(8,006,062	)
Net Unrealized Appreciation	$	314,978,624

Industry	Percentage of Net Assets
Advertising		1.2	%
Apparel		0.2
Auto Manufacturers		2.2
Banks		20.7
Beverages		0.6
Building Materials		5.8
Chemicals		2.3
Commercial Services		0.9
Distribution/Wholesale		5.0
Diversified Financial Services		4.5
Electronics		2.5
Engineering & Construction		0.0
Food		5.2
Gas		0.9
Hand/Machine Tools		1.6
Healthcare - Products		0.9
Home Furnishings		0.9
Insurance		3.7
Lodging		0.9
Media		2.7
Mining		2.9
Miscellaneous Manufacturing		1.2
Office/Business Equipment		1.2
Oil & Gas		9.0
Pharmaceuticals		8.1
Real Estate		2.5
Retail		1.7
Semiconductors		0.7
Software		0.8
Telecommunications		5.1
Transportation		1.0
Short-Term Investments		7.5
Other Assets and Liabilities-Net		(4.4	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
212

ING JPMORGAN PORTFOLIO OF INVESTMENTS
MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 95.5%
			Advertising: 0.5%
	44,500	@,L	Clear Channel Outdoor Holdings, Inc.	$	1,241,995
					1,241,995
			Apparel: 3.2%
	36,800	L	Columbia Sportswear Co.		2,049,760
	68,400		VF Corp.		5,614,272
					7,664,032
			Banks: 8.1%
	41,700		Cullen/Frost Bankers, Inc.		2,327,694
	31,600	L	M&T Bank Corp.		3,860,256
	34,300		Northern Trust Corp.		2,081,667
	108,200		Synovus Financial Corp.		3,335,806
	63,000	L	TCF Financial Corp.		1,727,460
	25,900		Webster Financial Corp.		1,261,848
	52,400		Wilmington Trust Corp.		2,209,708
	30,600		Zions Bancorp.		2,522,664
					19,327,103
			Beverages: 2.2%
	34,800		Brown-Forman Corp.		2,305,152
	106,000	@,L	Constellation Brands, Inc.		3,076,120
					5,381,272
			Building Materials: 0.9%
	47,000		American Standard Cos., Inc.		2,154,950
					2,154,950
			Chemicals: 3.4%
	39,854		Albemarle Corp.		2,861,517
	39,200		PPG Industries, Inc.		2,517,032
	36,700	L	Sigma-Aldrich Corp.		2,852,324
					8,230,873
			Commercial Services: 0.4%
	41,600	@	Interactive Data Corp.		1,000,064
					1,000,064
			Computers: 1.6%
	29,700	@,L	Affiliated Computer Services, Inc.		1,450,548
	58,100	@	NCR Corp.		2,484,356
					3,934,904
			Cosmetics/ Personal Care: 0.6%
	36,700	L	Estee Lauder Cos., Inc.		1,498,094
					1,498,094
			Distribution/Wholesale: 1.7%
	83,900		Genuine Parts Co.		3,979,377
					3,979,377
			Diversified Financial Services: 1.2%
	77,700	@,L	E*Trade Financial Corp.		1,742,034
	27,300		T. Rowe Price Group, Inc.		1,194,921
					2,936,955

Shares				Value
			Electric: 6.2%
	67,400	L	American Electric Power Co., Inc.	$	2,869,892
	65,800		Energy East Corp.		1,631,840
	31,800		FirstEnergy Corp.		1,917,540
	45,400		PG&E Corp.		2,148,782
	53,800		PPL Corp.		1,928,192
	53,100	W	SCANA Corp.		2,156,922
	82,300	L	Westar Energy, Inc.		2,136,508
					14,789,676
			Electrical Components & Equipment: 1.0%
	76,400		Ametek, Inc.		2,432,576
					2,432,576
			Electronics: 2.4%
	29,200		Amphenol Corp.		1,812,736
	65,600	@	Arrow Electronics, Inc.		2,069,680
	75,300		Jabil Circuit, Inc.		1,848,615
					5,731,031
			Environmental Control: 0.9%
	50,900		Republic Services, Inc.		2,070,103
					2,070,103
			Food: 2.7%
	54,350	@	Dean Foods Co.		2,297,918
	143,100		Del Monte Foods Co.		1,578,393
	73,000	L	Supervalu, Inc.		2,609,750
					6,486,061
			Forest Products & Paper: 0.3%
	18,900	L	Plum Creek Timber Co., Inc.		753,165
					753,165
			Gas: 1.9%
	55,900		Energen Corp.		2,623,946
	66,300		UGI Corp.		1,808,664
					4,432,610
			Healthcare-Products: 0.3%
	14,878	@	Henry Schein, Inc.		728,724
					728,724
			Healthcare-Services: 3.9%
	67,600	@,L	Community Health Systems, Inc.		2,468,752
	103,200	@	Coventry Health Care, Inc.		5,165,160
	34,100		Quest Diagnostics		1,807,300
					9,441,212
			Holding Companies- Diversified: 0.6%
	57,800	L	Walter Industries, Inc.		1,563,490
					1,563,490
			Household Products/ Wares: 3.5%
	46,300		Clorox Co.		2,970,145
	47,900		Fortune Brands, Inc.		4,090,181
	34,600	@	Jarden Corp.		1,203,734
					8,264,060

See Accompanying Notes to Financial Statements
213

ING JPMORGAN PORTFOLIO OF INVESTMENTS
MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Insurance: 9.7%
	103,800	L	Assurant, Inc.	$	5,734,950
	60,961		Cincinnati Financial Corp.		2,762,143
	18,700	@@	Everest Re Group Ltd.		1,834,657
	32,500	@@,L	IPC Holdings Ltd.		1,022,125
	27,200	L	MGIC Investment Corp.		1,701,088
	167,550		Old Republic International Corp.		3,900,564
	30,300	@,L	Onebeacon Insurance Group, Ltd.		848,400
	38,400		Principal Financial Group		2,254,080
	18,500		Safeco Corp.		1,157,175
	58,700		WR Berkley Corp.		2,025,737
					23,240,919
			Lodging: 1.2%
	82,200	L	Hilton Hotels Corp.		2,868,780
					2,868,780
			Media: 3.8%
	70,400	@,L	Cablevision Systems Corp.		2,004,992
	79,000		Clear Channel Communications, Inc.		2,807,660
	45,200	L	McClatchy Co.		1,957,160
	3,180	L	Washington Post		2,371,008
					9,140,820
			Metal Fabricate/ Hardware: 0.5%
	76,811	@	Mueller Water Products, Inc.-Class B		1,144,484
					1,144,484
			Mining: 1.6%
	43,200	L	Vulcan Materials Co.		3,882,384
					3,882,384
			Miscellaneous Manufacturing: 3.4%
	31,700		Carlisle Cos., Inc.		2,488,450
	53,300	L	Crane Co.		1,952,912
	53,800		Dover Corp.		2,637,276
	14,700		Harsco Corp.		1,118,670
					8,197,308
			Oil & Gas: 1.4%
	48,400		Devon Energy Corp.		3,246,672
					3,246,672
			Oil & Gas Services: 0.7%
	51,800	@,L	Helix Energy Solutions Group, Inc.		1,624,966
					1,624,966
			Packaging & Containers: 1.4%
	74,600	L	Ball Corp.		3,252,560
					3,252,560
			Pharmaceuticals: 1.4%
	47,800	L	Omnicare, Inc.		1,846,514
	108,500	@,@@,L	Warner Chilcott Ltd.		1,499,470
					3,345,984
			Pipelines: 4.0%
	36,100		Kinder Morgan, Inc.		3,817,575
	34,700		Questar Corp.		2,881,835
	106,500		Williams Cos., Inc.		2,781,780
					9,481,190

Shares				Value
			Real Estate: 2.3%
	81,800	L	Brookfield Properties Co.	$	3,217,194
	38,500		Forest City Enterprises, Inc.		2,248,400
					5,465,594
			Real Estate Investment Trusts: 3.4%
	65,200	L	iStar Financial, Inc.		3,117,864
	55,106		Rayonier, Inc.		2,262,101
	22,600	L	Vornado Realty Trust		2,745,900
					8,125,865
			Retail: 8.3%
	105,300		Applebees International, Inc.		2,597,751
	110,423	@,L	Autonation, Inc.		2,354,218
	35,100	@	Autozone, Inc.		4,056,156
	19,652		Federated Department Stores, Inc.		749,331
	84,600		Limited Brands, Inc.		2,448,324
	48,000		OSI Restaurant Partners, Inc.		1,881,600
	81,000		Tiffany & Co.		3,178,440
	86,500		TJX Cos., Inc.		2,466,980
					19,732,800
			Telecommunications: 3.9%
	83,000	L	CenturyTel, Inc.		3,623,780
	50,400		Telephone & Data Systems, Inc.		2,499,840
	222,521		Windstream Corp.		3,164,249
					9,287,869
			Transportation: 1.0%
	46,000		Norfolk Southern Corp.	$	2,313,340
					2,313,340
Total Common Stock (Cost $199,198,080)					228,393,862

Principal Amount			Value
SHORT-TERM INVESTMENTS: 25.1%
		U.S. Government Agency Obligations: 4.5%
$	10,609,000	Federal Home Loan Bank, 4.600%, due 01/02/07		10,606,289
Total U.S. Government Agency Obligations (Cost $10,606,289)				10,606,289
		Securities Lending Collateral^cc: 20.6%
	49,306,597	The Bank of New York Institutional Cash Reserves Fund		49,306,597
Total Securities Lending Collateral (Cost $49,306,597)				49,306,597
Total Short-Term Investments (Cost $59,912,886)				59,912,886

Total Investments in Securities (Cost $259,110,966)*	120.6	%	$	288,306,748
Other Assets and Liabilities - Net	(20.6	)		(49,244,172	)
Net Assets	100.0	%	$	239,062,576

@ Non-income producing security

@@ Foreign Issuer

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

See Accompanying Notes to Financial Statements
214

ING JPMORGAN PORTFOLIO OF INVESTMENTS
MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

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

* Cost for federal income tax purposes is $259,341,584.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	30,750,499
Gross Unrealized Depreciation		(1,785,335	)
Net Unrealized Appreciation	$	28,965,164

See Accompanying Notes to Financial Statements
215

ING LEGG MASON PARTNERS AGGRESSIVE PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 92.0%
			Aerospace/Defense: 3.3%
	550,500		L-3 Communications Holdings, Inc.	$	45,019,890
					45,019,890
			Biotechnology: 14.2%
	859,190	@,L	Amgen, Inc.		58,691,269
	1,129,200	@,L	Biogen Idec, Inc.		55,545,348
	98,300	@,L	BioMimetic Therapeutics, Inc.		1,296,577
	31,700	@,L	Genentech, Inc.		2,571,821
	936,070	@,L	Genzyme Corp.		57,643,191
	34,300	@,L	Micromet, Inc.		102,900
	713,700	@,L	Millennium Pharmaceuticals, Inc.		7,779,330
	198,300	@,L	Vertex Pharmaceuticals, Inc.		7,420,386
					191,050,822
			Computers: 2.4%
	31,500	@,L	LaserCard Corp.		337,365
	534,600	@	Quantum Corp.		1,240,272
	505,800	@,L	Sandisk Corp.		21,764,574
	330,766	@@,L	Seagate Technology, Inc.		8,765,299
	83,100	@,X	Seagate Technology, Inc.-Escrow		1
					32,107,511
			Diversified Financial Services: 11.5%
	76,800		CIT Group, Inc.		4,283,136
	125,200		Cohen & Steers, Inc.		5,029,284
	2,696		Goldman Sachs Group, Inc.		537,448
	933,208		Lehman Brothers Holdings, Inc.		72,902,209
	782,160		Merrill Lynch & Co., Inc.		72,819,096
					155,571,173
			Healthcare-Products: 1.4%
	79,800	@,L	Biosite, Inc.		3,898,230
	20,900	@,L	BioVeris Corp.		286,748
	230,100		Johnson & Johnson		15,191,202
					19,376,180
			Healthcare-Services: 5.2%
	1,314,500		UnitedHealth Group, Inc.		70,628,085
					70,628,085
			Internet: 1.2%
	769,275	@	Liberty Media Holding Corp.-Interactive		16,593,262
					16,593,262
			Media: 18.7%
	1,205,700	@,L	Cablevision Systems Corp.		34,338,336
	181,805	L	CBS Corp.-Class B		5,668,680
	112,300	@,L	Comcast Corp.-Class A		4,753,659
	1,768,190	@,L	Comcast Corp.-Special Class A		74,051,797
	193,210	@,L	Discovery Holding Co.		3,108,749
	62,213	@,L	Liberty Global, Inc.-Series C		1,741,964
	61,346	@	Liberty Global, Inc.-A		1,788,236
	158,855	@	Liberty Media Holding Corp.		15,564,613
	2,534,720	@,L	Sirius Satellite Radio, Inc.		8,972,909

Shares				Value
	2,892,530	L	Time Warner, Inc.	$	62,999,302
	181,805	@,L	Viacom, Inc.		7,459,459
	884,500		Walt Disney Co.		30,311,815
	93,300	L	World Wrestling Entertainment, Inc.		1,520,790
					252,280,309
			Miscellaneous Manufacturing: 5.6%
	408,300		Pall Corp.		14,106,765
	2,016,395	@@,L	Tyco International Ltd.		61,298,408
					75,405,173
			Oil & Gas: 4.2%
	1,299,000	L	Anadarko Petroleum Corp.		56,532,480
	5,645	@,L	Bill Barrett Corp.		153,600
					56,686,080
			Oil & Gas Services: 5.5%
	540,700	@	Grant Prideco, Inc.		21,503,639
	1,277,800	@,L	Weatherford International Ltd.		53,399,262
					74,902,901
			Pharmaceuticals: 8.0%
	136,500	@,L	Alkermes, Inc.		1,825,005
	1,457,044	@,L	Forest Laboratories, Inc.		73,726,426
	550,000	@,L	ImClone Systems, Inc.		14,718,000
	94,400	@,L	Isis Pharmaceuticals, Inc.		1,049,728
	326,700	@,L	King Pharmaceuticals, Inc.		5,201,064
	74,600	@	Nabi Biopharmaceuticals		505,788
	80,050		Pfizer, Inc.		2,073,295
	67,832	@@	Teva Pharmaceutical Industries Ltd. ADR		2,108,219
	371,600	L	Valeant Pharmaceuticals International		6,406,384
	27,445	@	ViaCell, Inc.		129,540
					107,743,449
			Retail: 0.2%
	193,300	@,L	Charming Shoppes, Inc.		2,615,349
	13,000	@,L	J Crew Group, Inc.		501,150
					3,116,499
			Semiconductors: 6.1%
	616,800	@,L	Broadcom Corp.		19,928,808
	90,400	@,L	Cabot Microelectronics Corp.		3,068,176
	328,000	@	Cirrus Logic, Inc.		2,256,640
	117,000	@,L	Cree, Inc.		2,026,440
	86,600	@	DSP Group, Inc.		1,879,220
	683,100		Intel Corp.		13,832,775
	5,800	@,L	IPG Photonics Corp.		139,200
	2,454,000	@,L	Micron Technology, Inc.		34,257,840
	296,100	@,L	Teradyne, Inc.		4,429,656
					81,818,755
			Software: 1.4%
	97,800	@	Advent Software, Inc.		3,451,362
	239,400	@	Autodesk, Inc.		9,686,124
	176,900		Microsoft Corp.		5,282,234
					18,419,720

See Accompanying Notes to Financial Statements
216

ING LEGG MASON PARTNERS AGGRESSIVE PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Telecommunications: 3.1%
	254,100	@,L	C-COR, Inc.	$	2,830,674
	1,410,200		Motorola, Inc.		28,993,712
	302,900	@@	Nokia OYJ ADR		6,154,928
	475,100	@,L	RF Micro Devices, Inc.		3,225,929
					41,205,243
Total Common Stock (Cost $880,802,515)					1,241,925,052

Principal Amount			Value
SHORT-TERM INVESTMENTS: 25.9%
U.S. Government Agency Obligations: 7.5%
$	100,517,000	Federal Home Loan Bank, 4.600%, due 01/02/07		100,491,313
Total U.S. Government Agency Obligations (Cost $100,491,313)				100,491,313
		Securities Lending Collateral^cc: 18.4%
	248,826,363	The Bank of New York Institutional Cash Reserves Fund		248,826,363
Total Securities Lending Collateral (Cost $248,826,363)				248,826,363
Total Short-Term Investments (Cost $349,317,676)				349,317,676

Total Investments in Securities (Cost $1,230,120,191)*	117.9	%	$	1,591,242,728
Other Assets and Liabilities - Net	(17.9	)		(241,176,946	)
Net Assets	100.0	%	$	1,350,065,782

@ 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.

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

* Cost for federal income tax purposes is $1,231,463,906.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	370,246,928
Gross Unrealized Depreciation		(10,468,106	)
Net Unrealized Appreciation	$	359,778,822

See Accompanying Notes to Financial Statements
217

ING LEGG MASON PARTNERS LARGE CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 99.2%
			Beverages: 5.2%
	24,600		Coca-Cola Co.	$	1,186,950
	17,400		PepsiCo, Inc.		1,088,370
					2,275,320
			Biotechnology: 13.4%
	32,800	@	Amgen, Inc.		2,240,568
	25,400	@	Biogen Idec, Inc.		1,249,426
	29,800	@	Genentech, Inc.		2,417,674
					5,907,668
			Cosmetics/Personal Care: 3.7%
	25,303		Procter & Gamble Co.		1,626,224
					1,626,224
			Diversified Financial Services: 8.2%
	22,400		Merrill Lynch & Co., Inc.		2,085,440
	15,500		Morgan Stanley		1,262,165
	7,700	@	Nasdaq Stock Market, Inc.		237,083
					3,584,688
			Food: 2.7%
	23,275		WM Wrigley Jr. Co.		1,203,783
					1,203,783
			Healthcare-Products: 4.7%
	16,500		Johnson & Johnson		1,089,330
	18,600		Medtronic, Inc.		995,286
					2,084,616
			Insurance: 6.5%
	17,100		American International Group, Inc.		1,225,386
	15	@	Berkshire Hathaway, Inc.		1,649,850
					2,875,236
			Internet: 18.1%
	32,000	@	Akamai Technologies, Inc.		1,699,840
	63,300	@	Amazon.com, Inc.		2,497,818
	41,800	@	eBay, Inc.		1,256,926
	37,100	@	InterActiveCorp		1,378,636
	44,700	@	Yahoo!, Inc.		1,141,638
					7,974,858
			Media: 6.2%
	67,026		Time Warner, Inc.		1,459,826
	37,300		Walt Disney Co.		1,278,271
					2,738,097
			Pharmaceuticals: 2.6%
	44,618		Pfizer, Inc.		1,155,606
					1,155,606
			Retail: 2.7%
	30,000		Home Depot, Inc.		1,204,800
					1,204,800
			Semiconductors: 6.2%
	59,500		Intel Corp.		1,204,875
	52,100		Texas Instruments, Inc.		1,500,480
					2,705,355
			Software: 8.5%
	26,100	@	Electronic Arts, Inc.		1,314,396
	42,400		Microsoft Corp.		1,266,064
	49,900	@	Red Hat, Inc.		1,147,700
					3,728,160

Shares				Value
			Telecommunications: 10.5%
	50,400	@	Cisco Systems, Inc.	$	1,377,432
	40,900	@	Juniper Networks, Inc.		774,646
	70,100		Motorola, Inc.		1,441,256
	27,600		Qualcomm, Inc.		1,043,004
					4,636,338
Total Common Stock (Cost $37,586,557)					43,700,749

Principal Amount			Value
SHORT-TERM INVESTMENTS: 0.3%
		U.S. Government Agency Obligations: 0.3%
$	108,000	Federal Home Loan Bank, 4.600%, due 01/02/07		107,973
Total Short-Term Investments (Cost $107,973)				107,973

Total Investments in Securities (Cost $37,694,530)*	99.5	%	$	43,808,722
Other Assets and Liabilities - Net	0.5			237,083
Net Assets	100.0	%	$	44,045,805

@ Non-income producing security

* Cost for federal income tax purposes is $38,238,383.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	6,818,083
Gross Unrealized Depreciation		(1,247,744	)
Net Unrealized Appreciation	$	5,570,339

See Accompanying Notes to Financial Statements
218

ING LORD ABBETT PORTFOLIO OF INVESTMENTS
U.S. GOVERNMENT SECURITIES AS OF DECEMBER 31, 2006

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 90.7%
			Federal Home Loan Bank: 9.7%
$	4,740,000		5.125%, due 08/14/13	$	4,785,765
					4,785,765
			Federal Home Loan Mortgage Corporation: 20.6%
	347,886		4.197%, due 01/01/34		342,020
	304,143		4.683%, due 03/01/35		300,717
	1,701,306	S	5.000%, due 04/01/20		1,672,099
	1,294,022		5.000%, due 10/01/20		1,271,806
	555,563		5.000%, due 12/01/20		546,025
	1,059,561		5.000%, due 04/01/21		1,041,195
	268,318		5.000%, due 08/01/21		263,667
	3,470,000	W	5.500%, due 01/15/19		3,467,831
	135,804		5.500%, due 01/01/21		135,736
	835,933		5.500%, due 03/01/21		835,549
	57,081	C	6.500%, due 06/15/08		56,966
	225,161		7.000%, due 04/01/32		231,545
					10,165,156
			Federal National Mortgage Association: 49.6%
	224,334		3.499%, due 08/01/33		221,309
	900,000		4.625%, due 10/15/13		882,996
	250,820		5.000%, due 01/01/19		247,053
	155,191		5.000%, due 05/01/20		152,527
	116,069		5.000%, due 12/01/20		114,076
	405,848		5.020%, due 04/01/35		406,704
	659,154		5.263%, due 10/01/35		674,930
	456,756		5.394%, due 04/01/36		468,160
	687,993		5.417%, due 09/01/36		688,045
	1,501,088		5.500%, due 02/01/35		1,485,464
	11,223,168		5.500%, due 02/01/36		11,094,569
	2,086,537		5.500%, due 03/01/36		2,062,629
	579,134		5.500%, due 04/01/36		583,071
	2,510,000	W	5.500%, due 01/01/37		2,481,240
	410,607		5.517%, due 04/01/36		414,113
	365,271		5.775%, due 10/01/36		367,502
	2,031,000	S	6.000%, due 05/15/11		2,116,769
					24,461,157
			Government National Mortgage Association: 10.8%
	4,274,218		5.500%, due 02/15/36		4,255,008
	1,037,020		5.500%, due 04/15/36		1,032,359
					5,287,367
Total U.S. Government Agency Obligations (Cost $44,280,732)					44,699,445
U.S. TREASURY OBLIGATIONS: 13.7%
			U.S. Treasury Bonds: 10.5%
	1,133,000		4.250%, due 11/15/13		1,103,437
	2,160,000	S	4.500%, due 02/15/36		2,054,702
	1,718,000	S	6.125%, due 08/15/29		2,008,450
					5,166,589

Principal
Amount

Value

U.S. Treasury Notes: 3.2%

1,575,000

5.125%, due 06/30/11

1,602,071

1,602,071

Total U.S. Treasury Obligations
(Cost $6,825,886)

6,768,660

Total Investments in Securities (Cost $51,106,618)*	104.4	%	$	51,468,105
Other Assets and Liabilities - Net	(4.4	)		(2,161,781	)
Net Assets	100.0	%	$	49,306,324

C Bond may be called prior to maturity date.

W When-issued or delayed delivery security

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

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

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	491,649
Gross Unrealized Depreciation		(130,162	)
Net Unrealized Appreciation	$	361,487

The following sale commitments were held by the ING Lord Abbett U.S. Government Securities Portfolio at December 31, 2006:

Principal Amount				Market Descriptions	Value
$	(2,030,000	)	W	Federal National Mortgage Association, 5.500%, due 01/12/36	$	(2,006,529	)
Total Sale Commitments (Proceeds $2,018,443)					$	(2,006,529	)

See Accompanying Notes to Financial Statements
219

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN PARTNERS PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 96.0%
			Aerospace/Defense: 1.3%
	68,200		L-3 Communications Holdings, Inc.	$	5,577,396
					5,577,396
			Building Materials: 2.5%
	208,172	@,@@	Cemex SA de CV ADR		7,052,867
	108,000	@	Owens Corning, Inc.		3,229,200
					10,282,067
			Coal: 3.1%
	218,900		Arch Coal, Inc.		6,573,567
	150,500		Peabody Energy Corp.		6,081,705
					12,655,272
			Computers: 1.2%
	67,400	@	Lexmark International, Inc.		4,933,680
					4,933,680
			Diversified Financial Services: 5.8%
	193,700		Countrywide Financial Corp.		8,222,565
	44,950		Goldman Sachs Group, Inc.		8,960,783
	75,100		Merrill Lynch & Co., Inc.		6,991,810
					24,175,158
			Electric: 4.5%
	129,800	@	Mirant Corp.		4,097,786
	109,000	@	NRG Energy, Inc.		6,105,090
	152,000		TXU Corp.		8,239,920
					18,442,796
			Engineering & Construction: 1.6%
	237,100	@@	Chicago Bridge & Iron Co. NV		6,482,314
					6,482,314
			Healthcare-Products: 4.0%
	255,100	@	Boston Scientific Corp.		4,382,618
	114,600		Medtronic, Inc.		6,132,246
	79,140	@	Zimmer Holdings, Inc.		6,202,993
					16,717,857
			Healthcare-Services: 5.6%
	187,600		Aetna, Inc.		8,100,568
	154,600		UnitedHealth Group, Inc.		8,306,658
	83,600	@	WellPoint, Inc.		6,578,484
					22,985,710
			Home Builders: 12.3%
	149,700		Centex Corp.		8,423,619
	345,100		D.R. Horton, Inc.		9,141,700
	200,700	@	Hovnanian Enterprises, Inc.		6,803,730
	179,400		KB Home		9,199,632
	157,800		Lennar Corp.		8,278,188
	14,300	@	NVR, Inc.		9,223,500
					51,070,369
			Home Furnishings: 0.3%
	17,400		Whirlpool Corp.		1,444,548
					1,444,548

Shares				Value
			Insurance: 5.5%
	126,820		American International Group, Inc.	$	9,087,921
	2,600	@	Berkshire Hathaway, Inc.		9,531,600
	42,200		Hartford Financial Services Group, Inc.		3,937,682
					22,557,203
			Internet: 2.8%
	224,800	@,@@	Check Point Software Technologies		4,927,616
	322,500	@	Symantec Corp.		6,724,125
					11,651,741
			Iron/Steel: 1.3%
	74,700		United States Steel Corp.		5,463,558
					5,463,558
			Leisure Time: 1.5%
	87,700		Harley-Davidson, Inc.		6,180,219
					6,180,219
			Machinery-Construction & Mining: 5.4%
	110,900		Caterpillar, Inc.		6,801,497
	169,900		Joy Global, Inc.		8,212,966
	111,100	@	Terex Corp.		7,174,838
					22,189,301
			Mining: 2.4%
	37,500		Phelps Dodge Corp.		4,489,500
	107,500	@@	Xstrata PLC		5,349,152
					9,838,652
			Miscellaneous Manufacturing: 1.5%
	171,200		General Electric Co.		6,370,352
					6,370,352
			Oil & Gas: 13.8%
	97,200		Anadarko Petroleum Corp.		4,230,144
	142,400	@@	Canadian Natural Resources Ltd.		7,579,952
	79,100	@	Denbury Resources, Inc.		2,198,189
	57,900		EOG Resources, Inc.		3,615,855
	64,500		ExxonMobil Corp.		4,942,635
	76,100		Noble Corp.		5,795,015
	54,300	@@	Petroleo Brasileiro SA		5,592,357
	123,700	@	Quicksilver Resources, Inc.		4,526,183
	135,400	@	Southwestern Energy Co.		4,745,770
	247,980	@@	Talisman Energy, Inc.		4,213,180
	103,600		Valero Energy Corp.		5,300,176
	87,800		XTO Energy, Inc.		4,130,990
					56,870,446
			Oil & Gas Services: 2.6%
	175,800		Halliburton Co.		5,458,590
	86,200	@	National Oilwell Varco, Inc.		5,273,716
					10,732,306
			Pharmaceuticals: 4.2%
	127,800		Caremark Rx, Inc.		7,298,658
	67,900	@	NBTY, Inc.		2,822,603
	116,400	@@	Shire PLC		7,188,864
					17,310,125

See Accompanying Notes to Financial Statements
220

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN PARTNERS PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Retail: 5.1%
	104,300		Best Buy Co., Inc.	$	5,130,517
	140,200		Federated Department Stores, Inc.		5,345,826
	85,000		JC Penney Co., Inc.		6,575,600
	144,700		TJX Cos., Inc.		4,126,844
					21,178,787
			Savings & Loans: 0.8%
	237,600		Hudson City Bancorp., Inc.		3,297,888
					3,297,888
			Semiconductors: 2.3%
	200,300	@	Advanced Micro Devices, Inc.		4,076,105
	151,500	@,@@	ASML Holding NV		3,731,445
	59,100		Texas Instruments, Inc.		1,702,080
					9,509,630
			Software: 3.7%
	277,100	@	Activision, Inc.		4,777,204
	177,280		Microsoft Corp.		5,293,581
	314,610	@	Oracle Corp.		5,392,415
					15,463,200
			Transportation: 0.9%
	39,600	@@	Frontline Ltd.		1,274,018
	105,530	@@	Ship Finance International Ltd.		2,507,393
					3,781,411

Total Investments in Securities (Cost $378,153,882)*	96.0	%	$	397,161,986
Other Assets and Liabilities - Net	4.0			16,367,546
Net Assets	100.0	%	$	413,529,532

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

* Cost for federal income tax purposes is $378,263,799.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	28,330,134
Gross Unrealized Depreciation		(9,431,947	)
Net Unrealized Appreciation	$	18,898,187

See Accompanying Notes to Financial Statements
221

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN REGENCY PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 92.6%
			Aerospace/Defense: 2.4%
	3,700	@@	Empresa Brasileira de Aeronautica SA	$	153,217
	1,800		L-3 Communications Holdings, Inc.		147,204
					300,421
			Auto Parts & Equipment: 0.3%
	400		Johnson Controls, Inc.		34,368
					34,368
			Beverages: 1.2%
	5,400	@	Constellation Brands, Inc.		156,708
					156,708
			Coal: 2.1%
	4,900		Arch Coal, Inc.		147,147
	2,900		Peabody Energy Corp.		117,189
					264,336
			Commercial Services: 1.3%
	6,200	@	United Rentals, Inc.		157,666
					157,666
			Computers: 2.2%
	1,800	@	Affiliated Computer Services, Inc.		87,912
	2,525	@	Lexmark International, Inc.		184,830
					272,742
			Diversified Financial Services: 3.4%
	1,550		Bear Stearns Cos., Inc.		252,309
	3,800		IndyMac Bancorp., Inc.		171,608
					423,917
			Electric: 6.2%
	4,000		DPL, Inc.		111,120
	2,400		Edison International		109,152
	4,600	@	Mirant Corp.		145,222
	3,300	@	NRG Energy, Inc.		184,833
	4,200		TXU Corp.		227,682
					778,009
			Electronics: 0.9%
	4,200	@	Avnet, Inc.		107,226
					107,226
			Engineering & Construction: 1.5%
	6,700	@@	Chicago Bridge & Iron Co. NV		183,178
					183,178
			Food: 1.2%
	8,900		Tyson Foods, Inc.		146,405
					146,405
			Healthcare-Products: 0.7%
	2,100		Cooper Cos., Inc.		93,450
					93,450

Shares				Value
			Healthcare-Services: 3.8%
	4,500		Aetna, Inc.	$	194,310
	3,300	@	Coventry Health Care, Inc.		165,165
	3,400	@	LifePoint Hospitals, Inc.		114,580
					474,055
			Holding Companies- Diversified: 0.7%
	3,300		Walter Industries, Inc.		89,265
					89,265
			Home Builders: 10.4%
	3,600		Centex Corp.		202,572
	5,900	@	Hovnanian Enterprises, Inc.		200,010
	4,100		KB Home		210,248
	4,000		Lennar Corp.		209,840
	3,900	@	Meritage Homes Corp.		186,108
	340	@	NVR, Inc.		219,300
	1,300		Ryland Group, Inc.		71,006
					1,299,084
			Home Furnishings: 1.2%
	1,850		Whirlpool Corp.		153,587
					153,587
			Insurance: 3.5%
	1,500		Cigna Corp.		197,355
	4,400	@@	Endurance Specialty Holdings Ltd.		160,952
	1,600		PMI Group, Inc.		75,472
					433,779
			Internet: 1.4%
	5,400	@,@@	Check Point Software Technologies		118,368
	2,200	@	McAfee, Inc.		62,436
					180,804
			Iron/Steel: 2.5%
	3,900		Cleveland-Cliffs, Inc.		188,916
	1,700		United States Steel Corp.		124,338
					313,254
			Leisure Time: 1.1%
	2,000		Harley-Davidson, Inc.		140,940
					140,940
			Machinery-Construction & Mining: 3.9%
	5,150		Joy Global, Inc.		248,951
	3,700	@	Terex Corp.		238,946
					487,897
			Metal Fabricate/Hardware: 1.2%
	243	@	Mueller Water Products, Inc.-Class B		3,621
	5,100		Timken Co.		148,818
					152,439
			Mining: 2.0%
	2,150		Phelps Dodge Corp.		257,398
					257,398

See Accompanying Notes to Financial Statements
222

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN REGENCY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Miscellaneous Manufacturing: 1.4%
	1,300		Eaton Corp.	$	97,682
	2,100	@@	Ingersoll-Rand Co.		82,173
					179,855
			Oil & Gas: 8.8%
	3,400	@@	Canadian Natural Resources Ltd.		180,982
	5,000	@	Denbury Resources, Inc.		138,950
	2,300		Noble Corp.		175,145
	3,400	@	Quicksilver Resources, Inc.		124,406
	3,900	@	Southwestern Energy Co.		136,695
	1,500		Sunoco, Inc.		93,540
	6,555	@@	Talisman Energy, Inc.		111,369
	3,000		XTO Energy, Inc.		141,150
					1,102,237
			Oil & Gas Services: 1.8%
	2,900	@	Oceaneering International, Inc.		115,130
	3,600	@	Oil States International, Inc.		116,028
					231,158
			Pharmaceuticals: 5.7%
	4,300	@	Endo Pharmaceuticals Holdings, Inc.		118,594
	5,000	@	NBTY, Inc.		207,850
	3,900		Omnicare, Inc.		150,657
	3,900	@@	Shire PLC		240,864
					717,965
			Pipelines: 2.0%
	2,800		National Fuel Gas Co.		107,912
	5,400		Williams Cos., Inc.		141,048
					248,960
			Real Estate Investment Trusts: 5.5%
	5,500		Annaly Capital Management, Inc.		76,505
	2,400		Colonial Properties Trust		112,512
	1,600		Developers Diversified Realty Corp.		100,720
	2,500		First Industrial Realty Trust, Inc.		117,225
	4,200		iStar Financial, Inc.		200,844
	1,800		Ventas, Inc.		76,176
					683,982
			Retail: 5.8%
	4,200		Advance Auto Parts, Inc.		149,352
	4,600	@	Aeropostale, Inc.		142,002
	7,000		Circuit City Stores, Inc.		132,860
	6,500	@	HOT Topic, Inc.		86,710
	3,200		Ross Stores, Inc.		93,760
	4,300		TJX Cos., Inc.		122,636
					727,320
			Savings & Loans: 1.2%
	10,800		Hudson City Bancorp., Inc.		149,904
					149,904
			Semiconductors: 0.8%
	2,500	@	International Rectifier Corp.		96,325
					96,325

Value

Software: 2.2%

7,300

Activision, Inc.

125,852

8,700

Take-Two Interactive
Software, Inc.

154,512

280,364

Telecommunications: 1.2%

11,700

Arris Group, Inc.

146,367

146,367

Transportation: 1.1%

2,000

Frontline Ltd.

63,700

3,000

Ship Finance International Ltd.

71,280

134,980

Total Investments in Securities (Cost $10,866,403)*	92.6	%	$	11,600,345
Other Assets and Liabilities - Net	7.4			933,029
Net Assets	100.0	%	$	12,533,374

@ Non-income producing security

@@ Foreign Issuer

* Cost for federal income tax purposes is $10,862,562.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	1,224,596
Gross Unrealized Depreciation		(486,813	)
Net Unrealized Appreciation	$	737,783

See Accompanying Notes to Financial Statements
223

PORTFOLIO OF INVESTMENTS
ING OPCAP BALANCED VALUE PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 72.8%
			Aerospace/Defense: 2.2%
	21,800		Boeing Co.	$	1,936,712
					1,936,712
			Banks: 3.6%
	80,000		Bank of New York Co., Inc.		3,149,600
					3,149,600
			Beverages: 1.5%
	27,000		Coca-Cola Co.		1,302,750
					1,302,750
			Commercial Services: 1.5%
	32,350	@	ChoicePoint, Inc.		1,273,943
					1,273,943
			Computers: 4.9%
	20,300	@	Apple Computer, Inc.		1,722,252
	33,300	@	Dell, Inc.		835,497
	134,000	@	EMC Corp.		1,768,800
					4,326,549
			Cosmetics/Personal Care: 1.5%
	20,000		Colgate-Palmolive Co.		1,304,800
					1,304,800
			Diversified Financial Services: 7.7%
	93,200	L	Countrywide Financial Corp.		3,956,340
	29,800		Merrill Lynch & Co., Inc.		2,774,380
					6,730,720
			Electric: 1.3%
	13,400	L	Dominion Resources, Inc.		1,123,456
					1,123,456
			Healthcare-Services: 5.1%
	37,600		Aetna, Inc.		1,623,568
	53,400	L	UnitedHealth Group, Inc.		2,869,182
					4,492,750
			Home Builders: 3.0%
	46,000	L	Centex Corp.		2,588,420
					2,588,420
			Insurance: 4.8%
	27,200		AMBAC Financial Group, Inc.		2,422,704
	305,000		Conseco Escrow		-
	7,000	@@	Everest Re Group Ltd.		686,770
	12,012		Hartford Financial Services Group, Inc.		1,120,840
					4,230,314
			Leisure Time: 5.2%
	20,400	L	Carnival Corp.		1,000,620
	85,400	L	Royal Caribbean Cruises Ltd.		3,533,852
					4,534,472
			Miscellaneous Manufacturing: 2.3%
	26,800		Eaton Corp.		2,013,752
					2,013,752

Shares				Value
			Oil & Gas: 8.9%
	17,600		Chevron Corp.	$	1,294,128
	74,500		ConocoPhillips		5,360,275
	20,000	L	GlobalSantaFe Corp.		1,175,600
					7,830,003
			Pharmaceuticals: 6.9%
	44,300		Abbott Laboratories		2,157,853
	43,700	@@	Roche Holding AG ADR		3,911,054
					6,068,907
			Retail: 3.2%
	19,000		Walgreen Co.		871,910
	32,250		Yum! Brands, Inc.		1,896,300
					2,768,210
			Semiconductors: 0.8%
	66,003	@@	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		721,413
					721,413
			Software: 0.9%
	27,000		Microsoft Corp.		806,220
					806,220
			Telecommunications: 7.5%
	53,700		AT&T, Inc.		1,919,775
	121,000		Motorola, Inc.		2,487,759
	33,500	@,L	NII Holdings, Inc.		2,158,740
					6,566,274
Total Commo+n Stock (Cost $57,163,493)					63,769,265
Principal Amount				Value
CORPORATE BONDS/NOTES: 25.6%
			Aerospace/Defense: 1.2%
$	450,000	C	General Dynamics Corp., 4.500%, due 08/15/10		440,806
	585,000	C	Raytheon Co., 6.750%, due 08/15/07		589,396
					1,030,202
			Auto Manufacturers: 0.5%
	400,000		DaimlerChrysler Holding Corp., 4.750%, due 01/15/08		396,451
					396,451
			Banks: 2.5%
	720,000		Bank of America Corp., 4.375%, due 12/01/10		700,434
	610,000		Keycorp, 2.750%, due 02/27/07		607,265
	220,000	L	US Bancorp., 4.500%, due 07/29/10		215,158
	200,000	L	US Bancorp., 5.300%, due 04/28/09		200,599
	460,000	L	Wachovia Corp., 4.375%, due 06/01/10		448,809
					2,172,265

See Accompanying Notes to Financial Statements
224

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

Principal Amount				Value
			Chemicals: 0.7%
$	635,000	C,L	EI Du Pont de Nemours & Co., 4.125%, due 04/30/10	$	616,605
					616,605
			Cosmetics/Personal Care: 0.6%
	555,000	C,L	Procter & Gamble Co., 3.500%, due 12/15/08		537,933
					537,933
			Diversified Financial Services: 9.4%
	260,000		American Express Credit Corp., 3.000%, due 05/16/08		252,430
	405,000	L	American Express Credit Corp., 5.000%, due 12/02/10		402,653
	520,000	C	Ameriprise Financial, Inc., 5.350%, due 11/15/10		521,609
	470,000		Bear Stearns Cos., Inc., 7.800%, due 08/15/07		477,049
	575,000	C,L	Boeing Capital Corp., 6.500%, due 02/15/12		606,927
	325,000		CIT Group, Inc., 4.750%, due 12/15/10		318,564
	200,000		CIT Group, Inc., 7.750%, due 04/02/12		220,741
	305,000		Citigroup, Inc., 5.000%, due 03/06/07		304,799
	300,000	L	Citigroup, Inc., 6.000%, due 02/21/12		309,663
	610,000	C,L	Credit Suisse First Boston USA, Inc., 5.750%, due 04/15/07		610,509
	350,000		General Electric Capital Corp., 4.875%, due 10/21/10		346,614
	200,000		General Electric Capital Corp., 6.000%, due 06/15/12		207,274
	600,000	L	Goldman Sachs Group, Inc., 5.700%, due 09/01/12		611,795
	200,000		HSBC Finance Corp., 7.000%, due 05/15/12		215,879
	610,000	L	International Lease Finance Corp., 5.625%, due 06/01/07		610,468
	520,000		John Deere Capital Corp., 3.875%, due 03/07/07		518,591
	605,000		JPMorgan Chase & Co., 5.250%, due 05/30/07		604,829
	640,000		Merrill Lynch & Co., Inc., 3.700%, due 04/21/08		626,401
	500,000		SLM Corp., 4.500%, due 07/26/10		487,075
					8,253,870
			Environmental Control: 0.2%
	125,000	C	Waste Management, Inc., 6.500%, due 11/15/08		127,405
					127,405
			Food: 1.8%
	530,000	C	General Mills, Inc., 6.000%, due 02/15/12		543,476
	545,000	C	Kellogg Co., 2.875%, due 06/01/08		526,211
	520,000	C	Safeway, Inc., 4.800%, due 07/16/07		518,051
					1,587,738

Principal Amount				Value
			Insurance: 0.6%
$	540,000	C	Berkshire Hathaway Finance Corp., 3.375%, due 10/15/08	$	523,575
	2,350,000	^	Conseco Finance Trust I		—
	2,345,000	^	Conseco Finance Trust II		—
					523,575
			Media: 1.5%
	125,000		News America Holdings, 9.250%, due 02/01/13		146,846
	280,000		Time Warner Entertainment Co. LP, 7.250%, due 09/01/08		287,986
	360,000		Viacom, Inc., 5.625%, due 05/01/07		360,215
	545,000	C,L	Walt Disney Co., 5.700%, due 07/15/11		555,094
					1,350,141
			Mining: 0.7%
	630,000	C	Alcoa, Inc., 4.250%, due 08/15/07		624,290
					624,290
			Oil & Gas: 1.8%
	620,000	@@,C,L	ChevronTexaco Capital Co., 3.500%, due 09/17/07		612,830
	595,000	C	Marathon Oil Corp., 5.375%, due 06/01/07		594,842
	405,000	C	Valero Energy Corp., 6.125%, due 04/15/07		405,537
					1,613,209
			Pipelines: 0.5%
	415,000	C	Duke Capital, LLC, 7.500%, due 10/01/09		436,922
					436,922
			Retail: 0.6%
	530,000	C	CVS Corp., 3.875%, due 11/01/07		523,344
					523,344
			Savings & Loans: 0.5%
	425,000		World Savings Bank FSB, 4.125%, due 03/10/08		417,690
					417,690
			Telecommunications: 1.8%
	385,000	C	AT&T Wireless Services, Inc., 7.500%, due 05/01/07		387,362
	630,000		Motorola, Inc., 4.608%, due 11/16/07		625,914
	350,000	C	Verizon Global Funding Corp., 7.250%, due 12/01/10		373,401
	200,000	C	Verizon Global Funding Corp., 7.375%, due 09/01/12		218,919
					1,605,596
			Transportation: 0.7%
	625,000		FedEx Corp., 2.650%, due 04/01/07		620,793
					620,793
Total Corporate Bonds/Notes (Cost $22,546,691)					22,438,029
Total Long-Term Investments (Cost $79,710,184)					86,207,294

See Accompanying Notes to Financial Statements
225

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

Principal Amount			Value
SHORT-TERM INVESTMENTS: 26.7%
		U.S. Government Agency Obligations: 2.1%
$	1,866,000	Federal Home Loan Bank, 4.600%, due 01/02/07	$	1,865,523
Total U.S. Government Agency Obligations (Cost $1,865,523)				1,865,523
		Securities Lending Collateral^cc: 24.6%
	21,545,723	The Bank of New York Institutional Cash Reserves Fund		21,545,723
Total Securities Lending Collateral (Cost $21,545,723)				21,545,723
Total Short-Term Investments (Cost $23,411,246)				23,411,246

Total Investments in Securities (Cost $103,121,430)*	125.1	%	$	109,618,540
Other Assets and Liabilities - Net	(25.1	)		(22,019,151	)
Net Assets	100.0	%	$	87,599,389

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

C Bond may be called prior to maturity date.

cc Securities purchased with cash collateral for securities loaned.

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

^ Defaulted security

* Cost for federal income tax purposes is $103,359,669.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	6,801,335
Gross Unrealized Depreciation		(542,464	)
Net Unrealized Appreciation	$	6,258,871

See Accompanying Notes to Financial Statements
226

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
GLOBAL PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 99.0%
			Barbados: 0.3%
	80,400		Everest Re Group Ltd.	$	7,888,044
					7,888,044
			Bermuda: 1.2%
	294,100		ACE Ltd.		17,813,637
	195,100	L	XL Capital Ltd.		14,051,102
					31,864,739
			Brazil: 1.5%
	356,400	L	Cia de Bebidas das Americas ADR		17,392,320
	604,300	L	Empresa Brasileira de Aeronautica SA		25,024,063
					42,416,383
			Canada: 1.6%
	457,700	L	Husky Energy, Inc.		30,629,771
	425,000	L	Manulife Financial Corp.		14,340,994
					44,970,765
			Denmark: 0.3%
	105,800		Novo-Nordisk A/S		8,809,760
					8,809,760
			Finland: 0.7%
	608,900		Fortum OYJ		17,292,997
	35,975		Neste Oil OYJ		1,090,147
					18,383,144
			France: 5.6%
	98,622	@	Arkema		5,049,693
	334,478	L	LVMH Moet Hennessy Louis Vuitton SA		35,185,421
	123,910	@,L	NicOx SA		3,709,765
	463,489		Sanofi-Aventis		42,733,998
	147,105		Societe Generale		24,885,766
	439,004	L	Technip SA		30,112,267
	168,654		Total SA		12,135,904
					153,812,814
			Germany: 5.0%
	171,879		Allianz AG		34,969,420
	460,901		Bayerische Motoren Werke AG		26,472,477
	576,776		SAP AG		30,648,598
	453,424		Siemens AG		44,771,460
					136,861,955
			Hong Kong: 0.4%
	1,042,000	@	Hutchison Whampoa Ltd.		10,563,953
					10,563,953
			India: 2.5%
	175,400	L	ICICI Bank Ltd. ADR		7,321,196
	714,227		Infosys Technologies Ltd.		36,094,170
	3,095,676		ZEE Telefilms Ltd.		25,653,344
					69,068,710
			Ireland: 0.2%
	491,255		Experian Group Ltd.		5,752,650
					5,752,650

Shares				Value
			Italy: 0.5%
	977,400	L	Bulgari S.p.A.	$	13,834,214
					13,834,214
			Japan: 10.7%
	201,300		Canon, Inc.		11,333,221
	483,800	L	Chugai Pharmaceutical Co., Ltd.		9,960,354
	510,600		Credit Saison Co., Ltd.		17,539,682
	79,500		Fanuc Ltd.		7,802,270
	461,000	@	Hoya Corp.		17,968,328
	3,967		KDDI Corp.		26,930,461
	61,430		Keyence Corp.		15,163,324
	151,200		Kyocera Corp.		14,293,338
	377,300		Murata Manufacturing Co., Ltd.		25,458,444
	105,000	L	Nidec Corp.		8,126,418
	62,800		Nintendo Co., Ltd.		16,258,207
	3,865	L	Resona Holdings, Inc.		10,543,606
	220,500		Secom Co., Ltd.		11,416,273
	166,800		Sega Sammy Holdings, Inc.		4,483,877
	220,871		Seven & I Holdings Co., Ltd.		6,867,986
	727,000		Shionogi & Co., Ltd.		14,277,674
	751,400		Sony Corp.		32,178,883
	408,800	L	Square Enix Co., Ltd.		10,737,848
	566		Sumitomo Mitsui Financial Group, Inc.		5,795,008
	422,100		Toyota Motor Corp.		28,249,887
					295,385,089
			Mexico: 2.5%
	1,809,800		Fomento Economico Mexicano SA de CV ADR		20,999,577
	2,518,200		Grupo Modelo SA		13,939,495
	1,222,100		Grupo Televisa SA		33,008,921
					67,947,993
			Netherlands: 2.3%
	904,393	L	European Aeronautic Defence and Space Co. NV		31,031,211
	864,877		Koninklijke Philips Electronics NV		32,522,067
					63,553,278
			Norway: 0.4%
	810,700	L	Tandberg ASA		12,162,393
					12,162,393
			Singapore: 0.2%
	2,288,800		Singapore Press Holdings Ltd.		6,370,513
					6,370,513
			South Korea: 2.0%
	67,663		Hyudai Heavy Industries		9,133,189
	28,299		Samsung Electronics Co., Ltd.		18,564,388
	991,800	L	SK Telecom Co., Ltd. ADR		26,262,864
					53,960,441
			Spain: 0.9%
	486,800	L	Inditex SA		26,186,421
					26,186,421

See Accompanying Notes to Financial Statements
227

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
GLOBAL PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Sweden: 6.5%
	1,078,600		Hennes & Mauritz AB	$	54,399,369
	701,904		Investor AB		17,147,843
	26,666,700		Telefonaktiebolaget LM Ericsson		107,231,113
					178,778,325
			Switzerland: 3.4%
	544,342		Credit Suisse Group		37,950,414
	255,261		Novartis AG		14,663,788
	195,605		Roche Holding AG		34,996,390
	35,490		Syngenta AG		6,592,637
					94,203,229
			Taiwan: 1.5%
	8,747,000	@	Benq Corp.		4,675,760
	2,015,700		MediaTek, Inc.		20,758,329
	8,420,766		Taiwan Semiconductor Manufacturing Co., Ltd.		17,289,364
					42,723,453
			United Kingdom: 12.6%
	362,746		3i Group PLC		7,152,046
	321,300		BP PLC ADR		21,559,230
	978,938		Burberry Group PLC		12,330,492
	2,735,650		Cadbury Schweppes PLC		29,218,293
	805,141		Diageo PLC		15,819,139
	437,094		Home Retail Group		3,508,870
	1,504,521	L	HSBC Holdings PLC		27,536,042
	796,173		Pearson PLC		11,999,744
	1,908,816		Prudential PLC		26,078,602
	890,496		Reckitt Benckiser PLC		40,621,848
	1,168,877		Royal Bank of Scotland Group PLC		45,490,572
	1,415,754		Smith & Nephew PLC		14,768,346
	2,877,901		Tesco PLC		22,742,371
	19,446,596		Vodafone Group PLC		53,705,053
	1,021,218		WPP Group PLC		13,781,594
					346,312,242
			United States: 36.2%
	338,600		3M Co.		26,387,098
	862,000	@,L	Adobe Systems, Inc.		35,445,440
	1,505,600	@	Advanced Micro Devices, Inc.		30,638,960
	245,200	@,L	Affymetrix, Inc.		5,654,312
	880,000	@	Altera Corp.		17,318,400
	189,700	@	Amgen, Inc.		12,958,407
	569,000	@,L	Atherogenics, Inc.		5,638,790
	654,500		Automatic Data Processing, Inc.		32,234,125
	100,340	L	Avis Budget Group, Inc.		2,176,375
	379,800		Avon Products, Inc.		12,548,592
	4,600	@,L	Berkshire Hathaway, Inc.		16,863,600
	420,900		Biomet, Inc.		17,370,543
	210,400		Boeing Co.		18,691,936
	1,083,954	@	Boston Scientific Corp.		18,622,330
	724,300	L	Carnival Corp.		35,526,915
	262,100		Chevron Corp.		19,272,213
	467,400	@	Cisco Systems, Inc.		12,774,042
	373,400	@	Coach, Inc.		16,041,264
	257,300		Colgate-Palmolive Co.		16,786,252
	1,279,000	@	Corning, Inc.		23,930,090
	435,200	@,L	Cree, Inc.		7,537,664

Shares				Value
	1,340,900	@	eBay, Inc.	$	40,320,863
	629,800		Emerson Electric Co.		27,767,882
	137,300	@	Express Scripts, Inc.		9,830,680
	141,200	@	Genentech, Inc.		11,455,556
	173,800	@	Getty Images, Inc.		7,442,116
	321,600	@	Gilead Sciences, Inc.		20,881,488
	411,700	L	GlobalSantaFe Corp.		24,199,726
	386,900		International Game Technology		17,874,780
	267,300	@,L	International Rectifier Corp.		10,299,069
	705,400	@,L	Intuit, Inc.		21,521,754
	106,600		Johnson & Johnson		7,037,732
	286,400		JPMorgan Chase & Co.		13,833,120
	1,342,000	@,L	Juniper Networks, Inc.		25,417,480
	270,000	L	Linear Technology Corp.		8,186,400
	169,800		Lockheed Martin Corp.		15,633,486
	617,300		Maxim Integrated Products		18,901,726
	407,100	L	McDonald's Corp.		18,046,743
	194,300		Medtronic, Inc.		10,396,993
	1,682,900		Microsoft Corp.		50,251,394
	373,500		Morgan Stanley		30,414,105
	170,700	@,L	Nektar Therapeutics		2,596,347
	438,500		Northern Trust Corp.		26,612,565
	189,200		Northrop Grumman Corp.		12,808,840
	146,200	@,L	Nuvelo, Inc.		584,800
	36,560		Qualcomm, Inc.		1,381,602
	216,900		Quest Diagnostics		11,495,700
	312,400		Raytheon Co.		16,494,720
	267,150	@	Realogy Corp.		8,099,988
	130,400	@,L	Regeneron Pharmaceuticals, Inc.		2,617,128
	5,269,139	@,L	Sirius Satellite Radio, Inc.		18,652,752
	205,800	@,L	Theravance, Inc.		6,357,162
	567,700	L	Tiffany & Co.		22,276,548
	382,300	@,L	Transocean, Inc.		30,924,247
	545,700		Wal-Mart Stores, Inc.		25,200,426
	563,100		Walt Disney Co.		19,297,437
	588,000		Xilinx, Inc.		14,000,280
	188,800	@,L	Yahoo!, Inc.		4,821,952
					998,352,935
Total Common Stock (Cost $2,124,636,747)					2,730,163,443
EQUITY-LINKED SECURITIES: 0.5%

		India: 0.5%
	2,980,184	Hindustan Lever Ltd.	14,573,500
Total Equity-Linked Securities (Cost $11,109,863)			14,573,500
PREFERRED STOCK: 0.7%
		Germany: 0.7%
	14,538	Porsche AG	18,499,198
Total Preferred Stock (Cost $9,602,569)			18,499,198
Total Long-Term Investments (Cost $2,145,349,179)			2,763,236,141

See Accompanying Notes to Financial Statements
228

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
GLOBAL PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount			Value
SHORT-TERM INVESTMENTS: 9.0%
		Securities Lending Collateral^cc: 9.0%
$	249,224,950	The Bank of New York Institutional Cash Reserves Fund	$	249,224,950
Total Short-Term Investments (Cost $249,224,950)				249,224,950

Total Investments in Securities (Cost $2,394,574,129)*	109.2	%	$	3,012,461,091
Other Assets and Liabilities - Net	(9.2	)		(253,453,625	)
Net Assets	100.0	%	$	2,759,007,466

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 $2,411,815,570.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	639,174,677
Gross Unrealized Depreciation		(38,529,156	)
Net Unrealized Appreciation	$	600,645,521

Industry	Percent of Net Assets
Advertising		0.8	%
Aerospace/Defense		4.3
Apparel		1.0
Auto Manufacturers		2.7
Banks		5.4
Beverages		2.5
Biotechnology		1.4
Chemicals		0.4
Commercial Services		0.7
Computers		0.2
Cosmetics/Personal Care		1.1
Diversified Financial Services		3.6
Electric		0.6
Electrical Components & Equipment		1.0
Electronics		4.1
Entertainment		0.6
Food		1.9
Hand/Machine Tools		0.3
Healthcare-Products		2.5
Healthcare-Services		0.4
Holding Companies-Diversified		1.6
Home Furnishings		1.2
Household Products/Wares		2.0
Industrial		0.3
Insurance		4.8
Internet		1.6
Investment Companies		0.6
Leisure Time		1.4
Media		4.2
Miscellaneous Manufacturing		2.6
Office/Business Equipment		0.4
Oil & Gas		5.1
Oil & Gas Services		1.1
Pharmaceuticals		6.1
Real Estate		0.3
Retail		6.2
Semiconductors		5.9
Software		7.9
Telecommunications		10.5
Toys/Games/Hobbies		0.6
Venture Capital		0.3
Short-Term Investments		9.0
Other Assets and Liabilities-Net		(9.2	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
229

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006

Value

COMMON STOCK: 0.1%

Diversified Financial
Services: 0.0%

425

Goldman Sachs Group,
Inc.

84,724

84,724

Pipelines: 0.1%

7,900

El Paso Corp.

120,712

120,712

Total Common Stock
(Cost $187,532)

205,436

PREFERRED STOCK: 0.2%

Diversified Financial
Services: 0.1%

5,400

Chevy Chase Preferred
Capital Corp.

284,040

284,040

Media: 0.0%

ION Media Networks, Inc.

126,650

126,650

Savings & Loans: 0.1%

18,450

Chevy Chase Bank FSB

483,575

483,575

Total Preferred Stock
(Cost $968,802)

894,265

Principal
Amount

Value

CORPORATE BONDS/NOTES: 29.2%

Advertising: 0.6%

278,000

Lamar Media Corp.,
6.625%, due 08/15/15

276,958

975,000

R.H. Donnelley Corp.,
6.875%, due 01/15/13

939,657

925,000

R.H. Donnelley Corp.,
8.875%, due 01/15/16

975,875

300,000

C,L

RH Donnelley Corp.,
6.875%, due 01/15/13

289,125

2,481,615

Aerospace/Defense: 0.4%

275,000

C,S

Alliant Techsystems, Inc.,
6.750%, due 04/01/16

275,688

340,000

C,L

DRS Technologies, Inc.,
6.625%, due 02/01/16

344,250

60,000

DRS Technologies, Inc.,
7.625%, due 02/01/18

62,100

50,000

C,S,L

L-3 Communications Corp.,
5.875%, due 01/15/15

48,500

100,000

L-3 Communications Corp.,
6.125%, due 01/15/14

98,250

525,000

L-3 Communications Corp.,
6.375%, due 10/15/15

522,375

300,000

C,L

L-3 Communications Corp.,
7.625%, due 06/15/12

312,000

1,663,163

Principal Amount				Value
					Agriculture: 0.2%
$	200,000	C,L	Hines Nurseries, Inc., 10.250%, due 10/01/11	$	175,000
	300,000	@@,#,C	MHP SA, 10.250%, due 11/30/11		308,250
	435,000	C	Reynolds American, Inc., 7.250%, due 06/01/13		454,356
					937,606
					Apparel: 0.1%
	352,000	C,L	Levi Strauss & Co., 9.750%, due 01/15/15		381,040
	225,000	C,L	Quiksilver, Inc., 6.875%, due 04/15/15		222,188
					603,228
					Auto Manufacturers: 0.0%
	100,000	L	Ford Motor Co., 7.450%, due 07/16/31		79,000
					79,000
					Auto Parts & Equipment: 0.4%
	500,000	C	Goodyear Tire & Rubber Co., 7.857%, due 08/15/11		505,000
	270,000	C,L	Goodyear Tire & Rubber Co., 9.000%, due 07/01/15		284,175
	350,000	C,L	Tenneco, Inc., 8.625%, due 11/15/14		358,750
	50,000	C,L	Visteon Corp., 7.000%, due 03/10/14		44,000
	500,000	C,L	Visteon Corp., 8.250%, due 08/01/10		490,000
					1,681,925
					Banks: 2.4%
	930,000	@@,#	Banco BMG SA, 9.150%, due 01/15/16		944,880
	305,000	@@,#,C	Banco Credito Del Peru, 6.950%, due 11/07/21		305,000
	395,000	@@,#	Banco Hipotecario SA, 9.750%, due 04/27/16		421,169
EUR	460,000	@@	Depfa Bank PLC, 3.500%, due 03/16/11		593,473
EUR	1,320,000	@@	HBOS Treasury Services PLC, 4.375%, due 07/13/16		1,763,006
EUR	1,230,000	@@	HBOS Treasury Services PLC, 4.500%, due 07/13/21		1,652,681
$	290,000	@@	HSBC Bank PLC, 20.160%, due 07/08/09		191,400
	920,000	@@	HSBC Bank PLC, 21.070%, due 01/12/10		515,200
	290,000	@@	HSBC Bank PLC, 26.460%, due 03/09/09		182,700
	375,000	@@,#,S	HSBK Europe BV, 7.750%, due 05/13/13		397,500
	730,000	@@,#	Kuznetski Capital for Bank of Moscow, 7.375%, due 11/26/10		747,838
	760,000	@@,#	RSHB Capital SA for OJSC Russian Agricultural Bank, 7.175%, due 05/16/13		802,750

See Accompanying Notes to Financial Statements
230

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Banks (continued)
$	830,000	@@,C	UBS Luxembourg SA for Sberbank, 6.230%, due 02/11/15	$	844,484
	1,020,000	@@,#,L	VTB Capital SA, 6.250%, due 06/30/35		1,042,950
					10,405,031
			Beverages: 0.1%
	290,000	C,L	Constellation Brands, Inc., 7.250%, due 09/01/16		299,425
					299,425
			Building Materials: 0.2%
	200,000	C,S,L	Goodman Global Holding Co., Inc., 7.875%, due 12/15/12		197,500
	85,000	C	Interline Brands, Inc., 8.125%, due 06/15/14		87,763
	350,000	C	Nortek, Inc. - Old, 8.500%, due 09/01/14		344,750
	335,000	C,L	NTK Holdings, Inc., 4.940%, due 03/01/14		236,175
					866,188
			Chemicals: 0.4%
	50,000	C	Equistar Chemicals LP, 8.750%, due 02/15/09		52,625
	285,000	#,C,L	Georgia Gulf Corp., 10.750%, due 10/15/16		275,025
	470,000	#,C,L	Huntsman International, LLC, 7.375%, due 01/01/15		468,825
	55,000	#,C,L	Huntsman International, LLC, 7.875%, due 11/15/14		55,688
	300,000	@@,#,C,L	Ineos Group Holdings PLC, 8.500%, due 02/15/16		288,000
	50,000	C	Innophos, Inc., 8.875%, due 08/15/14		51,000
	265,000	C	Lyondell Chemical Co., 8.000%, due 09/15/14		276,263
	145,000	C,L	Lyondell Chemical Co., 8.250%, due 09/15/16		152,975
	75,000	C	Lyondell Chemical Co., 10.500%, due 06/01/13		82,875
	70,000	#,C	Mosaic Co., 7.375%, due 12/01/14		72,188
	70,000	#,C,L	Mosaic Co., 7.625%, due 12/01/16		72,888
	57,000	C	Tronox Worldwide, LLC, 9.500%, due 12/01/12		60,278
					1,908,630
			Coal: 0.3%
	400,000	C,S	Arch Western Finance, LLC, 6.750%, due 07/01/13		399,000
	400,000	C,L	Foundation PA Coal Co., 7.250%, due 08/01/14		409,000
	90,000	C,L	Massey Energy Co., 6.875%, due 12/15/13		85,050
	400,000	C	Peabody Energy Corp., 6.875%, due 03/15/13		412,000
					1,305,050

Principal Amount				Value
			Commercial Services: 0.7%
$	35,000	#,C	ACE Cash Express, Inc., 10.250%, due 10/01/14	$	35,613
	90,000	#,C,L	Ashtead Capital, Inc., 9.000%, due 08/15/16		96,750
	85,000	#,C	Avis Budget Car Rental, LLC, 7.750%, due 05/15/16		82,238
	35,000	#,C,L	Avis Budget Car Rental, LLC, 7.874%, due 05/15/14		33,950
	250,000	C,L	Cenveo Corp., 7.875%, due 12/01/13		241,250
	85,000	C,S	Corrections Corp. of America, 6.250%, due 03/15/13		84,681
	100,000	C	DynCorp International, 9.500%, due 02/15/13		106,500
	275,000	#,C,L	Education Management Corp., 10.250%, due 06/01/16		292,188
	125,000	#,C	FTI Consulting, Inc., 7.750%, due 10/01/16		130,313
	100,000	C	H&E Equipment Services, Inc., 8.375%, due 07/15/16		105,250
	220,000	#,C	Hertz Corp., 8.875%, due 01/01/14		231,550
	140,000	#,C,L	Hertz Corp., 10.500%, due 01/01/16		154,700
	75,000	C	Ipayment, Inc., 9.750%, due 05/15/14		77,438
	200,000	C,L	Iron Mountain, Inc., 7.750%, due 01/15/15		205,000
	85,000	@@,#,C	Quebecor World Capital Corp., 8.750%, due 03/15/16		81,813
	100,000	C	Rent-A-Center, Inc., 7.500%, due 05/01/10		100,750
	900,000	C,L	United Rentals North America, Inc., 7.000%, due 02/15/14		887,625
					2,947,609
			Computers: 0.2%
	175,000	@@,C,L	Seagate Technology HDD Holdings, 6.375%, due 10/01/11		175,875
	55,000	@@,C,L	Seagate Technology HDD Holdings, 6.800%, due 10/01/16		55,550
	205,000	C,L	Sungard Data Systems, Inc., 9.125%, due 08/15/13		216,275
	555,000	C,L	SunGard Data Systems, Inc., 10.250%, due 08/15/15		595,238
					1,042,938
			Cosmetics/Personal Care: 0.1%
	275,000	C,L	Elizabeth Arden, Inc., 7.750%, due 01/15/14		278,438
					278,438

See Accompanying Notes to Financial Statements
231

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Distribution/ Wholesale: 0.0%
$	185,000	C	SGS International, Inc., 12.000%, due 12/15/13	$	193,325
					193,325
			Diversified Financial Services: 3.4%
	200,000	C	Alamosa Delaware, Inc., 8.500%, due 01/31/12		212,025
	844,793	@@,#	Autopistas Del Nordeste, 9.390%, due 04/15/24		874,361
	700,000	C,S,L	BCP Crystal US Holdings Corp., 9.625%, due 06/15/14		777,000
	1,200,000	@@,#,C	C10 Capital, Ltd., 6.722%, due 01/00/00		1,206,559
	270,000	#,C,L	CCM Merger, Inc., 8.000%, due 08/01/13		265,275
	400,000	@@,C	Cloverie PLC, 9.615%, due 12/20/10		404,400
	60,000	C	Crystal US Holdings 3, LLC, 1.880%, due 10/01/14		51,900
RUB	21,800,000	@@	Dali Capital, PLC, 7.250%, due 11/25/09		831,407
RUB	10,600,000	@@	Dali Capital, PLC, 8.000%, due 09/30/09		405,269
$	254,000	C	E*Trade Financial Corp., 7.375%, due 09/15/13		265,430
	150,000	C	E*Trade Financial Corp., 8.000%, due 06/15/11		157,500
	980,000		Ford Motor Credit Co., 7.375%, due 10/28/09		982,703
	1,380,000	S	General Motors Acceptance Corp., 6.875%, due 09/15/11		1,416,872
	570,000	S	General Motors Acceptance Corp., 8.000%, due 11/01/31		656,299
	565,000	#,C	Idearc, Inc., 8.000%, due 11/15/16		576,300
	1,234,517	@@,#,L	IIRSA Norte Finance Ltd., 8.750%, due 05/30/24		1,453,643
	465,000	@@,#,L	Majapahit Holding BV, 7.250%, due 10/17/11		478,950
	430,000	@@,#	Majapahit Holding BV, 7.750%, due 10/17/16		457,413
	50,000		Milacron Escrow Corp., 11.500%, due 05/15/11		47,750
	455,000	@@,#,C	National Gas Co. of Trinidad and Tobago Ltd., 6.050%, due 01/15/36		446,035
	500,000	@@,#,C	Osiris Capital PLC, 10.360%, due 01/15/10		502,800
	400,000	#,C	Rainbow National Services, LLC, 8.750%, due 09/01/12		422,500
RUB	4,000,000	@@,X	Reachcom Public Ltd. for Renaissance Capital, 10.500%, due 07/27/07		153,235
$	300,000	@@,#,C	Salisbury International Investments Ltd., 9.524%, due 07/22/11		300,000
	55,000	#,C	Sally Holdings, LLC, 9.250%, due 11/15/14		56,306

Principal Amount				Value
$	55,000	#,C,L	Sally Holdings, LLC, 10.500%, due 11/15/16	$	56,375
	785,000		Tiers Trust, 0.960%, due 06/15/97		329,740
	190,000	C	Universal City Development Partners, 11.750%, due 04/01/10		204,488
	700,000	C	Vanguard Health Holding Co. I, LLC, 2.930%, due 10/01/15		542,500
					14,535,035
			Electric: 2.0%
	75,000	C,S	AES Corp., 7.750%, due 03/01/14		79,500
	600,000	#,C,S	AES Corp., 8.750%, due 05/15/13		645,750
	395,000	@@,#,C	Aes Dominicana Energia Finance SA, 11.000%, due 12/13/15		416,725
	240,000	@@,#,C	AES Panama SA, 6.350%, due 12/21/16		236,724
	200,000	C,L	CMS Energy Corp., 7.500%, due 01/15/09		207,250
	85,000	C,L	Edison Mission Energy, 7.500%, due 06/15/13		89,250
	120,000	C,L	Edison Mission Energy, 7.750%, due 06/15/16		127,800
BRL	475,000	@@,#	Eletropaulo Metropolitana de Sao Paulo SA, 19.125%, due 06/28/10		252,340
$	740,000	C	Midwest Generation, LLC, 8.750%, due 05/01/34		806,600
	1,000,000	C	Mirant Americas Generation, LLC, 8.300%, due 05/01/11		1,030,000
	200,000	C	Mirant Americas Generation, LLC, 9.125%, due 05/01/31		213,000
	161,818	C	Mirant Mid Atlantic, LLC, 8.625%, due 06/30/12		171,224
PHP	23,800,000	@@	National Power Corp., 5.875%, due 12/19/16		485,219
$	302,000	@@,#	National Power Corp., 6.875%, due 11/02/16		307,504
	660,000	@@	National Power Corp., 9.625%, due 05/15/28		802,813
	925,000	C	NRG Energy, Inc., 7.375%, due 02/01/16		931,938
	450,000	C	NRG Energy, Inc., 7.375%, due 01/15/17		452,250
	100,000	C,L	Reliant Resources, Inc., 9.250%, due 07/15/10		105,500
	360,000	C	Reliant Resources, Inc., 9.500%, due 07/15/13		387,900
	607,000	C	Sierra Pacific Resources, 6.750%, due 08/15/17		598,387
					8,347,674
			Electronics: 0.3%
	479,000	@@,C,L	Flextronics International Ltd., 6.250%, due 11/15/14		464,630
	90,000	@@,#,C	NXP BV, 7.875%, due 10/15/14		93,488

See Accompanying Notes to Financial Statements
232

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Electronics (continued)
$	45,000	C,L	Sanmina-SCI Corp., 6.750%, due 03/01/13	$	41,625
	215,000	C,L	Sanmina-SCI Corp., 8.125%, due 03/01/16		209,088
	120,000	@@,C,L	Solectron Global Finance Ltd., 8.000%, due 03/15/16		122,100
	200,000	C	Stoneridge, Inc., 11.500%, due 05/01/12		207,000
					1,137,931
			Entertainment: 1.5%
	100,000	C,S	AMC Entertainment, Inc., 9.500%, due 02/01/11		100,875
	390,000	C,L	AMC Entertainment, Inc., 9.875%, due 02/01/12		411,450
	400,000	C	American Casino & Entertainment Properties, LLC, 7.850%, due 02/01/12		410,500
	800,000	C,S	Cinemark USA, Inc., 9.000%, due 02/01/13		852,000
	200,000	C,S	Cinemark, Inc., 2.040%, due 03/15/14		172,750
	380,000	#,C	Greektown Holdings, LLC, 10.750%, due 12/01/13		399,000
	500,000	C,L	Isle of Capri Casinos, Inc., 7.000%, due 03/01/14		500,000
	300,000	C,L	Marquee Holdings, Inc., 2.240%, due 08/15/14		253,125
	40,000	C	Mohegan Tribal Gaming Authority, 6.125%, due 02/15/13		39,900
	360,000	C,L	Mohegan Tribal Gaming Authority, 6.875%, due 02/15/15		362,700
	200,000	C	Mohegan Tribal Gaming Authority, 7.125%, due 08/15/14		203,750
	200,000	C	Mohegan Tribal Gaming Authority, 8.000%, due 04/01/12		209,250
	40,000	C	Penn National Gaming, Inc., 6.750%, due 03/01/15		39,400
	150,000	C	Penn National Gaming, Inc., 6.875%, due 12/01/11		151,875
	600,000	C	Pinnacle Entertainment, Inc., 8.250%, due 03/15/12		609,000
	120,000	#,C	Pokagon Gaming Authority, 10.375%, due 06/15/14		132,000
	60,000	C,L	Six Flags Theme Parks, Inc., 8.875%, due 02/01/10		58,350
	50,000	C	Six Flags Theme Parks, Inc., 9.625%, due 06/01/14		46,625
	150,000	C,L	Six Flags Theme Parks, Inc., 9.750%, due 04/15/13		141,563
	250,000	#,C	Steinway Musical Instruments, 7.000%, due 03/01/14		245,625
	350,000	C	Vail Resorts, Inc., 6.750%, due 02/15/14		351,750
	800,000	C	WMG Holdings Corp., 2.750%, due 12/15/14		644,000
					6,335,488

Principal Amount				Value
			Environmental Control: 0.2%
$	150,000	C,L	Allied Waste North America, Inc., 7.250%, due 03/15/15	$	150,938
	500,000	C,L	Allied Waste North America, Inc., 7.375%, due 04/15/14		500,000
					650,938
			Food: 0.5%
	272,000	C	Albertson's, Inc., 8.000%, due 05/01/31		277,266
	35,000	C	Del Monte Corp., 6.750%, due 02/15/15		34,825
	160,000	C,S	Del Monte Corp., 8.625%, due 12/15/12		169,600
	819,000	C	Delhaize America, Inc., 9.000%, due 04/15/31		976,498
	100,000	C	Dole Food Co., Inc., 7.250%, due 06/15/10		95,750
	200,000		Smithfield Foods, Inc., 7.000%, due 08/01/11		203,000
	180,000	C	Supervalu, Inc., 7.500%, due 11/15/14		188,586
					1,945,525
			Forest Products & Paper: 0.3%
	300,000	@@,C,L	Abitibi-Consolidated Co. of Canada, 8.375%, due 04/01/15		261,000
	100,000	@@,C,L	Abitibi-Consolidated Co. of Canada, 8.550%, due 08/01/10		95,500
	100,000	@@,C	Abitibi-Consolidated, Inc., 8.850%, due 08/01/30		82,500
	105,000	C,L	Boise Cascade, LLC, 7.125%, due 10/15/14		102,113
	100,000	@@,C	Catalyst Paper Corp., 7.375%, due 03/01/14		95,250
	200,000	@@,C	Catalyst Paper Corp., 8.625%, due 06/15/11		203,500
	100,000	@@,C	Domtar, Inc., 7.125%, due 08/15/15		98,500
	45,000	C	Mercer International, Inc., 9.250%, due 02/15/13		44,213
	105,000	#,C	Verso Paper Holdings, LLC, 9.121%, due 08/01/14		107,100
	105,000	#,C	Verso Paper Holdings, LLC, 11.375%, due 08/01/16		110,775
					1,200,451
			Healthcare-Products: 0.1%
	105,000		Fresenius Medical Care Capital Trust, 7.875%, due 06/15/11		110,513
	200,000	C	Inverness Medical Innovations, Inc., 8.750%, due 02/15/12		209,000
					319,513

See Accompanying Notes to Financial Statements
233

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Healthcare-Services: 0.8%
$	85,000	C	DaVita, Inc., 6.625%, due 03/15/13	$	85,638
	570,000	C,L	DaVita, Inc., 7.250%, due 03/15/15		584,250
	100,000	C	Genesis HealthCare Corp., 8.000%, due 10/15/13		104,750
	20,000	C	HCA, Inc., 6.250%, due 02/15/13		17,750
	81,000	C,L	HCA, Inc., 6.300%, due 10/01/12		74,318
	229,000	C,L	HCA, Inc., 6.375%, due 01/15/15		194,650
	400,000	C,S	HCA, Inc., 8.750%, due 09/01/10		418,000
	70,000	#,C	HCA, Inc., 9.125%, due 11/15/14		74,988
	70,000	#,C	HCA, Inc., 9.250%, due 11/15/16		75,163
	180,000	#,C	HCA, Inc., 9.625%, due 11/15/16		193,950
	195,000	#,C,S	Healthsouth Corp., 10.750%, due 06/15/16		210,844
	90,000	C	Psychiatric Solutions, Inc., 7.750%, due 07/15/15		90,225
	485,000	C	Select Medical Corp., 7.625%, due 02/01/15		404,975
	150,000	C	Tenet Healthcare Corp., 6.375%, due 12/01/11		138,000
	20,000	C	Tenet Healthcare Corp., 7.375%, due 02/01/13		18,475
	518,000	C,L	Tenet Healthcare Corp., 9.875%, due 07/01/14		529,655
	135,000	C,L	Triad Hospitals, Inc., 7.000%, due 11/15/13		136,519
	55,000	C	US Oncology, Inc., 9.000%, due 08/15/12		58,300
					3,410,450
			Holding Companies- Diversified: 0.2%
	360,000	@@,#,C,L	Basell AF SCA, 8.375%, due 08/15/15		371,700
	65,000	@@,C,L	JSG Funding PLC, 7.750%, due 04/01/15		62,725
	400,000	@@,C	Stena AB, 7.500%, due 11/01/13		397,000
					831,425
			Home Builders: 0.2%
	300,000	C,L	Beazer Homes USA, Inc., 8.375%, due 04/15/12		309,750
	50,000	C,L	K Hovnanian Enterprises, Inc., 7.750%, due 05/15/13		50,125
	50,000	C,L	Standard-Pacific Corp., 7.750%, due 03/15/13		49,875
	200,000	C,L	WCI Communities, Inc., 9.125%, due 05/01/12		191,500
	200,000	C	William Lyon Homes, Inc., 10.750%, due 04/01/13		191,500
					792,750

Principal Amount				Value
			Home Furnishings: 0.0%
$	68,000	C,L	Sealy Mattress Co., 8.250%, due 06/15/14	$	71,400
					71,400
			Household Products/ Wares: 0.2%
	50,000	C,L	Church & Dwight Co., Inc., 6.000%, due 12/15/12		49,125
	460,000	C,L	Playtex Products, Inc., 9.375%, due 06/01/11		481,850
	250,000	C,L	Spectrum Brands, Inc., 7.375%, due 02/01/15		217,500
					748,475
			Iron/Steel: 0.1%
	200,000	C,S	AK Steel Corp., 7.750%, due 06/15/12		202,500
	110,000	C	Gibraltar Industries, Inc., 8.000%, due 12/01/15		109,038
	85,000	C	Rathgibson, Inc., 11.250%, due 02/15/14		90,525
					402,063
			Leisure Time: 0.2%
	240,000	C	Leslie's Poolmart, 7.750%, due 02/01/13		240,000
	100,000	@@,C	NCL Corp., 10.625%, due 07/15/14		100,500
	300,000	#,C,L	TDS Investor Corp., 11.875%, due 09/01/16		309,000
					649,500
			Lodging: 1.0%
	400,000	C,S	Boyd Gaming Corp., 8.750%, due 04/15/12		420,000
	400,000	C	Caesars Entertainment, Inc., 7.875%, due 03/15/10		419,000
	375,000	#,C,S	French Lick Resorts & Casino, LLC, 10.750%, due 04/15/14		352,500
	300,000	C	Gaylord Entertainment Co., 8.000%, due 11/15/13		312,750
	300,000	C,L	MGM Mirage, 6.625%, due 07/15/15		287,250
	170,000	C,L	MGM Mirage, 6.750%, due 04/01/13		167,025
	600,000	C,L	MGM Mirage, 8.375%, due 02/01/11		625,500
��	372,000	C	Station Casinos, Inc., 6.500%, due 02/01/14		332,475
	90,000	C	Station Casinos, Inc., 6.875%, due 03/01/16		81,225
	500,000	C,L	Trump Entertainment Resorts, Inc., 8.500%, due 06/01/15		500,000
	726,000	C,L	Wynn Las Vegas, LLC, 6.625%, due 12/01/14		725,093
					4,222,818
			Machinery-Diversified: 0.1%
	140,000	C	Case New Holland, Inc., 7.125%, due 03/01/14		142,800

See Accompanying Notes to Financial Statements
234

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Machinery-Diversified (continued)
$	100,000	C	Case New Holland, Inc., 9.250%, due 08/01/11	$	106,375
	200,000	#,C	Douglas Dynamics, LLC, 7.750%, due 01/15/12		189,000
					438,175
			Media: 2.4%
	200,000	S	Adelphia Communications Corp., 1.040%, due 06/15/11		191,000
	400,000	C,S	Allbritton Communications Co., 7.750%, due 12/15/12		406,000
	300,000	C,S,L	American Media Operations, Inc., 10.250%, due 05/01/09		291,375
	130,000	#,C,S	Block Communications, Inc., 8.250%, due 12/15/15		130,325
	400,000	C	CCH II, LLC, 10.250%, due 09/15/10		419,500
	100,000	C	Charter Communications Holdings II, LLC, 10.250%, due 09/15/10		105,125
	547,000	#,C	Charter Communications Operating, LLC, 8.375%, due 04/30/14		573,666
	94,000	S	CSC Holdings, Inc., 7.625%, due 04/01/11		96,233
	300,000	S	CSC Holdings, Inc., 7.625%, due 07/15/18		293,625
	220,000	C,S	Dex Media East, LLC, 12.125%, due 11/15/12		242,825
	225,000	C,S	Dex Media West, LLC, 9.875%, due 08/15/13		246,375
	1,080,000	C,S	Dex Media, Inc., 8.000%, due 11/15/13		1,117,800
	50,000	C	DirecTV Holdings, LLC, 6.375%, due 06/15/15		48,188
	300,000	C	DirecTV Holdings, LLC, 8.375%, due 03/15/13		313,500
	398,000	C	Echostar DBS Corp., 6.625%, due 10/01/14		389,045
	125,000	C	Echostar DBS Corp., 7.000%, due 10/01/13		125,469
	300,000	C	Echostar DBS Corp., 7.125%, due 02/01/16		301,500
	407,000	C,L	Granite Broadcasting Corp., 9.750%, due 12/01/10		397,843
	240,000	#,C	ION Media Networks, Inc., 11.624%, due 01/15/13		244,200
	55,000	C,L	LIN Television Corp., 6.500%, due 05/15/13		52,663
	395,000	C,L	Mediacom Broadband, LLC, 8.500%, due 10/15/15		401,913
	300,000	C,L	Mediacom, LLC, 9.500%, due 01/15/13		310,500
	850,000	C	Medianews Group, Inc., 6.875%, due 10/01/13		773,500
	340,000	#,C,L	Nielsen Finance, LLC, 3.850%, due 08/01/16		235,875
	590,000	#,C	Nielsen Finance, LLC, 10.000%,due 08/01/14		642,363

Principal Amount				Value
$	400,000	C,L	Primedia, Inc., 8.875%, due 05/15/11	$	410,000
	775,000	C,S	Sinclair Broadcast Group, Inc., 8.000%, due 03/15/12		804,063
	70,000	C,L	Sirius Satellite Radio, Inc., 9.625%, due 08/01/13		69,213
	300,000	C	Vertis, Inc., 9.750%, due 04/01/09		310,500
	100,000	C,L	Vertis, Inc., 10.875%, due 06/15/09		101,000
	340,000	C,L	Xm Satellite Radio, Inc., 9.750%, due 05/01/14		341,700
					10,386,884
			Metal Fabricate/ Hardware: 0.1%
	350,000	C	Trimas Corp., 9.875%, due 06/15/12		340,375
	181,000	#,C	Wolverine Tube, Inc., 7.375%, due 08/01/08		143,895
					484,270
			Mining: 0.8%
	2,505,000	@@	ALROSA Finance SA, 8.875%, due 11/17/14		2,907,120
	330,000	@@,#,C,L	Novelis, Inc., 8.250%, due 02/15/15		320,925
					3,228,045
			Miscellaneous Manufacturing: 0.2%
	90,000	@@,#,C,L	Bombardier, Inc., 8.000%, due 11/15/14		92,700
	252,000	#,C,S	Covalence Specialty Materials Corp., 10.250%, due 03/01/16		231,840
	200,000	C,S	Jacuzzi Brands, Inc., 9.625%, due 07/01/10		213,500
	105,000	#,C	Nutro Products, Inc., 10.750%, due 04/15/14		115,238
	75,000	#,C,L	RBS Global, Inc. and Rexnord Corp., 9.500%, due 08/01/14		78,375
	115,000	#,C	RBS Global, Inc. and Rexnord Corp., 11.750%, due 08/01/16		120,750
					852,403
			Oil & Gas: 1.8%
	50,000	C	Berry Petroleum Co., 8.250%, due 11/01/16		50,313
	850,000	C,S	Chesapeake Energy Corp., 6.875%, due 01/15/16		861,688
	35,000	C	Clayton Williams Energy, Inc., 7.750%, due 08/01/13		32,463
	365,000	@@,C,S	Compton Petroleum Finance Corp., 7.625%, due 12/01/13		354,050
	681,000	C, S	El Paso Production Holding Co., 7.750%, due 06/01/13		715,901
	120,000	C	Forest Oil Corp., 8.000%, due 12/15/11		125,400

See Accompanying Notes to Financial Statements
235

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Oil & Gas (continued)
$	200,000	C	Frontier Oil Corp., 6.625%, due 10/01/11	$	200,500
	325,000	@@,#	Gaz Capital SA, 8.625%, due 04/28/34		418,438
	600,000	C	Newfield Exploration Co., 6.625%, due 09/01/14		603,000
	85,000	C	Pogo Producing Co., 7.875%, due 05/01/13		85,850
	65,000	C	Premcor Refining Group, Inc., 9.500%, due 02/01/13		70,223
	270,000	C	Quicksilver Resources, Inc., 7.125%, due 04/01/16		265,275
	140,000	C,L	Range Resources Corp., 6.375%, due 03/15/15		137,200
	350,000	C	Range Resources Corp., 7.500%, due 05/15/16		360,500
	325,000	#	Sabine Pass LP, 7.250%, due 11/30/13		323,781
	545,000	#	Sabine Pass LP, 7.500%, due 11/30/16		544,319
	650,000	C,S	Stone Energy Corp., 6.750%, due 12/15/14		624,000
	572,000	@@,#	Tengizchevroil Finance Co. SARL, 6.124%, due 11/15/14		573,430
	140,000	C	Tesoro Corp., 6.250%, due 11/01/12		140,000
	340,000	C	Tesoro Corp., 6.625%, due 11/01/15		339,150
	700,000	C	Whiting Petroleum Corp., 7.250%, due 05/01/12		705,250
					7,530,731
			Oil & Gas Services: 0.1%
	85,000	C	Basic Energy Services, Inc., 7.125%, due 04/15/16		84,150
	200,000	C,S	Hanover Compressor Co., 8.625%, due 12/15/10		210,000
					294,150
			Packaging & Containers: 0.9%
	275,000	C	Ball Corp., 6.625%, due 03/15/18		274,313
	145,000	#,C	Berry Plastics Holding Corp., 8.875%, due 09/15/14		147,900
	145,000	#,C,L	Berry Plastics Holding Corp., 9.235%, due 09/15/14		147,538
	250,000	C,L	Crown Americas, LLC and Crown Americas Capital Corp., 7.750%, due 11/15/15		260,625
	500,000	C,L	Graham Packaging Co., Inc., 9.875%, due 10/15/14		507,500
	500,000	C,L	Graphic Packaging International Corp., 8.500%, due 08/15/11		520,000
	100,000	C,L	Graphic Packaging International Corp., 9.500%, due 08/15/13		106,000
	124,000	C,L	Jefferson Smurfit Corp. US, 8.250%, due 10/01/12		121,520

Principal Amount				Value
$	155,000	C	Owens Brockway Glass Container, Inc., 7.750%, due 05/15/11	$	160,038
	200,000	C	Owens Brockway Glass Container, Inc., 8.250%, due 05/15/13		207,750
	72,000	C	Owens Brockway Glass Container, Inc., 8.750%, due 11/15/12		76,680
	418,000	C	Owens Brockway Glass Container, Inc., 8.875%, due 02/15/09		429,495
	375,000	C,L	Solo Cup Co., 8.500%, due 02/15/14		326,250
	630,000	C	Stone Container Corp., 8.375%, due 07/01/12		620,550
	55,000	#,C,L	Tekni-Plex, Inc., 10.875%, due 08/15/12		62,150
					3,968,309
			Pharmaceuticals: 0.1%
	85,000	@@,#,C,L	Angiotech Pharmaceuticals, Inc., 7.750%, due 04/01/14		74,375
	75,000	C	Omnicare, Inc., 6.750%, due 12/15/13		74,438
	90,000	C,L	Omnicare, Inc., 6.875%, due 12/15/15		89,325
					238,138
			Pipelines: 0.8%
	90,000	C	Atlas Pipeline Partners LP, 8.125%, due 12/15/15		92,925
	50,000	C	Copano Energy, LLC, 8.125%, due 03/01/16		52,000
	200,000	C	Dynegy Holdings, Inc., 6.875%, due 04/01/11		201,000
	270,000	L	Dynegy Holdings, Inc., 8.375%, due 05/01/16		284,850
	37,000	C	Dynegy Holdings, Inc., 8.750%, due 02/15/12		39,405
	610,000	L	El Paso Corp., 7.625%, due 09/01/08		631,350
	335,000	C,L	El Paso Corp., 7.875%, due 06/15/12		360,963
	140	#,C	Kern River Funding Corp., 4.893%, due 04/30/18		136
	35,000	C	Pacific Energy Partners LP, 6.250%, due 09/15/15		34,274
	185,000	#,C	Targa Resources, Inc., 8.500%, due 11/01/13		187,313
	583,000		Tennessee Gas Pipeline Co., 7.500%, due 04/01/17		639,048
	120,000	C	Transcontinental Gas Pipe Line Corp., 6.400%, due 04/15/16		121,800
	400,000	C	Williams Cos., Inc., 7.125%, due 09/01/11		418,000
	72,000	C	Williams Cos., Inc., 7.625%, due 07/15/19		77,400
	331,000	C,L	Williams Cos., Inc., 8.750%, due 03/15/32		375,685
					3,516,149

See Accompanying Notes to Financial Statements
236

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Real Estate Investment Trusts: 0.2%
$	300,000		Felcor Lodging LP, 8.500%, due 06/01/11	$	321,000
	50,000	#,C	Host Hotels & Resorts LP, 6.875%, due 11/01/14		50,875
	200,000	C,S	Host Marriott LP, 6.375%, due 03/15/15		198,250
	200,000	C	Host Marriott LP, 6.750%, due 06/01/16		201,250
	105,000	C	Ventas Realty LP, 6.750%, due 04/01/17		108,938
					880,313
			Retail: 0.7%
	430,000	C,L	Bon-Ton Stores, Inc., 10.250%, due 03/15/14		441,825
	70,000	#,C	Buffets, Inc., 12.500%, due 11/01/14		70,875
	200,000	C	Dominos, Inc., 8.250%, due 07/01/11		208,250
	155,000	C,L	Inergy LP, 8.250%, due 03/01/16		163,525
	600,000	@@,C,L	Jean Coutu Group, Inc., 8.500%, due 08/01/14		606,750
	340,000	C,L	Linens 'n Things, Inc., 10.999%, due 01/15/14		331,500
	355,000	C,L	Neiman-Marcus Group, Inc., 9.000%, due 10/15/15		389,169
	180,000	C,L	Neiman-Marcus Group, Inc., 10.375%, due 10/15/15		201,150
	300,000	C,L	Rite Aid Corp., 8.125%, due 05/01/10		307,875
	200,000	C	Rite Aid Corp., 9.500%, due 02/15/11		210,250
					2,931,169
			Semiconductors: 0.5%
	436,000	C	Advanced Micro Devices, Inc., 7.750%, due 11/01/12		453,440
	500,000	C,S	Amkor Technology, Inc., 7.750%, due 05/15/13		461,875
	90,000	#,C	Conexant Systems, Inc., 9.126%, due 11/15/10		91,800
	270,000	#,C	Freescale Semiconductor, 8.875%, due 12/15/14		270,338
	450,000	#,C	Freescale Semiconductor, 9.125%, due 12/15/14		449,438
	360,000	#,C,L	Freescale Semiconductor, 10.125%, due 12/15/16		362,250
					2,089,141
			Sovereign: 0.3%
	710,000	@@,C	Credit Suisse First Boston International for CJSC The EXIM of Ukraine, 8.400%, due 02/09/16		727,750
	530,000	@@	Philippine Government International Bond, 9.500%, due 02/02/30		707,550
					1,435,300

Principal Amount				Value
			Storage/Warehousing: 0.0%
$	25,000	#,C	Mobile Services Group, Inc., 9.750%, due 08/01/14	$	26,250
					26,250
			Telecommunications: 3.0%
	250,000	C	American Cellular Corp., 10.000%, due 08/01/11		265,625
	1,000,000	C,S	American Tower Corp., 7.125%, due 10/15/12		1,032,500
	536,000	C,S	Centennial Cellular Operating Co., 10.125%, due 06/15/13		580,220
	800,000	C	Citizens Communications Co., 6.250%, due 01/15/13		789,000
	175,000	#,C,L	Cricket Communications, Inc., 9.375%, due 11/01/14		185,500
	50,000	C,L	Dobson Cellular Systems, 8.375%, due 11/01/11		52,938
	300,000	C,L	Dobson Communications Corp., 8.875%, due 10/01/13		307,125
	55,000	C	Dobson Communications Corp., 9.624%, due 10/15/12		56,375
	45,000	@@,#,C	Intelsat Bermuda Ltd., 11.250%, due 06/15/16		49,613
	100,000	@@,C	Intelsat Subsidiary Holding Co., Ltd., 8.250%, due 01/15/13		102,000
	255,000	@@,C,L	Intelsat Subsidiary Holding Co., Ltd., 8.625%, due 01/15/15		266,475
	315,000	#,C	Level 3 Financing, Inc., 9.250%, due 11/01/14		322,875
	840,000	S	Lucent Technologies, Inc., 6.450%, due 03/15/29		779,100
	285,000	C	Nextel Communications, Inc., 6.875%, due 10/31/13		288,236
	932,000	C	Nextel Communications, Inc., 7.375%, due 08/01/15		956,615
	50,000	C	Nextel Partners, Inc., 8.125%, due 07/01/11		52,313
	85,000	@@,#,C,L	Nordic Telephone Co. Holdings ApS, 8.875%, due 05/01/16		91,375
	88,000	@@,#	Nortel Networks Ltd., 9.624%, due 07/15/11		93,170
	80,000	@@,C	NTL Cable PLC, 9.125%, due 08/15/16		84,900
	800,000	C	PanAmSat Corp., 9.000%, due 08/15/14		849,000
	180,000	#,C	PanAmSat Corp., 9.000%, due 06/15/16		191,475
	200,000	C,L	Qwest Capital Funding, Inc., 7.250%, due 02/15/11		205,250
	300,000	C,L	Qwest Capital Funding, Inc., 7.900%, due 08/15/10		313,875
	175,000	C,L	Qwest Corp., 7.500%, due 10/01/14		186,375

See Accompanying Notes to Financial Statements
237

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Telecommunications (Continued)
$	850,000	C	Qwest Corp., 8.875%, due 03/15/12	$	950,938
	568,000	@@,C	Rogers Wireless, Inc., 7.500%, due 03/15/15		619,120
	500,000	C,L	Rural Cellular Corp., 9.750%, due 01/15/10		516,250
	400,000	C	Rural Cellular Corp., 9.875%, due 02/01/10		427,500
PEN	1,194,600	@@,#	Telefonica del Peru SAA, 8.000%, due 04/11/16		412,035
$	480,000	C,L	Time Warner Telecom Holdings, Inc., 9.250%, due 02/15/14		515,400
	40,000	C,L	Valor Telecommunications Enterprises, LLC/Finance Corp., 7.750%, due 02/15/15		43,250
	310,000	#,C	West Corp., 9.500%, due 10/15/14		311,550
	135,000	#,C	West Corp., 11.000%, due 10/15/16		137,025
	130,000	#,C,L	Windstream Corp., 8.125%, due 08/01/13		141,375
	530,000	#,C	Windstream Corp., 8.625%, due 08/01/16		583,000
					12,759,373
			Textiles: 0.1%
	200,000	C,L	Collins & Aikman Floor Cover, 9.750%, due 02/15/10		205,500
	353,000	#,C	Invista, 9.250%, due 05/01/12		380,358
					585,858
			Transportation: 0.0%
	100,000	C	PHI, INC., 7.125%, due 04/15/13		97,250
					97,250
			Trucking & Leasing: 0.0%
	170,000	C	Greenbrier Cos., Inc., 8.375%, due 05/15/15		173,825
					173,825
Total Corporate Bonds/Notes (Cost $122,923,036)					124,210,340
U.S. GOVERNMENT AGENCY OBLIGATIONS: 20.2%
			Federal Home Loan Mortgage Corporation: 5.1%
	680,167	C,S,^	0.800%, due 07/15/25		23,935
	975,882	C,^	0.800%, due 07/15/35		27,059
	873,866	C,S,^	2.300%, due 03/15/29		58,033
	936,077	C,S,^	2.350%, due 03/15/29		64,577
	1,141,457	C	3.300%, due 11/15/26		1,104,780
	263,872	C	3.500%, due 09/15/25		257,289
	1,184,243	C,^	3.600%, due 08/15/29		117,189
	500,000	S	3.625%, due 02/15/07		499,146
	565,000	S	4.125%, due 07/12/10		551,041
	542,379	S	4.500%, due 02/01/18		524,527
	995,448		4.500%, due 05/01/19		960,773

Principal Amount				Value
$	240,785	S	4.500%, due 02/01/20	$	232,173
	480,000	W	5.000%, due 01/15/35		463,200
	145,000	L	5.000%, due 09/16/08		144,921
	54,044		5.000%, due 01/01/20		53,117
	379,655		5.000%, due 02/01/20		373,137
	401,885	C	5.000%, due 04/15/24		400,128
	678,766		5.000%, due 08/01/33		656,299
	927,000	C	5.000%, due 02/15/35		867,375
	214,196	C	5.133%, due 08/15/35		215,343
	4,350,000	L	5.250%, due 07/18/11		4,406,472
	290,392	S	5.500%, due 01/01/18		290,977
	24,174	C,S	5.500%, due 03/15/22		24,148
	482,511	S	5.500%, due 12/01/32		478,171
	511,982	S	5.500%, due 12/01/34		507,021
	115,345	C	5.730%, due 05/15/36		115,831
	358,224	C	5.800%, due 02/15/29		362,161
	561,915	C	5.850%, due 01/15/33		570,137
	690,397	S	6.000%, due 04/01/17		700,458
	1,072,159	S	6.000%, due 09/01/24		1,085,629
	460,000	C	6.000%, due 05/15/31		463,092
	290,602	S	6.000%, due 02/01/34		293,058
	357,726	C	6.330%, due 02/15/32		366,479
	140,837	C	6.350%, due 02/15/32		144,133
	261,073	C	6.350%, due 03/15/32		267,968
	79,235	S	6.500%, due 04/01/18		81,140
	488,807		6.500%, due 04/01/21		500,656
	144,633		6.500%, due 02/01/22		148,240
	146,446		6.500%, due 09/01/22		150,098
	251,663	C	6.500%, due 04/15/28		257,256
	101,717	C,S	6.500%, due 06/15/31		103,982
	334,679	C	6.500%, due 06/15/32		348,713
	42,743	S	6.500%, due 08/01/32		43,759
	144,231	S	6.500%, due 07/01/34		147,091
	500,000	S	6.625%, due 09/15/09		521,071
	455,501	C	6.750%, due 02/15/24		471,118
	611,875	C	7.000%, due 09/15/26		637,737
	103,255	C,S,^	7.000%, due 03/15/28		18,839
	609,525	C,S,^	7.000%, due 04/15/28		111,558
	526,653	C	7.500%, due 09/15/22		547,279
					21,758,314
			Federal National Mortgage Association: 14.2%
	87,341		Principal only STRIP, due 09/01/33		63,829
	3,306,507	^	0.700%, due 10/25/35		107,767
	926,530	^	1.120%, due 08/25/36		42,331
	515,378	S,^	1.350%, due 05/25/35		25,224
	895,074	^	1.350%, due 10/25/35		48,997
	176,399	S,^	1.400%, due 05/25/35		7,756
	431,286	S,^	1.430%, due 08/25/25		25,090
	1,750,428	^	1.850%, due 05/25/36		152,758
	1,397,507	S,^	2.400%, due 07/25/31		118,824
	726,968	^	2.400%, due 02/25/32		61,668
	296,326	^	2.600%, due 07/25/32		25,491
	542,398	S,^	2.750%, due 12/25/33		67,061
	173,089	S,^	2.900%, due 02/25/33		18,178
	425,397		3.000%, due 04/25/13		416,570
	232,306		3.000%, due 06/25/22		228,341
	150,140	C	3.500%, due 10/15/22		147,328
	145,000	S	4.000%, due 02/28/07		144,745
	160,980	C	4.000%, due 05/15/24		158,652
	321,019		4.000%, due 03/25/25		315,333
	1,594,616		4.500%, due 09/01/18		1,542,571

See Accompanying Notes to Financial Statements
238

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Federal National Mortgage Association (continued)
$	113,373	S	4.500%, due 03/01/19	$	109,673
	389,823	S	4.500%, due 02/01/20		376,637
	628,094		4.500%, due 07/25/24		621,379
	400,000	S	4.500%, due 08/25/25		369,312
	865,863		4.583%, due 06/25/36		839,223
	2,050,000	L	4.625%, due 01/15/08		2,038,377
	1,005,000		4.750%, due 12/15/10		999,466
	193,554		4.950%, due 03/25/36		192,231
	2,110,000	W	5.000%, due 01/12/36		2,037,469
	1,600,000	L	5.000%, due 10/15/11		1,605,234
	471,368		5.000%, due 12/01/17		465,006
	274,271		5.000%, due 02/01/18		270,321
	1,064,139		5.000%, due 03/01/18		1,048,813
	903,762		5.000%, due 04/01/18		890,745
	270,732		5.000%, due 06/01/18		266,832
	294,911		5.000%, due 07/01/18		290,931
	393,780	S	5.000%, due 11/01/18		388,108
	626,859	S	5.000%, due 08/01/19		617,128
	1,281,000	W	5.000%, due 01/15/20		1,259,383
	204,244		5.000%, due 12/01/32		197,703
	907,603		5.000%, due 06/01/33		878,235
	270,666		5.000%, due 07/01/33		261,908
	500,231		5.000%, due 08/01/33		484,044
	87,341	^	5.000%, due 09/01/33		21,064
	2,078,505		5.000%, due 11/01/33		2,011,248
	230,131	S	5.000%, due 04/01/34		222,684
	518,000	S	5.060%, due 01/31/07		515,834
	1,325,000	W	5.500%, due 01/12/36		1,309,680
	391,663	S	5.500%, due 09/01/19		392,067
	143,000	W	5.500%, due 01/15/20		143,000
	698,000	S	5.500%, due 03/25/23		681,992
	992,000	S	5.500%, due 04/25/23		970,508
	464,781	S	5.500%, due 09/01/24		462,451
	160,000		5.500%, due 11/25/25		154,144
	500,000		5.500%, due 12/25/26		501,258
	645,791		5.500%, due 08/25/27		646,674
	673,944	S	5.500%, due 02/01/33		667,423
	198,696	S	5.500%, due 03/01/33		196,733
	1,807,247	^	5.500%, due 06/25/33		370,096
	1,861,210	S	5.500%, due 07/01/33		1,842,819
	274,854	S	5.500%, due 11/01/33		272,138
	159,060	S	5.500%, due 12/01/33		157,488
	917,780	^	5.500%, due 12/01/33		212,065
	326,984	S	5.500%, due 02/01/34		323,581
	56,323		5.750%, due 11/25/33		56,683
	1,683,915		5.850%, due 12/25/31		1,704,064
	1,678,000	S	6.000%, due 05/15/11		1,748,862
	263,282		6.000%, due 03/25/17		266,864
	4,553,000	W	6.000%, due 01/15/19		4,617,024
	610,000		6.000%, due 04/25/23		615,369
	803,962		6.000%, due 07/01/24		813,545
	113,359		6.000%, due 09/01/24		114,711
	500,346		6.000%, due 12/01/28		506,203
	961,162		6.000%, due 11/01/29		973,379
	310,236		6.000%, due 01/25/32		313,944
	1,068,293	S	6.000%, due 09/01/32		1,078,375
	229,670	S	6.000%, due 11/01/32		231,992
	508,089	^	6.000%, due 02/01/33		106,763
	824,950		6.000%, due 04/01/33		832,163
	1,459,109	^	6.000%, due 10/01/33		331,558
	197,332	^	6.000%, due 12/01/33		44,749
	911,986	^	6.000%, due 08/01/35		192,698
	346,404	^	6.000%, due 09/01/35		73,831
	280,000		6.350%, due 12/25/31		286,041

Principal Amount				Value
$	144,471	C	6.350%, due 02/15/32	$	148,439
	200,032		6.350%, due 04/25/32		205,627
	837,078		6.350%, due 09/25/32		856,617
	418,550		6.350%, due 12/25/32		431,231
	3,963,000	W	6.500%, due 01/15/35		4,038,543
	614,097		6.500%, due 06/01/17		629,290
	401,835		6.500%, due 10/25/28		413,166
	318,174		6.500%, due 11/01/28		326,679
	162,578	S	6.500%, due 12/01/28		166,924
	152,879		6.500%, due 04/25/29		157,287
	877,773		6.500%, due 12/01/29		901,493
	474,681		6.500%, due 09/25/30		487,822
	274,161		6.500%, due 04/01/31		281,489
	273,928	S	6.500%, due 10/25/31		279,954
	134,162		6.500%, due 01/25/32		138,013
	319,159		6.500%, due 04/25/32		326,591
	43,889	S	7.000%, due 09/01/14		45,175
	149,629	S	7.000%, due 11/01/17		154,037
	243,482	S,^	7.000%, due 02/01/28		54,491
	330,185	^	7.000%, due 03/25/33		73,855
	379,617		7.000%, due 04/01/33		392,183
	266,860	^	7.000%, due 04/25/33		59,024
	747,817		7.000%, due 04/01/34		772,220
	1,140,000		7.250%, due 01/15/10		1,213,666
	332,264	^	7.500%, due 01/01/24		78,349
	180,805		7.500%, due 09/01/32		188,757
	440,122		7.500%, due 01/01/33		459,603
					60,490,962
			Government National Mortgage Association: 0.6%
	525,638		5.000%, due 04/15/34		511,716
	368,957		5.500%, due 04/15/33		367,725
	80,834		5.500%, due 07/15/33		80,564
	168,492		5.500%, due 04/15/34		167,840
	411,354		6.000%, due 10/20/34		416,436
	573,869	C	6.500%, due 12/16/31		592,499
	153,790		6.500%, due 02/20/35		157,266
	296,054	C	8.000%, due 01/16/30		311,881
					2,605,927
			Other U.S. Government Agencies: 0.3%
	2,233,000	S,Æ	Resolution Funding Corp. Discount STRIP 7.190%, due 01/15/21		1,102,894
					1,102,894
Total U.S. Government Agency Obligations (Cost $86,418,355)					85,958,097
U.S. TREASURY OBLIGATIONS: 1.1%
			U.S. Treasury Bonds: 0.3%
	55,000	L	4.500%, due 02/15/36		52,319
	310,000	L	5.375%, due 02/15/31		332,160
	730,000	L	6.250%, due 05/15/30		869,841
					1,254,320
			Treasury Inflation Protected Securities: 0.5%
	2,235,000	L	2.500%, due 07/15/16		2,250,947
					2,250,947

See Accompanying Notes to Financial Statements
239

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount					Value
				U.S. Treasury Notes: 0.3%
$	1,000,000	L		4.250%, due 11/30/07	$	993,438
						993,438
Total U.S. Treasury Obligations (Cost $4,555,217)						4,498,705
ASSET-BACKED SECURITIES: 1.7%
				Automobile Asset-Backed Securities: 0.3%
	40,000	#,C		AESOP Funding II, LLC, 5.410%, due 04/20/09		40,040
	240,000	C		BMW Vehicle Owner Trust, 5.300%, due 05/26/09		239,887
	410,000	C		Daimler Chrysler Auto Trust, 5.250%, due 05/08/09		409,616
	48,937	C		Ford Credit Auto Owner Trust, 3.480%, due 11/15/08		48,662
	58,647	C		Ford Credit Auto Owner Trust, 4.240%, due 03/15/08		58,628
	115,487	C		GS Auto Loan Trust, 4.320%, due 05/15/08		115,470
	112,324	C		Nissan Auto Receivables Owner Trust, 4.140%, due 01/15/08		112,271
	150,000	@@,#,C		Taganka Car Loan Finance PLC, 8.650%, due 11/14/13		150,000
						1,174,574
				Home Equity Asset-Backed Securities: 0.5%
	140,000	+,	C,S	ACE Securities Corp., 5.530%, (step rate 5.680%), due 11/25/35		140,137
	480,000	+,	C,L	Argent Securities, Inc., 5.830%, (step rate 6.280%), due 05/25/34		481,713
	245,410	+,	C,S	Centex Home Equity, 4.140%, (step rate 4.640%), due 03/25/28		243,830
	63,792	+,	C	Centex Home Equity, 5.040%, (step rate 5.540%), due 10/25/35		63,573
	250,000	C		Centex Home Equity, 5.450%, due 06/25/36		250,193
	90,000	C		HFC Home Equity Loan Asset-Backed Certificates, 5.460%, due 03/20/36		90,000
	130,212	C		HFC Home Equity Loan Asset-Backed Certificates, 5.610%, due 01/20/35		130,423
	310,000	C		MASTR Asset-Backed Securities Trust, 5.420%, due 08/25/36		309,903
	330,000	C		Option One Mortgage Loan Trust, 5.450%, due 07/25/36		330,000
	240,000	C		Residential Asset Securities Corp., 5.420%, due 09/25/36		239,963
						2,279,735

Principal Amount						Value
					Other Asset-Backed Securities: 0.9%
$	155,974	C,S			Ameriquest Mortgage Securities, Inc., 5.410%, due 04/25/36	$	156,086
	130,000	C			Ameriquest Mortgage Securities, Inc., 5.420%, due 10/25/36		129,959
	200,000	C			Argent Securities, Inc., 5.450%, due 06/25/36		200,153
	136,073	C			Chase Funding Mortgage Loan Asset-Backed Certificates, 5.630%, due 02/25/33		136,279
	140,000	C			Citigroup Mortgage Loan Trust, Inc., 5.450%, due 10/25/36		140,089
	60,000	C,S			Countrywide Asset-Backed Certificates, 5.363%, due 05/25/36		59,785
	100,000	C			Countrywide Asset-Backed Certificates, 5.382%, due 05/25/36		99,669
	230,000				Countrywide Asset-Backed Certificates, 5.470%, due 01/00/00		230,000
	114,372	C			Countrywide Asset-Backed Certificates, 5.510%, due 02/25/36		114,460
	108,874	C			Countrywide Asset-Backed Certificates, 5.550%, due 05/25/36		108,997
	101,075	C			First Franklin Mortgage Loan Asset-Backed Certificates, 5.400%, due 04/25/36		101,145
	190,000	C			First Franklin Mortgage Loan Asset-Backed Certificates, 5.410%, due 07/25/36		190,121
	100,000	C			First Franklin Mortgage Loan Asset-Backed Certificates, 5.430%, due 06/25/36		100,000
	410,000	C,S			First Franklin Mortgage Loan Asset-Backed Certificates, 5.560%, (step rate 5.680%), due 11/25/35		410,406
	153,367		+,	C	Lehman XS Trust, 5.180%, due 08/25/35		153,032
	83,590	C			Merrill Lynch Mortgage Investors, Inc., 5.530%, due 04/25/36		83,652
	120,000	C			Morgan Stanley Capital I, 5.610%, due 07/25/35		120,231
	9,300	C			Popular Mortgage Pass- Through Trust, 3.914%, due 05/25/35		9,268
	40,000	C			Popular Mortgage Pass- Through Trust, 4.415%, due 04/25/35		39,623
	100,000	C			Popular Mortgage Pass- Through Trust, 5.680%, due 01/25/36		99,729

See Accompanying Notes to Financial Statements
240

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount					Value
				Other Asset-Backed Securities (continued)
$	137,163	C		Residential Asset Mortgage Products, Inc., 4.450%, due 07/25/28	$	136,207
	102,446	C		Residential Asset Mortgage Products, Inc., 5.430%, due 07/25/36		102,519
	210,000	@@,#		STRT 2006-3A F, 5.353%, due 06/07/11		210,000
	98,816	C		Structured Asset Investment Loan Trust, 5.410%, due 04/25/36		98,884
	7,734	+,	C	Structured Asset Securities Corp., 4.510%, (step rate 5.010%), due 08/25/33		7,686
	142,945	+,	C	Structured Asset Securities Corp., 5.180%, (step rate 5.680%), due 03/25/35		142,597
	190,000	C		Wells Fargo Home Equity Trust, 5.590%, due 07/25/36		190,121
						3,570,698
Total Asset-Backed Securities (Cost $7,028,282)						7,025,007
COLLATERALIZED MORTGAGE OBLIGATIONS: 1.4%
	290,000	C		Banc of America Commercial Mortgage, Inc., 4.501%, due 07/10/43		283,427
	400,000	C		Banc of America Commercial Mortgage, Inc., 5.317%, due 09/10/47		401,304
	17,421	C		Banc of America Mortgage Securities, 4.975%, due 06/25/35		17,392
	163,468	C		Chaseflex Trust, 5.607%, due 09/25/36		163,639
	70,000	+,	C	Citigroup Mortgage Loan Trust, Inc., 5.536%, (step rate 6.036%), due 03/25/36		69,789
	416,514	C		Countrywide Alternative Loan Trust, 6.500%, due 08/25/32		421,069
	328,108	C		Deutsche Alternative-A Securities, Inc. Alternate Loan Trust, 5.961%, due 06/25/36		327,510
	398,639	C		Deutsche Alternative-A Securities, Inc. Alternate Loan Trust, 6.005%, due 10/25/36		398,640
	95,097	C		Deutsche Alternative-A Securities, Inc. Alternate Loan Trust, 6.360%, due 07/25/36		95,123
	170,000	C		GE Capital Commercial Mortgage Corp., 4.853%, due 07/10/45		168,099

Principal Amount						Value
$	233,000	C			GMAC Commercial Mortgage Securities, Inc., 7.090%, due 05/15/30	$	244,603
	80,000	C			Greenwich Capital Commercial Funding Corp., 4.305%, due 08/10/42		77,931
	408,000	C			Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37		406,804
	390,000	C			GS Mortgage Securities Corp. II, 5.479%, due 11/10/39		393,720
	70,000	C			JP Morgan Chase Commercial Mortgage Securities Corp., 4.575%, due 07/15/42		68,581
	240,000	C			JP Morgan Chase Commercial Mortgage Securities Corp., 4.790%, due 10/15/42		236,509
	200,000	C			LB-UBS Commercial Mortgage Trust, 4.885%, due 09/15/30		198,197
	118,121		+,	C	MASTR Alternative Loans Trust, 4.700%, (step rate 5.200%), due 08/25/34		117,185
	43,957	C			MASTR Alternative Loans Trust, 6.000%, due 07/25/34		43,764
	137,706	C			Residential Accredit Loans, Inc., 5.750%, due 01/25/33		137,099
	385,085	C			Residential Accredit Loans, Inc., 6.000%, due 05/25/36		384,394
	460,882	C			Residential Accredit Loans, Inc., 6.000%, due 09/25/36		459,306
	404,960	C			Residential Asset Securitization Trust, 6.000%, due 09/25/36		403,902
	150,000	C			Wachovia Bank Commercial Mortgage Trust, 4.782%, due 03/15/42		148,038
	296,000				Wachovia Bank Commercial Mortgage Trust, 5.275%, due 11/15/48		296,099
	70,834	C			Washington Mutual Alternative Mortgage Pass-Through Certificates, 4.673%, due 05/25/35		70,687
	117,847	C			Washington Mutual, Inc., 5.600%, due 07/25/45		118,153
							6,150,964
Total Collateralized Mortgage Obligations (Cost $6,183,586)							6,150,964

See Accompanying Notes to Financial Statements
241

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
OTHER BONDS: 22.0%
			Foreign Government Bonds: 21.1%
ARS	7,983,000	@@,I	Argentina Bonos, 0.000%, due 09/30/14	$	2,874,094
ARS	1,003,200	@@,I	Argentina Government International Bond, 2.000%, due 02/04/18		529,018
$	1,281,000	@@,X	Argentina Government International Bond, 5.590%, due 08/03/12		1,209,056
EUR	515,000	@@	Belgium Government International Bond, 5.000%, due 03/28/35		775,871
	565,000	@@	Brazil Government International Bond, 10.500%, due 07/14/14		716,138
$	3,815,000	@@,X	Brazil Government International Bond, 8.000%, due 01/15/18		4,243,043
	2,235,000	@@	Brazil Government International Bond, 8.875%, due 10/14/19		2,732,288
EUR	2,005,000	@@	Bundesrepublik Deutschland, 4.000%, due 01/04/37		2,611,087
CAD	3,450,000	@@,L	Canadian Government International Bond, 4.000%, due 09/01/10		2,960,169
$	80,000	@@	Colombia Government International Bond, 10.750%, due 01/15/13		99,400
COP	435,000,000	@@	Colombia Government International Bond, 11.750%, due 03/01/10		209,785
$	303,000	@@	Costa Rica Government International Bond, 9.995%, due 08/01/20		398,445
DKK	1,200,000	@@	Denmark Government International Bond, 4.000%, due 08/15/08		212,561
DKK	1,135,000	@@	Denmark Government International Bond, 4.000%, due 11/15/10		201,370
DKK	835,000	@@	Denmark Government International Bond, 4.000%, due 11/15/15		148,745
DKK	305,000	@@	Denmark Government International Bond, 7.000%, due 11/10/24		74,006
$	362,290	@@,#	Dominican Republic International Bond, 9.500%, due 09/27/11		391,092
	440,000	@@,#	El Salvador Government International Bond, 7.650%, due 06/15/35		500,500
	1,195,000	@@	Federal Republic Of Brazil, 8.750%, due 02/04/25		1,477,618
EUR	2,025,000	@@	France Government International Bond OAT, 3.250%, due 04/25/16		2,521,789
EUR	1,410,000	@@	France Government International Bond OAT, 4.000%, due 04/25/55		1,836,955

Principal Amount				Value
EUR	1,130,000	@@	French Discount T-Bill, 3.690%, due 05/10/07	$	1,472,513
EUR	3,400,000	@@	German Treasury Bill, 3.500%, due 03/14/07		4,456,870
EUR	1,185,000	@@	Hellenic Republic Government International Bond, 4.600%, due 05/20/13		1,606,976
$	930,000	@@,#	Indonesia Government International Bond, 6.750%, due 03/10/14		975,338
	50,000	@@,#	Indonesia Government International Bond, 7.250%, due 04/20/15		54,125
	480,000	@@,#,L	Indonesia Government International Bond, 8.500%, due 10/12/35		596,400
ILS	7,770,000	@@,X	Israel Government International Bond, 7.500%, due 03/31/14		2,154,862
EUR	1,960,000	@@	Italy Certificati di Credito del Tesoro, 4.000%, due 07/01/09		2,600,483
JPY	129,000,000	@@	Japan Government Ten Year Bond, 1.500%, due 03/20/15		1,078,187
JPY	278,834,000	@@	Japanese Government CPI Linked Bond, 0.800%, due 03/10/16		2,270,363
MYR	2,280,000	@@	Malaysian Government, 4.720%, due 09/30/15		692,569
MXN	8,010,000	@@	Mexico Government International Bond, 10.000%, due 11/20/36		963,157
$	320,000	@@,L	Mexico Government International Bond, 7.500%, due 01/14/12		351,520
NGN	50,900,000	@@	Nigeria Treasury Bond, 11.990%, due 12/22/13		396,965
NGN	17,400,000	@@	Nigeria Treasury Bond, 12.740%, due 10/27/13		141,537
NGN	31,000,000	@@	Nigeria Treasury Bond, 12.990%, due 09/29/11		255,269
$	1,340,000	@@	Oriental Republic of Uruguay, 7.625%, due 03/21/36		1,480,700
	1,914,000	@@	Panama Government International Bond, 7.250%, due 03/15/15		2,081,475
	450,000	@@	Panama Government International Bond, 9.375%, due 04/01/29		603,000
PEN	2,310,000	@@	Peru Bono Soberano, 8.600%, due 08/12/17		861,157
PEN	270,000	@@	Peru Government International Bond, 12.250%, due 08/10/11		106,077
$	196,840	@@,C	Peru Government International Bond, 5.000%, due 03/07/17		196,348
PEN	5,800,000	@@	Peru Government International Bond, 7.840%, due 08/12/20		2,086,141

See Accompanying Notes to Financial Statements
242

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Foreign Government Bonds (continued)
PEN	575,000	@@	Peru Government International Bond, 8.200%, due 08/12/26	$	214,190
$	423,000	@@,L	Peru Government International Bond, 9.875%, due 02/06/15		536,364
PEN	3,335,000	@@	Peru Government International Bond, 9.910%, due 05/05/15		1,309,994
$	1,225,000	@@	Philippine Government International Bond, 7.750%, due 01/14/31		1,396,500
	745,000	@@,L	Philippine Government International Bond, 9.000%, due 02/15/13		864,200
PLN	2,050,000	@@	Poland Government International Bond, 4.070%, due 08/12/07		689,049
PLN	2,130,000	@@	Poland Government International Bond, 4.250%, due 05/24/11		713,344
PLN	2,650,000	@@	Poland Government International Bond, 5.000%, due 10/24/13		907,786
PLN	635,000	@@	Poland Government International Bond, 5.750%, due 09/23/22		228,929
	5,273,000	@@	Republic Of Argentina, 7.000%, due 03/28/11		5,325,730
	265,000	@@,X	Republic Of Argentina, 7.000%, due 09/12/13		260,813
	1,030,000	@@	Republic Of Brazil, 6.000%, due 01/17/17		1,017,125
COP	4,836,000,000	@@	Republic Of Colombia, 12.000%, due 10/22/15		2,561,341
$	1,280,000	@@,L	Republic of Colombia, 7.375%, due 09/18/37		1,377,280
	1,795,000	@@,S,L	Republic of Colombia, 8.125%, due 05/21/24		2,082,200
	1,920,000	@@	Republic of Turkey, 7.000%, due 09/26/16		1,957,114
UYU	11,880,000	@@	Republica Orient Uruguay, 5.000%, due 09/14/18		536,459
$	220,000	@@	Russian Ministry of Finance, 3.000%, due 05/14/11		199,030
EUR	785,000	@@	Spain Government International Bond, 3.800%, due 01/31/17		1,019,075
EUR	1,565,000	@@	Spain Letras Del Tesoro, 3.820%, due 10/19/07		2,004,886
EUR	1,395,000	@@	TREASURY CERTIFICATES, 3.640%, due 05/10/07		1,818,184
	160,000	@@	Turkey Government International Bond, 11.000%, due 01/14/13		196,800
$	240,000	@@	Turkey Government International Bond, 7.250%, due 03/15/15		249,300
	740,000	@@	Turkey Government International Bond, 9.500%, due 01/15/14		865,800

Principal Amount				Value
$	378,000	@@,L	Ukraine Government International Bond, 7.650%, due 06/11/13	$	407,824
GBP	740,000	@@	United Kingdom Gilt, 4.000%, due 03/07/09		1,414,695
GBP	725,000	@@	United Kingdom Gilt, 5.000%, due 03/07/08		1,416,764
GBP	940,000	@@	United Kingdom Gilt, 6.000%, due 12/07/28		2,249,726
$	1,335,000	@@	Uruguay Government International Bond, 8.000%, due 11/18/22		1,521,900
					89,547,464
			Regional (state/ province): 0.9%
MYR	1,920,000	@@	Johor Corp., 1.000%, due 07/31/12		564,818
AUD	3,930,000	@@	New South Wales Treasury Corp., 8.000%, due 03/01/08		3,156,843
$	375,000	@@,#	Provincia DEL Neuquen Titulo Provincial, 8.656%, due 10/18/14		389,063
					4,110,724
Total Other Bonds (Cost $89,144,562)					93,658,188
OTHER STRUCTURED PRODUCTS 16.1%
EUR	250,000	#	Aiolos Ltd. Floating Rate Catastrophe Linked Nts (3-month EUR-EURIBOR +4.75%), 04/08/09		326,810
$	400,000		Atlantic & Western Re Ltd. Series B Floating Rate Catastrophe Linked Nts. (3-month USD-LIBOR +10%), 11/15/10		389,896
RUB	200,000,000		Barclays Bank PLC - RUB Currency Linked Nts., 5.16%*, 08/18/08		6,960,552
$	250,000	#	Calabash Re Ltd. Class A-1 Floating Rate Catastrophe Linked Nts., (3-month USD-LIBOR), 06/01/09		253,400
	250,000	#	Cascadia Ltd.Floating Rate Catastrophe Linked Nts (3-month USD-LIBOR +3.125%), 06/13/08		246,713
	250,000	#	Cat-Mex Ltd. Class A Floating Rate Catastrophe Linked Nts (3-month USD-LIBOR +2.35%), 5/19/09		250,348
	300,000		Champlain Ltd. Class A Floating Rate Catastrophe Linked Nts. (3-month US-LIBOR +12.75%), 01/07/09		300,615
ARS	170,000		Citigroup Funding Inc. - Argentina Unsecured Inflation Indexed Currency and Credit Linked Nts., Ref Amt x 1.477 Ref Fact x Change in CER Inflation Index x 4%, 05/22/08		152,520

See Accompanying Notes to Financial Statements
243

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
COP	410,000,000		Citigroup Funding Inc. - Colombia (TES) Unsecured Credit Linked Nts., 11%, 07/27/20	$	218,509
DOP	14,100,000		Citigroup Funding Inc. - Dominican Republic Local Market Unsecured Credit Linked Nts. (linked to Dominican Treasury Bills), 11.648%^z, 09/24/07		387,609
DOP	8,200,000		Citigroup Funding Inc. - Dominican Republic Local Market Unsecured Credit Linked Nts.(linked to Dominican Treasury Bills), 14.608%^z, 05/14/07		235,846
DOP	10,940,000		Citigroup Funding Inc. - Dominican Republic Local Market Unsecured Credit Linked Nts.(linked to Dominican Treasury Bills), 15.638%^z, 04/30/07		315,935
DOP	23,990,000		Citigroup Funding Inc. - Dominican Republic Local Market Unsecured Credit Linked Nts.(linked to Dominican Treasury Bills), 15.736%^z, 04/30/07		692,805
DOP	3,500,000		Citigroup Funding Inc. - Dominican Republic Local Market Unsecured Credit Linked Nts., 10.105%^z, 07/02/07		99,360
DOP	7,200,000		Citigroup Funding Inc. - Dominican Republic Local Market Unsecured Credit Linked Nts., 16.15%^z, 03/12/07		210,914
DOP	8,200,000		Citigroup Funding Inc. - Dominican Republic Local Market Unsecured Credit Linked Nts., 16.953%, 03/12/07		254,066
DOP	5,800,000		Citigroup Funding Inc. - Dominican Republic Local Market Unsecured Credit Linked Nts., 22%, 10/03/11		200,762
EGP	1,300,000		Citigroup Funding Inc. - Egypt Currency Indexed Unsecured Credit Linked Nts (linked to Egyptian Treasury Bills), 9.0625%, 02/16/08		227,359
EGP	1,750,000	I	Citigroup Funding Inc. - Egypt Unsecured Credit Linked Nts (linked to Egyptian Treasury Bills), 8.7%^z, 07/12/07		291,169
EGP	6,000,000	I	Citigroup Funding Inc. - Egypt Unsecured Credit Linked Nts (linked to Egyptian Treasury Bills), 9.079%^z, 03/22/07		1,028,045

Principal Amount				Value
EGP	1,670,000	I	Citigroup Funding Inc. - Egypt Unsecured Credit Linked Nts. (linked to Egyptian Treasury Bills), 8.775%^z, 02/22/07	$	288,394
NGN	48,780,000		Citigroup Funding Inc. - Nigeria Unsecured Credit Linked Nts (linked to Nigerian Treasury Bonds), 12.474%^z, 07/22/07		357,556
NGN	96,000,000		Citigroup Funding Inc. - Nigeria Unsecured Credit Linked Nts (linked to Nigerian Treasury Bonds), 14.5%, 03/01/11		804,574
NGN	69,000,000		Citigroup Funding Inc. - Nigeria Unsecured Credit Linked Nts. (linked to Nigerian Treasury Bonds), 14.5%, 04/04/11		579,054
RUB	11,000,000		Citigroup Funding Inc. - Russia Local Market Unsecured Credit Linked Nts., 7.48%, 12/04/08		420,965
ZMK	900,000,000		Citigroup Funding Inc. - Zambia Currency Indexed Unsecured Credit Linked Nts (linked to Zambian Treasury Bills), 10.684%^z, 02/21/07		200,669
ZMK	370,000,000		Citigroup Funding Inc. - Zambia Currency Indexed Unsecured Credit Linked Nts (linked to Zambian Treasury Bills), 10.745%^z, 02/21/07		82,497
DOP	2,616,000		Citigroup Funding Inc.- Dominican Republic Local Market Unsecured Credit Linked Nts., 15.603%^z, 04/23/07		76,483
UAH	300,000		Citigroup Funding Inc.- Ukraine Currency Indexed Unsecured Credit Linked Nts., 11.94%, 01/02/10		63,809
TRY	1,470,000		Credit Suisse First Boston, Nassau - Turkey Series EMG 056 Credit Linked Nts. (linked to Turkish Treasury Bills), 20.853%^z, 07/16/08		770,061
TRY	430,000		Credit Suisse First Boston, Nassau - Turkey Series EMG 059 Credit Linked Nts. (linked to Turkish Treasury Bills), 21.41%^z, 07/16/08		225,256
UAH	4,600,000		Credit Suisse First Boston, Nassau - Ukraine Government Bonds Credit Linked Nts., Series EMG 27, 11.94%, 12/30/09		1,014,094

See Accompanying Notes to Financial Statements
244

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
UAH	400,000		Credit Suisse First Boston, Nassau - Ukraine Series EMG 13 Credit Linked Nts., 11.94%, 12/30/09	$	88,182
UAH	1,440,000		Credit Suisse First Boston, Nassau - Ukraine Series NPC 12 Credit Linked Nts., 11.94%, 12/30/09		317,456
IDR	3,700,000,000		Credit Suisse International - Indonesia Total Return Linked Nts., 12%, 09/16/11		449,636
RUB	10,610,000		Credit Suisse International - Russian Railways Total Return Linked Bonds, 6.67%, 01/22/09		403,434
$	85,000		Deutsche Bank AG- Peru Floating Rate Credit Linked Nts. (6-month USD-LIBOR +1.28%), 02/20/11		88,753
ARS	1,090,000		Deutsche Bank AG, London - Argentina Total Return Credit Linked Nts., 4%, 12/21/11		931,852
MXN	3,899,168		Deutsche Bank AG, London - Arrendadora Capita Corporation SA de CV and The Capita Corporation de Mexico, SA de CV Credit Linked Nts., 9.09%, 01/05/11		361,385
MXN	2,547,341		Deutsche Bank AG, London - Arrendadora Capita Corporation SA de CV and The Capita Corporation de Mexico, SA de CV Credit Linked Nts., 9.52%, 01/05/11		236,684
MXN	2,540,430		Deutsche Bank AG, London - Arrendadora Capita Corporation SA de CV and The Capita Corporation de Mexico, SA de CV Credit Linked Nts., 9.65%, 01/05/11		236,335
BRL	595,000		Deutsche Bank AG, London - Brazil IPCA Total Return Linked Nts., 6%, 08/18/10		423,045
COP	457,000,000		Deutsche Bank AG, London - Colombia Total Return Linked Nts., 13.5%, 09/16/14		253,540
EGP	2,560,000	I	Deutsche Bank AG, London - Egypt Total Return Linked Nts., 10.029%^z, 09/12/07		417,130
RUB	10,900,000		Deutsche Bank AG, London - Federalnaya Setevaya Kompaniya Edinoy Energe Total Return Linked Nts., 7.1%, 12/16/08		415,807

Principal Amount			Value
$	549,961	Deutsche Bank AG, London - Grupo TMM SA, Multiple Reference Entities, Credit Linked Nts., 6%, 09/07/12	$	554,122
KZT	74,290,000	Deutsche Bank AG, London - JSC Halyk Bank of Kazakhstan Total Return Linked Nts., 7.25%, 03/24/09		612,424
RUB	490,000	Deutsche Bank AG, London - Moscow Region Total Return Linked Nts., 9%, 04/21/11		20,349
NGN	19,500,000	Deutsche Bank AG, London - Nigeria Total Return Credit Linked Nts., 12.5%, 02/27/09		162,116
NGN	26,000,000	Deutsche Bank AG, London - Nigeria Total Return Credit Linked Nts., 15%, 01/30/09		229,196
EUR	1,750,000	Deutsche Bank AG, London - Piazza Vittoria Finance Floating Rate Total Return Linked Nts. (3-month EUR - EURIBOR +.7%) 07/30/10		2,317,702
RUB	12,430,000	Deutsche Bank AG, London - Rosselkhozbank Total Return Linked Notes, 6.926%^z, 02/22/08		436,201
RUB	16,580,000	Deutsche Bank AG, London - Sberbank Total Return Linked Nts., 6.588%^z, 02/27/08		582,241
RUB	12,430,000	Deutsche Bank AG, London - Sberbank Total Return Linked Nts., 6.593%^z, 02/20/08		437,052
TRY	4,800,000	Deutsche Bank AG, London - Turkey Total Return Linked Nts., 15.672%^z, 01/26/07		3,355,005
UAH	900,000	Deutsche Bank AG, London - Ukraine Credit Linked Total Return Linked Nts., 5.592%, 05/18/07		180,009
UAH	900,000	Deutsche Bank AG, London - Ukraine Credit Linked Total Return Linked Nts., 5.592%, 05/18/07		180,009
$	420,000	Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts (6-month USD-LIBOR +3.4%), 08/25/10		437,396
	420,000	Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts (6-month USD-LIBOR +3.5%), 02/25/11		437,048

See Accompanying Notes to Financial Statements
245

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
$	420,000		Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts (6-month USD-LIBOR +3.6%), 08/25/11	$	436,972
	420,000		Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts (6-month USD-LIBOR +3.68%), 02/27/12		436,435
	420,000		Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts (6-month USD-LIBOR +3.75%), 08/28/12		435,305
MXN	853,053		Deutsche Bank AG, London - United Mexican States Total Return Linked Nts., 6.1%, 09/27/35		310,954
EUR	2,100,000		Deutsche Bank AG, London Piazza Vittoria Finance Floating Rate Total Return Linked Nts (3-month EUR-EURIBOR +.7%), 07/30/10		2,749,363
$	157,867		Deutsche Bank AG, Singapore - Indonesia Credit Linked Nts., 14.25%, 06/22/13		189,677
	1,189,440	#	Dow Jones CDX Index High Yield Series 4-T1, 8.25%, 06/29/10		1,237,018
	2,055,000	#	Dow Jones CDX Index High Yield Series 7-T1, 8.375%, 12/29/11		2,111,513
RUB	7,890,000		Dresdner Bank AG, London - Lukoil Credit Linked Nts., 7.04%, 12/12/11		300,114
$	505,000		Emblem Finance Co. Limited - Swaziland Floating Rate Credit Linked Nts (3-month USD-LIBOR +4%), 06/20/10		501,314
	310,000	#	Eurus Ltd. Floating Rate Catastrophe Linked Nts. (3-month USD LIBOR +6.25%), 04/08/09		310,682
	360,000	#	Fhu-Jin Ltd. Class B Floating Rate Catastrophe Linked Nts. (3-month USD-LIBOR +3.9%), 08/10/11		363,186
	250,000	#	Foundation Re II Ltd. Series 2006-I, Class G Floating Rate Catastrophe Linked Nts (3-month USD-LIBOR +9.8%), 01/08/09		249,388
	250,000	#	Foundation Re Ltd. Class A Floating Rate Catastrophe Linked Nts., (3-month USD-LIBOR +4.10%), 11/24/08		235,795

Principal Amount				Value
RUB	19,300,000		Goldman Sachs Capital Markets LP - OJSC Russian Agricultural Bank, 8%, 05/13/09	$	743,751
RUB	10,900,000		Goldman Sachs Capital Markets, LP - OJSC Russian Agricultural Bank Credit Linked Nts., 7.25%, 12/23/09		414,047
BRL	679,800		J.P. Morgan (Jersey) Limited - Brazil Credit Linked Nts., 12.08%*, 01/02/15		123,929
BRL	2,430,000		J.P. Morgan (Jersey) Limited - Brazil Credit Linked Nts., 12.683%*, 06/01/13		529,868
BRL	1,480,000		J.P. Morgan (Jersey) Limited - Brazil Credit Linked Nts., 13.553%*, 01/02/15		269,808
BRL	15,272,000		JPMorgan Chase Bank, N.A, London. - Brazil Unsecured Credit Linked Nts., 12.184%*, 01/02/15		2,784,129
COP	6,500,000,000		JPMorgan Chase Bank, N.A. - COP and Colombia Credit Linked Nts., 10.19%*, 01/05/16		1,178,624
COP	2,663,000,000	#	JPMorgan Chase Bank, N.A. - COP and Colombia Credit Linked Nts., 10.218%*, 10/31/16		422,321
COP	2,674,000,000	#	JPMorgan Chase Bank, N.A. - COP and Colombia Credit Linked Nts., 10.218%*, 10/31/16		424,065
ARS	1,565,000		JPMorgan Chase Bank, N.A. - Inflation Linked ARS and Brazil Credit Linked Nts., 2.731%*, 11/30/12		424,813
PEN	1,360,000		JPMorgan Chase Bank, N.A. - PEN and Peru Credit Linked Nts., 8.115%*, 09/02/15		233,689
BRL	1,665,000	#	JPMorgan Chase Bank, N.A., London - Brazil NTN-B Credit Linked Nts., 6%, 05/16/45		1,057,674
COP	4,650,000,000		JPMorgan Chase Bank, N.A., London - Colombian Peso and Colombia Credit Linked Nts., 11.198%*, 08/03/20		577,115
$	500,000	#	Lakeside RE Ltd., Floating Rate Catastrophe Linked Nts., (3-month USD-LIBOR +6.5%, 12/31/09		501,425
COP	392,000,000		LatAm Walker Cayman Trust Series 2006-102 - COP and Colombia Credit Linked Nts., 10.00%, 11/17/16		175,117

See Accompanying Notes to Financial Statements
246

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
RON	98,000		Lehman Brothers Special Financing - Romania Total Return Linked Nts. (Linked to Romanian Treasury Bills), 7.75%, 04/21/08	$	38,147
RON	470,000		Lehman Brothers Special Financing - Romania Total Return Linked Nts. (Linked to Romanian Treasury Bills), 6.75%, 03/11/08		181,011
RON	41,000		Lehman Brothers Special Financing - Romania Total Return Linked Nts. (Linked to Romanian Treasury Bills), 7.25%, 04/19/10		15,728
RON	68,000		Lehman Brothers Special Financing - Romania Total Return Linked Nts. (Linked to Romanian Treasury Bills), 7.5%, 03/06/07		26,498
RON	69,000		Lehman Brothers Special Financing - Romania Total Return Linked Nts. (Linked to Romanian Treasury Bills), 7.75%, 04/21/08		26,859
RUB	10,000,000		Merrill Lynch International - Ensorte Enterprises Limited, 10.5%, 5/12/08		379,860
BRL	2,049,837		Morgan Stanley - Brazil Sr. Credit Linked Nts., 14.4%, 08/04/16		1,144,129
$	3,460,000	#	Morgan Stanley - Philippines Floating Rate Credit Linked Nts. (3-month USD-LIBOR +4.85%), 09/20/15		4,094,391
	290,000	#	Morgan Stanley - Philippines Senior Floating Rate Credit Linked Nts (3-month USD-LIBOR +4.15%), 09/20/15		329,020
	900,000		Morgan Stanley - United Mexican States Floating Rate Credit Linked Nts., (6-month USD LIBOR +1.13%), 11/20/15		913,320
	685,000		Morgan Stanley - Venezuela Floating Rate Credit Linked Nts (6-month USD-LIBOR +2.2%), 05/20/10		704,660
	125,000		Morgan Stanley - Venezuela Floating Rate Credit Linked Nts (6-month USD-LIBOR +3.48%), 11/20/15		136,113
	550,000		Morgan Stanley - Venezuela Floating Rate Credit Linked Nts (6-month USD-LIBOR +4%), 05/20/10		600,105

Principal Amount				Value
KZT	110,000,000		Morgan Stanley Capital Services Inc. - Bank Center Total Return Credit Linked Nts., 7.52%, 06/06/08	$	875,944
RUB	8,020,976		Morgan Stanley Capital Services Inc. - Red Arrow International Leasing PLC Total Return Linked Nts., 11%, 07/06/12		312,549
RUB	9,712,054		Morgan Stanley Capital Services Inc. - Red Arrow International Leasing PLC Total Return Linked Nts., 8.375%, 07/06/12		381,465
$	780,000		Morgan Stanley Capital Services Inc. - WTI Trading Limited Total Return Linked Nts., 0%, 02/06/09		780,000
	1,040,000		Morgan Stanley Capital Services Inc. - WTI Trading Limited Total Return Linked Nts., 0%, 02/06/09		1,040,000
	300,000		Residential Reinsurance Ltd. Series B Floating Rate Catastrophe Linked Nts (3-month USD-LIBOR +8.45%), 06/06/08		277,590
	280,000	#	Successor Euro Wind Ltd. Series A-I Floating Rate Catastrophe Linked Nts. (3-month USD-LIBOR +5.25%), 06/06/08		276,682
	250,000	#	Successor II Ltd. Series A-I Floating Rate Catastrophe Linked Nts (3-month USD-LIBOR +17.50%), 06/06/08		253,288
	630,000	#	Successor Japan Quake Series A-I Floating Rate Catastrophe Linked Nts. (3-month USD-LIBOR +4.25%), 06/06/08		634,001
	1,920,000	#	Trains HY-1-2006, 7.548%, 05/01/16		1,962,582
GHC	2,630,550,000		UBS AG, Jersey - Ghana Credit Linked Nts., 14.47%, 12/28/11		290,317
$	360,000	#	VASCO Re 2006 Ltd. Floating Rate Catastrophe Linked Nts. (3-month USD-LIBOR +8.5%), 06/05/09		365,796
			Total Other Structured Products (Cost $65,751,247)		68,258,900

See Accompanying Notes to Financial Statements
247

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Notional Amount

Value

Positions in Purchased Options: 0.0%

EUR

2,410,000

European Style Currency
Option OTC
Euro (EUR) Call/USD Put
Strike @1.343 - Exp 1/4/07

324

EUR

4,180,000

European Style Currency
Option OTC Euro (EUR)
Call/USD Put Strike
@ 1.3335 - Exp 3/5/07

43,413

TRY

1,780,000

American Style Currency
Option OTC New Turkish
Lira (TRY) Call/Japanese
Yen (JPY) Put Strike
@ 77 - Exp 01/30/2007

64,502

Total Purchased Options
(Cost $129,699)

108,239

Total Long-Term
Investments
(Cost $383,290,318)

390,968,141

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 27.3%

U.S. Government
Agency
Obligations: 7.5%

31,858,000

Federal Home Loan Bank,
4.600%, due 01/02/07

31,849,859

Total U.S. Government
Agency Obligations
(Cost $31,849,859)

31,849,859

U.S. Treasury Bills: 3.1%

13,405,000

4.840%, due 05/10/07

13,174,702

Total U.S. Treasury Bills
(Cost $13,167,377)

13,174,702

Securities Lending
Collateralcc: 16.7%

71,242,896

The Bank of New York
Institutional Cash
Reserves Fund

71,242,896

Total Securities Lending
Collateral
(Cost $71,242,896)

71,242,896

Total Short-Term
Investments
(Cost $116,260,132)

116,267,457

Total Investments in
Securities
(Cost
$499,550,450)*

119.3

507,235,598

Other Assets and
Liabilities - Net

(19.3

)

(82,027,890

)

Net Assets

100.0

425,207,708

@@ Foreign Issuer

ADR American Depositary Receipt

STRIP Seperate 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

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

I Illiquid Security

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

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

^ Interest Only (IO) STRIP

Æ Principal Only (PO) STRIP

Z Indicates Zero Coupon Bond; coupon shown reflects effective yield on the date of purchase

ARS Argentine Peso

AUD Australian Dollar

BRL Brazilian Real

CAD Canadian Dollar

COP Colombian Peso

DKK Danish Krone

DOP Dominican Peso

EGP Egyptian Pound

EUR EU Euro

GBP British Pound

GHC Ghana Cedi

IDR Indonesian Rupiah

ILS Israeli New Shekel

JPY Japanese Yen

KZT Kazakhstan Tenge

MXN Mexican Peso

MYR Malaysian Ringgit

NGN Nigerian Naira

PEN Peruvian Nuevo Sol

PHP Philippine Peso

PLN Polish Zloty

RON Romanian New Leu

RUB Russian Ruble

TRY Turkish Lira

UAH Ukranian Hryvnia

UYU Uruguayan Peso Uruguayo

ZMK Zambian Kwacha

* Cost for federal income tax purposes is $499,689,343.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	10,964,038
Gross Unrealized Depreciation		(3,417,783	)
Net Unrealized Appreciation	$	7,546,255

See Accompanying Notes to Financial Statements
248

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Written Options Outstanding on December 31, 2006:

Description	Counterparty	Exercise Price		Expiration Date	Notional Amount		Premium Received		Value
Currency Option OTC New Turkish Lira (TRY) Put/ Japanese Yen (JPY) Call I	JPMorgan Chase		65	01/30/07	TRY	1,780,000.00	$	30,218	$	—
Currency Option OTC Euro (EUR) Put/USD Call	Lehman Brothers		1.3055	03/05/07	EUR	4,180,000.00		30,932		(32,722	)
							$	61,150	$	(32,722	)

Information concerning open futures contracts at December 31, 2006 is shown below:

Long Contracts	No. of Contracts		Notional Market Value ($)			Expiration Date	Unrealized Gain (Loss)
Amsterdam Exchanges Index		3		393,360		01/19/2007	$	10,259
Canada 10-Year Bond		10		976,032		03/21/2007		(9,500	)
DAX Index		3		658,620		03/16/2007		11,554
Euro-Bund 10-Year Note		23		3,522,791		03/08/2007		(85,501	)
Euro-Schatz 2-Year Note		104		14,204,158		03/08/2007		(81,959	)
Japan 10-Year Bond		6		6,758,540		03/09/2007		(34,849	)
Long Gilt 10-Year Note		16		3,387,465		03/28/2007		(39,761	)
OMXS30		57		960,415		01/26/2007		6,004
S&P/MIB Index		2		551,185		03/16/2007		6,886
U.S. Treasury Long Bond		263		29,308,063		03/21/2007		(621,730	)
				60,720,627			$	(838,597	)
Short Contracts
Australia 10-Year Bond		6		(478,038	)	03/15/2007	$	8,768
CAC40 10 Index		10		(732,229	)	01/19/2007		(13,818	)
Euro-Bobl 5-Year Note		5		(718,236	)	03/08/2007		5,299
FTSE 100 Index		13		(1,582,206	)	03/16/2007		(6,925	)
FTSE/JSE Top 40		15		(491,135	)	03/15/2007		(15,024	)
Japan 10-Year Mini		33		(3,713,869	)	03/08/2007		23,603
NASDAQ 100 E-Mini		40		—		03/16/2007		—
NIKKEI 225 Index		19		(2,757,279	)	03/08/2007		(158,788	)
S&P 500 E-Mini		114		(8,141,880	)	03/16/2007		(9,308	)
U.S. Treasury 10-Year Note		122		(13,111,188	)	03/21/2007		42,675
U.S. Treasury 2-Year Note		51		(10,405,594	)	03/30/2007		24,881
U.S. Treasury 5-Year Note		241		(25,320,063	)	03/30/2007		203,542
				(67,451,716	)		$	104,905

At December 31, 2006 the following forward currency contracts were outstanding for the ING Oppenheimer Strategic Income Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
Argentina Pesos ARS 5,010,000	Buy	01/19/07		USD 1,634,584		1,637,897	$	3,313
Australia Dollars AUD 665,000	Buy	01/10/07		499,980		524,768		24,788
Australia Dollars AUD 710,000	Buy	01/10/07		536,639		560,278		23,639
Australia Dollars AUD 2,450,000	Buy	03/05/07		1,863,299		1,930,527		67,228
Australia Dollars AUD 134,000	Buy	01/16/07		105,190		105,725		535
Brazil Real BRL 10,925,000	Buy	02/21/07		4,721,262		5,070,794		349,532
Brazil Real BRL 1,370,000	Buy	02/21/07		587,731		635,880		48,149
Brazil Real BRL 5,610,000	Buy	08/02/07		2,372,093		2,549,421		177,328
Brazil Real BRL 6,170,000	Buy	08/02/07		2,608,328		2,803,908		195,580
Brazil Real BRL 2,290,000	Buy	09/05/07		982,411		1,040,673		58,262
Brazil Real BRL 5,310,000	Buy	09/05/07		2,277,621		2,413,088		135,467
Brazil Real BRL 5,830,000	Buy	10/02/07		2,524,903		2,649,398		124,495
Brazil Real BRL 3,615,000	Buy	11/05/07		1,582,750		1,642,809		60,059
Brazil Real BRL 3,600,000	Buy	01/03/07		1,636,289		1,684,019		47,730
Brazil Real BRL 3,600,000	Buy	02/02/07		1,656,010		1,674,615		18,605
Canada Dollars CAD 410,000	Buy	01/10/07		364,250		351,691		(12,559	)
Canada Dollars CAD 465,000	Buy	01/16/07		402,946		398,941		(4,005	)
Switzerland Francs CHF 2,310,000	Buy	03/05/07		1,907,136		1,906,695		(441	)
Switzerland Francs CHF 310,000	Buy	03/06/07		256,580		255,899		(681	)
Switzerland Francs CHF 3,775,000	Buy	01/10/07		3,063,079		3,101,046		37,967
Switzerland Francs CHF 1,510,000	Buy	01/10/07		1,217,742		1,240,419		22,677
Switzerland Francs CHF 315,000	Buy	01/10/07		254,124		258,762		4,638
Switzerland Francs CHF 690,000	Buy	01/10/07		546,439		566,813		20,374

See Accompanying Notes to Financial Statements
249

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
Switzerland Francs CHF 1,450,000	Buy	01/10/07		1,173,899		1,191,130	$	17,231
Switzerland Francs CHF 860,000	Buy	01/10/07		716,983		706,463		(10,520	)
Switzerland Francs CHF 129,000	Buy	01/16/07		107,769		106,030		(1,739	)
Chile Pesos CLP 454,000,000	Buy	02/20/07		861,186		852,832		(8,354	)
Chile Pesos CLP 364,000,000	Buy	03/28/07		689,159		683,645		(5,514	)
Dominican Republic Pesos DOP 3,338,801	Buy	01/10/07		100,114		99,815		(299	)
EURO EUR 290,000	Buy	01/31/07		374,970		383,421		8,451
EURO EUR 1,460,000	Buy	03/5/07		1,888,364		1,932,985		44,621
EURO EUR 1,170,000	Buy	03/6/07		1,515,595		1,549,099		33,504
EURO EUR 210,000	Buy	01/31/07		269,157		277,650		8,493
EURO EUR 165,000	Buy	01/31/07		210,243		218,154		7,911
EURO EUR 1,455,000	Buy	01/10/07		1,856,042		1,921,656		65,614
EURO EUR 1,615,000	Buy	01/10/07		2,080,621		2,132,972		52,351
EURO EUR 560,000	Buy	01/10/07		715,394		739,606		24,212
EURO EUR 595,000	Buy	01/10/07		758,536		785,832		27,296
EURO EUR 445,000	Buy	01/10/07		560,286		587,723		27,437
EURO EUR 990,000	Buy	01/10/07		1,268,190		1,307,518		39,328
EURO EUR 720,000	Buy	01/10/07		949,291		950,922		1,631
EURO EUR 2,090,000	Buy	03/6/07		2,795,605		2,767,192		(28,413	)
EURO EUR 1,945,000	Buy	01/16/07		2,581,112		2,569,605		(11,507	)
EURO EUR 1,050,000	Buy	01/10/07		1,376,125		1,386,762		10,637
British Pound Sterling GBP 1,215,000	Buy	01/10/07		2,306,702		2,379,119		72,417
British Pound Sterling GBP 315,000	Buy	01/10/07		590,707		616,809		26,102
British Pound Sterling GBP 35,000	Buy	01/10/07		65,047		68,534		3,487
British Pound Sterling GBP 570,000	Buy	01/10/07		1,076,793		1,116,130		39,337
British Pound Sterling GBP 300,000	Buy	01/10/07		581,223		587,437		6,214
British Pound Sterling GBP 215,000	Buy	01/16/07		423,081		421,014		(2,067	)
Hungary Forint HUF 338,000,000	Buy	01/04/07		1,734,045		1,774,205		40,160
Japanese Yen JPY 274,000,000	Buy	01/10/07		2,386,760		2,305,631		(81,129	)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
Japanese Yen JPY 72,000,000	Buy	01/10/07		619,323		605,859	$	(13,464	)
Japanese Yen JPY 146,000,000	Buy	01/10/07		1,255,849		1,228,548		(27,301	)
Japanese Yen JPY 1,069,000,000	Buy	01/10/07		9,203,537		8,995,328		(208,209	)
Japanese Yen JPY 343,000,000	Buy	01/10/07		2,946,735		2,886,246		(60,489	)
Japanese Yen JPY 404,000,000	Buy	01/10/07		3,470,254		3,399,544		(70,710	)
Japanese Yen JPY 204,000,000	Buy	01/10/07		1,729,400		1,716,602		(12,798	)
Japanese Yen JPY 220,000,000	Buy	03/05/07		1,889,314		1,864,194		(25,120	)
Japanese Yen JPY 306,000,000	Buy	02/28/07		2,662,583		2,591,214		(71,369	)
Japanese Yen JPY 153,000,000	Buy	02/28/07		1,331,210		1,295,607		(35,603	)
Japanese Yen JPY 73,000,000	Buy	01/16/07		627,148		614,787		(12,361	)
Japanese Yen JPY 245,000,000	Buy	01/10/07		2,075,990		2,061,605		(14,385	)
Japanese Yen JPY 247,000,000	Buy	01/10/07		2,092,157		2,078,435		(13,722	)
Korea (South) Won KRW 922,000,000	Buy	01/12/07		976,126		991,654		15,528
Korea (South) Won KRW 1,000,000,000	Buy	02/02/07		1,060,951		1,076,027		15,076
Mexico Pesos MXN 9,900,000	Buy	02/22/07		901,721		914,345		12,624
Mexico Pesos MXN 11,710,000	Buy	02/23/07		1,059,269		1,081,469		22,202
Mexico Pesos MXN 14,910,000	Buy	02/26/07		1,352,185		1,376,836		24,651
Mexico Pesos MXN 14,920,000	Buy	02/27/07		1,346,449		1,377,703		31,254
Malaysia Ringgits MYR 1,520,000	Buy	02/16/07		420,296		431,832		11,536
Malaysia Ringgits MYR 1,530,000	Buy	02/21/07		422,769		434,767		11,998
Norway Krone NOK 5,855,000	Buy	01/10/07		906,347		939,482		33,135
Norway Krone NOK 635,000	Buy	01/10/07		94,880		101,891		7,011
Norway Krone NOK 7,070,000	Buy	01/10/07		1,151,261		1,134,438		(16,823	)
New Zealand Dollars NZD 2,850,000	Buy	03/05/07		1,851,346		2,000,037		148,691
New Zealand Dollars NZD 1,060,000	Buy	03/05/07		681,485		743,874		62,389
New Zealand Dollars NZD 360,000	Buy	03/05/07		234,493		252,636		18,143
Russia Rubles RUR 9,835,000	Buy	03/06/07		375,812		373,683		(2,129	)
Russia Rubles RUR 8,190,000	Buy	03/07/07		313,193		311,183		(2,010	)
Russia Rubles RUR 18,090,000	Buy	03/07/07		689,143		687,339		(1,804	)

See Accompanying Notes to Financial Statements
250

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
Sweden Kronor SEK 1,890,000	Buy	01/10/07		260,262		276,264	$	16,002
Sweden Kronor SEK 13,570,000	Buy	03/05/07		1,927,557		1,990,037		62,480
Thailand Baht THB 46,000,000	Buy	01/17/07		1,225,360		1,290,414		65,054
Turkey New Lira TRY 3,785,000	Buy	01/24/08		2,533,467		2,503,075		(30,392	)
Turkey New Lira TRY 2,855,000	Buy	02/1/08		1,515,232		1,888,053		372,821
Turkey New Lira TRY 65,000	Buy	02/1/08		32,067		42,985		10,918
Turkey New Lira TRY 2,300,000	Buy	01/22/07		1,590,595		1,610,809		20,214
South Africa Rand ZAR 11,700,000	Buy	01/08/07		1,626,355		1,666,675		40,320
							$	2,192,930
Australia Dollars AUD 2,450,000	Sell	03/05/07		1,860,530		1,930,526		(69,996	)
Australia Dollars AUD 3,345,000	Sell	01/10/07		2,521,528		2,639,623		(118,095	)
Australia Dollars AUD 740,000	Sell	01/10/07		554,593		583,952		(29,359	)
Brazil Real BRL 7,865,000	Sell	02/21/07		3,445,783		3,650,507		(204,724	)
Brazil Real BRL 3,600,000	Sell	01/03/07		1,666,667		1,684,019		(17,352	)
Canada Dollars CAD 3,220,000	Sell	01/10/07		2,889,940		2,762,060		127,880
Canada Dollars CAD 370,000	Sell	01/10/07		326,624		317,379		9,245
Switzerland Francs CHF 2,305,000	Sell	01/10/07		1,861,979		1,893,486		(31,507	)
Switzerland Francs CHF 225,000	Sell	01/10/07		182,562		184,831		(2,269	)
Switzerland Francs CHF 1,285,000	Sell	01/10/07		1,016,341		1,055,588		(39,247	)
Switzerland Francs CHF 2,475,000	Sell	01/10/07		1,959,062		2,033,137		(74,075	)
Switzerland Francs CHF 470,000	Sell	01/10/07		371,512		386,090		(14,578	)
Switzerland Francs CHF 70,000	Sell	01/10/07		55,888		57,503		(1,615	)
Switzerland Francs CHF 780,000	Sell	02/15/07		632,409		642,840		(10,431	)
Switzerland Francs CHF 310,000	Sell	03/06/07		251,777		255,899		(4,122	)
Switzerland Francs CHF 2,310,000	Sell	03/05/07		1,877,591		1,906,695		(29,104	)
Switzerland Francs CHF 255,000	Sell	12/19/07		214,918		212,543		2,375
Switzerland Francs CHF 550,000	Sell	12/19/07		462,340		458,425		3,915
Switzerland Francs CHF 490,000	Sell	12/21/07		414,797		408,415		6,382
Switzerland Francs CHF 2,010,000	Sell	01/22/07		1,656,898		1,653,053		3,845

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
China Yuan Renminbi CNY 12,700,000	Sell	01/22/07		1,631,447		1,632,840	$	(1,393	)
Czech Republic Koruny CZK 4,400,000	Sell	12/19/07		212,941		214,240		(1,299	)
Czech Republic Koruny CZK 9,670,000	Sell	12/19/07		466,159		470,842		(4,683	)
Czech Republic Koruny CZK 8,500,000	Sell	12/21/07		414,295		413,874		421
Czech Republic Koruny CZK 36,000,000	Sell	01/22/07		1,736,614		1,732,266		4,348
EURO EUR 665,000	Sell	01/31/07		849,804		879,225		(29,421	)
EURO EUR 1,100,000	Sell	02/7/07		1,421,365		1,454,783		(33,418	)
EURO EUR 160,000	Sell	02/7/07		204,768		211,605		(6,837	)
EURO EUR 655,000	Sell	01/10/07		836,094		865,075		(28,981	)
EURO EUR 1,435,000	Sell	01/10/07		1,832,495		1,895,241		(62,746	)
EURO EUR 10,000	Sell	02/07/07		12,759		13,225		(466	)
EURO EUR 1,840,000	Sell	01/10/07		2,311,298		2,430,135		(118,837	)
EURO EUR 740,000	Sell	01/10/07		928,774		977,337		(48,563	)
EURO EUR 70,000	Sell	01/10/07		88,015		92,451		(4,436	)
EURO EUR 20,000	Sell	02/07/07		25,508		26,450		(942	)
EURO EUR 490,000	Sell	02/15/07		630,263		648,258		(17,995	)
EURO EUR 1,170,000	Sell	03/06/07		1,506,129		1,549,098		(42,969	)
EURO EUR 1,460,000	Sell	03/05/07		1,879,341		1,932,985		(53,644	)
EURO EUR 250,000	Sell	05/21/07		322,125		331,971		(9,846	)
EURO EUR 1,520,000	Sell	01/10/07		2,018,013		2,007,503		10,510
EURO EUR 415,000	Sell	01/10/07		548,962		548,101		861
EURO EUR 4,230,000	Sell	03/06/07		5,586,011		5,600,585		(14,574	)
British Pound Sterling GBP 580,000	Sell	02/07/07		1,096,925		1,135,898		(38,973	)
British Pound Sterling GBP 1,200,000	Sell	01/10/07		2,254,500		2,349,747		(95,247	)
British Pound Sterling GBP 60,000	Sell	02/07/07		112,951		117,507		(4,556	)
British Pound Sterling GBP 35,000	Sell	01/10/07		65,973		68,535		(2,562	)
British Pound Sterling GBP 10,000	Sell	02/07/07		18,999		19,584		(585	)
British Pound Sterling GBP 210,000	Sell	03/27/07		411,944		411,304		640
Hong Kong Dollars HKD 3,220,000	Sell	12/19/07		419,074		416,860		2,214

See Accompanying Notes to Financial Statements
251

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
Hong Kong Dollars HKD 7,160,000	Sell	12/19/07		931,930		926,933	$	4,997
Hong Kong Dollars HKD 6,370,000	Sell	12/21/07		828,648		824,660		3,988
Japanese Yen JPY 130,000,000	Sell	02/07/07		1,156,995		1,098,028		58,967
Japanese Yen JPY 220,000,000	Sell	03/05/07		1,923,371		1,864,194		59,177
Japanese Yen JPY 80,000,000	Sell	01/10/07		689,049		673,177		15,872
Japanese Yen JPY 53,000,000	Sell	01/10/07		455,440		445,980		9,460
Japanese Yen JPY 13,000,000	Sell	02/07/07		111,936		109,803		2,133
Japanese Yen JPY 171,000,000	Sell	01/10/07		1,467,068		1,438,916		28,152
Japanese Yen JPY 249,000,000	Sell	01/10/07		2,125,752		2,095,263		30,489
Japanese Yen JPY 2,000,000	Sell	02/07/07		17,152		16,893		259
Japanese Yen JPY 223,700,000	Sell	02/15/07		1,916,725		1,891,298		25,427
Japanese Yen JPY 220,000,000	Sell	01/10/07		1,893,183		1,851,237		41,946
Japanese Yen JPY 225,000,000	Sell	02/28/07		1,958,225		1,905,305		52,920
Japanese Yen JPY 170,000,000	Sell	02/28/07		1,456,001		1,439,563		16,438
Japanese Yen JPY 306,000,000	Sell	02/28/07		2,621,389		2,591,214		30,175
Japanese Yen JPY 162,000,000	Sell	01/10/07		1,380,039		1,363,184		16,855

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
Japanese Yen JPY 189,000,000	Sell	01/22/07		1,603,053		1,593,035	$	10,018
Norway Krone NOK 750,000	Sell	01/10/07		112,891		120,344		(7,453	)
New Zealand Dollars NZD 510,000	Sell	03/05/07		337,569		357,901		(20,332	)
New Zealand Dollars NZD 2,700,000	Sell	03/05/07		1,774,251		1,894,771		(120,520	)
New Zealand Dollars NZD 1,060,000	Sell	03/05/07		695,752		743,873		(48,121	)
Sweden Kronor SEK 13,570,000	Sell	03/05/07		1,894,296		1,990,037		(95,741	)
Sweden Kronor SEK 1,340,000	Sell	01/10/07		186,770		195,870		(9,100	)
Sweden Kronor SEK 1,320,000	Sell	01/10/07		179,998		192,947		(12,949	)
Sweden Kronor SEK 8,280,000	Sell	01/10/07		1,214,236		1,210,303		3,933
Turkey New Lira TRY 610,000	Sell	02/01/08		338,701		403,402		(64,701	)
Turkey New Lira TRY 610,000	Sell	01/24/08		339,285		403,402		(64,117	)
Turkey New Lira TRY 320,000	Sell	01/24/08		170,213		211,621		(41,408	)
Turkey New Lira TRY 175,000	Sell	02/01/08		93,001		115,730		(22,729	)
Turkey New Lira TRY 2,855,000	Sell	01/24/08		1,518,617		1,888,053		(369,436	)
Turkey New Lira TRY 2,135,000	Sell	02/01/08		1,107,537		1,411,906		(304,369	)
Taiwan New Dollars TWD 55,000,000	Sell	01/04/07		1,696,327		1,688,725		7,602
							$	(1,858,979	)

ING Oppenheimer Strategic Income 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 Finansbank, A.S./USD 6.25% Capital Services Inc. Eurobonds due 3/24/2011 and 6.50	USD% Eurobonds due 3/24/2013⁽¹⁾	Sell		1.30	%	03/24/13	USD	1,290,000	$	(8,488	)
Deutsche Bank AG	Ford Motor Company 7.45% due 7/16/2031	Buy		(3.30	)%	12/20/08	USD	555,000		(10,309	)
Deutsche Bank AG	Ford Motor Company 7.45% due 7/16/2031	Buy		(3.65	)%	12/20/08	USD	365,000		(9,526	)
Deutsche Bank AG	Ford Motor Company 7.45% due 7/16/2031	Buy		(3.05	)%	12/20/08	USD	445,000		(5,942	)
Deutsche Bank AG	Ford Motor Company 7.45% due 7/16/2031	Sell		6.00	%	12/20/16	USD	455,000		8,444
Deutsche Bank AG	Ford Motor Company 7.45% due 7/16/2031	Sell		5.85	%	12/20/16	USD	695,000		6,388
Deutsche Bank AG	Ford Motor Company 7.45% due 7/16/2031	Sell		5.80	%	12/20/16	USD	555,000		3,170
JPMorgan Chase Bank, Ford Motor Company N.A., NY	7.45% due 7/16/2031	Buy		(3.60	)%	12/20/08	USD	365,000		(7,895	)
JPMorgan Chase Bank, Ford Motor Company N.A., NY	7.45% due 7/16/2031	Sell		6.00	%	12/20/16	USD	455,000		7,589
Morgan Stanley Capital Ford Motor Company Services Inc.	7.45% due 7/16/2031	Buy		(3.70	)%	12/20/08	USD	365,000		(9,801	)
Morgan Stanley Capital Ford Motor Company Services Inc.	7.45% due 7/16/2031	Sell		6.15	%	12/20/16	USD	455,000		5,943

See Accompanying Notes to Financial Statements
252

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG	General Motors 7.125% due 7/15/2013	Buy		(2.55	)%	12/20/08	USD	365,000	$	(5,810	)
Deutsche Bank AG	General Motors 7.125% due 7/15/2013	Buy		(2.03	)%	12/20/08	USD	445,000		(2,247	)
Deutsche Bank AG	General Motors 7.125% due 7/15/2013	Sell		4.75	%	12/20/16	USD	365,000		5,339
Deutsche Bank AG	General Motors 7.125% due 7/15/2013	Sell		4.68	%	12/20/16	USD	445,000		3,983
Goldman Sachs Capital General Motors Markets L.P.	7.125% due 7/15/2013	Buy		(2.70	)%	12/20/08	USD	365,000		(6,858	)
Goldman Sachs Capital General Motors Markets L.P.	7.125% due 7/15/2013	Sell		4.95	%	12/20/16	USD	365,000		8,890
JPMorgan Chase Bank, General Motors N.A., NY	7.125% due 7/15/2013	Buy		(2.35	)%	12/20/08	USD	555,000		(3,923	)
JPMorgan Chase Bank, General Motors N.A., NY	7.125% due 7/15/2013	Sell		4.75	%	12/20/16	USD	555,000		4,335
Morgan Stanley Capital General Motors Services Inc.	7.125% due 7/15/2013	Buy		(2.70	)%	12/20/08	USD	365,000		(6,443	)
Morgan Stanley Capital General Motors Services Inc.	7.125% due 7/15/2013	Sell		4.90	%	12/20/16	USD	365,000		10,430
Morgan Stanley Capital Republic of Colombia Services Inc.	10.375% due 1/28/2033	Buy		(3.70	)%	08/20/15	USD	360,000		(52,440	)
Citibank, N.A., New York	Republic of Hungary 4.5% due 1/29/2014	Buy		(0.40	)%	12/20/15	USD	745,000		(2,347	)
Morgan Stanley Capital Republic of Indonesia Services Inc.	6.75% due 3/10/2014	Buy		(1.68	)%	03/20/11	USD	300,000		(8,712	)
Morgan Stanley Capital Republic of Indonesia Services Inc.	6.75% due 3/10/2014	Sell		1.67	%	06/20/11	USD	300,000		8,240
UBS AG	Republic of Indonesia 6.75% due 3/10/2014	Sell		2.30	%	09/20/11	USD	275,000		14,279
Deutsche Bank AG	Republic of Peru 8.75% due 11/21/2033	Buy		(1.71	)%	12/20/16	USD	420,000		(8,919	)
Deutsche Bank AG, London	Republic of the Philippines 10.625% 3/16/2025	Buy		(3.69	)%	09/20/15	USD	1,500,000		(182,984	)
Morgan Stanley Capital Republic of Turkey Services Inc.	11.875% due 1/15/2030	Sell		2.75	%	11/20/16	USD	255,000		6,751
Morgan Stanley Capital Republic of Venezuela Services Inc.	9.25% due 9/15/2027	Buy		(2.20	)%	05/20/10	USD	685,000		(31,028	)
Morgan Stanley Capital Republic of Venezuela Services Inc.	9.25% due 9/15/2027	Buy		(3.48	)%	11/20/15	USD	125,000		(13,201	)
Citibank, N.A., New York	Ukraine Government 7.65% due 6/11/2013	Buy		(1.08	)%	11/20/09	USD	560,000		(2,335	)
JPMorgan Chase Bank, Ukraine Government N.A., London	7.65% due 6/11/2013	Sell		1.92	%	08/20/11	USD	75,000		1,918
									$	(283,509	)

(1) Issued by Istanbul Bond Company to provide funds to finance loans to Finansbank, A.S.

For the purposes of this transaction each such loan shall be an underlying loan.

See Accompanying Notes to Financial Statements
253

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

ING Oppenheimer Strategic Income Portfolio Interest Rate Swap Agreements Outstanding on December 31, 2006:

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate equal to

17.18% and pay a floating

rate based on the Brazil

Cetip Interbank Deposit

Rate Annualized

01/02/08

BRL

2,773,913

21,985

Counterparty: J. Aron &

Company

Receive a floating rate based
on 3-month ZAR-JIBAR-SAFEX
and pay a fixed rate equal
to 8.29%
Counterparty: JPMorgan
Chase Bank, N.A.

06/21/08

ZAR

9,120,000

13,729

Receive a fixed rate equal to
14.89% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/04/10

BRL

8,390,000

305,222

Receive a fixed rate equal to
12.67% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/04/10

BRL

1,910,000

5,187

Receive a fixed rate equal to
12.71% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/04/10

BRL

1,910,000

5,880

Receive a fixed rate equal to
12.61% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/04/10

BRL

5,720,000

12,523

Receive a fixed rate equal to
5.52% and pay a floating
rate based on 6-month
PLZ-WIBOR
Counterparty: Citibank N.A.,
London

03/24/10

PLN

20,000

336

Receive a fixed rate equal to
5.55% and pay a floating
rate based on 6-month
PLZ-WIBOR
Counterparty: Citibank N.A.,
London

03/25/10

PLN

32,000

545

Receive a fixed rate equal to
4.48% and pay a floating
rate based on 6-month
PLZ-WIBOR
Counterparty: Credit Suisse
First Boston International

07/01/10

PLN

265,000

(1,248

)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate equal to

4.53% and pay a floating

rate based on 6-month

PLZ-WIBOR

07/04/10

PLN

1,950,000

(8,114

)

Counterparty: Lehman

Brothers International

(Europe)

Receive a floating rate based
on 3-month TWD-TELERATE
and pay a fixed rate equal
to 2.32%
Counterparty: Citibank N.A.,
New York

06/27/11

TWD

16,900,000

(7,022

)

Receive a floating rate based
on overnight
INR-MIBOR-OIS-COMPOUND
and pay a fixed rate equal
to 7.175%
Counterparty: Deutsche
Bank AG

06/27/11

INR

16,900,000

4,436

Receive a floating rate based
on 6-month HUF-BUBOR
and pay a fixed rate equal
to 8.44%
Counterparty: Deutsche
Bank AG

07/03/11

HUF

82,000,000

(103

)

Receive a fixed rate equal to
12.38% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: JPMorgan
Chase Bank, N.A.

01/02/12

BRL

4,200,000

1,335

Receive a fixed rate equal to
13.91% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: JPMorgan
Chase Bank, N.A.

01/02/12

BRL

2,070,000

37,012

Receive a fixed rate equal to
14.05% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/12

BRL

1,040,000

20,476

Receive a fixed rate equal to
12.39% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/12

BRL

4,200,000

2,328

Receive a fixed rate equal to
14% and pay a floating rate
based on the Brazil Cetip
Interbank Deposit Rate
Annualized
Counterparty: Banco
Santander Central Hispano,
S.A.

01/03/12

BRL

1,040,000

19,326

See Accompanying Notes to Financial Statements
254

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate equal to

12.92% and pay a floating

rate based on the Brazil

Cetip Interbank Deposit

Rate Annualized

01/02/14

BRL

1,920,000

14,408

Counterparty: J. Aron &

Company

Receive a fixed rate equal to
12.84% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/14

BRL

580,000

3,750

Receive a fixed rate equal to
12.87% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/14

BRL

960,000

6,584

Receive a fixed rate equal to
12.73% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/14

BRL

1,240,000

6,240

Receive a fixed rate equal to
10.85% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

03/05/15

MXN

800,000

14,237

Receive a fixed rate equal to
10.7% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

05/08/15

MXN

4,060,000

69,298

Receive a fixed rate of 5.46%
(notional value
UDI 2,252,229.80) Pay a
floating rate based on
6-month USD-LIBOR
(notional value
USD 730,000.00) Upon
termination of the contract,
receive UDI 2,252,229.80
and pay USD 730,000.00
Counterparty: Deutsche
Bank AG London

05/13/15

SEE DESCRIPTION

150,694

Receive a fixed rate equal to
10.43% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

05/29/15

MXN

3,400,000

53,084

Receive a fixed rate equal to
10.30% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

06/01/15

MXN

3,400,000

50,413

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate equal to

10.29% and pay a floating

rate based on 28-day

MXN-TIIE-BANXICO

06/04/15

MXN

2,340,000

34,542

Counterparty: J. Aron &

Company

Receive a fixed rate equal to
5.25% (notional value UDI
1,184,117.66 converted to
MXN) Pay a floating rate
based on 6-month
USD-LIBOR (notional value
$390,000.00) Upon
termination of the contract,
receive UDI 1,184,117.66
(converted into MXN) and
pay USD 390,000.00
Counterparty: Deutsche
Bank AG London

06/23/15

SEE DESCRIPTION

67,277

Receive a fixed rate equal to
10% and pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

06/24/15

MXN

1,920,000

25,270

Receive a fixed rate equal to
9.99% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: Lehman
Brothers Special Financing
Inc.

07/09/15

MXN

3,790,000

48,875

Receive a fixed rate equal to
10% and pay a floating rate
base on 28-day
MXN-TIIE-BANXICO
Counterparty: Credit Suisse
First Boston International

07/09/15

MXN

3,830,000

50,112

Receive a fixed rate equal to
9.76% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: JPMorgan
Chase Bank, N.A.

08/17/15

MXN

3,700,000

42,769

Receive a fixed rate equal to
8.70% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

02/05/16

MXN

13,500,000

75,285

Receive a fixed rate equal to
5.57% and pay a floating
rate based on 3-month
USD-LIBOR
Counterparty: JPMorgan
Chase Bank, N.A.

05/26/16

USD

12,000,000

369,429

Receive a fixed rate equal to
9.41% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

08/31/20

MXN

2,240,000

26,196

See Accompanying Notes to Financial Statements
255

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate equal to

9.51% and pay a floating

rate based on 28-day

MXN-TIIE-BANXICO

08/26/25

MXN

6,700,000

91,003

Counterparty: J. Aron &

Company

Receive a fixed rate equal to
9.5% and pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

08/28/25

MXN

4,450,000

60,020

Receive a fixed rate equal to
9.29% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

07/17/26

MXN

3,700,000

42,717

Receive a fixed rate equal to
9.27% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: Barclays Bank
PLC

07/17/26

MXN

4,600,000

46,123

Receive a fixed rate equal to
9.15% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

08/27/26

MXN

5,270,000

54,229

Receive a fixed rate equal to
9.33% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

09/16/26

MXN

2,200,000

26,232

1,862,620

ING Oppenheimer Strategic Income Portfolio Total Return Swap Agreements Outstanding on December 31, 2006:

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive absolute value of

price depreciation on the

INDF/NSE Nifty Index Futures

(January 07) Pay price

appreciation on the

INDF/NSE Nifty Index Futures

(January 07)

02/01/07

INR

19,445,050

(8,923

)

Counterparty: Goldman

Sachs International

Receive price appreciation on
the Bovespa Index Futures
Exchange-Traded Contract
(February 07) Pay price
absolute value of price
depreciation on the Bovespa
Index Futures Exchange-
Traded Contract (February 07)
Counterparty: Goldman
Sachs International

02/15/07

BRL

973,048

9,410

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive absolute value of

price depreciation on the

Swiss Market Index Futures

(March 07) Pay price

appreciation on the Swiss

Market Index Futures

(March 07)

03/21/07

CHF

519,260

(6,261

)

Counterparty: Goldman

Sachs International

Receive total return of custom
basket, if positive Pay
one-month EUR-LIBOR plus
spread and, if negative, the
absolute value of the total
return of custom basket
Counterparty: Morgan
Stanley & Co. International

10/09/07

EUR

1,265,721

121,972

Receive total return of custom
basket, if positive. Pay
one-month GBP-LIBOR plus
spread and, if negative, the
absolute value of the total
return of custom basket
Counterparty: Morgan
Stanley & Co. International

10/09/07

GBP

650,469

81,784

Receive total return on the
MSCI Daily TR Net Belgium
USD Market Index Pay
one-month USD-LIBOR and,
if negative, the absolute
value of the total return on
the MSCI Daily TR Net
Belgium USD Market Index
Counterparty: Goldman
Sachs International

10/09/07

USD

418,455

19,252

Receive total return of custom
basket, if positive Pay
one-month USD-LIBOR minus
5 basis pts. and, if negative,
the absolute value of the
total return of custom
basket
Counterparty: Goldman
Sachs International

12/10/07

USD

1,067,699

(6,112

)

Receive total return of custom
basket, if positive Pay
one-month USD-LIBOR plus
30 basis pts. and, if negative,
the absolute value of the
total return of custom basket
Counterparty: Goldman
Sachs International

12/10/07

USD

4,186,678

(75,260

)

Receive price appreciation on
the Korea Stock Price 200
Index Futures (March 07)
Pay absolute value of price
depreciation on the Korean
Stock Price 200 Index Futures
(March 07)
Counterparty: Morgan
Stanley & Co. International

12/15/09

KRW

357,678,800

17,120

See Accompanying Notes to Financial Statements
256

ING OPPENHEIMER PORTFOLIO OF INVESTMENTS
STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive total return of custom

basket, if positive Pay

one-month JPY-LIBOR plus

40 basis pts. and, if negative,

the absolute value of the

total return of custom

basket

12/20/07

JPY

147,217,800

29,413

Counterparty: Morgan

Stanley & Co. International

182,395

See Accompanying Notes to Financial Statements
257

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006

Principal Amount				Value
CORPORATE BONDS/NOTES: 8.8%
			Agriculture: 0.1%
$	300,000	C	Reynolds American, Inc., 7.625%, due 06/01/16	$	319,360
					319,360
			Auto Manufacturers: 0.2%
	500,000		DaimlerChrysler Holding Corp., 5.600%, due 03/07/07		500,105
					500,105
			Banks: 3.5%
	1,400,000		Countrywide Bank, 5.350%, due 04/25/07		1,399,912
DKK	6,100,000	@@	Nykredit, 4.833%, due 10/01/38		1,058,490
DKK	11,700,000	@@	Realkredit Danmark, 4.510%, due 10/01/38		2,026,785
$	1,500,000	@@,#	Santander US Debt SA Unipersonal, 5.428%, due 02/06/09		1,502,414
	3,300,000		UBS Financial, Inc., 5.250%, due 06/12/07		3,223,374
	1,600,000	@@,#	Unicredit Luxembourg Finance SA, 5.426%, due 10/24/08		1,600,781
	800,000	@@,#	VTB Capital (VNESHTORGBK), 5.970%, due 08/01/08		801,400
					11,613,156
			Diversified Financial Services: 1.2%
	150,000		CIT Group, Inc., 7.750%, due 04/02/12		165,555
	400,000		CitiFinancial, 6.625%, due 06/01/15		430,410
	100,000	S	Citigroup, Inc., 5.625%, due 08/27/12		101,569
	1,100,000		Ford Motor Credit Co., 7.000%, due 10/01/13		1,051,859
	400,000		Ford Motor Credit Co., 7.250%, due 10/25/11		392,099
	1,600,000		HSBC Finance Corp., 5.420%, due 10/21/09		1,601,446
	100,000	C	Morgan Stanley, 5.300%, due 03/01/13		99,830
					3,842,768
			Electric: 0.3%
	300,000	C,S	Columbus Southern Power Co., 6.600%, due 03/01/33		319,860
	100,000	C	Entergy Gulf States, Inc., 3.600%, due 06/01/08		97,392
	700,000	C	NRG Energy, Inc., 7.375%, due 02/01/16		705,250
					1,122,502
			Healthcare-Products: 0.3%
	1,000,000	X	Fresenius Medical Care Capital Trust II, 7.875%, due 02/01/08		1,020,000
					1,020,000

Principal Amount				Value
			Media: 0.4%
$	1,400,000		Viacom, Inc., 5.590%, due 05/29/07	$	1,400,000
					1,400,000
			Mining: 0.1%
	200,000	@@,C	Vale Overseas, Ltd., 6.250%, due 01/23/17		201,909
					201,909
			Office/Business Equipment: 0.2%
	700,000	C	Xerox Corp., 9.750%, due 01/15/09		759,500
					759,500
			Oil & Gas: 0.1%
	100,000		Pemex Project Funding Master Trust, 7.375%, due 12/15/14		110,350
	200,000		Pemex Project Funding Master Trust, 8.625%, due 02/01/22		247,700
	100,000	L	Pemex Project Funding Master Trust, 9.250%, due 03/30/18		126,350
					484,400
			Pipelines: 0.2%
	200,000	C,L	El Paso Corp., 7.750%, due 01/15/32		220,000
	300,000	#	Williams Cos., Inc., 6.375%, due 10/01/10		303,375
					523,375
			Regional (state/ province): 0.2%
CAD	900,000	@@	Quebec Province, 5.000%, due 12/01/38		810,745
					810,745
			Retail: 0.8%
$	2,700,000	C	CVS Corp., 5.750%, due 08/15/11		2,735,213
					2,735,213
			Telecommunications: 1.2%
	24,000	C,L	AT&T Corp., 7.300%, due 11/15/11		26,011
	400,000	C,S	AT&T, Inc., 4.125%, due 09/15/09		388,746
	3,500,000	C,L	BellSouth Corp., 5.200%, due 09/15/14		3,421,047
	30,000	C,S	New Cingular Wireless Services, Inc., 7.875%, due 03/01/11		32,752
	200,000	C	Qwest Corp., 8.875%, due 03/15/12		223,750
					4,092,306
Total Corporate Bonds/ Notes (Cost $29,230,480)					29,425,339

See Accompanying Notes to Financial Statements
258

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 83.2%
			Federal Home Loan Mortgage Corporation: 9.8%
	1,900,000	C	3.000%, due 05/15/22	$	1,850,532
	1,405,058	C,S	3.500%, due 05/15/22		1,385,823
	2,200,000	C,S	3.500%, due 11/15/22		2,151,618
	36,771	C	3.500%, due 07/15/32		35,076
	3,155,030	C	4.000%, due 06/15/22		3,115,563
	2,800,000	C	4.500%, due 11/15/13		2,773,890
	85,858	C	5.000%, due 09/15/16		85,434
	5,070,841	C	5.000%, due 12/15/23		5,048,203
	3,336,607	C	5.000%, due 01/15/24		3,323,384
	2,480,914	C,S	5.000%, due 07/15/24		2,470,134
	480,530		5.000%, due 08/01/35		463,966
	933,318		5.000%, due 09/01/35		901,146
	1,811,073		5.339%, due 09/01/35		1,814,435
	24,139		5.500%, due 08/01/07		24,139
	203,103		5.500%, due 03/01/23		202,313
	439,518		5.500%, due 05/01/23		437,808
	18,344		5.500%, due 08/15/30		18,287
	2,815,244		5.500%, due 05/01/35		2,785,595
	1,000,000	W	5.500%, due 01/00/00		989,062
	401,572	C,S	5.670%, due 01/25/45		403,353
	72,436		5.739%, due 04/01/32		74,437
	11,067	C	5.750%, due 05/15/29		11,078
	697,636	C	5.958%, due 10/25/44		701,576
	9,038		6.000%, due 10/01/17		9,169
	43,097		6.000%, due 02/01/22		43,708
	901,553	S	6.000%, due 03/01/23		913,724
	683,889	C	6.875%, due 03/25/24		705,284
					32,738,737
			Federal National Mortgage Association: 73.4%
	4,978,986		3.851%, due 10/01/33		4,924,100
	2,686,567		4.190%, due 11/01/34		2,660,896
	1,780,345		4.383%, due 02/01/35		1,771,033
	1,366,741		4.737%, due 09/01/35		1,385,479
	967,204		4.991%, due 09/01/34		954,364
	123,549		5.000%, due 05/01/18		121,769
	873,115		5.000%, due 11/01/18		860,540
	447,382		5.000%, due 02/01/19		440,436
	83,531		5.000%, due 08/01/19		82,234
	422,786		5.000%, due 10/01/19		416,223
	500,000	W	5.000%, due 01/15/20		491,563
	314,336		5.000%, due 06/01/20		309,123
	310,801		5.000%, due 07/01/20		305,647
	12,002,818		5.000%, due 08/01/20		11,803,760
	3,651,601		5.000%, due 09/01/20		3,591,041
	3,680,007		5.000%, due 01/01/21		3,618,977
	2,167,188		5.000%, due 05/01/21		2,130,978
	296,269		5.000%, due 06/01/21		291,319
	5,326,068		5.000%, due 07/01/21		5,237,078
	265,950		5.000%, due 09/01/21		261,507
	4,535,870		5.000%, due 06/25/27		4,509,598
	679,591		5.000%, due 08/01/35		656,522
	10,659,825		5.000%, due 02/01/36		10,297,972
	17,120,098		5.000%, due 03/01/36		16,538,942
	238,005		5.470%, due 03/25/34		238,327
	122,179		5.500%, due 03/01/16		122,699
	258,965		5.500%, due 06/01/23		257,805

Principal Amount				Value
$	688,224		5.500%, due 02/01/24	$	685,143
	91,894		5.500%, due 05/01/33		90,986
	37,720		5.500%, due 07/01/33		37,348
	1,010,535		5.500%, due 11/01/33		1,000,550
	193,060		5.500%, due 12/01/33		191,153
	441,734		5.500%, due 04/01/34		437,369
	84,370		5.500%, due 10/01/34		83,492
	742,313	S	5.500%, due 11/01/34		734,587
	1,060,510		5.500%, due 12/01/34		1,049,472
	1,227,334		5.500%, due 01/01/35		1,214,559
	20,137,959	S	5.500%, due 02/01/35		19,928,358
	162,067		5.500%, due 04/01/35		160,266
	3,344,097		5.500%, due 05/01/35		3,306,947
	1,497,913		5.500%, due 06/01/35		1,481,272
	1,219,921		5.500%, due 07/01/35		1,206,369
	5,422,808		5.500%, due 08/01/35		5,362,567
	7,218,074		5.500%, due 09/01/35		7,137,888
	191,976		5.500%, due 10/01/35		189,844
	864,551		5.500%, due 12/01/35		854,946
	195,012		5.500%, due 03/01/36		192,778
	95,935		5.500%, due 04/01/36		94,836
	972,143		5.500%, due 05/01/36		961,344
	863,795		5.500%, due 07/01/36		853,898
	229,057		5.649%, due 04/01/32		229,519
	829,051		5.958%, due 10/01/44		836,185
	103,000,000		6.000%, due 01/15/34		103,708,125
	39,251		6.000%, due 04/01/17		39,840
	377,283		6.000%, due 06/01/17		382,945
	64,090		6.000%, due 01/01/18		65,052
	38,667		6.000%, due 12/01/18		39,280
	468,938		6.000%, due 04/01/22		475,294
	1,032,683	S	6.000%, due 06/01/22		1,046,682
	195,961		6.000%, due 01/01/23		198,617
	155,147		6.339%, due 12/01/36		156,741
	7,000,000	W	6.500%, due 01/15/35		7,133,434
	147,583		6.500%, due 03/01/17		151,198
	39,590		6.500%, due 07/01/29		40,619
	1,500,000		6.500%, due 06/17/38		1,552,745
	25,106		6.745%, due 02/01/20		25,859
	1,821,115		6.791%, due 02/01/33		1,831,818
	192,554		6.875%, due 04/25/24		197,233
	23,125		7.099%, due 09/01/31		23,395
	4,343,554		7.500%, due 08/25/35		4,462,283
					244,132,768
			Government National Mortgage Association: 0.0%
	50,264	C	5.750%, due 03/16/32		50,615
					50,615
Total U.S. Government Agency Obligations (Cost $277,660,751)					276,922,120
U.S. TREASURY OBLIGATIONS: 6.3%
			Treasury Inflation Protected Securities: 6.3%
	6,500,000		0.875%, due 04/15/10		6,566,378
	1,700,000		2.000%, due 07/15/14		1,767,023
	1,700,000	L	2.500%, due 07/15/16		1,712,130
	3,400,000		3.375%, due 01/15/07		4,323,582
	5,100,000		3.625%, due 01/15/08		6,440,390
Total U.S. Treasury Obligations (Cost $20,990,137)					20,809,503

See Accompanying Notes to Financial Statements
259

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
ASSET-BACKED SECURITIES: 1.8%
			Credit Card Asset-Backed Securities: 0.6%
	1,900,000	C	Citibank Credit Card Issuance Trust, 5.435%, due 03/20/09	$	1,901,573
					1,901,573
			Home Equity Asset-Backed Securities: 0.2%
	360,096	C,L	ACE Securities Corp., 5.460%, due 10/25/35		360,375
	154,235	C	Argent Securities, Inc., 5.450%, due 11/25/35		154,347
	26,211	+,C	New Century Home Equity Loan Trust, 5.460%, due 09/25/35		26,225
					540,947
			Other Asset-Backed Securities: 1.0%
	1,356,150	C	Countrywide Asset-Backed Certificates, 5.380%, due 01/25/46		1,357,084
	1,401,636	C	Lehman XS Trust, 5.430%, due 07/25/46		1,401,636
	594,645	C	Long Beach Mortgage Loan Trust, 5.630%, due 10/25/34		595,301
	59,275	#,C,S	Quest Trust, 5.910%, due 06/25/34		59,490
					3,413,511
Total Asset-Backed Securities (Cost $5,853,720)					5,856,031
COLLATERALIZED MORTGAGE OBLIGATIONS: 8.7%
	653,047	C	Adjustable Rate Mortgage Trust, 4.594%, due 05/25/35		642,045
	877,524	C	American Home Mortgage Investment Trust, 4.390%, due 02/25/45		863,296
	1,032,576	C	Banc of America Funding Corp., 4.114%, due 05/25/35		1,009,179
	830,241	C	Banc of America Mortgage Securities, 3.994%, due 07/25/33		799,318
	440,674	C,L	Banc of America Mortgage Securities, 5.000%, due 05/25/34		433,823
	261,632	C,S	Banc of America Mortgage Securities, 5.800%, due 01/25/34		262,961
	986,583	C	Bear Stearns Adjustable Rate Mortgage Trust, 4.750%, due 10/25/35		976,008
	612,933	C,S	Bear Stearns Alternative-A Trust, 5.390%, due 05/25/35		614,103
	1,052,664	C	Bear Stearns Alternative-A Trust, 5.840%, due 11/25/36		1,056,507

Principal Amount				Value
$	1,003,140	C	Citigroup Mortgage Loan Trust, Inc., 4.681%, due 08/25/35	$	987,404
	1,174,060	C,S,L	Countrywide Alternative Loan Trust, 5.560%, due 11/20/35		1,175,503
	5,190	C,S	Countrywide Home Loan Mortgage Pass-Through Trust, 5.630%, due 08/25/34		5,194
	429,957	C,S	Countrywide Home Loan Mortgage Pass-Through Trust, 5.670%, due 03/25/35		431,838
	1,596,328	#,C,S	Countrywide Home Loan Mortgage Pass-Through Trust, 5.690%, due 06/25/35		1,594,302
	484,865	C	Downey Savings & Loan Association Mortgage Loan Trust, 6.953%, due 07/19/44		493,700
	55,332		Fannie Mae, 3.500%, due 04/25/17		55,125
	3,660,677	C	FHLMC Structured Pass- Through Securities, 6.158%, due 07/25/44		3,680,387
	417,836	C	GMAC Mortgage Corp. Loan Trust, 5.500%, due 09/25/34		414,956
	316,020	C	GSR Mortgage Loan Trust, 3.393%, due 06/25/34		315,250
	1,074,794	C	GSR Mortgage Loan Trust, 4.540%, due 09/25/35		1,056,435
	9,615	C	GSR Mortgage Loan Trust, 6.000%, due 03/25/32		9,485
	501,895	C	Harborview Mortgage Loan Trust, 5.570%, due 05/19/35		503,334
	1,131,930	C,S	RAAC Series, 5.000%, due 09/25/34		1,123,125
	208,964	C,S	Residential Accredit Loans, Inc., 5.750%, due 03/25/33		209,763
	248,262	C	Residential Asset Securitization Trust, 5.750%, due 05/25/33		249,557
	49,289	C,S	Residential Funding Mortgage Security I, 6.500%, due 03/25/32		49,599
	479,546	C,S	Sequoia Mortgage Trust, 5.700%, due 07/20/33		481,248
	1,708,761	C	Thornburg Mortgage Securities Trust, 5.440%, due 08/25/36		1,707,146
	78,541	C,S	Washington Mutual, Inc., 5.596%, due 02/27/34		78,759
	689,782	+,C,S	Washington Mutual, Inc., 5.620%, due 12/25/27		690,089
	398,109	C,S	Washington Mutual, Inc., 5.660%, due 01/25/45		399,071
	1,613,764	C	Washington Mutual, Inc., 5.777%, due 07/25/46		1,622,113

See Accompanying Notes to Financial Statements
260

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal
Amount

Value

COLLATERALIZED MORTGAGE OBLIGATIONS (continued)

1,652,919

Washington Mutual, Inc.,
5.777%, due 08/25/46

1,661,610

81,718

Washington Mutual, Inc.,
6.227%, due 08/25/42

81,874

1,652,257

C,S

Wells Fargo Mortgage-
Backed Securities Trust,
3.989%, due 12/25/34

1,619,399

913,038

C,S

Wells Fargo Mortgage-
Backed Securities Trust,
4.362%, due 05/25/35

896,513

825,000

Wells Fargo Mortgage-
Backed Securities Trust,
5.537%, due 08/25/36

823,106

Total Collateralized
Mortgage Obligations
(Cost $29,124,415)

29,073,125

MUNICIPAL BONDS: 1.2%

California: 0.4%

100,000

Golden State Tobacco
Securitization Corp.,
6.250%, due 06/01/33

111,885

300,000

Golden State Tobacco
Securitization Corp.,
6.750%, due 06/01/39

344,028

900,000

⁽¹⁾Orange County Sanitation
District, 5.000%,
due 02/01/33

943,596

1,399,509

Louisiana: 0.0%

100,000

C,S

Tobacco Settlement
Financing Corp., 5.875%,
due 05/15/39

107,148

107,148

New York: 0.2%

600,000

⁽²⁾New York City Municipal
Water Finance Authority,
5.000%, due 06/15/38

632,952

632,952

Ohio: 0.0%

100,000

Kettering, 5.000%,
due 12/01/30

107,651

107,651

Rhode Island: 0.1%

200,000

C,S

Tobacco Settlement
Financing Corp., 6.250%,
due 06/01/42

213,954

213,954

Texas: 0.2%

600,000

State of Texas, 4.750%,
due 04/01/35

615,204

615,204

Wisconsin: 0.3%

185,000

Badger TOB Asset
Securitization Corp.,
6.125%, due 06/01/27

199,730

Principal Amount				Value
$	800,000	C,S	Badger TOB Asset Securitization Corp., 6.375%, due 06/01/32	$	872,432
					1,072,162
Total Municipal Bonds (Cost $3,839,025)					4,148,580
OTHER BONDS: 8.8%
			Foreign Government Bonds: 8.8%
EUR	19,330,000	@@	Bundesobligation, 4.000%, due 02/16/07		25,526,652
EUR	1,100,000	@@	Bundesrepublik Deutschland, 4.250%, due 01/04/14		1,477,870
EUR	600,000	@@	Bundesrepublik Deutschland, 4.250%, due 07/04/14		806,935
$	600,000	@@,#	Export-Import Bank of China, 4.875%, due 07/21/15		580,323
	400,000	@@,#	Hong Kong Government International Bond, 5.125%, due 08/01/14		400,406
	32,000	@@,L	Panama Government International Bond, 6.700%, due 01/26/36		33,440
	250,000	@@	Panama Government International Bond, 8.875%, due 09/30/27		318,750
	84,000	@@	Panama Government International Bond, 9.625%, due 02/08/11		96,180
	75,000	@@	South Africa Government International Bond, 9.125%, due 05/19/09		81,188
	39,211	@@	Ukraine Government International Bond, 11.000%, due 03/15/07		39,691
Total Other Bonds (Cost $28,214,208)					29,361,435

Number of Contracts/ Notional Amount				Value
OPTIONS: 0.3%
Positions in Purchased Fixed Income Options

236	Call Option CME 90-Day Eurodollar Future 6/07 Strike @ $95.25 - Exp 6/18/2007	$	17,700
575	Put Option CME 90-Day Eurodollar Future 6/07 Strike @ $91.25 - Exp 6/18/2007		—
438	Put Option CME 90-Day Eurodollar Future 9/07 Strike @ $91.25 - Exp 9/17/2007		—
433	Put Option CME 90-Day Eurodollar Future 9/07 Strike @ $91.50 - Exp 9/17/2007		—

See Accompanying Notes to Financial Statements
261

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Number of Contracts/ Notional Amount				Value
OPTIONS (continued)
	158		Put Option CME 90-Day Eurodollar Future 12/07 Strike @ $91.25 - Exp 12/17/2007	$	—
	100		Put Option CME 90-Day Eurodollar Future 12/07 Strike @ $92.25 - Exp 12/17/2007		50
	72		Put Option CME 90-Day Eurodollar Future 3/08 Strike @ $91.50 - Exp 3/17/2008		36
	133		Put Option CME 90-Day Eurodollar Future 3/08 Strike @ $91.75 - Exp 3/17/2008		100
	192		Put Option LIFFE 90-Day Sterling Future 12/07 Strike @ GBP 93.25 - Exp 12/19/2007		5,357
USD	22,000,000		Put Option OTC - Merrill Lynch FNMA 6% 30-Year March TBA Strike @ $91.875 - Exp 3/6/2007		5,456
Positions in Purchased Interest Rate Swap Options
USD	10,700,000	I	Call Swaption OTC - Wachovia Bank, N.A. 3 Month USD-LIBOR - Fund Pays Floating Strike @ 4.73% - Exp 2/1/2007		353
USD	35,100,000	I	Call Swaption OTC - The Royal Bank of Scotland PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 4.85% - Exp 3/26/2007		6,461
USD	12,000,000	I	Call Swaption OTC - The Royal Bank of Scotland PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 5.08% - Exp 4/19/2007		35,928
USD	19,000,000	I	Call Swaption OTC - The Royal Bank of Scotland PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 5.25% - Exp 6/7/2007		111,473
USD	26,200,000	I	Call Swaption OTC - The Royal Bank of Scotland PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 5.5% - Exp 6/29/2007		252,647
USD	380,200,000	I	Call Swaption OTC - The Royal Bank of Scotland PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 4.75% - Exp 7/2/2007		281,766

Number of Contracts/
Notional Amount

Value

USD

11,700,000

Call Swaption OTC - The
Royal Bank of Scotland PLC
3 Month USD-LIBOR -
Fund Pays Floating
Strike @ 4.9% -
Exp 10/25/2007

53,608

USD

16,700,000

Call Swaption OTC - Lehman
Brothers Special Financing Inc.
3 Month USD-LIBOR -
Fund Pays Floating
Strike @ 5.00% -
Exp 12/20/2007

101,879

EUR

36,400,000

Call Swaption OTC - Citibank
N.A., London 6 Month
EUR-EURIBOR - Fund
Pays Floating
Strike @ 3.96% -
Exp 7/2/2007

59,005

GBP

6,300,000

Call Swaption OTC -
Citibank N.A., London
6 Month GBP-LIBOR -
Fund Pays Floating
Strike @ 5.00% -
Exp 6/15/2007

2,775

GBP

3,500,000

Call Swaption OTC -
JPMorgan Chase Bank, N.A.
6 Month GBP-LIBOR -
Fund Pays Floating
Strike @ 5.0625% -
Exp 6/15/2007

2,652

GBP

24,000,000

Call Swaption OTC - The
Royal Bank of Scotland PLC
6 Month GBP-LIBOR -
Fund Pays Floating
Strike @ 5.1835% -
Exp 9/14/2007

65,596

Total Options Purchased
(Cost $1,626,191)

1,002,842

Total Long-Term
Investments
(Cost $396,538,927)

396,598,975

Principal Amount			Value
SHORT-TERM INVESTMENTS: 13.4%
		Commercial Paper: 5.7%
$	15,700,000	Bank of America, 5.170%, due 03/15/07	$	15,534,836
	3,500,000	Freddie Mac Discount Note, 5.200%, due 01/23/07		3,488,406
Total Commercial Paper (Cost $19,023,242)				19,023,242
		U.S. Government Agency Obligations: 6.1%
	20,200,000	Federal Home Loan Bank, 4.800%, due 01/02/07		20,194,613
Total U.S. Government Agency Obligations (Cost $20,194,613)				20,194,613

See Accompanying Notes to Financial Statements
262

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount			Value
		U.S. Treasury Bills 0.4%
$	1,430,000	4.670%, due 01/02/07	$	1,416,392
Total U.S. Treasury Bills (Cost $1,416,392)				1,416,392
		Securities Lending Collateralcc: 1.2%
	3,842,658	The Bank of New York Institutional Cash Reserves Fund		3,842,658
Total Securities Lending Collateral (Cost $3,842,658)				3,842,658
Total Short-Term Investments (Cost $44,476,905)				44,476,905

Total Investments in Securities (Cost $441,015,832)*	132.5	%	$	441,075,880
Other Assets and Liabilities - Net	(32.5	)		(108,251,702	)
Net Assets	100.0	%	$	332,824,178

@@ Foreign Issuer

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

C Bond may be called prior to maturity date.

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

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

I Illiquid Security

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

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

(1) Security represents the underlying municipal obligation of an inverse floating rate obligation, Orange County Sanitation District, 5.870%, due 02/01/33.

(2) Security represents the underlying municipal obligation of an inverse floating rate obligation, New York City Municipal Water Finance Authority, 6.163%, due 06/15/38.

CAD Canadian Dollar

DKK Danish Krone

EUR EU Euro

* Cost for federal income tax purposes is $441,329,101.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	2,278,342
Gross Unrealized Depreciation		(2,531,563	)
Net Unrealized Depreciation	$	(253,221	)

Written Options Outstanding on December 31, 2006

Options on Exchange Traded Future Contracts

Description/Name of Issuer	Exercise Price		Expiration Date	# of Contracts		Premium Received		Value
Call Option CME 90-Day Eurodollar Future 6/08	USD	95.75	6/15/07		236	$	105,433	$	(6,726	)
Call Option Eurex Euro-Bund 10-Year Note Future 3/07	EUR	120.5	2/21/07		85		18,852		(1,122	)
Put Option Eurex Euro-Bund 10-Year Note Future 3/07	EUR	116.5	2/21/07		85		25,110		(107,716	)
						$	149,395	$	(115,564	)
Interest Rate Swaptions

Description	Counterparty	Floating Rate Index	Pay/Receive Floating	Exercise Rate			Expiration Date	Notional Amount		Premium Received		Value
Call - OTC Interest Rate Swap	Lehman Brothers Special Financing Inc.	3-month USD-LIBOR	Receive		5.15	%	12/20/07	USD	7,300,000	$	105,467	$	(110,934	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-month USD-LIBOR	Receive		4.85	%	03/26/07	USD	8,400,000		55,650		(21,783	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-month USD-LIBOR	Receive		5.22	%	04/19/07	USD	5,200,000		41,086		(56,202	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-month USD-LIBOR	Receive		5.34	%	06/07/07	USD	8,000,000		81,360		(127,840	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-month USD-LIBOR	Receive		5.60	%	06/29/07	USD	11,400,000		114,741		(288,386	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-month USD-LIBOR	Receive		4.75	%	07/02/07	USD	83,300,000		692,591		(347,829	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-month USD-LIBOR	Receive		5.01	%	10/25/07	USD	5,100,000		46,951		(56,796	)
Call - OTC Interest Rate Swap	Wachovia Bank, N.A.	3-month USD-LIBOR	Receive		4.78	%	02/01/07	USD	4,600,000		37,720		(1,201	)
Call - OTC Interest Rate Swap	Citibank N.A., London	6-month EUR-EURIBOR	Receive		4.10	%	07/02/07	EUR	15,500,000		195,993		(120,227	)
Call - OTC Interest Rate Swap	Citibank N.A., London	6-month GBP-LIBOR	Receive		4.85	%	06/15/07	GBP	1,800,000		33,172		(8,667	)
Call - OTC Interest Rate Swap	JPMorgan Chase Bank N.A.	6-month GBP-LIBOR	Receive		4.85	%	06/15/07	GBP	1,000,000		15,134		(4,815	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	6-month GBP-LIBOR	Receive		4.85	%	09/14/07	GBP	6,900,000		138,063		(63,245	)
										$	1,557,928	$	(1,207,925	)

See Accompanying Notes to Financial Statements
263

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Information concerning open futures contracts at December 31, 2006 is shown below:

Long Contracts	No. of Contracts		Notional Market Value ($)		Expiration Date	Unrealized Gain (Loss)
3-Month Euro Euribor		50		15,824,863	09/17/2007	$	(43,394	)
90-Day Eurodollar		179		42,369,300	03/19/2007		(21,254	)
90-Day Eurodollar		392		93,207,800	03/17/2008		(143,710	)
90-Day Eurodollar		289		68,471,325	06/18/2007		(19,438	)
90-Day Eurodollar		193		45,796,488	09/17/2007		(151,529	)
90-Day Eurodollar		442		105,030,250	12/17/2007		(134,174	)
90-Day Sterling		384		88,832,847	12/19/2007		(270,152	)
Euro-Bobl 5-Year Note		6		861,884	03/08/2007		(11,309	)
Euro-Bund 10-Year Note		32		4,901,274	03/08/2007		(115,939	)
U.S. Treasury 10-Year Note		189		20,311,594	03/21/2007		(224,461	)
				485,607,624		$	(1,135,360	)

The following sale commitments were held by the ING PIMCO Total Return Portfolio at December 31, 2006:

Principal Amount				Descriptions	Market Value
$	(12,000,000	)	W	Federal National Mortgage Association, 5.000%, due 01/12/36	$	(11,587,500	)
	(12,000,000	)	W	Federal National Mortgage Association, 5.000%, due 02/13/36		(11,587,500	)
	(31,400,000	)	W	Federal National Mortgage Association, 5.500%, due 01/12/36		(31,036,953	)

Total Sale Commitments
(Proceeds $54,491,719)

(54,211,953

)

At December 31, 2006 the following forward currency contracts were outstanding for the ING Pimco Total Return Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
					USD
Australia Dollars AUD 142,000	Buy	01/11/07		110,377		112,053	$	1,676
Australia Dollars AUD 153,000	Buy	02/01/07		119,784		120,661		877
Brazil Real BRL 402,024	Buy	06/04/07		179,836		183,481		3,645
Brazil Real BRL 402,393	Buy	06/04/07		179,840		183,649		3,809
Brazil Real BRL 399,394	Buy	06/04/07		178,620		182,281		3,661
Brazil Real BRL 399,804	Buy	06/04/07		178,763		182,468		3,705
Brazil Real BRL 420,676	Buy	05/03/07		188,011		193,044		5,033
Brazil Real BRL 422,396	Buy	01/03/07		194,000		197,590		3,590
Brazil Real BRL 846,464	Buy	01/03/07		389,000		395,962		6,962

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
					USD
Brazil Real BRL 1,296,900	Buy	01/03/07		600,000		606,668	$	6,668
Brazil Real BRL 831,498	Buy	06/04/07		375,563		379,490		3,927
Brazil Real BRL 902,765	Buy	06/04/07		407,569		412,016		4,447
Brazil Real BRL 831,498	Buy	06/04/07		375,309		379,490		4,181
Chile Pesos CLP 13,795,665	Buy	05/08/07		26,220		25,905		(315)
Chile Pesos CLP 13,411,027	Buy	05/08/07		25,466		25,182		(284)
Chile Pesos CLP 13,793,308	Buy	05/08/07		26,221		25,900		(320)
Chile Pesos CLP 4,500,000	Buy	06/19/07		8,534		8,448		(86)
China Yuan Renminbi CNY 3,155,658	Buy	05/09/07		411,000		411,946		946
China Yuan Renminbi CNY 10,020,573	Buy	05/09/07		1,305,000		1,308,107		3,107
China Yuan Renminbi CNY 10,372,978	Buy	05/09/07		1,351,000		1,354,111		3,111
China Yuan Renminbi CNY 6,892,000	Buy	05/09/07		896,929		899,696		2,767
China Yuan Renminbi CNY 4,132,000	Buy	05/09/07		538,126		539,400		1,274
China Yuan Renminbi CNY 1,750,000	Buy	05/09/07		228,132		228,449		317
China Yuan Renminbi CNY 2,229,000	Buy	05/09/07		290,348		290,978		630
China Yuan Renminbi CNY 4,581,100	Buy	11/21/07		610,000		602,618		(7,382)
China Yuan Renminbi CNY 4,580,490	Buy	11/21/07		610,000		602,537		(7,463)
China Yuan Renminbi CNY 7,753,185	Buy	11/26/07		1,035,000		1,019,888		(15,112)
China Yuan Renminbi CNY 7,753,185	Buy	11/26/07		1,035,000		1,019,888		(15,112)
EURO EUR 6,800,000	Buy	01/23/07		8,986,302		8,986,950		648
EURO EUR 8,240,000	Buy	01/23/07		10,825,522		10,890,069		64,547
India Rupees INR 2,323,000	Buy	03/20/07		50,065		51,971		1,906
Japanese Yen JPY 99,666,000	Buy	01/25/07		845,800		840,410		(5,390)
Japanese Yen JPY 741,049,000	Buy	02/15/07		6,349,599		6,265,286		(84,313)
Korea (South) Won KRW 28,157,000	Buy	02/26/07		29,410		30,312		902
Korea (South) Won KRW 35,629,000	Buy	03/21/07		37,410		38,376		966
Korea (South) Won KRW 140,700,000	Buy	03/26/07		151,862		151,566		(296)
Mexico Pesos MXN 189,675	Buy	01/16/07		17,102		17,545		443
Mexico Pesos MXN 148,325	Buy	01/16/07		13,371		13,720		349

See Accompanying Notes to Financial Statements
264

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
					USD
Mexico Pesos MXN 360,000	Buy	04/18/07		32,367		33,160	$	793
Mexico Pesos MXN 360,000	Buy	04/18/07		32,358		33,160		802
Mexico Pesos MXN 5,447,832	Buy	01/16/07		494,000		503,933		9,933
Mexico Pesos MXN 3,465,473	Buy	01/16/07		315,000		320,562		5,562
Mexico Pesos MXN 2,591,280	Buy	01/16/07		236,000		239,698		3,698
Russia Rubles RUR 422,602	Buy	03/15/07		15,899		16,058		159
Russia Rubles RUR 247,699	Buy	03/15/07		9,312		9,412		100
Russia Rubles RUR 247,699	Buy	03/15/07		9,320		9,412		92
Russia Rubles RUR 1,019,877	Buy	01/17/07		38,241		38,734		493
Russia Rubles RUR 1,019,877	Buy	01/17/07		38,284		38,734		450
Russia Rubles RUR 239,123	Buy	09/19/07		9,135		9,098		(37)
Russia Rubles RUR 239,123	Buy	09/19/07		9,143		9,099		(44)
Singapore Dollars SGD 52,000	Buy	03/21/07		33,104		34,042		938
Singapore Dollars SGD 151,000	Buy	01/29/07		97,331		98,600		1,269
Taiwan New Dollars TWD 804,000	Buy	02/26/07		25,101		24,809		(292)
Taiwan New Dollars TWD 1,002,000	Buy	02/26/07		30,793		30,920		127
							$	22,064

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
					USD
Brazil Real BRL 831,498	Sell	01/3/07		385,488		388,961	$	(3,473	)
Brazil Real BRL 831,498	Sell	01/3/07		385,309		388,960		(3,651	)
Brazil Real BRL 902,765	Sell	01/3/07		418,237		422,298		(4,061)
Canada Dollars CAD 1,287,731	Sell	01/11/07		1,126,000		1,104,627		21,373
Canada Dollars CAD 1,287,497	Sell	01/11/07		1,126,000		1,104,426		21,574
Canada Dollars CAD 947,000	Sell	01/11/07		820,773		812,345		8,428
Denmark Kroner DKK 7,289,000	Sell	03/06/07		1,282,575		1,293,957		(11,382)
Denmark Kroner DKK 10,440,000	Sell	03/06/07		1,849,949		1,853,329		(3,380)
EURO EUR 36,777,000	Sell	01/23/07		48,253,300		48,604,864		(351,564)
EURO EUR 13,000	Sell	01/23/07		17,180		17,181		(1)
British Pound Sterling GBP 1,513,000	Sell	01/11/07		2,948,837		2,962,660		(13,823)
Japanese Yen JPY 187,363,200	Sell	01/25/07		1,600,000		1,579,897		20,103
Japanese Yen JPY 140,500,590	Sell	01/25/07		1,205,000		1,184,739		20,261
Japanese Yen JPY 62,684,000	Sell	01/25/07		533,240		528,568		4,672
							$	(294,924	)

ING PIMCO Total Return 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)
Goldman Sachs International	ABX.HE.A.06-1 Index		Buy		(0.54	)%	07/25/45	USD	1,000,000	$	(2,429	)
Lehman Brothers Special Financing Inc.	American International Group 5.6% due 10/18/2016	I	Sell		0.055	%	03/20/08	USD	1,600,000		671
JPMorgan Chase Bank, N.A.	American International Group Convertible Zero Coupon due 11/9/2031	I	Sell		0.05	%	12/20/07	USD	1,600,000		489
Lehman Brothers Special Financing Inc.	Bellsouth Corporation 5.2% due 9/15/2014		Buy		(0.325	)%	09/20/14	USD	3,500,000		(3,042	)
Barclays Bank PLC	Citifinancial 6.625% due 6/1/2015	I	Buy		(0.145	)%	06/20/15	USD	400,000		12
Morgan Stanley Capital Services Inc.	CVS Corporation 5.75% 8/15/2011	I	Buy		(0.235	)%	09/20/11	USD	2,800,000		182
Morgan Stanley Capital Services Inc.	Dow Jones CDX.EM.3 Index	I	Sell		2.10	%	06/20/10	USD	900,000		74,468
Morgan Stanley Capital Services Inc.	Dow Jones CDX.NA.IG.5 Index 10-Year (10-15% Tranche)	I	Sell		0.46	%	12/20/15	USD	3,300,000		678
Morgan Stanley Capital Services Inc.	Dow Jones CDX.NA.IG.5 Index 7-Year (10-15% Tranche)		Buy		(0.14	)%	12/20/12	USD	4,600,000		(482	)
Deutsche Bank AG	Dow Jones CDX.NA.IG.7 Index		Buy		(0.40	)%	12/20/11	USD	7,100,000		(1,210	)

See Accompanying Notes to Financial Statements
265

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Counterparty	Reference Entity/Obligation		Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services Inc.	Dow Jones CDX.NA.IG.7 Index		Buy		(0.65	)%	12/20/16	USD	5,800,000	$	12,572
HSBC Bank USA, N.A.	Ford Motor Credit Company 7% due 10/01/2013	I	Sell		2.68	%	06/20/07	USD	500,000		5,380
Lehman Brothers Special Financing Inc.	General Motors Acceptance Corporation 6.875% due 8/28/2012	I	Sell		3.55	%	06/20/07	USD	500,000		7,602
BNP Paribas	iTraxx Europe HiVol Series 6 Version 1 Index		Buy		(0.85	)%	12/20/16	EUR	3,000,000		3,563
Deutsche Bank AG	iTraxx Europe HiVol Series 6 Version 1 Index		Buy		(0.85	)%	12/20/16	EUR	2,700,000		1,011
JPMorgan Chase Bank, N.A.	Ivy Lane CDO Ltd. Series 2006-1A Floating Rate due 2/5/2046		Buy		(1.60	)%	02/05/46	USD	3,100,000		—
The Royal Bank of Scotland PLC	Republic of Indonesia 6.75% due 3/10/2014		Sell		0.40	%	12/20/08	USD	200,000		(26	)
Lehman Brothers Special Financing Inc.	Republic of Turkey 11.875% due 1/15/2030		Buy		(2.11	)%	10/20/10	USD	100,000		(3,045	)
Morgan Stanley Capital Services Inc.	Republic of Turkey 11.875% due 1/15/2030		Buy		(2.20	)%	10/20/10	USD	100,000		(3,350	)
JPMorgan Chase Bank, N.A.	Russian Federation 2.25% Step due 3/31/2030	I	Sell		0.77	%	05/20/07	USD	200,000		443
Deutsche Bank AG	Russian Federation 5% Step due 3/31/2030	I	Sell		0.26	%	12/20/07	USD	300,000		1
Goldman Sachs International	Russian Federation 5% Step due 3/31/2030	I	Sell		0.70	%	03/20/07	USD	500,000		620
Merrill Lynch International	Russian Federation 5% Step due 3/31/2030	I	Sell		0.61	%	03/20/07	USD	400,000		415
Morgan Stanley Capital Services Inc.	Russian Federation 5% Step due 3/31/2030	I	Sell		0.26	%	12/20/07	USD	300,000		1
Barclays Bank PLC	Ukraine Government 7.65% due 6/11/2013		Sell		0.71	%	12/20/08	USD	100,000		(134	)
Deutsche Bank AG	Ukraine Government 7.65% due 6/11/2013		Sell		0.72	%	12/20/08	USD	100,000		(116	)
										$	94,274

See Accompanying Notes to Financial Statements
266

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

ING PIMCO Total Return Portfolio Interest Rate Swap Agreements Outstanding on December 31, 2006:

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate equal to

7.25% and pay a floating

rate based on 3-month

NZD-BBR-FRA

6/15/09

NZD

34,600,000

(63,964

)

Counterparty:

Citibank N.A., London

Receive a fixed rate equal to
5% and pay a floating rate
based on 3-month
USD-LIBOR
Counterparty:
UBS AG, London

6/18/09

USD

49,900,000

152,921

Receive a fixed rate equal to
6% and pay a floating rate
based on 6-month
AUD-BBR-BBSW
Counterparty: JPMorgan
Chase Bank, N.A.

6/20/09

AUD

16,900,000

(28,953

)

Receive a fixed rate equal to
6% and pay a floating rate
based on 6-month
AUD-BBR-BBSW
Counterparty: Deutsche
Bank AG

6/20/09

AUD

32,700,000

(146,057

)

Receive a fixed rate equal to
14.36% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: Merrill Lynch
Capital Services, Inc.

1/4/10

BRL

2,200,000

39,294

Receive a fixed rate equal to
12.86% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: Goldman
Sachs Capital Markets, L.P.

1/4/10

BRL

25,500,000

(40,341

)

Receive a fixed rate equal to
12.948% and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: Merrill Lynch
Capital Services, Inc.

1/4/10

BRL

17,300,000

87,997

Receive a floating rate
based on 6-month
JPY-LIBOR and pay a fixed
rate equal to 2%
Counterparty: Morgan
Stanley Capital Services Inc.

12/20/13

JPY

1,000,000

)

Receive a floating rate
based on 6-month
EUR-Euribor and pay a
fixed rate equal to 4%
Counterparty: Barclays
Bank PLC, London

12/15/14

EUR

3,400,000

(20,483

)

Receive a floating rate
based on 6-month
EUR-Euribor and pay a
fixed rate equal to 4%
Counterparty: HSBC
Bank USA, N.A.

12/15/14

EUR

9,200,000

(92,657

)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a floating rate

based on 6-month

EUR-Euribor and pay a

fixed rate equal to 4%

12/15/14

EUR

1,100,000

(11,079

)

Counterparty: Deutsche

Bank AG

Receive a fixed rate equal
to 5% and pay a floating
rate based on 6-month
GBP-LIBOR
Counterparty: Goldman
Sachs Capital Markets, L.P.

9/15/15

GBP

900,000

(21,360

)

Receive a fixed rate equal
to 5% and pay a floating
rate based on 6-month
GBP-LIBOR
Counterparty: Deutsche
Bank AG

9/15/15

GBP

900,000

(22,727

)

Receive a fixed rate equal to
8.72% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: Merrill
Lynch Capital Services, Inc.

9/5/16

MXN

9,400,000

22,560

Receive a fixed rate equal to
8.72% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: Citibank N.A.,
New York

9/5/16

MXN

22,900,000

67,302

Receive a fixed rate equal to
8.86% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: Citibank N.A.,
New York

9/12/16

MXN

13,000,000

83,139

Receive a fixed rate equal to
8.17% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: Citibank N.A.,
New York

11/4/16

MXN

21,600,000

44,572

Receive a fixed rate equal to
8.17% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: Merrill Lynch
Capital Services, Inc.

11/4/16

MXN

10,300,000

26,508

Receive a floating rate
based on 3-month
USD-LIBOR and pay a
fixed rate equal to 5%
Counterparty: The Royal
Bank of Scotland PLC

6/20/17

USD

18,100,000

252,790

Receive a fixed rate equal to
4.5% and pay a floating
rate based on 3-month
CAD-BA-CDOR
Counterparty: Royal Bank
of Canada

6/15/27

CAD

700,000

(10,453

)

See Accompanying Notes to Financial Statements
267

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

		Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to
6% and pay a floating rate
based on 6-month
EUR-Euribor	I	6/18/34	EUR	4,300,000	$	248,029
Counterparty: Morgan
Stanley Capital Services, Inc.
Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4% Counterparty: Goldman Sachs Capital Markets, L.P.	I	12/15/35	GBP	3,000,000		58,056
Receive a fixed rate equal to 5% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Deutsche Bank AG		12/15/35	USD	7,700,000		(103,426	)
Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4% Counterparty: Barclays Bank PLC, London	I	12/15/35	GBP	1,100,000		19,152
Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4% Counterparty: Deutsche Bank AG	I	12/15/35	GBP	2,900,000		(23,428	)
Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4.25% Counterparty: Goldman Sachs Capital Markets, L.P.	I	6/12/36	GBP	600,000		(14,303	)
Receive a fixed rate equal to 5% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Citibank N.A., New York		6/20/37	USD	1,100,000		(27,194	)
Receive a fixed rate equal to 5% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Deutsche Bank AG		6/20/37	USD	5,800,000		(143,388	)
Receive a fixed rate equal to 5% and pay a floating rate based on 3-month USD-LIBOR Counterparty: The Royal Bank of Scotland PLC		6/20/37	USD	10,700,000		(151,626	)
Receive a fixed rate equal to 5% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Morgan Stanley Capital Services, Inc.		6/20/37	USD	1,000,000		(22,072	)
					$	158,804

See Accompanying Notes to Financial Statements
268

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 15.9%
			Building Materials: 0.4%
	8,700		Texas Industries, Inc.	$	558,801
					558,801
			Chemicals: 1.0%
	7,100		Air Products & Chemicals, Inc.		498,988
	7,900		Dow Chemical Co.		315,526
	24,900		RPM International, Inc.		520,161
					1,334,675
			Commercial Services: 0.3%
	12,525		Pharmaceutical Product Development, Inc.		403,556
					403,556
			Diversified Financial Services: 0.2%
	5,600	@@	Lazard., Ltd.		265,104
					265,104
			Electric: 2.2%
	28,900	@	NRG Energy, Inc.		1,618,689
	18,800		Public Service Enterprise Group, Inc.		1,247,944
					2,866,633
			Electrical Components & Equipment: 0.5%
	14,000	@	General Cable Corp.		611,940
					611,940
			Electronics: 1.2%
	8,800		Amphenol Corp.		546,304
	1,300		Applera Corp.-Applied Biosystems Group		47,697
	11,800	@	FEI Co.		311,166
	13,800	@	Thermo Electron Corp.		625,002
					1,530,169
			Engineering & Construction: 0.6%
	27,600	@	KBR, Inc.		722,016
					722,016
			Gas: 1.1%
	42,600		Southern Union Co.		1,190,670
	4,500		WGL Holdings, Inc.		146,610
					1,337,280
			Healthcare-Products: 0.8%
	6,750		Beckman Coulter, Inc.		403,650
	15,100	@	Inverness Medical Innovations, Inc.		584,370
					988,020
			Mining: 1.2%
	10,300	@@	Barrick Gold Corp.		316,210
	21,900		Freeport-McMoRan Copper & Gold, Inc.		1,220,487
					1,536,697
			Miscellaneous Manufacturing: 1.0%
	11,000		Cooper Industries Ltd.		994,730
	5,700		ITT Corp.		323,874
					1,318,604

Shares				Value
			Oil & Gas: 0.4%
	6,960		Pogo Producing Co.	$	337,142
	3,400		Tesoro Petroleum Corp.		223,618
					560,760
			Pharmaceuticals: 0.2%
	9,700		Bristol-Myers Squibb Co.		255,304
					255,304
			Pipelines: 1.3%
	10,000		Kinder Morgan, Inc.		1,057,500
	7,000		Questar Corp.		581,350
					1,638,850
			Real Estate: 0.5%
	11,200		Forest City Enterprises, Inc.		654,080
					654,080
			Real Estate Investment Trusts: 3.0%
	6,100		Equity Office Properties Trust		293,837
	27,700		General Growth Properties, Inc.		1,446,771
	7,200		Host Hotels & Resorts, Inc.		176,760
	11,200		Liberty Property Trust		550,368
	3,100		Macerich Co.		268,367
	12,500		Mack-Cali Realty Corp.		637,500
	3,000		Saul Centers, Inc.		165,570
	8,200		Washington Real Estate Investment Trust		328,000
					3,867,173
Total Common Stock (Cost $19,086,003)					20,449,662
PREFERRED STOCK: 1.1%
			Mining: 0.7%
	675		Freeport-McMoRan Copper & Gold, Inc.		881,972
					881,972
			Savings & Loans: 0.4%
	10,000		Sovereign Capital Trust		497,500
					497,500
Total Preferred Stock (Cost $1,278,756)					1,379,472
Principal Amount				Value
CONVERTIBLE BONDS: 6.9%
			Advertising: 2.3%
$	2,400,000	#,C	Interpublic Group of Cos, Inc., 4.250%, due 03/15/23		2,946,000
					2,946,000
			Aerospace/Defense: 1.9%
	2,500,000	C	EDO Corp., 4.000%, due 11/15/25		2,418,750
					2,418,750
			Healthcare-Products: 0.3%
	500,000	#,C	EPIX Pharmaceuticals, Inc., 3.000%, due 06/15/24		401,250
					401,250

See Accompanying Notes to Financial Statements
269

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal
Amount

Value

Miscellaneous Manufacturing: 0.8%

1,500,000

Roper Industries, Inc.,
1.481%, due 01/15/34

982,500

982,500

Pharmaceuticals: 0.9%

1,170,000

Mannkind Corp., 3.750%,
due 12/15/13

1,231,425

1,231,425

Semiconductors: 0.7%

1,000,000

Veeco Instruments, Inc.,
4.125%, due 12/21/08

975,000

975,000

Total Convertible Bonds
(Cost $8,569,970)

8,954,925

CORPORATE BONDS/NOTES: 72.6%

Advertising: 0.3%

350,000

Interpublic Group of Cos, Inc.,
7.250%, due 08/15/11

355,250

355,250

Aerospace/Defense: 6.0%

3,900,000

DRS Technologies, Inc.,
6.875%, due 11/01/13

3,948,750

3,750,000

Esterline Technologies Corp.,
7.750%, due 06/15/13

3,843,750

7,792,500

Biotechnology: 3.0%

2,850,000

Bio-Rad Laboratories, Inc.,
6.125%, due 12/15/14

2,771,625

1,000,000

Bio-Rad Laboratories, Inc.,
7.500%, due 08/15/13

1,035,000

3,806,625

Building Materials: 2.4%

3,000,000

Texas Industries, Inc., 7.250%,
due 07/15/13

3,060,000

3,060,000

Chemicals: 5.6%

3,000,000

#,C

Georgia Gulf Corp., 9.500%,
due 10/15/14

2,940,000

550,000

Millennium America, Inc.,
7.625%, due 11/15/26

504,625

1,500,000

@@,C

Nova Chemicals Corp.,
6.500%, due 01/15/12

1,428,750

1,175,000

@@,C

Nova Chemicals Corp.,
7.400%, due 04/01/09

1,195,563

1,200,000

@@,C

Nova Chemicals, Ltd.,
7.875%, due 09/15/25

1,098,000

7,166,938

Coal: 0.5%

750,000

Massey Energy Co., 6.875%,
due 12/15/13

708,750

708,750

Principal
Amount

Value

Distribution/Wholesale: 3.5%

4,405,000

Wesco Distribution, Inc.,
7.500%, due 10/15/17

4,449,050

4,449,050

Electric: 8.0%

3,020,000

#,C

Allegheny Energy, Inc.,
8.250%, due 04/15/12

3,329,550

2,000,000

CMS Energy Corp., 6.875%,
due 12/15/15

2,075,000

750,000

CMS Energy Corp., 7.750%,
due 08/01/10

795,000

3,000,000

NRG Energy, Inc., 7.250%,
due 02/01/14

3,030,000

1,033,000

NRG Energy, Inc., 7.375%,
due 01/15/17

1,038,165

10,267,715

Electrical Components &
Equipment: 3.3%

4,000,000

General Cable Corp., 9.500%,
due 11/15/10

4,260,000

4,260,000

Electronics: 3.0%

3,750,000

Itron, Inc., 7.750%,
due 05/15/12

3,853,125

3,853,125

Forest Products & Paper: 2.7%

1,000,000

@@,C

Bowater Canada Finance,
7.950%, due 11/15/11

985,000

2,750,000

Bowater, Inc., 6.500%,
due 06/15/13

2,523,125

3,508,125

Healthcare-Products: 0.6%

700,000

Inverness Medical Innovations,
Inc., 8.750%, due 02/15/12

731,500

731,500

Household Products/Wares: 2.0%

2,450,000

Scotts Miracle-Gro Co.,
6.625%, due 11/15/13

2,578,625

2,578,625

Machinery-Diversified: 5.7%

2,500,000

Gardner Denver, Inc., 8.000%,
due 05/01/13

2,612,500

4,650,000

Manitowoc Co., 7.125%,
due 11/01/13

4,719,750

7,332,250

Metal Fabricate/Hardware: 1.8%

2,500,000

Mueller Industries, Inc.,
6.000%, due 11/01/14

2,340,625

2,340,625

Mining: 1.1%

1,500,000

@@,#,C

Novelis, Inc., 8.250%,
due 02/15/15

1,458,750

1,458,750

See Accompanying Notes to Financial Statements
270

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal
Amount

Value

Oil & Gas: 5.0%

3,175,000

Frontier Oil Corp., 6.625%,
due 10/01/11

3,182,936

250,000

Pogo Producing Co., 6.625%,
due 03/15/15

239,375

515,000

Tesoro Corp., 6.250%,
due 11/01/12

515,000

2,470,000

Tesoro Corp., 6.625%,
due 11/01/15

2,463,825

6,401,136

Pharmaceuticals: 0.3%

425,000

Valeant Pharmaceuticals
International, 7.000%,
due 12/15/11

410,125

410,125

Pipelines: 1.9%

2,500,000

Holly Energy Partners LP,
6.250%, due 03/01/15

2,387,500

2,387,500

Real Estate: 4.1%

2,700,000

Forest City Enterprises, Inc.,
6.500%, due 02/01/17

2,659,500

2,615,000

Forest City Enterprises, Inc.,
7.625%, due 06/01/15

2,680,375

5,339,875

Real Estate Investment Trusts: 5.5%

1,550,000

BF Saul Reit, 7.500%,
due 03/01/14

1,582,938

2,500,000

Host Marriott LP, 6.750%,
due 06/01/16

2,515,625

3,000,000

#,C

Rouse Co. LP, 6.750%,
due 05/01/13

3,027,756

7,126,319

Retail: 1.2%

1,000,000

Brown Shoe Co., Inc., 8.750%,
due 05/01/12

1,060,000

500,000

Sonic Automotive, Inc.,
8.625%, due 08/15/13

517,500

1,577,500

Telecommunications: 3.1%

3,000,000

Anixter International, Inc.,
5.950%, due 03/01/15

2,790,000

1,000,000

Corning, Inc., 8.875%,
due 08/15/21

1,228,786

4,018,786

Trucking & Leasing: 2.0%

2,500,000

Greenbrier Cos., Inc., 8.375%,
due 05/15/15

2,556,250

2,556,250

Total Corporate Bonds/Notes
(Cost $92,747,355)

93,487,319

Total Long-Term Investments
(Cost $121,682,084)

124,271,378

Principal Amount			Value
SHORT-TERM INVESTMENTS: 1.8%
		U.S. Government Agency Obligations: 1.8%
$	2,239,000	Federal Home Loan Bank, 4.600%, due 01/02/07	$	2,238,428
Total Short-Term Investments (Cost $2,238,428)				2,238,428

Total Investments in Securities (Cost $123,920,512)*	98.3	%	$	126,509,806
Other Assets and Liabilities-Net	1.7			2,238,146
Net Assets	100.0	%	$	128,747,952

@ Non-income producing security

@@ Foreign Issuer

C Bond may be called prior to maturity date.

* Cost for federal income tax purposes is $123,941,486.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	3,142,495
Gross Unrealized Depreciation		(574,175	)
Net Unrealized Appreciation	$	2,568,320

See Accompanying Notes to Financial Statements
271

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 99.8%
			Advertising: 3.0%
	248,200	@,L	Clear Channel Outdoor Holdings, Inc.	$	6,927,262
	49,400	@,L	Getty Images, Inc.		2,115,308
	86,400		Harte-Hanks, Inc.		2,394,144
	125,500	@,L	Lamar Advertising Co.		8,206,445
	74,500		Omnicom Group		7,788,230
	96,300	@@,L	WPP Group PLC		6,523,362
					33,954,751
			Aerospace/Defense: 1.3%
	99,000	@@,L	Empresa Brasileira de Aeronautica SA		4,099,590
	170,000		Rockwell Collins, Inc.		10,759,300
					14,858,890
			Airlines: 1.1%
	248,900		Skywest, Inc.		6,349,439
	421,400		Southwest Airlines Co.		6,455,848
					12,805,287
			Apparel: 0.8%
	207,900	@	Coach, Inc.		8,931,384
					8,931,384
			Banks: 3.3%
	31,800		City National Corp.		2,264,160
	60,500		East-West Bancorp., Inc.		2,142,910
	53,100		First Horizon National Corp.		2,218,518
	151,600	L	Investors Financial Services Corp.		6,468,772
	171,600		Northern Trust Corp.		10,414,404
	89,600		State Street Corp.		6,042,624
	52,400	@,L	SVB Financial Group		2,442,888
	104,300		Synovus Financial Corp.		3,215,569
	104,400		UCBH Holdings, Inc.		1,833,264
					37,043,109
			Biotechnology: 3.7%
	191,600	@,L	Celgene Corp.		11,022,748
	56,500	@,L	Charles River Laboratories International, Inc.		2,443,625
	301,300	@,@@,L	deCODE genetics, Inc.		1,364,889
	40,300	@	Genzyme Corp.		2,481,674
	55,600	@,L	Integra LifeSciences Holdings Corp.		2,368,004
	37,800	@,L	Invitrogen Corp.		2,139,102
	55,100	@,L	Martek Biosciences Corp.		1,286,034
	81,200	@,L	Medimmune, Inc.		2,628,444
	216,400	@,L	Millennium Pharmaceuticals, Inc.		2,358,760
	31,200	@,L	Millipore Corp.		2,077,920
	119,500	@,L	Nektar Therapeutics		1,817,595
	86,400	@,L	PDL BioPharma, Inc.		1,740,096
	254,100	@,@@,L	Qiagen NV		3,844,533
	99,000	@,L	Vertex Pharmaceuticals, Inc.		3,704,580
					41,278,004
			Chemicals: 1.1%
	125,000		Ecolab, Inc.		5,650,000
	27,200		Sigma-Aldrich Corp.		2,113,984
	84,600	@,L	Symyx Technologies		1,826,514
	107,100		Valspar Corp.		2,960,244
					12,550,742

Shares				Value
			Coal: 0.4%
	61,400		Consol Energy, Inc.	$	1,972,782
	91,000		Foundation Coal Holdings, Inc.		2,890,160
					4,862,942
			Commercial Services: 4.9%
	36,300	@,L	Apollo Group, Inc.		1,414,611
	63,700	@	ChoicePoint, Inc.		2,508,506
	72,000		Corporate Executive Board Co.		6,314,400
	74,500		DeVry, Inc.		2,086,000
	76,600	L	Equifax, Inc.		3,109,960
	89,700	L	H&R Block, Inc.		2,066,688
	135,200	@,L	Iron Mountain, Inc.		5,589,168
	45,700	@	ITT Educational Services, Inc.		3,033,109
	115,000	@	LECG Corp.		2,125,200
	39,300		Manpower, Inc.		2,944,749
	141,200	@	Monster Worldwide, Inc.		6,585,568
	74,900		Moody's Corp.		5,172,594
	78,900	@@,L	Ritchie Bros Auctioneers, Inc.		4,224,306
	152,800		Robert Half International, Inc.		5,671,936
	86,900	@,L	Universal Technical Institute, Inc.		1,930,049
					54,776,844
			Computers: 1.7%
	129,700	@,L	Cadence Design Systems, Inc.		2,322,927
	95,000	@	Cognizant Technology Solutions Corp.		7,330,200
	33,200	@,L	DST Systems, Inc.		2,079,316
	58,000		Factset Research Systems, Inc.		3,275,840
	98,100		Jack Henry & Associates, Inc.		2,099,340
	88,800	@	Synopsys, Inc.		2,373,624
					19,481,247
			Cosmetics/Personal Care: 0.6%
	210,100		Avon Products, Inc.		6,941,704
					6,941,704
			Distribution/Wholesale: 0.9%
	38,000	L	CDW Corp.		2,672,160
	72,000	L	Fastenal Co.		2,583,360
	75,000	L	WW Grainger, Inc.		5,245,500
					10,501,020
			Diversified Financial Services: 6.4%
	20,300	@,L	Affiliated Managers Group, Inc.		2,134,139
	35,100		Blackrock, Inc.		5,331,690
	74,000	@	Cbot Holdings, Inc.		11,208,780
	107,500		Charles Schwab Corp.		2,079,050
	19,000		Chicago Mercantile Exchange Holdings, Inc.		9,685,250
	220,000	@	E*Trade Financial Corp.		4,932,400
	135,500	L	Eaton Vance Corp.		4,472,855
	66,000		Federated Investors, Inc.		2,229,480
	85,200	@,L	IntercontinentalExchange, Inc.		9,193,080
	47,300	L	International Securities Exchange, Inc.		2,213,167
	100,100	L	Janus Capital Group, Inc.		2,161,159
	80,600	@@,L	Lazard Ltd.		3,815,604
	26,000	L	Legg Mason, Inc.		2,471,300
	88,000		Nuveen Investments, Inc.		4,565,440
	17,800	@,L	Nymex Holdings, Inc.		2,207,378

See Accompanying Notes to Financial Statements
272

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Diversified Financial Services (continued)
	70,000		OptionsXpress Holdings, Inc.	$	1,588,300
	129,400	@,L	TD Ameritrade Holding Corp.		2,093,692
					72,382,764
			Electric: 0.8%
	395,000	@	AES Corp.		8,705,800
	2,201	@	Dynegy, Inc.		15,935
					8,721,735
			Electrical Components & Equipment: 0.4%
	148,050	L	Ametek, Inc.		4,713,912
					4,713,912
			Electronics: 2.5%
	176,500	@,L	Cogent, Inc.		1,943,265
	44,700	@,L	Cymer, Inc.		1,964,565
	73,700	@	Dolby Laboratories, Inc.		2,286,174
	64,500	@,L	Flir Systems, Inc.		2,053,035
	27,200	@@,L	Garmin Ltd.		1,513,952
	138,000		Gentex Corp.		2,147,280
	93,000	@	II-VI, Inc.		2,598,420
	182,400		Jabil Circuit, Inc.		4,477,920
	86,300		National Instruments Corp.		2,350,812
	50,000	@	Thermo Electron Corp.		2,264,500
	89,000	@	Waters Corp.		4,358,330
					27,958,253
			Engineering & Construction: 0.8%
	75,600		Fluor Corp.		6,172,740
	49,100	@	Foster Wheeler, Ltd.		2,707,374
					8,880,114
			Entertainment: 1.4%
	68,200	@,L	DreamWorks Animation SKG, Inc.		2,011,218
	203,000	L	International Game Technology		9,378,600
	144,750	@,L	Shuffle Master, Inc.		3,792,450
					15,182,268
			Environmental Control: 0.4%
	53,200	@,L	Stericycle, Inc.		4,016,600
					4,016,600
			Food: 1.2%
	109,000	L	Hershey Co.		5,428,200
	53,400		McCormick & Co., Inc.		2,059,104
	125,750		WM Wrigley Jr. Co.		6,503,790
					13,991,094
			Healthcare - Products: 5.3%
	121,800	@,L	American Medical Systems Holdings, Inc.		2,255,736
	48,400	@,L	Arthrocare Corp.		1,932,128
	29,000		Becton Dickinson & Co.		2,034,350
	51,900		CR Bard, Inc.		4,306,143
	52,600		Dade Behring Holdings, Inc.		2,094,006
	68,100		Dentsply International, Inc.		2,032,785
	38,200	@	Edwards Lifesciences Corp.		1,796,928
	40,100	@	Gen-Probe, Inc.		2,100,037
	76,400	@	Henry Schein, Inc.		3,742,072
	43,000	@,L	Hologic, Inc.		2,033,040

Shares				Value
	62,300	@,L	Kyphon, Inc.	$	2,516,920
	53,900	@,L	Patterson Cos., Inc.		1,913,989
	86,800	@,L	Resmed, Inc.		4,272,296
	81,900	@	Respironics, Inc.		3,091,725
	207,000	@	St. Jude Medical, Inc.		7,567,920
	87,000	@	Techne Corp.		4,824,150
	93,900	@	Varian Medical Systems, Inc.		4,466,823
	40,200	@	Ventana Medical Systems		1,729,806
	56,000	@,L	Zimmer Holdings, Inc.		4,389,280
					59,100,134
			Healthcare - Services: 3.4%
	104,450	@	Coventry Health Care, Inc.		5,227,723
	63,000	@	DaVita, Inc.		3,583,440
	94,600	L	Health Management Associates, Inc.		1,997,006
	72,000	@	Health Net, Inc.		3,503,520
	67,400	@,L	Healthways, Inc.		3,215,654
	78,700	@	Humana, Inc.		4,352,897
	44,900	@,L	Laboratory Corp. of America Holdings		3,298,803
	52,200	@	LifePoint Hospitals, Inc.		1,759,140
	94,700	@	Lincare Holdings, Inc.		3,772,848
	95,100	L	Manor Care, Inc.		4,462,092
	66,000		Quest Diagnostics		3,498,000
					38,671,123
			Home Builders: 1.6%
	45,900	L	Centex Corp.		2,582,793
	41,000	L	KB Home		2,102,480
	59,000	L	Lennar Corp.		3,095,140
	37,000	@,L	Meritage Homes Corp.		1,765,640
	68,200		Pulte Homes, Inc.		2,258,784
	47,400	L	Thor Industries, Inc.		2,085,126
	54,600	@,L	Toll Brothers, Inc.		1,759,758
	65,600	L	Winnebago Industries		2,158,896
					17,808,617
			Home Furnishings: 0.2%
	22,000	L	Harman International Industries, Inc.		2,198,020
					2,198,020
			Household Products/Wares: 0.4%
	30,800		Avery Dennison Corp.		2,092,244
	31,500		Clorox Co.		2,020,725
					4,112,969
			Insurance: 2.6%
	24,900		AMBAC Financial Group, Inc.		2,217,843
	47,400	@,@@	Arch Capital Group Ltd.		3,204,714
	75,700	@@	Axis Capital Holdings Ltd.		2,526,109
	88,400	L	Brown & Brown, Inc.		2,493,764
	32,300		Cigna Corp.		4,249,711
	6,800	@	Markel Corp.		3,264,680
	74,700	L	Marsh & McLennan Cos., Inc.		2,290,302
	29,000	L	MBIA, Inc.		2,118,740
	91,200	@	Onebeacon Insurance Group, Ltd.		2,553,600
	40,500	@@	RenaissanceRe Holdings Ltd.		2,430,000
	55,700	@@	Willis Group Holdings Ltd.		2,211,847
					29,561,310

See Accompanying Notes to Financial Statements
273

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Internet: 2.6%
	78,100	@,L	Amazon.com, Inc.	$	3,081,826
	36,200	@,@@,L	Baidu.com ADR		4,080,464
	101,400	@,@@,L	Check Point Software Technologies		2,222,688
	85,500	@,L	Checkfree Corp.		3,433,680
	55,600	@,L	Digital River, Inc.		3,101,924
	31,900	@	F5 Networks, Inc.		2,367,299
	115,000	@	McAfee, Inc.		3,263,700
	78,800	@,@@,L	Sina Corp.		2,261,560
	142,100	@,L	VeriSign, Inc.		3,417,505
	89,600	@	Websense, Inc.		2,045,568
					29,276,214
			Leisure Time: 1.5%
	49,900		Brunswick Corp.		1,591,810
	145,700		Harley-Davidson, Inc.		10,267,479
	60,500	L	Royal Caribbean Cruises Ltd.		2,503,490
	72,900	@,L	WMS Industries, Inc.		2,541,294
					16,904,073
			Lodging: 3.6%
	46,000	L	Boyd Gaming Corp.		2,084,260
	110,000		Choice Hotels International, Inc.		4,631,000
	261,200	L	Hilton Hotels Corp.		9,115,880
	187,800		Marriott International, Inc.		8,961,816
	24,000	@@,L	Melco Pbl Entertainment ADR		510,240
	102,000		Starwood Hotels & Resorts Worldwide, Inc.		6,375,000
	31,000	L	Station Casinos, Inc.		2,531,770
	70,000	@,L	Wynn Resorts Ltd.		6,569,500
					40,779,466
			Machinery-Construction & Mining: 0.4%
	82,500		Joy Global, Inc.		3,988,050
					3,988,050
			Machinery-Diversified: 0.8%
	125,700		Graco, Inc.		4,980,234
	37,400		IDEX Corp.		1,773,134
	62,000	@,L	Zebra Technologies Corp.		2,156,980
					8,910,348
			Media: 1.2%
	155,300		Citadel Broadcasting Corp.		1,546,788
	46,800		EW Scripps Co.		2,337,192
	35,000		McGraw-Hill Cos., Inc.		2,380,700
	39,400	L	Meredith Corp.		2,220,190
	59,000	@@	Rogers Communications, Inc.		3,516,400
	170,500	@	Salem Communications Corp.		2,037,475
					14,038,745
			Metal Fabricate/Hardware: 0.8%
	121,400		Precision Castparts Corp.		9,503,192
					9,503,192
			Miscellaneous Manufacturing: 0.7%
	44,100		ITT Corp.		2,505,762
	62,800		Pall Corp.		2,169,740
	66,500		Roper Industries, Inc.		3,340,960
					8,016,462

Shares				Value
			Office Furnishings: 0.2%
	48,400		HNI, Corp.	$	2,149,444
					2,149,444
			Oil & Gas: 1.9%
	75,600	@,L	Bill Barrett Corp.		2,057,076
	200,400	@,@@,L	Compton Petroleum Corp.		1,827,648
	30,000	L	Diamond Offshore Drilling		2,398,200
	124,000	@,L	Mariner Energy, Inc.		2,430,400
	93,000		Murphy Oil Corp.		4,729,050
	90,000	@,@@,L	Nabors Industries Ltd.		2,680,200
	42,000	@,L	Ultra Petroleum Corp.		2,005,500
	74,200		XTO Energy, Inc.		3,491,110
					21,619,184
			Oil & Gas Services: 3.1%
	69,900		BJ Services Co.		2,049,468
	170,600	@	Cameron International Corp.		9,050,330
	36,900	@,@@,L	Core Laboratories NV		2,988,900
	189,300	@	Grant Prideco, Inc.		7,528,461
	201,100		Smith International, Inc.		8,259,177
	24,900	@	Tetra Technologies, Inc.		636,942
	113,400	@	Weatherford International Ltd.		4,738,986
					35,252,264
			Packaging & Containers: 0.2%
	32,100		Sealed Air Corp.		2,083,932
					2,083,932
			Pharmaceuticals: 3.8%
	94,300	@,L	Alkermes, Inc.		1,260,791
	73,232	L	Allergan, Inc.		8,768,800
	53,800	@,L	Amylin Pharmaceuticals, Inc.		1,940,566
	141,300	@,L	Atherogenics, Inc.		1,400,283
	53,900	@,L	Cephalon, Inc.		3,795,099
	92,800	@	Express Scripts, Inc.		6,644,480
	145,400	@	Medco Health Solutions, Inc.		7,770,176
	102,500	@,L	Neurocrine Biosciences, Inc.		1,068,050
	38,700	L	Omnicare, Inc.		1,494,981
	61,300	@,L	OSI Pharmaceuticals, Inc.		2,144,274
	67,300	@,L	Sepracor, Inc.		4,144,334
	90,300	@	Theravance, Inc.		2,789,367
					43,221,201
			Pipelines: 0.6%
	236,000	L	Williams Cos., Inc.		6,164,320
					6,164,320
			Retail: 5.4%
	43,000	L	Advance Auto Parts, Inc.		1,529,080
	187,000	@	Bed Bath & Beyond, Inc.		7,124,700
	71,900	@,L	Cheesecake Factory		1,768,740
	60,000	@,L	Dick's Sporting Goods, Inc.		2,939,400
	135,500		Dollar General Corp.		2,176,130
	119,400		Family Dollar Stores, Inc.		3,502,002
	138,000	L	Fred's, Inc.		1,661,520
	56,200	L	Men's Wearhouse, Inc.		2,150,212
	97,600	@,L	O'Reilly Automotive, Inc.		3,129,056
	39,400	@,L	Panera Bread Co.		2,202,854
	109,000		Petsmart, Inc.		3,145,740
	90,000	L	Ross Stores, Inc.		2,637,000
	137,955		Staples, Inc.		3,683,399
	158,000	L	Tiffany & Co.		6,199,920
	75,550	@@	Tim Hortons, Inc.		2,187,928

See Accompanying Notes to Financial Statements
274

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Retail (continued)
	258,000		TJX Cos., Inc.	$	7,358,160
	50,600	@,L	Tractor Supply Co.		2,262,326
	100,000	@,L	Urban Outfitters, Inc.		2,303,000
	103,000	L	Williams-Sonoma, Inc.		3,238,320
					61,199,487
			Semiconductors: 8.5%
	447,500	@	Altera Corp.		8,806,800
	207,000		Analog Devices, Inc.		6,804,090
	156,850	@,L	Broadcom Corp.		5,067,824
	121,400	@,L	Fairchild Semiconductor International, Inc.		2,040,734
	201,500	@	Integrated Device Technology, Inc.		3,119,220
	99,800	L	Intersil Corp.		2,387,216
	41,800	L	KLA-Tencor Corp.		2,079,550
	52,200	@,L	Lam Research Corp.		2,642,364
	310,300	L	Linear Technology Corp.		9,408,295
	294,800	@,@@,L	Marvell Technology Group Ltd.		5,657,212
	266,000		Maxim Integrated Products		8,144,920
	109,000	@	MEMC Electronic Materials, Inc.		4,266,260
	279,000		Microchip Technology, Inc.		9,123,300
	283,000	L	National Semiconductor Corp.		6,424,100
	112,000	@	QLogic Corp.		2,455,040
	111,400	@	Semtech Corp.		1,455,998
	129,000	@,L	Silicon Laboratories, Inc.		4,469,850
	162,000	@,L	Teradyne, Inc.		2,423,520
	370,000	L	Xilinx, Inc.		8,809,700
					95,585,993
			Software: 8.3%
	199,180	@,L	Activision, Inc.		3,433,863
	82,700	@	Adobe Systems, Inc.		3,400,624
	93,100	@	American Reprographics Co.		3,101,161
	231,800	@	Autodesk, Inc.		9,378,628
	50,100	@,L	Avid Technology, Inc.		1,866,726
	92,100	@	Citrix Systems, Inc.		2,491,305
	57,000	@,@@	Cognos, Inc.		2,420,220
	37,500	@	Dun & Bradstreet Corp.		3,104,625
	148,900	@,L	Electronic Arts, Inc.		7,498,604
	52,500	L	Fair Isaac Corp.		2,134,125
	51,800		Fidelity National Information Services, Inc.		2,076,662
	46,800	@	Fiserv, Inc.		2,453,256
	61,700		Global Payments, Inc.		2,856,710
	55,350	@	Hyperion Solutions Corp.		1,989,279
	195,300	@,L	Intuit, Inc.		5,958,603
	198,000		MoneyGram International, Inc.		6,209,280
	186,600	@,L	Navteq Corp.		6,525,402
	223,900		Paychex, Inc.		8,853,006
	229,700	@,L	Red Hat, Inc.		5,283,100
	84,000	@,L	Salesforce.com, Inc.		3,061,800
	160,000	@@,L	Satyam Computer Services Ltd. ADR		3,841,600
	34,700		SEI Investments Co.		2,066,732
	98,400	@,L	THQ, Inc.		3,199,968
					93,205,279

Shares				Value
			Telecommunications: 3.6%
	282,700	@,L	American Tower Corp.	$	10,539,056
	302,300	@,L	Crown Castle International Corp.		9,764,290
	122,000	@,L	Juniper Networks, Inc.		2,310,680
	64,100	@,L	NeuStar, Inc.		2,079,404
	85,000	@,L	NII Holdings, Inc.		5,477,400
	313,150	@,L	SBA Communications Corp.		8,611,625
	78,600	@,L	Time Warner Telecom, Inc.		1,566,498
					40,348,953
			Textiles: 0.4%
	98,600		Cintas Corp.		3,915,406
					3,915,406
			Transportation: 2.0%
	109,700		CH Robinson Worldwide, Inc.		4,485,633
	141,000	L	Expeditors International Washington, Inc.		5,710,500
	128,100		Landstar System, Inc.		4,890,858
	253,000	@@	UTI Worldwide, Inc.		7,564,700
					22,651,691
Total Common Stock (Cost $979,099,693)					1,124,098,541

Principal Amount			Value
SHORT-TERM INVESTMENTS: 27.5%
		Securities Lending Collateral^cc: 27.5%
$	309,512,716	The Bank of New York Institutional Cash Reserves Fund	$	309,512,716
Total Short-Term Investments (Cost $309,512,716)				309,512,716

Total Investments in Securities (Cost $1,288,612,409)*	127.3	%	$	1,433,611,257
Other Assets and Liabilities-Net	(27.3	)		(307,829,977	)
Net Assets	100.0	%	$	1,125,781,280

@ 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 $1,291,875,981.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	185,727,357
Gross Unrealized Depreciation		(43,992,081	)
Net Unrealized Appreciation	$	141,735,276

See Accompanying Notes to Financial Statements
275

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
GROWTH EQUITY PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 97.3%
			Aerospace/Defense: 0.5%
	90,300		General Dynamics Corp.	$	6,713,805
					6,713,805
			Airlines: 1.0%
	886,600		Southwest Airlines Co.		13,582,712
					13,582,712
			Apparel: 0.5%
	69,500	L	Nike, Inc.		6,882,585
					6,882,585
			Banks: 4.4%
	590,283	@@	Anglo Irish Bank Corp. PLC		12,222,888
	172,000	@@	Erste Bank der Oesterreichischen Sparkassen AG		13,169,543
	166,000		Northern Trust Corp.		10,074,540
	269,500		State Street Corp.		18,175,080
	1,058,400	@@	UniCredito Italiano S.p.A.		9,252,239
					62,894,290
			Beverages: 1.3%
	93,800	@@	InBev NV		6,171,883
	184,700		PepsiCo, Inc.		11,552,985
					17,724,868
			Biotechnology: 2.9%
	337,400	@	Amgen, Inc.		23,047,794
	143,100	@,L	Celgene Corp.		8,232,543
	120,700	@,L	Genentech, Inc.		9,792,391
					41,072,728
			Chemicals: 0.6%
	160,400		Monsanto Co.		8,425,812
					8,425,812
			Commercial Services: 1.8%
	682,700	@@	Accenture Ltd.		25,212,111
					25,212,111
			Computers: 1.5%
	28,300	@	Affiliated Computer Services, Inc.		1,382,172
	96,600	@	Apple Computer, Inc.		8,195,544
	178,200	@	Dell, Inc.		4,471,038
	582,000	@,L	EMC Corp.		7,682,400
					21,731,154
			Cosmetics/Personal Care: 1.0%
	223,880		Procter & Gamble Co.		14,388,768
					14,388,768
			Distribution/Wholesale: 0.3%
	112,400	L	Fastenal Co.		4,032,912
					4,032,912
			Diversified Financial Services: 12.3%
	359,600		American Express Co.		21,816,932
	619,000		Charles Schwab Corp.		11,971,460
	4,000		Chicago Mercantile Exchange Holdings, Inc.		2,039,000
	402,910		Citigroup, Inc.		22,442,087
	264,700	L	Countrywide Financial Corp.		11,236,515

Shares				Value
	24,900	@@	Deutsche Boerse AG	$	4,585,840
	584,300	@	E*Trade Financial Corp.		13,100,006
	119,000		Franklin Resources, Inc.		13,110,230
	47,900		Goldman Sachs Group, Inc.		9,548,865
	107,300	L	Legg Mason, Inc.		10,198,865
	157,400		Morgan Stanley		12,817,082
	273,800		SLM Corp.		13,353,226
	462,000	@@	UBS AG		27,959,184
					174,179,292
			Entertainment: 0.6%
	198,600		International Game Technology		9,175,320
					9,175,320
			Food: 0.7%
	147,900		Sysco Corp.		5,436,804
	97,200		Whole Foods Market, Inc.		4,561,596
					9,998,400
			Healthcare-Products: 2.6%
	320,300		Medtronic, Inc.		17,139,253
	125,100	@	St. Jude Medical, Inc.		4,573,656
	160,600		Stryker Corp.		8,850,666
	76,900	@,L	Zimmer Holdings, Inc.		6,027,422
					36,590,997
			Healthcare-Services: 4.9%
	203,000	L	Aetna, Inc.		8,765,540
	89,600	@	Humana, Inc.		4,955,776
	626,300	L	UnitedHealth Group, Inc.		33,651,099
	285,400	@	WellPoint, Inc.		22,458,126
					69,830,541
			Home Builders: 0.6%
	169,700	L	Lennar Corp.		8,902,462
					8,902,462
			Home Furnishings: 1.0%
	137,000	L	Harman International Industries, Inc.		13,687,670
					13,687,670
			Household Products/Wares: 0.4%
	127,470	@@	Reckitt Benckiser PLC		5,814,812
					5,814,812
			Insurance: 3.0%
	311,800		American International Group, Inc.		22,343,588
	54,600		Hartford Financial Services Group, Inc.		5,094,726
	173,500	L	Prudential Financial, Inc.		14,896,710
					42,335,024
			Internet: 4.2%
	331,100	@,L	Amazon.com, Inc.		13,065,206
	195,700	@	eBay, Inc.		5,884,699
	54,900	@	Google, Inc.		25,280,352
	332,141	@	Liberty Media Holding Corp.-Interactive		7,164,281
	328,100	@,L	Yahoo!, Inc.		8,379,674
					59,774,212

See Accompanying Notes to Financial Statements
276

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
GROWTH EQUITY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Leisure Time: 0.4%
	114,000	L	Carnival Corp.	$	5,591,700
					5,591,700
			Lodging: 1.7%
	115,000		Marriott International, Inc.		5,487,800
	153,500	@,L	MGM Mirage		8,803,225
	107,000	@,L	Wynn Resorts Ltd.		10,041,950
					24,332,975
			Machinery-Construction & Mining: 0.5%
	136,000		Joy Global, Inc.		6,574,240
					6,574,240
			Machinery-Diversified: 0.3%
	50,400		Deere & Co.		4,791,528
					4,791,528
			Media: 3.9%
	116,600	@,L	EchoStar Communications Corp.		4,434,298
	351,500	@@,L	Grupo Televisa SA		9,494,015
	120,488	@	Liberty Media Holding Corp.		11,805,414
	294,700	@@	Rogers Communications, Inc.		17,564,120
	293,500	@	Viacom, Inc.		12,042,305
					55,340,152
			Mining: 0.8%
	538,400	@@	BHP Billiton Ltd.		10,708,294
					10,708,294
			Miscellaneous Manufacturing: 6.5%
	281,800		Danaher Corp.		20,413,592
	1,597,700		General Electric Co.		59,450,417
	400,500	@@	Tyco International Ltd.		12,175,200
					92,039,209
			Oil & Gas: 3.2%
	127,800		EOG Resources, Inc.		7,981,110
	189,538		ExxonMobil Corp.		14,524,297
	121,300	L	Murphy Oil Corp.		6,168,105
	225,800	@@	Total SA		16,247,982
					44,921,494
			Oil & Gas Services: 3.0%
	210,100	L	Baker Hughes, Inc.		15,686,066
	419,200	L	Schlumberger Ltd.		26,476,672
					42,162,738
			Pharmaceuticals: 7.2%
	417,300		Caremark Rx, Inc.		23,832,003
	116,800		Eli Lilly & Co.		6,085,280
	179,000	@	Gilead Sciences, Inc.		11,622,470
	201,900	@	Medco Health Solutions, Inc.		10,789,536
	319,337	@@	Novartis AG		18,344,714
	81,100	@@	Roche Holding AG		14,509,891
	118,200	@,L	Sepracor, Inc.		7,278,756
	176,000		Wyeth		8,961,920
					101,424,570
			Retail: 6.4%
	68,975		Best Buy Co., Inc.		3,392,880
	265,200	L	CVS Corp.		8,197,332

Shares				Value
	147,300	L	Home Depot, Inc.	$	5,915,568
	284,300	@	Kohl's Corp.		19,454,649
	323,400		Petsmart, Inc.		9,333,324
	321,400		Target Corp.		18,335,870
	161,700		Walgreen Co.		7,420,413
	100,600	@@,L	Wal-Mart de Mexico SA de CV		4,416,330
	305,500	L	Wal-Mart Stores, Inc.		14,107,990
					90,574,356
			Semiconductors: 5.1%
	318,000		Analog Devices, Inc.		10,452,660
	450,100	L	Applied Materials, Inc.		8,304,345
	121,200	@,@@	ASML Holding NV		2,985,156
	216,600		Intel Corp.		4,386,150
	837,200	@,@@,L	Marvell Technology Group Ltd.		16,065,868
	407,000		Maxim Integrated Products		12,462,340
	5,794	@@	Samsung Electronics Co., Ltd.		3,800,914
	114,600		Texas Instruments, Inc.		3,300,480
	429,400	L	Xilinx, Inc.		10,224,014
					71,981,927
			Software: 5.0%
	202,200	@	Adobe Systems, Inc.		8,314,464
	248,900	@	Autodesk, Inc.		10,070,494
	339,000		Automatic Data Processing, Inc.		16,695,750
	167,600	@,L	Intuit, Inc.		5,113,476
	856,525		Microsoft Corp.		25,575,837
	297,000	@	Oracle Corp.		5,090,580
					70,860,601
			Telecommunications: 6.7%
	350,000	@,@@	Amdocs Ltd.		13,562,500
	345,600	@@	America Movil SA de CV		15,628,032
	622,900	@	Cisco Systems, Inc.		17,023,857
	264,800	@,L	Corning, Inc.		4,954,408
	465,700	@,L	Crown Castle International Corp.		15,042,110
	505,100	@,L	Juniper Networks, Inc.		9,566,594
	111,800		Qualcomm, Inc.		4,224,922
	2,686,000	@@	Telefonaktiebolaget LM Ericsson		10,800,840
	95,000	@@	TELUS Corp.		4,243,650
					95,046,913
			Transportation: 0.5%
	173,700		Expeditors International Washington, Inc.		7,034,850
					7,034,850
Total Common Stock (Cost $1,142,839,366)					1,376,336,022

See Accompanying Notes to Financial Statements
277

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
GROWTH EQUITY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount			Value
SHORT-TERM INVESTMENTS: 17.7%
		Securities Lending Collateral^cc: 17.7%
$	250,015,114	The Bank of New York Institutional Cash Reserves Fund		250,015,114
Total Short-Term Investments (Cost $250,015,114)				250,015,114

Total Investments in Securities (Cost $1,392,854,480)*	115.0	%	$	1,626,351,136
Other Assets and Liabilities-Net	(15.0	)		(211,742,887	)
Net Assets	100.0	%	$	1,414,608,249

@ 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 $1,397,820,014.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	245,953,444
Gross Unrealized Depreciation		(17,422,322	)
Net Unrealized Appreciation	$	228,531,122

See Accompanying Notes to Financial Statements
278

ING TEMPLETON FOREIGN PORTFOLIO OF INVESTMENTS
EQUITY PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 95.8%
			Australia: 2.0%
	14,411		Alumina Ltd.	$	71,944
	13,204		National Australia Bank Ltd.		420,372
	113,847		Qantas Airways Ltd.		469,251
					961,567
			Belgium: 0.6%
	10,230		AGFA-Gevaert NV		260,725
					260,725
			Bermuda: 1.5%
	7,220		ACE Ltd.		437,315
	3,720		XL Capital Ltd.		267,914
					705,229
			Brazil: 1.4%
	10,560		Empresa Brasileira de Aeronautica SA		437,290
	15,490		Tele Norte Leste Participacoes SA ADR		231,111
					668,401
			Canada: 1.6%
	2,200		Alcan, Inc.		107,118
	12,626		BCE, Inc.		339,970
	36,800	@	Domtar, Inc.		310,835
					757,923
			China: 4.2%
	127,500	@	Byd Co., Ltd.		486,544
	256,500		China Shenhua Energy Co., Ltd.		616,637
	1,180,000		China Telecom Corp., Ltd.		644,285
	580,000		Shanghai Electric Group Co., Ltd.		242,827
					1,990,293
			Denmark: 0.8%
	8,960	@	Vestas Wind Systems A/S		377,078
					377,078
			Finland: 2.3%
	7,650		Stora Enso OYJ		120,339
	16,990		Stora Enso OYJ (Euro Denominated Security)		267,891
	28,100		UPM-Kymmene OYJ		707,961
					1,096,191
			France: 9.6%
	2,940		Accor SA		227,337
	11,181		AXA SA		450,722
	5,130		Compagnie Generale des Etablissements Michelin		490,032
	6,620		Electricite de France		481,361
	26,050		France Telecom SA		718,723
	8,600		Sanofi-Aventis		792,926
	8,360		Suez SA		432,074
	29,280		Thomson		571,900
	5,230		Total SA		376,337
					4,541,412
			Germany: 9.7%
	1,170		BASF AG		114,101
	10,450		Bayerische Motoren Werke AG		600,210
	13,470		Celesio AG		714,454
	24,380		Deutsche Post AG		735,833
	4,720		EON AG		640,261
	39,890	@	Infineon Technologies AG		558,693

Shares				Value
	1,780		Muenchener Rueckversicherungs AG	$	306,697
	6,410		Siemens AG		632,929
	2,690		Siemens AG ADR		265,100
					4,568,278
			Hong Kong: 2.1%
	36,200		Cheung Kong Holdings Ltd. ADR		445,676
	42,000	@	Hutchison Whampoa Ltd.		425,802
	11,500		Swire Pacific Ltd.		123,313
					994,791
			Israel: 0.3%
	5,990	@	Check Point Software Technologies		131,301
					131,301
			Italy: 2.7%
	7,335		ENI S.p.A.		246,714
	32,952		Mediaset S.p.A.		390,241
	71,357		UniCredito Italiano S.p.A.		623,783
					1,260,738
			Japan: 4.5%
	12,400		Fuji Photo Film Co., Ltd.		510,733
	14,000	@	Hitachi Ltd.		87,205
	12,500		Konica Minolta Holdings, Inc.		176,409
	18		Mitsubishi UFJ Financial Group, Inc.		223,304
	900		Nintendo Co., Ltd.		233,000
	6,000		Olympus Corp.		188,307
	13,700		Sony Corp.		586,706
	2,000		Takeda Pharmaceutical Co., Ltd.		137,072
					2,142,736
			Mexico: 1.1%
	18,880		Telefonos de Mexico SA de CV		533,549
					533,549
			Netherlands: 5.1%
	11,110		Koninklijke Philips Electronics NV		417,771
	31,370		Reed Elsevier NV		534,131
	8,980		Royal Dutch Shell PLC ADR		638,927
	7,860		SBM Offshore NV		269,722
	10,910		Unilever NV		297,510
	11,530		Vedior NV		238,360
					2,396,421
			Norway: 2.1%
	23,140		Norske Skogindustrier ASA		397,040
	30,760		Telenor ASA		576,399
					973,439
			Portugal: 0.8%
	27,570		Portugal Telecom SGPS SA		357,499
					357,499
			Singapore: 1.5%
	35,000		DBS Group Holdings Ltd.		513,834
	96,000		Singapore Telecommunications Ltd.		204,733
					718,567
			South Africa: 0.6%
	18,360		Sappi Ltd. ADR		307,897
					307,897

See Accompanying Notes to Financial Statements
279

ING TEMPLETON FOREIGN PORTFOLIO OF INVESTMENTS
EQUITY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			South Korea: 5.7%
	7,240		Kookmin Bank ADR	$	583,834
	18,390		Korea Electric Power Corp. ADR		417,637
	4,210		Posco ADR		348,041
	3,200	#	Samsung Electronics Co., Ltd. GDR		1,054,624
	10,610		SK Telecom Co., Ltd. ADR		280,953
					2,685,089
			Spain: 4.8%
	26,600		Banco Santander Central Hispano SA		495,321
	8,507		Iberdrola SA		370,857
	19,706		Repsol YPF SA		678,972
	34,090		Telefonica SA		723,755
					2,268,905
			Sweden: 2.8%
	7,550		Atlas Copco AB		252,797
	2,220		Autoliv, Inc.		133,866
	3,660		ForeningsSparbanken AB		132,610
	29,390		Nordea Bank AB		453,276
	14,950		Securitas AB		230,852
	12,940	@	Securitas Direct AB		41,017
	14,950	@	Securitas Systems AB		60,491
					1,304,909
			Switzerland: 3.9%
	2,170		Adecco SA		147,900
	1,650		Lonza Group AG		142,221
	1,640		Nestle SA		581,720
	7,791		Swiss Reinsurance		660,294
	5,150		UBS AG		311,666
					1,843,801
			Taiwan: 1.4%
	5,727		Chunghwa Telecom Co., Ltd. ADR		112,994
	74,417	#	Compal Electronics, Inc. GDR		331,719
	15,063		Lite-On Technology Corp. GDR		203,629
					648,342
			United Kingdom: 22.7%
	18,360		Aviva PLC		294,536
	67,240		BAE Systems PLC		559,005
	20,515		Boots Group PLC		335,810
	37,030		BP PLC		412,925
	46,740		British Sky Broadcasting PLC		477,851
	37,050		Burberry Group PLC		466,674
	64,210		Cadbury Schweppes PLC		685,799
	150,750		Compass Group PLC		854,026
	87,310		GKN PLC		473,903
	29,480		GlaxoSmithKline PLC		775,937
	106,410		Group 4 Securicor PLC		391,696
	41,200		HSBC Holdings PLC		754,051
	72,560		Kingfisher PLC		338,321
	12,020		Lloyds TSB Group PLC		135,123
	17,000		National Grid PLC		246,047
	162,450		Old Mutual PLC		552,888
	14,080		Pearson PLC		212,211
	22,280		Rolls-Royce Group PLC-Class B		194,701
	707,943	@	Rolls-Royce Group PLC		1,386
	22,100		Royal Bank of Scotland Group PLC		860,092
	13,310		Smiths Group PLC		257,930
	14,090		Standard Chartered PLC		410,460
	264,276		Vodafone Group PLC		729,839

Shares			Value
	30,530	WM Morrison Supermarkets PLC	$	151,953
	11,150	Yell Group PLC		124,146
				10,697,310
		Total Common Stock (Cost $39,508,086)		45,192,391

Principal Amount			Value
SHORT-TERM INVESTMENTS: 13.4%
		U.S. Government Agency Obligations: 13.4%
$	6,338,000	Federal Home Loan Bank, 4.800%, due 01/02/07		6,336,310
Total Short-Term Investments (Cost $6,336,310)				6,336,310

Total Investments in Securities (Cost $45,844,396)*	109.2	%	$	51,528,701
Other Assets and Liabilities-Net	(9.2	)		(4,335,944	)
Net Assets	100.0	%	$	47,192,757

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

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

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	5,754,521
Gross Unrealized Depreciation		(70,216	)
Net Unrealized Appreciation	$	5,684,305

See Accompanying Notes to Financial Statements
280

ING TEMPLETON FOREIGN PORTFOLIO OF INVESTMENTS
EQUITY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Industry	Percentage of Net Assets
Aerospace/Defense		2.5	%
Airlines		1.0
Apparel		1.0
Auto Manufacturers		1.3
Auto Parts & Equipment		2.3
Banks		11.9
Chemicals		0.5
Coal		1.3
Commercial Services		2.3
Computers		1.1
Diversified Financial Services		0.7
Electric		5.5
Electrical Components & Equipment		2.0
Electronics		0.9
Food		3.6
Food Service		1.8
Forest Products & Paper		4.5
Holding Companies - Diversified		1.2
Home Furnishings		2.5
Insurance		6.3
Internet		0.3
Iron/Steel		0.7
Lodging		0.5
Machinery - Construction & Mining		0.5
Machinery - Diversified		0.5
Media		3.7
Mining		0.4
Miscellaneous Manufacturing		4.9
Oil & Gas		5.0
Oil & Gas Services		0.6
Pharmaceuticals		5.1
Real Estate		0.9
Retail		1.4
Semiconductors		3.4
Telecommunications		11.6
Toys/Games/Hobbies		0.5
Transportation		1.6
Short-Term Investments		13.4
Other Assets and Liabilities - Net		(9.2	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
281

PORTFOLIO OF INVESTMENTS
ING THORNBURG VALUE PORTFOLIO AS OF DECEMBER 31, 2006

Value

COMMON STOCK: 96.0%

Airlines: 2.6%

361,800

@,L

JetBlue Airways Corp.

5,137,560

5,137,560

Auto Manufacturers: 2.2%

64,623

Peugeot SA

4,278,673

4,278,673

Banks: 1.7%

184,100

HSBC Holdings PLC

3,369,435

3,369,435

Chemicals: 2.3%

64,800

Air Products & Chemicals, Inc.

4,554,144

4,554,144

Commercial Services: 5.1%

477,776

@,L

BearingPoint, Inc.

3,760,097

350,150

@,L

Hertz Global Holdings, Inc.

6,089,109

9,849,206

Computers: 2.9%

220,500

Dell, Inc.

5,532,345

64,800

@,X

Seagate Technology, Inc.-Escrow

5,532,346

Diversified Financial Services: 9.0%

154,200

Charles Schwab Corp.

2,982,228

106,100

Citigroup, Inc.

5,909,770

67,500

Freddie Mac

4,583,250

40,400

@,L

NYSE Group, Inc.

3,926,880

17,402,128

Electric: 2.1%

18,100

Dynegy, Inc.

131,044

43,500

Entergy Corp.

4,015,920

4,146,964

Electronics: 2.4%

100,800

Thermo Electron Corp.

4,565,232

4,565,232

Healthcare - Products: 2.4%

70,548

@,L

Cytyc Corp.

1,996,508

41,200

Johnson & Johnson

2,720,024

4,716,532

Healthcare - Services: 3.1%

76,500

WellPoint, Inc.

6,019,785

6,019,785

Insurance: 3.1%

84,600

American International
Group, Inc.

6,062,436

6,062,436

Internet: 1.6%

6,885

Google, Inc.

3,170,405

3,170,405

Lodging: 2.4%

51,100

@,L

Las Vegas Sands Corp.

4,572,428

4,572,428

Shares				Value
			Media: 3.8%
	98,800	@	Comcast Corp.	$	4,137,744
	126,400	@,L	DIRECTV Group, Inc.		3,152,416
					7,290,160
			Mining: 5.4%
	187,700		Alcoa, Inc.		5,632,877
	90,100	L	Southern Copper Corp.		4,855,489
					10,488,366
			Miscellaneous Manufacturing: 2.9%
	151,500		General Electric Co.		5,637,315
					5,637,315
			Oil & Gas: 11.4%
	72,000	L	Apache Corp.		4,788,720
	65,975		Chevron Corp.		4,851,142
	68,200		ConocoPhillips		4,906,990
	97,800		ExxonMobil Corp.		7,494,414
					22,041,266
			Pharmaceuticals: 2.0%
	124,100	@@	Teva Pharmaceutical Industries Ltd. ADR		3,857,028
					3,857,028
			Retail: 6.8%
	51,700		Abercrombie & Fitch Co.		3,599,871
	787,400	@,L	Rite Aid Corp.		4,283,456
	92,200		Target Corp.		5,260,010
					13,143,337
			Semiconductors: 1.9%
	91,830	@	MEMC Electronic Materials, Inc.		3,594,226
					3,594,226
			Software: 7.0%
	168,779	@	Eclipsys Corp.		3,470,096
	195,600		Microsoft Corp.		5,840,616
	243,600	@	Oracle Corp.		4,175,304
					13,486,016
			Telecommunications: 11.9%
	107,500	@,L	American Tower Corp.		4,007,600
	431,300	@@	China Mobile Ltd.		3,717,784
	203,560	@@	Chunghwa Telecom Co., Ltd. ADR		4,016,239
	766,700	@,L	Level 3 Communications Inc.		4,293,520
	151,200	L	Motorola, Inc.		3,108,672
	59,816	@,L	NII Holdings, Inc.		3,854,543
					22,998,358
Total Common Stock (Cost $163,167,640)					185,913,346

Principal Amount			Value
SHORT-TERM INVESTMENTS: 24.0%
		U.S. Government Agency Obligations: 2.9%
$	5,551,000	Federal Home Loan Bank, 4.600%, due 01/02/07		5,549,581
Total U.S. Government Agency Obligations (Cost $5,549,581)				5,549,581

See Accompanying Notes to Financial Statements
282

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

Principal Amount			Value
		Securities Lending Collateral^cc: 21.1%
$	40,882,194	The Bank of New York Institutional Cash Reserves Fund	$	40,882,194
Total Securities Lending Collateral (Cost $40,882,194)				40,882,194
Total Short-Term Investments (Cost $46,431,775)				46,431,775

Total Investments in Securities (Cost $209,599,415)*	120.0	%	$	232,345,121
Other Assets and Liabilities-Net	(20.0	)		(38,762,663	)
Net Assets	100.0	%	$	193,582,458

@ 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.

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

* Cost for federal income tax purposes is $210,231,100.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	23,575,933
Gross Unrealized Depreciation		(1,461,912	)
Net Unrealized Appreciation	$	22,114,021

See Accompanying Notes to Financial Statements
283

ING UBS PORTFOLIO OF INVESTMENTS
U.S. LARGE CAP EQUITY PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 97.5%
			Advertising: 2.6%
	65,800	L	Omnicom Group	$	6,878,732
	52,086	@,L	R.H. Donnelley Corp.		3,267,355
					10,146,087
			Aerospace/Defense: 0.8%
	46,200		Northrop Grumman Corp.		3,127,740
					3,127,740
			Apparel: 0.5%
	48,200	@	Coach, Inc.		2,070,672
					2,070,672
			Auto Manufacturers: 1.1%
	63,500	L	Paccar, Inc.		4,121,150
					4,121,150
			Auto Parts & Equipment: 2.9%
	59,300	L	BorgWarner, Inc.		3,499,886
	90,100	L	Johnson Controls, Inc.		7,741,392
					11,241,278
			Banks: 8.6%
	25,100		City National Corp.		1,787,120
	172,700		Fifth Third Bancorp.		7,068,611
	169,500	L	Mellon Financial Corp.		7,144,425
	77,100		PNC Financial Services Group, Inc.		5,708,484
	322,900		Wells Fargo & Co.		11,482,324
					33,190,964
			Beverages: 1.4%
	55,600	L	Anheuser-Busch Cos., Inc.		2,735,520
	97,700	@,L	Constellation Brands, Inc.		2,835,254
					5,570,774
			Biotechnology: 1.7%
	83,900	@	Genzyme Corp.		5,166,562
	136,100	@,L	Millennium Pharmaceuticals, Inc.		1,483,490
					6,650,052
			Building Materials: 2.0%
	256,700		Masco Corp.		7,667,629
					7,667,629
			Commercial Services: 1.3%
	90,600	@@	Accenture Ltd.		3,345,858
	75,200	L	H&R Block, Inc.		1,732,608
					5,078,466
			Computers: 0.7%
	109,900	@	Dell, Inc.		2,757,391
	69,400	@,X	Seagate Technology, Inc.-Escrow		1
					2,757,392
			Diversified Financial Services: 11.5%
	311,900		Citigroup, Inc.		17,372,830
	69,500		Freddie Mac		4,719,050
	151,700		JPMorgan Chase & Co.		7,327,110
	187,300		Morgan Stanley		15,251,839
					44,670,829

Shares				Value
			Electric: 4.2%
	79,200		American Electric Power Co., Inc.	$	3,372,336
	3,910	@	Dynegy, Inc.		28,308
	160,800		Exelon Corp.		9,951,912
	41,100	L	Northeast Utilities		1,157,376
	61,900		Pepco Holdings, Inc.		1,610,019
					16,119,951
			Electronics: 0.7%
	58,800	@	Waters Corp.		2,879,436
					2,879,436
			Exchange Traded Fund: 3.4%
	92,100	L	SPDR Trust Series 1		13,049,649
					13,049,649
			Food: 1.5%
	153,100		Sysco Corp.		5,627,956
					5,627,956
			Gas: 1.7%
	94,500	L	NiSource, Inc.		2,277,450
	75,200		Sempra Energy		4,214,208
					6,491,658
			Healthcare-Products: 2.8%
	101,100		Johnson & Johnson		6,674,622
	80,200		Medtronic, Inc.		4,291,502
					10,966,124
			Healthcare-Services: 1.9%
	140,300		UnitedHealth Group, Inc.		7,538,319
					7,538,319
			Household Products/Wares: 0.4%
	17,600		Fortune Brands, Inc.		1,502,864
					1,502,864
			Insurance: 4.4%
	62,100		Allstate Corp.		4,043,331
	125,400		American International Group, Inc.		8,986,164
	42,800		Hartford Financial Services Group, Inc.		3,993,668
					17,023,163
			Internet: 2.9%
	58,500	@,L	Amazon.com, Inc.		2,308,410
	61,400	@,L	McAfee, Inc.		1,742,532
	223,904	@,L	Symantec Corp.		4,668,398
	97,800	@,L	Yahoo!, Inc.		2,497,812
					11,217,152
			Leisure Time: 2.4%
	129,600	L	Carnival Corp.		6,356,880
	44,100		Harley-Davidson, Inc.		3,107,727
					9,464,607
			Lodging: 0.2%
	27,840	@,L	Wyndham Worldwide Corp.		891,437
					891,437

See Accompanying Notes to Financial Statements
284

ING UBS PORTFOLIO OF INVESTMENTS
U.S. LARGE CAP EQUITY PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Media: 1.0%
	136,700		News Corp., Inc.	$	2,936,316
	20,200	@,L	Univision Communications, Inc.		715,484
	8,100	@	Viacom, Inc.		332,343
					3,984,143
			Miscellaneous Manufacturing: 1.8%
	148,500		Illinois Tool Works, Inc.		6,859,215
					6,859,215
			Oil & Gas: 4.4%
	33,400		Chevron Corp.		2,455,902
	70,100		ENSCO International, Inc.		3,509,206
	47,700		EOG Resources, Inc.		2,978,865
	52,200		ExxonMobil Corp.		4,000,086
	68,300	L	GlobalSantaFe Corp.		4,014,674
					16,958,733
			Oil & Gas Services: 0.9%
	109,700		Halliburton Co.		3,406,185
					3,406,185
			Pharmaceuticals: 8.7%
	74,100	L	Allergan, Inc.		8,872,734
	176,900		Bristol-Myers Squibb Co.		4,656,008
	27,400	@,L	Cephalon, Inc.		1,929,234
	76,400	@	Medco Health Solutions, Inc.		4,082,816
	121,300		Merck & Co., Inc.		5,288,680
	171,500		Wyeth		8,732,780
					33,562,252
			Real Estate: 0.3%
	36,700	@	Realogy Corp.		1,112,744
					1,112,744
			Retail: 3.5%
	103,600	@,L	Chico's FAS, Inc.		2,143,484
	98,300	L	Costco Wholesale Corp.		5,197,121
	150,700	L	Home Depot, Inc.		6,052,112
					13,392,717
			Semiconductors: 3.8%
	139,500	L	Analog Devices, Inc.		4,585,365
	325,200		Intel Corp.		6,585,300
	154,000	L	Xilinx, Inc.		3,666,740
					14,837,405
			Software: 4.3%
	471,200		Microsoft Corp.		14,070,033
	112,500	@,L	Red Hat, Inc.		2,587,500
					16,657,533
			Telecommunications: 3.7%
	157,700		AT&T, Inc.		5,637,775
	20,349		Embarq Corp.		1,069,543
	406,889		Sprint Nextel Corp.		7,686,133
					14,393,451
			Transportation: 3.5%
	93,200		Burlington Northern Santa Fe Corp.		6,879,092
	59,700		FedEx Corp.		6,484,614
					13,363,706
Total Common Stock (Cost $322,730,127)					377,593,433

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 20.2%

U.S. Government Agency Obligations: 2.4%

9,219,000

Federal Home Loan Bank, 4.600%,
due 01/02/07

9,216,644

Total U.S. Government
Agency Obligations
(Cost $9,216,644)

9,216,644

Securities Lending Collateral^cc: 17.8%

69,037,649

The Bank of New York Institutional
Cash Reserves Fund

69,037,649

Total Securities Lending Collateral
(Cost $69,037,649)

69,037,649

Total Short-Term Investments
(Cost $78,254,293)

78,254,293

Total Investments in Securities (Cost $400,984,420)*	117.7	%	$	455,847,726
Other Assets and Liabilities-Net	(17.7	)		(68,403,900	)
Net Assets	100.0	%	$	387,443,826

@ 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.

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

* Cost for federal income tax purposes is $401,521,099.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	57,015,786
Gross Unrealized Depreciation		(2,689,159	)
Net Unrealized Appreciation	$	54,326,627

See Accompanying Notes to Financial Statements
285

ING UBS PORTFOLIO OF INVESTMENTS
U.S. SMALL CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 97.8%
			Aerospace/Defense: 2.0%
	14,000	@	AAR Corp.	$	408,660
	2,600		DRS Technologies, Inc.		136,968
					545,628
			Airlines: 0.1%
	1,300	@	Allegiant Travel Co.		36,478
					36,478
			Apparel: 2.4%
	700	@	Heelys, Inc.		22,477
	12,600		Phillips-Van Heusen		632,142
					654,619
			Banks: 3.0%
	10,700		Investors Financial Services Corp.		456,569
	21,500		UCBH Holdings, Inc.		377,540
					834,109
			Biotechnology: 3.5%
	3,700	@	Alexion Pharmaceuticals, Inc.		149,443
	800	@	Charles River Laboratories International, Inc.		34,600
	14,100	@	Exelixis, Inc.		126,900
	10,500	@	Keryx Biopharmaceuticals, Inc.		139,650
	7,400	@	Lifecell Corp.		178,636
	5,300	@	Myriad Genetics, Inc.		165,890
	8,500	@	Regeneron Pharmaceuticals, Inc.		170,595
					965,714
			Building Materials: 1.5%
	5,300	@	Genlyte Group, Inc.		413,983
					413,983
			Commercial Services: 6.3%
	7,200	@	CRA International, Inc.		377,280
	4,700	@	Korn/Ferry International		107,912
	18,300	@	Labor Ready, Inc.		335,439
	9,500	@	Peoplesupport, Inc.		199,975
	19,000	@	TeleTech Holdings, Inc.		453,720
	8,000	@,@@	WNS Holdings Ltd. ADR		248,800
					1,723,126
			Computers: 3.3%
	6,900	@	CACI International, Inc.		389,850
	6,100		Factset Research Systems, Inc.		344,528
	900	@	Isilon Systems, Inc.		24,840
	9,600	@	Radisys Corp.		160,032
					919,250
			Distribution/Wholesale: 1.5%
	6,750	@	Beacon Roofing Supply, Inc.		127,035
	12,400	@	LKQ Corp.		285,076
					412,111
			Electrical Components & Equipment: 0.5%
	3,800	@	Energy Conversion Devices, Inc.		129,124
					129,124
			Electronics: 1.4%
	15,700	@	Benchmark Electronics, Inc.		382,452
					382,452

Shares				Value
			Energy - Alternate Sources: 0.6%
	5,200	@	First Solar, Inc.	$	154,960
					154,960
			Engineering & Construction: 1.4%
	6,900	@	EMCOR Group, Inc.		392,265
					392,265
			Healthcare - Products: 5.0%
	9,500	@	Arthrocare Corp.		379,240
	7,300	@	Aspect Medical Systems, Inc.		137,313
	10,700	@	DexCom, Inc.		105,502
	10,400	@	Hansen Medical, Inc.		120,016
	4,400	@	Resmed, Inc.		216,568
	15,100	@	Viasys Healthcare, Inc.		420,082
					1,378,721
			Healthcare-Services: 6.4%
	16,500	@	Pediatrix Medical Group, Inc.		806,850
	16,800	@	Psychiatric Solutions, Inc.		630,336
	11,100	@	United Surgical Partners International, Inc.		314,685
					1,751,871
			Household Products/Wares: 1.4%
	8,200	@	Central Garden & Pet Co.		397,044
					397,044
			Internet: 1.2%
	14,100	@	Perficient, Inc.		231,381
	16,700	@	Secure Computing Corp.		109,552
					340,933
			Iron/Steel: 1.6%
	13,400		Steel Dynamics, Inc.		434,830
					434,830
			Leisure Time: 0.3%
	5,800		Nautilus, Inc.		81,200
					81,200
			Lodging: 2.1%
	12,000	@@	Orient-Express Hotels Ltd.		567,840
					567,840
			Machinery-Diversified: 2.4%
	12,800		Cognex Corp.		304,896
	3,400	@	Middleby Corp.		355,878
					660,774
			Miscellaneous Manufacturing: 1.5%
	9,000	@	ESCO Technologies, Inc.		408,960
					408,960
			Oil & Gas: 4.8%
	28,000	@	EXCO Resources, Inc.		473,479
	11,500		Patterson-UTI Energy, Inc.		267,145
	31,915	@, I	PetroHawk Energy Corp.		367,023
	5,500	@	Quicksilver Resources, Inc.		201,245
					1,308,892
			Oil & Gas Services: 3.6%
	3,200	@,@@	Core Laboratories NV		259,200
	28,000	@	Tetra Technologies, Inc.		716,240
					975,440

See Accompanying Notes to Financial Statements
286

ING UBS PORTFOLIO OF INVESTMENTS
U.S. SMALL CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Pharmaceuticals: 5.3%
	9,500	@	BioMarin Pharmaceuticals, Inc.	$	155,705
	5,900	@	Cubist Pharmaceuticals, Inc.		106,849
	11,300	@	Emergent Biosolutions, Inc.		126,108
	13,400	@	Isis Pharmaceuticals, Inc.		149,008
	8,800	@	Nuvelo, Inc.		35,200
	9,800	@	Penwest Pharmaceuticals Co.		162,876
	9,900	@	Renovis, Inc.		31,284
	21,800	@	VCA Antech, Inc.		701,742
					1,468,772
			Real Estate Investment Trusts: 2.8%
	7,100		BioMed Realty Trust, Inc.		203,060
	13,100		Ventas, Inc.		554,392
					757,452
			Retail: 9.9%
	3,300	@	Buffalo Wild Wings, Inc.		175,560
	12,400	@	California Pizza Kitchen, Inc.		413,044
	8,500	@	Childrens Place Retail Stores, Inc.		539,920
	19,100		Christopher & Banks Corp.		356,406
	25,700		CKE Restaurants, Inc.		472,880
	3,600	@	DSW, Inc.		138,852
	5,700	@	Guitar Center, Inc.		259,122
	9,200	@	Tween Brands, Inc.		367,356
					2,723,140
			Semiconductors: 9.0%
	8,700	@	Diodes, Inc.		308,676
	11,200	@	Exar Corp.		145,600
	7,000	@	Hittite Microwave Corp.		226,240
	21,300	@	Microsemi Corp.		418,545
	11,100	@	Photronics, Inc.		181,374
	8,800	@	Power Integrations, Inc.		206,360
	16,000	@	Rudolph Technologies, Inc.		254,720
	23,700	@	Silicon Image, Inc.		301,464
	6,800	@	Standard Microsystems Corp.		190,264
	28,500	@	Syntax-Brillian Corp.		244,815
					2,478,058
			Software: 5.7%
	2,100	@	DivX, Inc.		48,447
	700		Fair Isaac Corp.		28,455
	11,200	@	Neoware, Inc.		147,952
	33,700	@	Nuance Communications, Inc.		386,202
	10,171	@	Phase Forward, Inc.		152,362
	11,100	@	Progress Software Corp.		310,023
	5,900	@	THQ, Inc.		191,868
	8,628	@	Verint Systems, Inc.		295,768
					1,561,077
			Telecommunications: 2.8%
	6,000	@	NeuStar, Inc.		194,640
	17,500	@,@@	Nice Systems Ltd. ADR		538,650
	1,800	@	Optium Corp.		44,892
					778,182
			Transportation: 4.5%
	16,300	@	HUB Group, Inc.		449,065
	11,900		Landstar System, Inc.		454,342
	11,600	@@	UTI Worldwide, Inc.		346,840
					1,250,247
Total Common Stock (Cost $25,981,873)					26,887,252

Principal Amount			Value
SHORT-TERM INVESTMENTS: 1.5%
		U.S. Government Agency Obligations: 1.5%
$	410,000	Federal Home Loan Bank, 4.600%, due 01/02/07	$	409,895
Total Short-Term Investments (Cost $409,895)				409,895

Total Investments in Securities (Cost $26,391,768)*	99.3	%	$	27,297,147
Other Assets and Liabilities-Net	0.7			186,661
Net Assets	100.0	%	$	27,483,808

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

I Illiquid security

* Cost for federal income tax purposes is $26,941,188.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	1,320,041
Gross Unrealized Depreciation		(964,082	)
Net Unrealized Appreciation	$	355,959

See Accompanying Notes to Financial Statements
287

PORTFOLIO OF INVESTMENTS
ING VAN KAMPEN COMSTOCK PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 91.7%
			Agriculture: 1.6%
	191,300		Altria Group, Inc.	$	16,417,366
					16,417,366
			Airlines: 0.0%
	19,400		Southwest Airlines Co.		297,208
					297,208
			Banks: 10.0%
	606,700		Bank of America Corp.		32,391,713
	338,500		Bank of New York Co., Inc.		13,326,745
	37,500	@@,L	Barclays PLC ADR		2,180,250
	113,600		PNC Financial Services Group, Inc.		8,410,944
	36,820	L	SunTrust Banks, Inc.		3,109,449
	132,500		US Bancorp.		4,795,175
	404,700	L	Wachovia Corp.		23,047,665
	432,500		Wells Fargo & Co.		15,379,700
					102,641,641
			Beverages: 2.6%
	133,400		Anheuser-Busch Cos., Inc.		6,563,280
	428,300		Coca-Cola Co.		20,665,475
					27,228,755
			Chemicals: 3.4%
	564,800	L	EI DuPont de Nemours & Co.		27,511,408
	147,100	L	Rohm & Haas Co.		7,519,752
					35,031,160
			Commercial Services: 0.3%
	162,700		Western Union Co.		3,647,734
					3,647,734
			Computers: 2.7%
	47,412	@,L	Affiliated Computer Services, Inc.		2,315,602
	514,700	@	Dell, Inc.		12,913,823
	105,200		Hewlett-Packard Co.		4,333,188
	85,500		International Business Machines Corp.		8,306,325
					27,868,938
			Diversified Financial Services: 9.6%
	746,500		Citigroup, Inc.		41,580,050
	83,500		Fannie Mae		4,959,065
	385,700		Freddie Mac		26,189,030
	263,700		JPMorgan Chase & Co.		12,736,710
	141,900		Merrill Lynch & Co., Inc.		13,210,890
					98,675,745
			Electric: 0.7%
	162,150		American Electric Power Co., Inc.		6,904,347
					6,904,347
			Electronics: 0.1%
	63,080	@,@@,L	Flextronics International Ltd.		724,158
	33,950	@,L	Kemet Corp.		247,835
					971,993

Shares				Value
			Food: 4.4%
	288,600	@@	Cadbury Schweppes PLC ADR	$	12,389,598
	386,300	L	Kraft Foods, Inc.		13,790,910
	703,300	@@	Unilever NV ADR		19,164,925
					45,345,433
			Forest Products & Paper: 3.2%
	960,077	L	International Paper Co.		32,738,626
					32,738,626
			Healthcare - Products: 0.7%
	449,200	@	Boston Scientific Corp.		7,717,256
					7,717,256
			Household Products/Wares: 2.0%
	304,900		Kimberly-Clark Corp.		20,717,955
					20,717,955
			Insurance: 6.2%
	115,600	L	Aflac, Inc.		5,317,600
	149,500		American International Group, Inc.		10,713,170
	1,520	@,L	Berkshire Hathaway, Inc.		5,572,320
	254,860	L	Chubb Corp.		13,484,643
	92,100		Genworth Financial, Inc.		3,150,741
	40,200		Hartford Financial Services Group, Inc.		3,751,062
	120,200	L	Metlife, Inc.		7,093,002
	185,505		St. Paul Travelers Cos., Inc.		9,959,763
	71,370		Torchmark Corp.		4,550,551
					63,592,852
			Internet: 1.4%
	436,175	@	Liberty Media Holding Corp.- Interactive		9,408,295
	162,600	@	McAfee, Inc.		4,614,588
					14,022,883
			Machinery-Diversified: 0.0%
	21,970	L	Cognex Corp.		523,325
					523,325
			Media: 9.3%
	230,899		Clear Channel Communications, Inc.		8,206,150
	438,700	@,L	Comcast Corp.		18,570,171
	75,600	L	Gannett Co., Inc.		4,570,776
	89,135	@	Liberty Media Holding Corp.		8,733,447
	410,500		News Corp., Inc.		9,137,730
	1,021,000	L	Time Warner, Inc.		22,237,380
	461,250	@	Viacom, Inc.		18,925,088
	163,640		Walt Disney Co.		5,607,943
					95,988,685
			Mining: 2.2%
	764,500	L	Alcoa, Inc.		22,942,645
					22,942,645
			Miscellaneous Manufacturing: 0.6%
	167,400		General Electric Co.		6,228,954
					6,228,954

See Accompanying Notes to Financial Statements
288

PORTFOLIO OF INVESTMENTS
ING VAN KAMPEN COMSTOCK PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Oil & Gas: 0.5%
	70,600	@@	Total SA ADR	$	5,077,552
					5,077,552
			Pharmaceuticals: 16.7%
	262,500		Abbott Laboratories		12,786,375
	1,021,400		Bristol-Myers Squibb Co.		26,883,248
	136,500		Cardinal Health, Inc.		8,794,695
	323,500		Eli Lilly & Co.		16,854,350
	406,200	@@,L	GlaxoSmithKline PLC ADR		21,431,112
	675,100		Pfizer, Inc.		17,485,090
	188,700	@@	Roche Holding AG ADR		16,888,235
	197,300	@@	Sanofi-Aventis ADR		9,109,341
	911,500		Schering-Plough Corp.		21,547,860
	391,000		Wyeth		19,909,720
					171,690,026
			Retail: 3.5%
	349,200	L	CVS Corp.		10,793,772
	120,900		Lowe's Cos., Inc.		3,766,035
	464,300		Wal-Mart Stores, Inc.		21,441,374
					36,001,181
			Semiconductors: 1.8%
	448,980		Intel Corp.		9,091,845
	108,700	L	KLA-Tencor Corp.		5,407,825
	134,800	L	Texas Instruments, Inc.		3,882,240
					18,381,910
			Software: 0.9%
	162,600		First Data Corp.		4,149,552
	187,600		Microsoft Corp.		5,601,736
					9,751,288
			Telecommunications: 7.3%
	829,000		AT&T, Inc.		29,636,750
	192,200	@	Cisco Systems, Inc.		5,252,826
	19,755		Embarq Corp.		1,038,323
	38,430	@@	Nokia OYJ ADR		780,898
	265,700	L	Sprint Nextel Corp.		5,019,073
	18,377	@@	Telefonaktiebolaget LM Ericsson ADR		739,307
	875,800		Verizon Communications, Inc.		32,614,792
					75,081,969
Total Common Stock (Cost $832,334,684)					945,487,427

Principal Amount			Value
SHORT-TERM INVESTMENTS: 17.6%
		U.S. Government Agency Obligations: 8.1%
$	83,210,000	Fannie Mae, 4.800%, due 01/02/07		83,187,810
Total U.S. Government Agency Obligations (Cost $83,187,810)				83,187,810

Principal Amount			Value
		Securities Lending Collateral^cc: 9.5%
$	97,842,059	The Bank of New York Institutional Cash Reserves Fund	$	97,842,059
Total Securities Lending Collateral (Cost $97,842,059)				97,842,059
Total Short-Term Investments (Cost $181,029,869)				181,029,869

Total Investments in Securities (Cost $1,013,364,553)*	109.3	%	$	1,126,517,296
Other Assets and Liabilities-Net	(9.3	)		(96,185,382	)
Net Assets	100.0	%	$	1,030,331,914

@ 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 $1,015,179,758.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	118,903,932
Gross Unrealized Depreciation		(7,566,394	)
Net Unrealized Appreciation	$	111,337,538

See Accompanying Notes to Financial Statements
289

ING VAN KAMPEN PORTFOLIO OF INVESTMENTS
EQUITY & INCOME PORTFOLIO AS OF DECEMBER 31, 2006

Shares				Value
COMMON STOCK: 61.5%
			Aerospace/Defense: 1.3%
	83,480		Northrop Grumman Corp.	$	5,651,596
	146,280		Raytheon Co.		7,723,584
					13,375,180
			Agriculture: 1.0%
	123,180		Altria Group, Inc.		10,571,308
					10,571,308
			Auto Manufacturers: 0.6%
	156,950	@@	Honda Motor Co., Ltd. ADR		6,205,803
					6,205,803
			Banks: 2.7%
	166,056		Bank of America Corp.		8,865,730
	150,300		Fifth Third Bancorp.		6,151,779
	95,440		PNC Financial Services Group, Inc.		7,066,378
	84,350		State Street Corp.		5,688,564
					27,772,451
			Beverages: 1.3%
	211,360		Coca-Cola Co.		10,198,120
	44,000	@@	Diageo PLC ADR		3,489,640
					13,687,760
			Chemicals: 2.6%
	356,080	@@	Bayer AG ADR		19,000,429
	172,000		EI DuPont de Nemours & Co.		8,378,120
					27,378,549
			Commercial Services: 0.1%
	28,900		H&R Block, Inc.		665,856
	4,159		McKesson Corp.		210,861
					876,717
			Computers: 0.2%
	59,916		Hewlett-Packard Co.		2,467,940
					2,467,940
			Cosmetics/Personal Care: 0.4%
	62,110		Procter & Gamble Co.		3,991,810
					3,991,810
			Diversified Financial Services: 8.5%
	548,300		Charles Schwab Corp.		10,604,122
	399,880		Citigroup, Inc.		22,273,316
	227,170		Freddie Mac		15,424,843
	7,340		Goldman Sachs Group, Inc.		1,463,229
	481,552		JPMorgan Chase & Co.		23,258,962
	154,550		Merrill Lynch & Co., Inc.		14,388,605
					87,413,077
			Electric: 2.6%
	158,870		American Electric Power Co., Inc.		6,764,685
	11,000	C	CenterPoint Energy Resources Corp.		428,417
	74	@	Dynegy, Inc.		536
	123,565		Entergy Corp.		11,407,521
	129,920		FirstEnergy Corp.		7,834,176
					26,435,335

Shares				Value
			Electronics: 0.4%
	112,230		Applera Corp.-Applied Biosystems Group	$	4,117,719
					4,117,719
			Food: 2.3%
	180,300	@@	Cadbury Schweppes PLC ADR		7,740,279
	113,200		ConAgra Foods, Inc.		3,056,400
	46,600		Safeway, Inc.		1,610,496
	56,750		Supervalu, Inc.		2,028,813
	352,700	@@	Unilever NV ADR		9,611,075
					24,047,063
			Healthcare-Products: 1.1%
	158,674		Baxter International, Inc.		7,360,887
	244,100	@	Boston Scientific Corp.		4,193,638
					11,554,525
			Household Products/Wares: 0.3%
	38,850		Kimberly-Clark Corp.		2,639,858
					2,639,858
			Insurance: 5.6%
	153,360	@@	Aegon NV ADR		2,906,172
	191,594		Chubb Corp.		10,137,239
	41,150		Cigna Corp.		5,414,106
	69,180		Hartford Financial Services Group, Inc.		6,455,186
	490,000		Marsh & McLennan Cos., Inc.		15,023,400
	238,461		St. Paul Travelers Cos., Inc.		12,802,971
	73,400	@@	XL Capital Ltd.		5,286,268
					58,025,342
			Internet: 2.3%
	103,200	@	Amazon.com, Inc.		4,072,272
	699,133	@	Symantec Corp.		14,576,923
	192,700	@	Yahoo!, Inc.		4,921,558
					23,570,753
			Media: 3.7%
	135,749		Clear Channel Communications, Inc.		4,824,519
	109,800	@	Comcast Corp.		4,647,834
	773,480		Time Warner, Inc.		16,846,378
	283,625	@	Viacom, Inc.		11,637,134
					37,955,865
			Mining: 0.7%
	156,050		Newmont Mining Corp.		7,045,658
					7,045,658
			Miscellaneous Manufacturing: 2.8%
	456,140		General Electric Co.		16,972,969
	41,530	@@	Ingersoll-Rand Co.		1,625,069
	109,330	@@	Siemens AG ADR		10,774,472
					29,372,510
			Oil & Gas: 2.9%
	9,820	@@	BP PLC ADR		658,922
	155,280		ConocoPhillips		11,172,396
	90,610		ExxonMobil Corp.		6,943,444
	161,230	@@	Royal Dutch Shell PLC ADR		11,413,472
					30,188,234

See Accompanying Notes to Financial Statements
290

ING VAN KAMPEN PORTFOLIO OF INVESTMENTS
EQUITY & INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Shares				Value
			Oil & Gas Services: 0.7%
	117,670		Schlumberger Ltd.	$	7,432,037
					7,432,037
			Pharmaceuticals: 9.5%
	289,900		Abbott Laboratories		14,121,029
	452,490		Bristol-Myers Squibb Co.		11,909,537
	288,810		Eli Lilly & Co.		15,047,001
	86,050	@@	GlaxoSmithKline PLC ADR		4,539,998
	339,500		Pfizer, Inc.		8,793,050
	146,460	@@	Roche Holding AG ADR		13,107,848
	99,660	@@	Sanofi-Aventis ADR		4,601,302
	670,210		Schering-Plough Corp.		15,843,764
	191,760		Wyeth		9,764,419
					97,727,948
			Pipelines: 0.6%
	218,700		Williams Cos., Inc.		5,712,444
					5,712,444
			Retail: 2.0%
	46,160	@	Kohl's Corp.		3,158,729
	85,060		McDonald's Corp.		3,770,710
	78,400	@	Office Depot, Inc.		2,992,528
	234,510		Wal-Mart Stores, Inc.		10,829,672
					20,751,639
			Semiconductors: 1.4%
	465,027		Intel Corp.		9,416,797
	336,538	@	Micron Technology, Inc.		4,698,070
					14,114,867
			Telecommunications: 3.9%
	66,826		Embarq Corp.		3,512,375
	198,600	@@	France Telecom SA ADR		5,501,220
	154,660		Motorola, Inc.		3,179,810
	646,157		Sprint Nextel Corp.		12,205,906
	414,956		Verizon Communications, Inc.		15,452,961
					39,852,272
Total Common Stock (Cost $521,528,778)					634,284,664
PREFERRED STOCK: 3.8%
			Advertising: 0.1%
	900	#,P	Interpublic Group of Cos., Inc.		995,625
					995,625
			Commercial Services: 0.1%
	25,281	P	United Rentals Trust I		1,238,769
					1,238,769
			Diversified Financial Services: 0.1%
	24,600	@@	Lazard Ltd.		1,020,654
					1,020,654
			Healthcare-Services: 0.2%
	1,600	#	Healthsouth Corp.		1,598,400
					1,598,400
			Housewares: 0.3%
	73,100	P	Newell Financial Trust I		3,499,663
					3,499,663

Value

Insurance: 0.5%

56,850

Conseco, Inc.

1,417,839

83,650

Travelers Property Casualty
Corp.

2,186,611

53,600

XL Capital Ltd.

1,420,400

5,024,850

Media: 0.2%

27,920

Tribune Co.

1,916,708

1,916,708

Pharmaceuticals: 0.5%

89,650

Schering-Plough Corp.

5,100,189

5,100,189

Pipelines: 0.6%

1,900

El Paso Corp.

2,522,250

105,000

El Paso Energy Capital
Trust I

4,074,000

6,596,250

Savings & Loans: 0.1%

13,600

Sovereign Capital Trust

676,600

676,600

Sovereign: 0.5%

Fannie Mae

5,000,732

5,000,732

Telecommunications: 0.6%

6,000

Lucent Technologies
Capital Trust I

6,199,500

6,199,500

Total Preferred Stock
(Cost $36,583,933)

38,867,940

Principal
Amount

Value

CONVERTIBLE BONDS: 12.1%

Aerospace/Defense: 0.4%

4,225,000

L-3 Communications Corp.,
3.000%, due 08/01/35

4,457,375

4,457,375

Airlines: 0.1%

956,000

Continental Airlines, Inc.,
4.500%, due 02/01/07

990,479

990,479

Auto Manufacturers: 0.3%

2,598,000

Ford Motor Co., 4.250%,
due 12/15/36

2,789,603

2,789,603

Biotechnology: 0.8%

4,200,000

Amgen, Inc., 0.375%,
due 02/01/13

4,147,500

1,598,000

Charles River Laboratories
International, Inc., 2.250%,
due 06/15/13

1,735,828

2,300,000

Invitrogen Corp., 1.500%,
due 02/15/24

1,975,125

7,858,453

See Accompanying Notes to Financial Statements
291

ING VAN KAMPEN PORTFOLIO OF INVESTMENTS
EQUITY & INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Computers: 0.7%
$	3,150,000	C	Electronic Data Systems Corp., 3.875%, due 07/15/23	$	3,358,688
	3,959,000	#	EMC Corp., 1.750%, due 12/01/11		4,122,309
					7,480,997
			Diversified Financial Services: 1.7%
	5,800,000	C	Goldman Sachs Group, Inc., 2.000%, due 02/02/12		5,868,730
	3,970,000	#,C	Goldman Sachs Group, Inc., 2.000%, due 06/29/13		3,996,520
	7,800,000		Lehman Brothers Holdings, Inc., 1.500%, due 03/23/12		8,047,260
					17,912,510
			Environmental Control: 0.1%
	1,161,000	C	Allied Waste North America, Inc., 4.250%, due 04/15/34		1,114,560
					1,114,560
			Food: 1.0%
	10,800,000	C	General Mills, Inc., 1.870%, due 10/28/22		8,059,500
	7,100,000	C	Supervalu, Inc., 4.240%, due 11/02/31		2,529,375
					10,588,875
			Healthcare-Products: 0.9%
	1,300,000	C	Advanced Medical Optics, Inc., 2.500%, due 07/15/24		1,264,250
	3,104,000	#,C	Beckman Coulter, Inc., 2.500%, due 12/15/36		3,148,636
	1,263,000	C	Edwards Lifesciences Corp., 3.875%, due 05/15/33		1,294,575
	3,960,000	C	Medtronic, Inc., 1.250%, due 09/15/21		3,984,750
					9,692,211
			Healthcare-Services: 0.6%
	2,600,000	C	Health Management Associates, Inc., 4.375%, due 08/01/23		2,655,250
	3,138,000	C	Manor Care, Inc., 2.125%, due 08/01/35		3,561,630
					6,216,880
			Insurance: 0.2%
	2,035,000	C	Conseco, Inc., 3.500%, due 09/30/35		2,019,738
					2,019,738
			Internet: 0.9%
	5,740,000	C	Amazon.com, Inc., 4.750%, due 02/01/09		5,661,075
	2,647,000	#	Symantec Corp., 0.750%, due 06/15/11		3,202,870
	278,000	#	Symantec Corp., 1.000%, due 06/15/13		339,508
					9,203,453
			Media: 0.4%
	2,428,000	C	EchoStar Communications Corp., 5.750%, due 05/15/08		2,485,665

Principal Amount				Value
$	1,615,000	C	Sinclair Broadcast Group, Inc., 6.000%, due 09/15/12	$	1,485,800
					3,971,465
			Miscellaneous Manufacturing: 0.6%
	3,750,000	C	3M Co., 2.400%, due 11/21/32		3,440,625
	2,700,000	C	Eastman Kodak Co., 3.375%, due 10/15/33		2,865,375
					6,306,000
			Packaging & Containers: 0.3%
	2,900,000	#,C	Sealed Air Corp., 3.000%, due 06/30/33		3,023,250
					3,023,250
			Pharmaceuticals: 1.0%
	3,200,000	C	ImClone Systems, Inc., 1.375%, due 05/15/24		2,908,000
	4,005,000	@@,C	Teva Pharmaceutical Finance Co. BV, 1.750%, due 02/01/26		3,709,631
	3,512,000	C	Watson Pharmaceuticals, Inc., 1.750%, due 03/15/23		3,257,380
					9,875,011
			Retail: 0.1%
	1,050,000	C	Best Buy Co., Inc., 2.250%, due 01/15/22		1,172,063
					1,172,063
			Semiconductors: 0.2%
	2,750,000		Intel Corp., 2.950%, due 12/15/35		2,502,500
					2,502,500
			Telecommunications: 1.8%
	2,000,000	#,C	JDS Uniphase Corp., 1.000%, due 05/15/26		1,742,500
	2,600,000	C	JDS Uniphase Corp., 2.430%, due 11/15/10		2,369,250
	2,100,000		Juniper Networks, Inc., 0.000%, due 06/15/08		2,281,125
	2,200,000		Level 3 Communications, Inc., 2.875%, due 07/15/10		2,318,250
	800,000	C	Level 3 Communications, Inc., 3.500%, due 06/15/12		998,000
	1,300,000		Level 3 Communications, Inc., 6.000%, due 03/15/10		1,205,750
	5,006,000	@@,C	Nortel Networks Corp., 4.250%, due 09/01/08		4,868,335
	1,412,000	C	Qwest Communications International, Inc., 3.500%, due 11/15/25		2,215,075
					17,998,285
Total Convertible Bonds (Cost $121,665,576)					125,173,708
CORPORATE BONDS/NOTES: 4.7%
			Aerospace/Defense: 0.0%
	255,000	C	Raytheon Co., 6.150%, due 11/01/08		258,374
					258,374

See Accompanying Notes to Financial Statements
292

ING VAN KAMPEN PORTFOLIO OF INVESTMENTS
EQUITY & INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Airlines: 0.0%
$	453,040		America West Airlines, Inc., 7.100%, due 04/02/21	$	479,373
					479,373
			Auto Manufacturers: 0.0%
	325,000		DaimlerChrysler Holding Corp., 7.750%, due 01/18/11		348,181
					348,181
			Banks: 0.6%
	425,000		Bank of New York, 3.800%, due 02/01/08		418,228
	75,000		Bank of New York, 5.200%, due 07/01/07		74,997
	175,000		Bank One Corp., 6.000%, due 02/17/09		177,273
	750,000		Marshall & Ilsley Bank, 3.800%, due 02/08/08		738,313
	270,000		Popular North America, Inc., 5.650%, due 04/15/09		270,779
	125,000		Sovereign Bank, 4.000%, due 02/01/08		123,228
	905,000	@@,#	Unicredit Luxembourg Finance SA, 5.426%, due 10/24/08		905,442
	745,000	C	USB Capital IX, 6.189%, due 03/29/49		761,568
	2,225,000	C	Wachovia Capital Trust III, 5.800%, due 12/31/49		2,245,434
					5,715,262
			Beverages: 0.1%
	485,000	@@,#	FBG Finance Ltd., 5.125%, due 06/15/15		459,246
	445,000	#,C	Miller Brewing Co., 4.250%, due 08/15/08		437,291
					896,537
			Computers: 0.0%
	430,000	C	Hewlett-Packard Co., 5.496%, due 05/22/09		430,967
					430,967
			Diversified Financial Services: 1.4%
	1,100,000	#	AIG SunAmerica Global Financing VI, 6.300%, due 05/10/11		1,145,810
	705,000		American General Finance Corp., 4.625%, due 05/15/09		694,252
	50,000		American General Finance Corp., 4.625%, due 09/01/10		48,835
	200,000	C	AXA Financial, Inc., 6.500%, due 04/01/08		202,466
	690,000		Caterpillar Financial Services Corp., 3.625%, due 11/15/07		680,076
	100,000		CIT Group, Inc., 3.650%, due 11/23/07		98,596
	305,000		CIT Group, Inc., 4.750%, due 08/15/08		302,526
	100,000		CIT Group, Inc., 7.375%, due 04/02/07		100,482
	645,000		Countrywide Home Loans, Inc., 3.250%, due 05/21/08		627,251

Principal Amount				Value
$	600,000	#	Farmers Exchange Capital, 7.050%, due 07/15/28	$	627,881
	250,000		General Electric Capital Corp., 4.250%, due 12/01/10		242,100
	3,500,000		Goldman Sachs Group, Inc., 0.250%, due 08/30/08		3,558,765
	125,000		Household Finance Corp., 4.125%, due 12/15/08		122,574
	160,000		HSBC Finance Corp., 4.125%, due 11/16/09		155,658
	75,000		HSBC Finance Corp., 6.375%, due 10/15/11		78,507
	150,000		HSBC Finance Corp., 6.400%, due 06/17/08		152,351
	775,000		HSBC Finance Corp., 6.750%, due 05/15/11		820,988
	50,000		HSBC Finance Corp., 8.000%, due 07/15/10		54,357
	75,000	#	John Hancock Global Funding II, 7.900%, due 07/02/10		81,139
	425,000		JPMorgan Chase & Co., 6.750%, due 02/01/11		447,204
	400,000	@@,#,C	Mantis Reef Ltd., 4.692%, due 11/14/08		395,038
	510,000		MBNA Corp., 5.798%, due 05/05/08		513,325
	630,000	@@,#	Nationwide Building Society, 4.250%, due 02/01/10		610,782
	910,000	C	Residential Capital Corp., 6.375%, due 06/30/10		921,303
	475,000		SLM Corp., 4.000%, due 01/15/10		458,479
	215,000		Textron Financial Corp., 4.125%, due 03/03/08		212,041
	480,000		Textron Financial Corp., 5.125%, due 02/03/11		476,882
	355,000	@@,#,C	Two-Rock Pass-Through Trust, 6.316%, due 02/11/50		349,753
	690,000	#	Xlliac Global Funding, 4.800%, due 08/10/10		676,782
					14,856,203
			Electric: 0.6%
	435,000		Ameren Corp., 4.263%, due 05/15/07		432,775
	500,000	C	Arizona Public Service Co., 5.800%, due 06/30/14		499,605
	485,000	C	Carolina Power & Light Co., 5.125%, due 09/15/13		477,470
	385,000		CC Funding Trust I, 6.900%, due 02/16/07		385,555
	110,000	C	Consumers Energy Co., 4.000%, due 05/15/10		105,224
	175,000	C	Consumers Energy Co., 4.800%, due 02/17/09		172,793
	190,000	C	Detroit Edison Co., 6.125%, due 10/01/10		194,402
	370,000	C	Duquesne Light Co., 5.700%, due 05/15/14		371,669
	245,000	C	Entergy Gulf States, Inc., 3.600%, due 06/01/08		238,610
	170,000	C	Entergy Gulf States, Inc., 5.769%, due 12/01/09		169,768

See Accompanying Notes to Financial Statements
293

ING VAN KAMPEN PORTFOLIO OF INVESTMENTS
EQUITY & INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Electric (continued)
$	235,000	C	Nisource Finance Corp., 5.940%, due 11/23/09	$	235,256
	430,000	C	Ohio Power Co., 6.000%, due 06/01/16		442,322
	518,000		Pacific Gas & Electric Co., 9.500%, due 06/30/10		1,767,028
	300,000	C	Wisconsin Electric Power, 3.500%, due 12/01/07		295,149
					5,787,626
			Electrical Components & Equipment: 0.1%
	365,000	C	Cooper Industries, Inc., 5.250%, due 11/15/12		361,760
	280,000	@@,#	LG Electronics, Inc., 5.000%, due 06/17/10		274,667
					636,427
			Environmental Control: 0.0%
	150,000	C	Waste Management, Inc., 7.375%, due 08/01/10		159,681
					159,681
			Food: 0.1%
	205,000	C	ConAgra Foods, Inc., 7.000%, due 10/01/28		222,733
	190,000	C	ConAgra Foods, Inc., 8.250%, due 09/15/30		234,033
	430,000	C	Fred Meyer, Inc., 7.450%, due 03/01/08		439,430
	290,000	C	Sara Lee Corp., 6.125%, due 11/01/32		263,204
					1,159,400
			Gas: 0.0%
	300,000		Sempra Energy, 4.621%, due 05/17/07		298,883
					298,883
			Healthcare - Services: 0.1%
	430,000		WellPoint, Inc., 3.750%, due 12/14/07		423,309
	95,000	C	WellPoint, Inc., 4.250%, due 12/15/09		92,407
					515,716
			Insurance: 0.2%
	225,000	#	Farmers Insurance Exchange, 8.625%, due 05/01/24		270,531
	250,000		Nationwide Financial Services, 6.250%, due 11/15/11		258,678
	205,000	C	Platinum Underwriters Finance, Inc., 7.500%, due 06/01/17		216,580
	370,000	@@	Platinum Underwriters Holdings Ltd., 6.371%, due 11/16/07		367,777
	490,000		St. Paul Travelers Cos., Inc., 5.010%, due 08/16/07		488,198
					1,601,764

Principal Amount				Value
			Lodging: 0.0%
$	340,000	#,C	Hyatt Equities, LLC, 6.875%, due 06/15/07	$	341,450
					341,450
			Media: 0.2%
	755,000	C	Comcast Cable Communications Holdings, Inc., 6.750%, due 01/30/11		791,782
	220,000		News America, Inc., 7.280%, due 06/30/28		237,427
	835,000		Time Warner, Inc., 5.606%, due 11/13/09		836,202
	440,000	C	Viacom, Inc., 6.875%, due 04/30/36		436,377
					2,301,788
			Pharmaceuticals: 0.4%
	3,890,000	C	Omnicare, Inc., 3.250%, due 12/15/35		3,394,025
	207,000	C	Valeant Pharmaceuticals International, 4.000%, due 11/15/13		198,203
					3,592,228
			Pipelines: 0.1%
	175,000	C	Consolidated Natural Gas Co., 6.250%, due 11/01/11		180,933
	140,000	C	Panhandle Eastern Pipe Line, 2.750%, due 03/15/07		139,180
	435,000	#,C	Plains All American Pipeline LP, 6.700%, due 05/15/36		448,909
	215,000	C	Texas Eastern Transmission LP, 7.000%, due 07/15/32		242,142
					1,011,164
			Real Estate: 0.1%
	575,000	@@	Brookfield Asset Management, Inc., 7.125%, due 06/15/12		613,335
	671,365	#	World Financial Properties, 6.910%, due 09/01/13		702,818
					1,316,153
			Retail: 0.2%
	130,000	C	CVS Corp., 5.750%, due 08/15/11		131,695
	755,000	#,C	CVS Corp., 6.036%, due 12/10/28		754,158
	10,000	C	Federated Department Stores, 6.900%, due 04/01/29		10,153
	220,000	C	Home Depot, Inc., 5.490%, due 12/16/09		220,163
	425,000	C	May Department Stores Co., 6.700%, due 07/15/34		420,510
	230,000	C	Yum! Brands, Inc., 8.875%, due 04/15/11		258,239
					1,794,918
			Savings & Loans: 0.1%
	225,000		Washington Mutual Bank, 5.500%, due 01/15/13		224,357

See Accompanying Notes to Financial Statements
294

ING VAN KAMPEN PORTFOLIO OF INVESTMENTS
EQUITY & INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Savings & Loans (continued)
$	300,000	#,C	Washington Mutual Preferred Funding II, 6.665%, due 12/29/49	$	301,349
	430,000		Washington Mutual, Inc., 8.250%, due 04/01/10		463,498
					989,204
			Telecommunications: 0.3%
	480,000	@@,C	France Telecom SA, 8.500%, due 03/01/31		631,979
	270,000	C	SBC Communications, Inc., 6.150%, due 09/15/34		266,435
	185,000	C	Sprint Capital Corp., 8.750%, due 03/15/32		223,298
	630,000	@@,C	Telecom Italia Capital SA, 4.000%, due 01/15/10		602,003
	490,000	@@,C	Telefonica Europe BV, 8.250%, due 09/15/30		585,455
	410,000	@@	Vodafone Group PLC, 5.454%, due 12/28/07		410,315
					2,719,485
			Textiles: 0.0%
	227,000	C	Mohawk Industries, Inc., 7.200%, due 04/15/12		236,036
					236,036
			Transportation: 0.1%
	470,000		Burlington Northern Santa Fe Corp., 6.125%, due 03/15/09		477,664
	250,000		FedEx Corp., 2.650%, due 04/01/07		248,317
	140,000		Norfolk Southern Corp., 7.350%, due 05/15/07		140,983
	585,000		Union Pacific Corp., 6.625%, due 02/01/08		591,945
					1,458,909
Total Corporate Bonds/Notes (Cost $49,333,187)					48,905,729
U.S. TREASURY OBLIGATIONS: 11.4%
			U.S. Treasury Bonds: 6.5%
	3,250,000		4.000%, due 02/15/14		3,112,005
	27,140,000		4.250%, due 08/15/13		26,467,878
	4,500,000		4.250%, due 11/15/13		4,382,582
	5,000,000		4.750%, due 11/15/08		4,995,120
	475,000		5.500%, due 08/15/28		513,297
	535,000		6.125%, due 08/15/29		625,449
	1,325,000		6.250%, due 05/15/30		1,578,821
	1,410,000		6.375%, due 08/15/27		1,678,231
	4,425,000		7.625%, due 02/15/25		5,857,943
	2,060,000		8.125%, due 08/15/19		2,692,002
	7,050,000		8.125%, due 08/15/21		9,411,200
	1,925,000		8.750%, due 08/15/20		2,661,915
	2,200,000		9.000%, due 11/15/18		3,025,860
					67,002,303
			U.S. Treasury Notes: 4.8%
	5,000,000		3.250%, due 01/15/09		4,853,130
	525,000		4.250%, due 11/15/14		509,455
	9,875,000		4.375%, due 01/31/08		9,812,896

Principal Amount				Value
$	19,725,000		4.500%, due 02/28/11	$	19,585,544
	5,000,000		4.625%, due 02/29/08		4,980,470
	4,875,000		4.625%, due 03/31/08		4,855,768
	5,000,000		6.000%, due 08/15/09		5,152,540
					49,749,803
			U.S. Treasury STRIP: 0.1%
	3,100,000	^	7.880%, due 05/15/25		1,255,671
					1,255,671
Total U.S. Treasury Obligations (Cost $118,532,009)					118,007,777
ASSET-BACKED SECURITIES: 2.6%
			Automobile Asset-Backed Securities: 1.8%
	1,175,000	C	Capital Auto Receivables Asset Trust, 4.050%, due 07/15/09		1,167,527
	1,350,000	C	Capital Auto Receivables Asset Trust, 4.980%, due 05/15/11		1,345,360
	400,000	C	Capital Auto Receivables Asset Trust, 5.030%, due 10/15/09		398,974
	1,550,000	#,C	Capital Auto Receivables Asset Trust, 5.310%, due 10/20/09		1,551,938
	700,000	C	Capital One Auto Finance Trust, 5.070%, due 07/15/11		697,703
	760,597	C	Daimler Chrysler Auto Trust, 4.040%, due 09/08/09		755,718
	296,724	C	Ford Credit Auto Owner Trust, 4.170%, due 01/15/09		295,303
	650,000	C	Ford Credit Auto Owner Trust, 5.050%, due 03/15/10		648,628
	1,225,000	C	Ford Credit Auto Owner Trust, 5.260%, due 10/15/10		1,226,608
	1,175,000	C	Harley-Davidson Motorcycle Trust, 3.760%, due 12/17/12		1,156,983
	825,000	C	Harley-Davidson Motorcycle Trust, 4.070%, due 02/15/12		811,102
	1,000,000	C	Harley-Davidson Motorcycle Trust, 4.410%, due 06/15/12		989,890
	600,000	#,C	Hertz Vehicle Financing, LLC, 4.930%, due 02/25/10		596,849
	257,852	C	Honda Auto Receivables Owner Trust, 3.930%, due 01/15/09		256,282
	800,000	C	Honda Auto Receivables Owner Trust, 4.850%, due 10/19/09		797,294
	1,275,000	C	Merrill Auto Trust Securitization, 4.100%, due 08/25/09		1,265,930
	1,142,325	C	Nissan Auto Receivables Owner Trust, 3.990%, due 07/15/09		1,133,644
	208,820	C	USAA Auto Owner Trust, 3.160%, due 02/17/09		207,477
	680,000	C	USAA Auto Owner Trust, 3.580%, due 02/15/11		671,669
	680,511	C	USAA Auto Owner Trust, 3.900%, due 07/15/09		675,801

See Accompanying Notes to Financial Statements
295

ING VAN KAMPEN PORTFOLIO OF INVESTMENTS
EQUITY & INCOME PORTFOLIO AS OF DECEMBER 31, 2006 (CONTINUED)

Principal Amount				Value
			Automobile Asset-Backed Securities (continued)
$	262,859	C	Volkswagen Auto Lease Trust, 3.820%, due 05/20/08	$	261,716
	580,495	C	Wachovia Auto Owner Trust, 4.060%, due 09/21/09		576,262
	825,000	C	Wachovia Auto Owner Trust, 4.790%, due 04/20/10		821,642
	124,466	C	World Omni Auto Receivables Trust, 3.290%, due 11/12/08		124,046
					18,434,346
			Credit Card Asset-Backed Securities: 0.1%
	1,200,000	C	MBNA Credit Card Master Note Trust, 2.700%, due 09/15/09		1,192,110
					1,192,110
			Other Asset-Backed Securities: 0.7%
	694,447	C	Caterpillar Financial Asset Trust, 3.900%, due 02/25/09		690,011
	1,125,000	C	Caterpillar Financial Asset Trust, 5.570%, due 05/25/10		1,127,285
	153,518	C	CIT Equipment Collateral, 3.500%, due 09/20/08		151,909
	750,000	C	CITEC, Inc., 5.070%, due 02/20/10		746,133
	375,310	C	CNH Equipment Trust, 4.020%, due 04/15/09		373,051
	1,525,000	C	CNH Equipment Trust, 4.270%, due 01/15/10		1,509,398
	600,000	C	CNH Equipment Trust, 5.200%, due 06/15/10		598,031
	1,050,000	#,C	GE Equipment Small Ticket, LLC, 4.380%, due 07/22/09		1,042,723
	1,000,000	#,C	GE Equipment Small Ticket, LLC, 4.880%, due 10/22/09		996,418
					7,234,959
Total Asset-Backed Securities (Cost $26,988,261)					26,861,415
Total Long-Term Investments (Cost $874,631,744)					992,101,233
SHORT-TERM INVESTMENTS: 8.7%
		U.S. Government Agency Obligations: 8.7%

	8,600,000	Fannie Mae, 4.720%, due 02/28/07	8,533,947
	69,660,000	Fannie Mae, 4.800%, due 01/02/07	69,641,424
	2,100,000	Fannie Mae, 5.080%, due 02/27/07	2,082,944
	9,439,000	US DOMESTIC, 5.080%, due 02/27/07	9,362,337
Total Short-Term Investments (Cost $89,620,652)			89,620,652

Total Investments in Securities (Cost $964,252,396)*	104.8	%	$	1,081,721,885
Other Assets and Liabilities-Net	(4.8	)		(49,622,438	)
Net Assets	100.0	%	$	1,032,099,447

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

STRIP Separate Trading of Registered Interest and Principal of Securities

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

^ Interest Only (IO) security

* Cost for federal income tax purposes is $969,340,239.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	118,884,248
Gross Unrealized Depreciation		(6,502,602	)
Net Unrealized Appreciation	$	112,381,646

See Accompanying Notes to Financial Statements
296

TAX INFORMATION (UNAUDITED)

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

Fund Name	Type	Per Share Amount
ING American Century Large Company Value Portfolio
Class ADV	NII	$	0.0865
Class I	NII	$	0.1353
Class S	NII	$	0.0410
All Classes	STCG	$	0.0814
All Classes	LTCG	$	0.6707
ING American Century Select Portfolio
Class ADV	NII	$	0.0403
Class I	NII	$	0.1163
Class S	NII	$	0.0701
ING American Century Small-Mid Cap Value Portfolio
Class ADV	NII	$	0.0012
Class I	NII	$	0.0033
Class S	NII	$	0.0021
All Classes	STCG	$	0.0216
All Classes	LTCG	$	0.0130
ING Baron Small Cap Growth Portfolio
All Classes	LTCG	$	0.1539
ING Davis Venture Value Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.0050
Class S	NII	$	0.0011
All Classes	LTCG	$	1.4292
ING Fundamental Research Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.0290
Class S	NII	$	0.0090
All Classes	STCG	$	0.0700
All Classes	LTCG	$	0.0779
ING Goldman Sachs Structured Equity Portfolio
Class ADV	NII	$	0.1671
Class S	NII	$	0.1298
All Classes⁽¹⁾	STCG	$	0.4889
All Classes⁽¹⁾	LTCG	$	1.3446
ING JPMorgan International Portfolio
Class ADV	NII	$	0.0999
Class I	NII	$	0.1367
Class S	NII	$	0.0217
ING JPMorgan Mid Cap Value Portfolio
Class ADV	NII	$	0.0001
Class I	NII	$	0.0023
Class S	NII	$	0.0008
All Classes	STCG	$	0.0009
All Classes	LTCG	$	0.1057
ING Legg Mason Partners Large Cap Growth Portfolio
All Classes	STCG	$	0.1711
All Classes	LTCG	$	0.0106
ING Lord Abbett U.S. Government Securities Portfolio
Class ADV	NII	$	0.4510
Class I	NII	$	0.4518
Class S	NII	$	0.4228
ING Neuberger Berman Regency Portfolio
Class ADV	NII	$	0.0447
Class I	NII	$	0.0457
Class S	NII	$	0.0300
All Classes	STCG	$	0.0262
All Classes	LTCG	$	0.0037

Fund Name	Type	Per Share Amount
ING OpCap Balanced Value Portfolio
Class ADV	NII	$	0.1147
Class I	NII	$	0.1888
Class S	NII	$	0.1293
ING Oppenheimer Global Portfolio
Class ADV	NII	$	0.0079
Class I	NII	$	0.0105
Class S	NII	$	0.0099
All Classes	LTCG	$	0.0222
ING Oppenheimer Strategic Income Portfolio
Class ADV	NII	$	0.0174
Class I	NII	$	0.0421
Class S	NII	$	0.0118
ING PIMCO Total Return Portfolio
Class ADV	NII	$	0.1749
Class I	NII	$	0.2131
Class S	NII	$	0.1883
ING Pioneer High Yield Portfolio
Class ADV	NII	$	0.5122
Class I	NII	$	0.5499
Class S	NII	$	0.5156
All Classes	STCG	$	0.0275
All Classes	LTCG	$	0.0011
ING T. Rowe Price Diversified Mid Cap Growth Portfolio
All Classes	STCG	$	0.1756
All Classes	LTCG	$	0.0175
ING T. Rowe Price Growth Equity Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.1350
Class S	NII	$	—
All Classes	LTCG	$	0.0908
ING Templeton Foreign Equity Portfolio
Class ADV	NII	$	0.1319
Class I	NII	$	0.1318
Class S	NII	$	0.1201
All Classes	STCG	$	0.0077
ING Thornburg Value Portfolio Portfolio
Class ADV	NII	$	0.0381
Class I	NII	$	0.1418
Class S	NII	$	0.0633
ING UBS U.S. Large Cap Equity Portfolio
Class ADV	NII	$	0.0730
Class I	NII	$	0.0797
Class S	NII	$	0.0709
ING UBS U.S. Small Cap Growth Portfolio
All Classes	STCG	$	0.0836
ING Van Kampen Comstock Portfolio
Class ADV	NII	$	0.0929
Class I	NII	$	0.1251
Class S	NII	$	0.0906
All Classes	STCG	$	0.1842
All Classes	LTCG	$	0.4349
ING Van Kampen Equity and Income Portfolio
Class ADV	NII	$	0.5894
Class I	NII	$	0.7277
Class S	NII	$	0.6855
All Classes	STCG	$	1.2934

NII — Net investment income
STCG — Short-term capital gain
LTCG — Long-term capital gain
(1) Except Class I which commenced operations after the distribution occurred.

297

TAX INFORMATION (UNAUDITED) (CONTINUED)

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 American Century Large Company Value Portfolio	99.98	%
ING American Century Select Portfolio	72.92	%
ING American Century Small-Mid Cap Value Portfolio	15.98	%
ING Davis Venture Value Portfolio	98.72	%
ING Fundamental Research Portfolio	58.66	%
ING Goldman Sachs^® Structured Equity Portfolio	64.43	%
ING JPMorgan Mid Cap Value Portfolio	44.91	%
ING Legg Mason Partners Large Cap Growth Portfolio	71.33	%
ING Neuberger Berman Regency Portfolio	62.33	%
ING OpCap Balanced Value Portfolio	99.82	%
ING Oppenheimer Global Portfolio	13.36	%
ING Oppenheimer Strategic Income Portfolio	1.19	%
ING Pioneer High Yield Portfolio	2.09	%
ING T. Rowe Price Diversified Mid Cap Growth Portfolio	23.13	%
ING T. Rowe Price Growth Equity Portfolio	99.98	%
ING Templeton Foreign Equity Portfolio	1.31	%
ING Thornburg Value Portfolio Portfolio	100.00	%
ING UBS U.S. Large Cap Equity Portfolio	100.00	%
ING UBS U.S. Small Cap Growth Portfolio	3.24	%
ING Van Kampen Comstock Portfolio	54.44	%
ING Van Kampen Equity and Income Portfolio	21.48	%
Pursuant to Section 853 of the Internal Revenue Code, the Portfolios designate the following amounts as foreign taxes paid for the year December 31, 2006:

	Foreign Taxes Paid		Per Share Amount
ING JPMorgan International Portfolio	$	1,833,564	$	0.0269
ING Oppenheimer Global Portfolio	$	2,523,898	$	0.0152
ING Templeton Foreign Equity Portfolio	$	44,859	$	0.0115

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

ING JPMorgan International Portfolio

Country	Gross Income Earned			Foreign Tax Withheld
Australia	$	412,580		$	—
Belgium		632,409			97,932
Bermuda		372,148			—
Brazil		385,286			—
Finland		301,613			45,242
France		3,513,393			459,011
Germany		1,055,003			118,471
Ireland		303,573			(875	)
Italy		2,324,486			348,673
Japan		2,419,477			169,363
Korea		70,961			11,709
Mexico		43,441			—
Netherlands		1,225,804			146,015
South Korea		(12,830	)		(2,117	)
Spain		753,676			113,048
Sweden		187,217			28,083
Switzerland		1,993,397			299,009
United Kingdom		7,397,188			—
Subtotal		23,378,822			1,833,564
United States		185,685			—
Total	$	23,564,508		$	1,833,564

298

TAX INFORMATION (UNAUDITED) (CONTINUED)

ING Oppenheimer Global Portfolio

Country	Gross Income Earned		Foreign Tax Withheld
Australia	$	420,996	$	—
Bermuda		48,456		—
Brazil		890,146		—
Canada		892,987		133,948
Cayman Islands		663,986		—
Denmark		104,422		15,663
Finland		837,418		125,613
France		3,753,755		556,243
Germany		1,613,521		241,476
Hong Kong		386,162		—
India		991,616		—
Italy		238,478		35,772
Japan		2,952,651		206,539
Mexico		615,635		—
Netherlands		1,028,817		154,323
Norway		90,272		13,513
Panama		619,133		—
Portugal		31,278		3,072
Singapore		422,561		—
South Korea		502,700		84,106
Spain		419,741		62,958
Sweden		2,791,935		418,790
Switzerland		1,513,984		227,097
Taiwan		1,419,319		244,785
United Kingdom		10,600,759		—
Subtotal		33,850,728		2,523,898
United States		10,109,063		—
Total	$	43,959,792	$	2,523,898

ING Templeton Foreign Equity Portfolio

Country	Gross Income Earned		Foreign Tax Withheld
Australia	$	26,635	$	—
Belgium		2,613		392
Brazil		4,039		—
Canada		30,896		1,712
Cayman Islands		4,251		—
Finland		24,408		3,661
France		57,555		8,930
Germany		40,889		6,133
Hong Kong		15,713		—
Italy		15,858		2,379
Japan		13,625		954
Korea		254		42
Mexico		8,031		—
Netherlands		19,877		2,981
Norway		10,929		1,639
Portugal		12,731		1,910
Singapore		8,779		—
South Korea		2,360		389
Spain		31,658		4,573
Sweden		12,857		1,929
Switzerland		17,704		2,656
Taiwan		22,894		4,579
United Kingdom		269,939		—
Subtotal		654,495		44,859
United States		7,505		—
Total	$	662,000	$	44,859

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.

299

DIRECTOR AND OFFICER INFORMATION (UNAUDITED)

The business and affairs of the Fund are managed under the direction of the Fund's Board. A Director who is not an interested person of the Fund, as defined in the 1940 Act, is an independent director ("Independent Director"). The Directors and Officers of the Fund are listed below. The Statement of Additional Information includes additional information about directors of the Fund and is available, without charge, upon request at 1-800-992-0180.

Name, Address
and Age

Position(s)
Held with
Fund

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

Independent Trustees:

John V. Boyer⁽³⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53

Director

November 1997 - Present

President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - Present). Formerly, Executive Director, The Mark Twain House & Museum⁽²⁾ (September 1989 - November 2005).

180

None

Patricia W. Chadwick⁽³⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 58

Director

January 2006 - Present

Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present).

180

None

J. Michael Earley⁽⁴⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 61

Director

January 2005 - Present

President and Chief Executive Officer, Bankers Trust Company, N.A. (June 1992 - Present).

180

None

R. Barbara Gitenstein⁽³⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 58

Director

January 2005 - Present

President, College of New Jersey (January 1999 - Present).

180

None

Patrick W. Kenny⁽⁴⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63

Director

March 2002 - Present

President and Chief Executive Officer, International Insurance Society (June 2001 - Present).

180

Assured Guaranty Ltd. (November 2003 - Present).

Jock Patton⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 61

Chairman and Director

January 2005 - Present

Private Investor (June 1997 - Present). Formerly, Director and Chief Executive Officer, Rainbow Multimedia Group, Inc. (January 1999 - December 2001).

180

JDA Software Group, Inc. (January 1999 - Present); and Swift Transportation Co. (March 2004 - Present).

Sheryl K. Pressler⁽⁴⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 56

Director

January 2006 - Present

Consultant (May 2001 - Present). Formerly, Chief Executive Officer, Lend Lease Real Estate Investments, Inc. (March 2000 - April 2001).

180

Stillwater Mining Company (May 2002 - Present); California HealthCare Foundation (June 1999 - Present); and Romanian- American Enterprise Fund (February 2004 - Present).

300

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held with
Fund

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

David W.C. Putnam⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 67

Director

January 2005 - Present

President and Director, F.L. Putnam Securities Company, Inc. (June 1978 - Present).

180

Principled Equity Market Trust (December 1996 - Present); and Asian American Bank and Trust Company (June 1993 - Present).

Roger B. Vincent⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 61

Director

January 2005 - Present

President, Springwell Corporation (March 1989 - Present).

180

AmeriGas Propane, Inc. (January 1998 - Present); and UGI Corporation (February 2006 - Present).

Director who is an "Interested Person":

John G. Turner⁽⁵⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 67

Director

January 2005 - Present

Retired. Formerly, Vice Chairman of ING Americas (September 2000 - January 2002); Director of ReliaStar Life Insurance Company of New York (April 1975 - December 2001); and Chairman and Trustee of the Northstar affiliated investment companies (May 1993 - December 2001).

180

Hormel Foods Corporation (March 2000 - Present); ShopKo Stores, Inc. (August 1999 - Present); and Conseco, Inc. (September 2003 - Present).

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

(2) Shaun Mathews, President, ING USFS Mutual Funds and Investment Products, has held a seat on the board of directors of The Mark Twain House & Museum since September 19, 2002. ING Groep makes non-material, charitable contributions to The Mark Twain House & Museum.

(3) Valuation, Proxy and Brokerage Committee member.

(4) Audit Committee member.

(5) Mr. Turner is an "interested person," as defined under the 1940 Act, because of his affiliation with ING Groep, the parent corporation of the Investment Adviser, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.

301

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held with the Fund

Term of Office and
Length of Time Served⁽¹⁾

Principal Occupation(s) during the
Past Five Years

Officers:

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

President and Chief Executive Officer

November 2006 - Present

President and Chief Executive Officer, ING Investments, LLC and ING Funds Services, LLC (November 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

January 2005 - 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

January 2005 - 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

January 2005 - 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
January 2005 - 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

January 2005 - 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

May 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).

302

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held with the Fund

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

May 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

January 2005 - 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

January 2005 - 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

January 2005 - 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).

Denise Lewis
7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258
Age: 43

Vice President

January 2007 - Present

Vice President, ING Funds Services, LLC (December 2006 - Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 - December 2006); and Vice President, Wells Fargo Funds Management, LLC (December 2000 - August 2003).

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).

Laurie M. Tillinghast
151 Farmington Ave.
Hartford, Connecticut 06156
Age: 54

Vice President

May 2003 - Present

Senior Vice President, ING Investments, LLC (March 2006 - Present) and Vice President, ING Life Insurance and Annuity Company, (December 2000 - Present); Formerly, Vice President, Aetna Retirement Services, Fund Strategy and Management, (December 1995 - December 2000); and, Director and President, ING Partners, Inc. (November 1997 - May 2003)

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

Assistant Vice President

January 2005 - 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.

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

Secretary

August 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).

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

Assistant Secretary

August 2003 - Present

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

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

303

SHAREHOLDER MEETING INFORMATION (UNAUDITED)

A special meeting of shareholders of the ING Partners Inc. was held April 4, 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:

Matter:

To approve a change in the Portfolio's fundamental investment restriction governing portfolio diversification.

Result:

				Proposal				Shares voted for				Shares voted against or withheld				Shares abstained				Broker non-vote				Total shares voted
ING Legg Mason Partners Aggressive Growth Portfolio					1				15,104,193				1,137,846				945,692				—				17,187,731

* Proposal 1 passed at this meeting.

304

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

Board Consideration and Re-Approval of Investment Advisory and Sub-Advisory Contracts

Section 15(c) of the 1940 Act provides that, after an initial period, the Portfolios' existing investment advisory and sub-advisory contracts remain in effect only if the Board of Directors (the "Board") of ING Partners, Inc. ("IPI"), including a majority of the Directors who have no direct or indirect interest in the advisory and sub-advisory contracts, and who are not "interested persons" of the Portfolios, as such term is defined under the 1940 Act (the "Independent Directors"), annually review and renew them. In this regard, at a meeting held on November 9, 2006 the Board, including a majority of the Independent Directors, considered whether to renew the investment advisory contracts (the "Advisory Contracts") between Directed Services, LLC (formerly, ING Life Insurance and Annuity Company) (the "Adviser") and the Portfolios and the sub-advisory contracts ("Sub-Advisory Contracts") with the sub-adviser to each Portfolio (the "Sub-Adviser s").

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

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

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

Overview of the Contract Renewal and Approval Process

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

Since the foregoing approval and renewal process was implemented, the Board regularly has reviewed and refined the process. In addition, the Board established a Contracts Committee and two Investment Review Committees. The type and format of the information provided to the Board or its counsel to inform its approval and annual review and renewal process has been codified in the Portfolios' "15(c) Methodology Guide" (the "Methodology Guide"). The Methodology Guide was developed under the direction of the Independent Directors, and sets out a written blueprint under which the Independent Directors request certain information necessary to facilitate a thorough and informed review in connection with the annual Advisory and Sub-Advisory Contract renewal process. Management provides Portfolio-specific information to the Independent Directors based on the Methodology

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Guide through "Fund Analysis and Comparison Tables" or "FACT" sheets prior to the Independent Directors' review of Advisory and Sub-Advisory Contracts. In 2005, the Independent Directors retained an independent firm to verify and test the accuracy of certain of this information for a representative sample of funds in the ING Funds complex. The Independent Directors have determined to conduct such testing periodically.

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

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

Nature, Extent and Quality of Service

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

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

For each Portfolio, Class I shares were used for purposes of certain comparisons to the funds in its Selected Peer Group. Class I shares were selected, as general matter, so that the Portfolio class with the longest performance history was compared to the analogous class of shares for each fund in the Selected Peer Group. The mutual funds chosen for inclusion in a Portfolio's Selected Peer Group were selected based upon criteria designed to mirror the Portfolio class being compared to the Selected Peer Group.

In arriving at its conclusions with respect to the Advisory Contracts, the Board was mindful of the "manager-of-managers" platform of the ING Funds. The Board also considered the techniques that the Adviser developed, at the Board's direction, to screen and perform due diligence on Sub-Advisers that are recommended to the Board to manage the Portfolios' portfolios. The Board noted the resources that the Adviser has committed to the Board and its Investment Review Committees to assist the Board and members of the Committees with their assessment of the investment performance of the Portfolios on an ongoing basis throughout the year. This includes the appointment of a Chief Investment Risk Officer and his staff, who report directly to the Board and who have developed attribution analyses and other metrics used by the Investment Review Committees to analyze the key factors underlying investment performance for the Portfolios.

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The Board also noted the techniques used by the Adviser to monitor the performance of the Sub-Advisers and took note of the pro-active approach that the Adviser, working in cooperation with the Board's Investment Review Committees, has taken to advocate or recommend, when it believed appropriate, changes intended to assist in improving the performance of the Portfolios. These changes have historically included modifications in personnel responsible for managing a Portfolio and/or changing the Sub-Adviser to a Portfolio.

In considering the Portfolios' Advisory Contracts, the Board also considered the extent of benefits provided to the Portfolios' shareholders, beyond advisory services, from being part of the ING family of Funds. This includes, in most cases, the right to exchange or transfer investments, without a sales charge, between the same class of shares of such Portfolios or among Portfolios available on a product platform, and the wide variety in the types of Portfolios available for exchange or transfer.

The Board also took into account the Adviser's extensive efforts in recent years to reduce the expenses of the ING Funds through re-negotiated arrangements with the ING Funds' service providers. In addition, the Board considered the extensive efforts of the Adviser and expense it incurred in recent years to help make the ING Funds complex more efficient by reducing the number of funds through combinations of similar funds.

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

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

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

Portfolio Performance

In assessing advisory and sub-advisory relationships, the Board placed emphasis on the investment performance of each Portfolio, taking into account the importance of such performance to Portfolio shareholders. While the Board considered the performance reports and discussions with portfolio managers at Board and Committee meetings during the year, particular attention in assessing performance was given to the Fund FACT sheets furnished in advance of the November meeting of the Independent Directors. The FACT sheet prepared for each Portfolio included its investment performance compared to the Morningstar category median, Lipper category median, Selected Peer Group and Portfolio's primary benchmark. The Board's findings specific to each Portfolio's performance are discussed under "Portfolio-by-Portfolio Analysis," below.

Economies of Scale

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management fee rates charged. In this regard, the Board noted any breakpoints in advisory fee schedules that resulted in a lower advisory fee because a Portfolio achieved sufficient asset levels to receive a breakpoint discount. In the case of sub-advisory fees, the Board considered that breakpoints would inure to the benefit of the Adviser, except to the extent that these savings are passed through in the form of breakpoints on advisory fees that resulted in savings to the Portfolios. For a Portfolio that did not have breakpoint discounts on advisory fees, but did benefit from waivers to or reimbursements of advisory or other fees, the Board also considered the extent to which economies of scale could effectively be realized through such waivers, reimbursements, or expense reductions.

In evaluating economies of scale, the Independent Directors considered a management report presented to them and also considered an evaluation and analysis presented to them on November 8, 2006 by an independent consultant regarding fee breakpoint arrangements.

Information about Services to Other Clients

The Board requested, and if received considered, information about the nature of services and fee rates offered by the Adviser and the Sub-Advisers to other clients, including other registered investment companies and institutional accounts. When rates offered to other clients differed materially from those charged to the Portfolios, the Board considered the underlying rationale provided by the Adviser and/or Sub-Advisers for these differences. For the unaffiliated Sub-Advisers, the Board did not view this information as imperative to its deliberations because of the arms-length nature of the negotiations between the Adviser and unaffiliated Sub-Advisers with respect to sub-advisory fees. The Board also noted that the fee rates charged to the Portfolios and similar institutional clients may differ materially due to the different services and additional regulatory overlay associated with registered investment companies, such as the Portfolios .

Fee Rates and Profitability

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

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

For each Portfolio, the Board considered information on revenues, costs and profits realized by the Adviser, which was prepared by Management in accordance with the allocation methodology (including assumptions) specified in the Methodology Guide. In analyzing the profitability of the Adviser in connection with its services to a Portfolio, the Board took into account the sub-advisory fee rate payable by the Adviser to the Sub-Adviser to that Portfolio. The Board also considered information that it requested and was provided by Management with respect to the profitability of service providers affiliated with the Adviser, as well as information provided by certain Sub-Advisers with respect to their profitability. In the case of non-affiliated Sub-Advisers, the Board gave less weight to profitability considerations, or did not view this data as imperative to its deliberations, given the arms-length nature of the relationship between the Adviser and these Sub-Advisers with respect to the negotiation of sub-advisory fees.

The Board determined that it had requested and received sufficient information to gain a reasonable understanding regarding the Adviser's and affiliated Sub-Advisers' profitability. The Board also recognized that profitability analysis is not an exact science and there is no uniform methodology for determining profitability for this purpose. In this context, the Board realized that Management's calculations regarding its costs incurred in establishing the infrastructure necessary for the Portfolios' operations may not be fully reflected in the expenses allocated to each Portfolio in determining profitability, and that the information presented may not portray all

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of the costs borne by Management nor capture Management's entrepreneurial risk associated with offering and managing a mutual fund complex in today's regulatory environment.

In their review of advisory fee rates, the Independent Directors have, from time to time, requested the Adviser, and the Adviser has agreed, to implement remedial actions for certain Portfolios. These remedial actions have included, among others: reductions in expense caps or management fee rates; reductions in 12b-1 fees payable by a Portfolio; the merger of certain Portfolios with and into comparable Portfolios; changes to the Sub-Adviser or portfolio manager managing a Portfolio; and enhancements to the resources available to a Sub-Adviser when managing a Portfolio. The Independent Directors have requested these adjustments primarily on the basis of: (a) a Portfolio's performance, as compared to its Selected Peer Group; (b) the performance of a Portfolio, as compared to its benchmarks; or (c) a Portfolio's expenses in relation to its Selected Peer Group.

Based on the information on revenues, costs, and profitability considered by the Board, after considering the factors described in this section, as well as any remedial actions requested by the Independent Directors and agreed to by the Adviser, the Board concluded that the profits, if any, realized by the Adviser and Sub-Advisers were not excessive. In making its determinations, the Board considered that the Adviser had incentives to negotiate the most favorable fees from unaffiliated Sub-Advisers, and it based its conclusions on the reasonableness of the sub-advisory fees of the Sub-Advisers primarily on the factors described for each Portfolio below and, in the case of non-affiliated Sub-Advisers, in reliance on the arms-length nature of the negotiations between the Adviser and Sub-Advisers with respect to sub-advisory fees.

Portfolio-by-Portfolio Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 2006 meeting in relation to renewing each Portfolio's current Advisory Contract and its Sub-Advisory Contract for the year ending November 30, 2007. These specific factors are in addition to those considerations discussed above. In each case, the Portfolio's performance was compared to its Morningstar category median and its primary benchmark, a broad-based securities market index that appears in the Portfolio's prospectus. Each Portfolio's management fee and expense ratio were compared to the fees and expense ratios of the funds in its Selected Peer Group.

ING American Century Large Company Value Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING American Century Large Company Value Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median and its primary benchmark for all periods presented, except it outperformed its Morningstar category median for the most recent calendar quarter; and (2) the Portfolio is in the second quintile of its Morningstar category for the most recent calendar quarter, in the third quintile of its Morningstar category for the year-to-date period, in the fourth quintile of its Morningstar category for the one-year period, and in the fifth (lowest) quintile of its Morningstar category for the three-year period

In analyzing this performance data, the Board took into account: (1) the Sub-Adviser assumed management of the Portfolio in April 2005; (2) Management's view that the investment process of the Sub-Adviser will result in reasonable longer-term performance; and (3) Management's representation that it will continue to monitor, and the Board or its Investment Review Committee will periodically review, the Portfolio's performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING American Century Large Company Value Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

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the context of all factors considered by the Board; (3) it is reasonable to permit the Sub-Adviser to continue to manage the Portfolio to meet Management's expectation of more favorable longer-term performance; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING American Century Select Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING American Century Select Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median and its primary benchmark for all periods presented; and (2) the Portfolio is ranked in the fifth (lowest) quintile of its Morningstar category for all periods presented.

In analyzing this performance data, the Board also took into account: (1) Management's analysis regarding the Sub-Adviser's rationale for underperformance, including the negative effect of sector allocation on the Portfolio's performance; (2) in April 2006, the portfolio management team was restructured; and (3) Management's representation that it would continue to monitor, and the Board or its Investment Review Committee would periodically review, the Portfolio's investment performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING American Century Select Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio's expense ratio is reasonable in the context of all factors considered by the Board; (3) taking into account the change in portfolio managers in April 2006, as well as Management's representations that it will continue to monitor, and the Board or its Investment Review Committee will periodically review, the Portfolio's performance, and it is reasonable to permit the Sub-Adviser to continue to manage the Portfolio to appropriately assess the longer-term performance of the new portfolio management team; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contr acts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING American Century Small-Mid Cap Value Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING American Small-Mid Cap Value Portfolio (formerly, ING American Century Small Cap Value Portfolio), the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median and its primary and secondary benchmarks for all periods presented; and (2) the Portfolio is ranked in the fourth quintile of its Morningstar category for the one- and three-year periods, and in the fifth (lowest) quintile of its Morningstar category for the most recent calendar quarter and year-to-date periods.

In analyzing this performance data, the Board took into account: (1) in April 2006, a new portfolio management team assumed responsibility for managing a portion of the Portfolio's assets; (2) in conjunction with the addition of the new portfolio management team, the Portfolio's strategy was changed to a small-/mid-capitalization style; and (3) Management will continue to monitor, and the Board or its Investment Review Committee will periodically review, the Portfolio's performance.

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In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING American Century Small-Mid Cap Value Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

In analyzing this fee data, the Board took into account: (1) in January 2006, at the direction of the Board following the 2005 contract renewal process, Management reduced the Portfolio's administration fee; and (2) in April 2006, Management put into place a fee waiver arrangement under which the Adviser waives its management fee in amounts equal to 50% of the savings from a reduction in sub-advisory fees that took effect in April 2006.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio's expense ratio is reasonable in the context of all factors considered by the Board; (3) in April 2006, a new mid-cap portfolio management team assumed management of a portion of the Portfolio's assets and its strategies were modified in conjunction with the transition to the new team, and it is reasonable to permit the Sub-Adviser to continue to manage the Portfolio to appropriately assess performance; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Baron Asset Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Baron Asset Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median for the most recent calendar quarter; and (2) the Portfolio underperformed its primary benchmark for the most recent calendar quarter. In considering this performance data, the Board took into account that the Portfolio launched in January 2006, and therefore had a limited operating history for purposes of analyzing Portfolio performance. The Board noted further that Morningstar category rankings were not yet available for the Portfolio.

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

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio's expense ratio is reasonable in the context of all factors considered by the Board; (3) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board; and (4) the Portfolio was launched in January 2006, and it is reasonable to permit the Portfolio to establish a longer operating history for purposes of evaluating performance. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Baron Small Cap Growth Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Baron Small Cap Growth Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median for all periods presented, but underperformed

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for the one-year period; (2) the Portfolio outperformed its primary benchmark for the most recent calendar quarter and three-year periods, but underperformed for the year-to-date and one-year periods; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter and three-year periods, the second quintile of its Morningstar category for the year-to-date period and the third quintile of its Morningstar category for the one-year period.

In analyzing this performance data, the Board also took into account Management's analysis regarding the Sub-Adviser's rationale for underperformance during certain periods, including its analysis regarding the negative effect of stock selection on the Portfolio's performance during certain periods.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Baron Small Cap Growth Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that do not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Baron Small Cap Growth Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and above the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that in January 2006, at the direction of the Board following the 2005 contract renewal process, Management reduced the Portfoli o's administration fee rate.

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

ING Davis Venture Value Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Davis Venture Value Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its primary benchmark for all periods presented; (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for most recent calendar quarter, the second quintile of its Morningstar category for the year-to-date and three-year periods, and the third quintile of its Morningstar category or the one-year period.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Davis Venture Value Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

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

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ING Fundamental Research Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Fundamental Research Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median and its primary benchmark for the most recent calendar quarter, year-to-date and three-year periods, but outperformed for the one-year period; and (2) the Portfolio is ranked in the third quintile of its Morningstar category for the one-year period, in the fourth quintile of its Morningstar category for the year-to-date and three-year periods and in the fifth (lowest) quintile of its Morningstar category for the most recent calendar quarter.

In analyzing this performance data, the Board also took into account: (1) Management's representations that in order to address the Board's concerns about the Portfolio's performance, in April 2005 there was a change in portfolio managers; and (2) Management's analysis regarding the Sub-Adviser's rationale for underperformance in certain periods, including its analysis regarding the negative effect of stock selection on the Portfolio's more recent performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Fundamental Research Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with a breakpoint fee schedule where the asset level necessary to achieve a breakpoint discount had not been reached by the Portfolio; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio's expense ratio is reasonable in the context of all factors considered by the Board; (3) there was a change in portfolio managers in April 2005, and it is reasonable to permit the Sub-Adviser to continue to manage the Portfolio to appropriately assess the longer-term performance of the new portfolio management team; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Goldman Sachs^® Capital Growth Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Goldman Sachs^® Capital Growth Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median for all periods presented, except it outperformed for the year-to-date period; (2) the Portfolio underperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the year-to-date period, in the third quintile of its Morningstar category for the most recent calendar quarter, and in the fourth quintile of its Morningstar category for the one- and three-year periods.

In analyzing this performance data, the Board took into account that it had approved, at the Board's May 2006 meeting, the merger of the Portfolio with and into ING VP Growth Portfolio, another fund in the ING Funds complex overseen by another Board of Directors, and that this merger would be completed during the first quarter of 2007 if approved by the Portfolio's shareholders and by the Board of Directors that administers ING VP Growth Portfolio.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Goldman Sachs^® Capital Growth Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Goldman Sachs^® Capital Growth Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is

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above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

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

ING Goldman Sachs^® Structured Equity Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Goldman Sachs^® Structured Equity Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median for the most recent calendar quarter and year-to-date periods, but outperformed for the one- and three-year periods; (2) the Portfolio underperformed its primary benchmark for the most recent calendar quarter and year-to-date periods, but outperformed its primary benchmark for the one- and three-year periods; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the one- and three-year periods, the fourth quintile of its Morningstar category for the year-to-date period and the fifth (lowest) quintile of its Morningstar category for the most recent calendar quarter.

In analyzing this performance data, the Board also took into account that it had approved, at its May 25, 2006 meeting, the merger of the Portfolio with and into ING UBS U.S. Large Cap Equity Portfolio and that this merger is expected to occur in the first quarter of 2007 if approved by the Portfolio's shareholders.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Goldman Sachs^® Structured Equity Portfolio, the Board took into account the factors described above and also considered: (1) the economies of scale benefits to the Portfolio and its shareholders from breakpoint discounts applicable to the Portfolio's advisory fee, which result in lower fees at higher asset levels; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

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

ING JPMorgan International Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING JPMorgan International Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median for the most recent calendar quarter and year-to-date periods, but underperformed for the one-, three- and five-year periods; (2) the Portfolio underperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the most recent calendar quarter and year-to-date periods, in the fourth quintile of its Morningstar category for the three-year period, and in the fifth (lowest) quintile of its Morningstar category for the one- and five-year periods.

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In analyzing this performance data, the Board took into account: (1) Management's analysis regarding the Sub-Adviser's rationale for underperformance during certain periods; and (2) Management would continue to monitor, and the Board or its Investment Review Committee would periodically review, the Portfolio's investment performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING JPMorgan International Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio's expense ratio is reasonable in the context of all factors considered by the Board; (3) taking into account Management's representations that it will continue to monitor, and the Board or its Investment Review Committee will periodically review, the Portfolio's performance, such performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING JPMorgan Mid Cap Value Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING JPMorgan Mid Cap Value Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median for the most recent calendar quarter and year-to-date periods, but underperformed for the one- and three-year periods; (2) the Portfolio underperformed its primary benchmark for all periods presented, except that it outperformed for the most recent calendar quarter; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter and year-to-date periods, in the third quintile of its Morningstar category for the three-year period, and in the fourth quintile of its Morningstar category or the one-year period.

In analyzing this performance data, the Board took into account Management's analysis of the Sub-Adviser's underperformance during certain periods, including its representations regarding the negative effect of stock selection and sector allocation on the Portfolio's performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING JPMorgan Mid Cap Value Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING JPMorgan Mid Cap Value Portfolio, as compared to its Selected Peer Group, including that: (a) 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 (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that, effective April 28, 2006, Management lowered the Portfolio's administration fee rate, effectively reducing the Portfolio' s expense ratio.

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

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

ING Legg Mason Partners Aggressive Growth Portfolio (formerly, ING Salomon Brothers Aggressive Growth Portfolio)

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Legg Mason Partners Aggressive Growth Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median and primary benchmark for the most recent calendar quarter, year-to-date, one- and three-year periods, but underperformed for the five-year period; and (2) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the one- and three-year periods, in the second quintile of its Morningstar category for the most recent calendar quarter and year-to-date periods, and in the third quintile of its Morningstar category for the five-year period.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Legg Mason Partners Aggressive Growth Portfolio, the Board took into account the factors described above and also considered: (1) the economies of scale benefits to the Portfolio and its shareholders from breakpoint discounts applicable to the Portfolio's advisory fee, which result in lower fees at higher asset levels; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Legg Mason Partners Aggressive Growth Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

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

ING Legg Mason Partners Large Cap Growth Portfolio (formerly, ING Salomon Brothers Large Cap Growth Portfolio)

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Legg Mason Partners Large Cap Growth Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median and its primary benchmark for all periods presented; and (2) the Portfolio is ranked in the fourth quintile of its Morningstar category for the most recent calendar quarter and in the fifth (lowest) quintile of its Morningstar category for the year-to-date, one- and three-year periods.

In analyzing this performance data, the Board took into account: (1) Management's analysis regarding the Sub-Adviser's rationale for underperformance, including its representations that underperformance in more recent periods could be attributed to the negative effect of underweighting certain industry sectors; (2) Management's view that the Sub-Adviser's investment process will yield reasonable longer-term performance; and (3) Management's representations regarding steps being undertaken to address the Board's concerns regarding the Portfolio's performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Legg Mason Partners Large Cap Growth Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group.

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all factors considered by the Board, including Management's representations regarding the steps being undertaken, at the Board's direction, to address performance; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING OpCap Balanced Value Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING OpCap Balanced Value Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median and it primary benchmark for the most recent calendar quarter, year-to-date and one-year periods, but outperformed for the three-year period; and (2) the Portfolio is ranked in the second quintile of its Morningstar category for the three-year period, in the fourth quintile of its Morningstar category for the most recent calendar quarter, and in the fifth (lowest) quintile of its Morningstar category for the year-to-date and one-year periods.

In analyzing this performance data, the Board took into account: (1) Management's analysis regarding the Sub-Adviser's rationale for underperformance in certain periods, including its analysis of the negative effect of sector weightings on the Portfolio's more recent performance; and (2) Management's representations regarding steps being undertaken to address the Board's concerns regarding the Portfolio's performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING OpCap Balanced Value Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING OpCap Balanced Value Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

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

ING Oppenheimer Global Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Oppenheimer Global Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median for the most recent calendar quarter and year-to-date periods, but outperformed for the one- and three-year periods; (2) the Portfolio underperformed its primary benchmark for the most recent calendar quarter and year-to-date periods, but outperformed for the one-year period and matched its benchmark's performance for the three-year period; and (3) the Portfolio ranked in the second quintile of its Morningstar category for the one- and three-year periods and in the fourth quintile of its Morningstar category for the most recent calendar quarter and year-to-date periods.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Oppenheimer Global Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average

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management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group.

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

ING Oppenheimer Strategic Income Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Oppenheimer Strategic Income Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median for all periods presented; (2) the Portfolio underperformed its primary benchmark for the most recent calendar quarter, but outperformed the primary benchmark for the year-to-date and one-year periods; and (3) the Portfolio ranked in the fourth quintile of its Morningstar category for the year-to-date and one-year periods, and in the fifth (lowest) quintile of its Morningstar category for the most recent calendar quarter.

In analyzing this performance data, the Board took into account: (1) Management's analysis regarding the Sub-Adviser's rationale for underperformance, including its discussion of the negative effect of stock selection and sector allocation on the Portfolio's performance; (2) Management's view that the Portfolio launched in November 2004, and it is reasonable to permit the Sub-Adviser to continue to manage the Portfolio to assess Portfolio performance; and (3) Management's expectation that the Sub-Adviser will deliver reasonable longer-term performance in the future.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Oppenheimer Strategic Income Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio's expense ratio is reasonable in the context of all factors considered by the Board; (3) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board; and (4) the Portfolio was launched in November 2004, and it is reasonable to permit the Portfolio to establish a longer operating history for purposes of evaluating whether the Portfolio meets the Adviser's expectation of more favorable longer-term performance. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different indiv idual factors and related conclusions.

ING PIMCO Total Return Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING PIMCO Total Return Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median for all periods presented, except it underperformed for the one-year period; (2) the Portfolio underperformed its benchmark for all periods presented, except it outperformed for the three-year period; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the most recent calendar quarter and in the third quintile of its Morningstar category for the year-to-date, one- and three-year periods.

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In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING PIMCO Total Return Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING PIMCO Total Return Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and average expense ratios of the funds in its Selected Peer Group.

In analyzing this fee information, the Board noted that in January 2006, at the direction of the Board following the 2005 contract renewal process, Management reduced the Portfolio's administration fee.

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

ING T. Rowe Price Diversified Mid Cap Growth Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING T. Rowe Price Diversified Mid Cap Growth Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median for the most recent calendar quarter, but underperformed for the year-to-date, one-, and three-year periods; (2) the Portfolio underperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the most recent calendar quarter, and in the fourth quintile for the year-to-date, one- and three-year periods.

In analyzing this performance data, the Board took into account that, in November 2004, T. Rowe Price Associates, Inc. was appointed as the new Sub-Adviser to the Portfolio. The Board also noted that the Portfolio's investment strategy was modified in conjunction with this change in Sub-Adviser.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING T. Rowe Price Diversified Mid Cap Growth Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that do not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Portfolio's Sub-Adviser and strategy were changed in November 2004, and it is reasonable to permit the Sub-Adviser to continue to manage the Portfolio to assess whether longer-term performance improves as a result of the changes that have been implemented; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to differen t individual factors and related conclusions.

ING T. Rowe Price Growth Equity Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING T. Rowe Price Growth Equity Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio

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underperformed its primary benchmark for all periods presented, except that it outperformed for the five-year period. The Portfolio is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter and five-year periods and in the second quintile of its Morningstar category for the year-to-date, one- and three-year periods.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING T. Rowe Price Growth Equity Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that do not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and above the average expense ratios of the funds in its Selected Peer Group.

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

ING Thornburg Value Portfolio (formerly, ING MFS Capital Opportunities Portfolio)

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Thornburg Value Portfolio (formerly, ING MFS Capital Opportunities Portfolio), the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median and its primary benchmark for all periods presented, except it equaled the performance of its Morningstar category median for the most recent calendar quarter; and (2) the Portfolio is ranked in the third quintile for the most recent calendar quarter, in the fourth quintile for the year-to-date period, and in the fifth (lowest) quintile for the one-, three- and five-year periods.

In analyzing this performance data, the Board took into account that, to address the Board's concerns regarding the Portfolio's performance, in August 2006 Thornburg Investment Management assumed responsibility for the management of the Portfolio.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Thornburg Value Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Thornburg Value Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio's expense ratio is reasonable in the context of all factors considered by the Board; (3) in August 2006 there was a change in Sub-Advisers to the Portfolio, and it is reasonable to permit the new Sub-Adviser to continue to manage the Portfolio to assess performance; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

320

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

ING UBS U.S. Large Cap Equity Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING UBS U.S. Large Cap Equity Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median and its primary benchmark for the one- and three-year periods, but underperformed its Morningstar category median and its primary benchmark for the most recent calendar quarter, year-to-date and five-year periods; and (2) the Portfolio is ranked in the second quintile of its Morningstar category for the three-year period, in the third quintile of its Morningstar category for the most recent calendar quarter and one-year periods, and in the fourth quintile of its Morningstar category for the year-to-date and five-year periods.

In analyzing this performance data, the Board took into account that in May 2004 UBS Global Asset Management Inc. assumed responsibility for the Portfolio, and its performance has improved since this change was implemented. The Board also took into account Management's analysis regarding the Sub-Advisor's rationale for underperformance in certain periods, including its analysis of the negative effect of stock selection.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING UBS U.S. Large Cap Equity Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with a breakpoint fee schedule where the asset level necessary to achieve a breakpoint discount had not been reached by the Portfolio; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING UBS U.S. Large Cap Equity Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio's expense ratio is reasonable in the context of all factors considered by the Board; (3) there was a change in Sub-Adviser in May 2004, and since that change was implemented the Portfolio's performance has been reasonable; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING UBS U.S. Small Cap Growth

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING UBS U.S. Small Cap Growth Portfolio, the Board considered that the Portfolio was launched on April 28, 2006 and has less than one calendar quarter of operating history. Therefore, the Board concluded that it is reasonable to permit the Portfolio to establish a longer operating history for purposes of evaluating performance

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING UBS U.S. Small Cap Growth Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group.

In analyzing this fee data, the Board took into account that the Adviser is waiving a portion of its management fee, in effect reducing the Portfolio's expense ratio.

321

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

evaluating performance. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Van Kampen Comstock Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Van Kampen Comstock Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its Morningstar category median for the year-to-date and one-year periods, but outperformed for the most recent calendar quarter and three-year periods; (2) the Portfolio outperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in first (highest) quintile of its Morningstar category for the most recent calendar quarter, in the third quintile of its Morningstar category for the three-year period, and in the fourth quintile of its Morningstar category for the year-to-date and one-year periods.

In analyzing this performance data, the Board took into account Management's analysis regarding the Sub-Adviser's rationale for underperformance in certain periods, including its analysis of the negative effect of sector weightings on the Portfolio's performance during certain periods.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Van Kampen Comstock Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Van Kampen Comstock Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that, in April 2006, the Portfolio's expense ratio was reduced.

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

ING Van Kampen Equity & Income Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Van Kampen Equity and Income Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio underperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter and three-year period and in the second quintile of its Morningstar category for the year-to-date and one-year periods.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Van Kampen Equity and Income Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that do not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group, and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group.

322

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Columbia Small Cap Value II Portfolio

Approval of New Advisory and Sub-Advisory Arrangements

Section 15 of the Investment Company Act of 1940 mandates that, when a Portfolio enters into new advisory or sub-advisory arrangement the Board, including a majority of the Non-Interested Directors, must approve those new arrangements. Therefore, in order for a new series of IPI to be launched, the Board must approve an Advisory Contract and, if applicable, Sub-Advisory Contract for that series prior to the commencement of its operations. At a meeting held on January 19, 2006, the Board considered the approval of a new Advisory Contract and Sub-Advisory contract with Columbia Management Advisors, LLC ("Columbia") for ING Columbia Small Cap Value II Portfolio ("Columbia Small Cap Value"), a recently-launched series of IPI.

The materials provided to the Board and/or its legal counsel in support of the proposed advisory and sub-advisory arrangements included the following: (1) a memorandum presenting Management's rationale for requesting the launch of Columbia Small Cap Value that discusses, among other things, the performance of Columbia in managing a fund similar to the Portfolio, with such performance being compared against the Portfolio's Morningstar Category average and proposed primary benchmark; (2) information regarding the Portfolio's proposed investment objective and strategies and anticipated portfolio characteristics; (3) FACT sheets for the Portfolio that compare the performance of a similarly-managed fund managed by Columbia against that of the Portfolio's Selected Peer Group and its Morningstar category median; (4) responses from the Adviser and Columbia to questions posed by K&L Gates, independent legal counsel, on behalf of the Non-Intereste d Directors; (5) supporting documentation, including copies of the forms of Advisory and Sub-Advisory Contracts for Columbia Small Cap Value; and (6) other information relevant to the Board's evaluation. In addition, the Board considered the information provided periodically throughout the year in presentations to the Board by the Adviser in the context of the Adviser's oversight of other sub-advisers managing Funds in the ING Funds complex.

The Board considered that Columbia Small Cap Value would be subject to the standard policies and procedures of IPI previously approved by the Board for other Series of IPI and approved in accordance with Rule 38a-1 under the 1940 Act. The Board also noted that, in managing Columbia Small Cap Value, the Adviser would be subject to procedures adopted pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940 that had been previously approved by the Board in connection with other Funds. In the case of Columbia, the Board considered, among other things, a preliminary report from the CCO.

The Board's consideration of whether to approve the Advisory Contract with the Adviser on behalf of Columbia Small Cap Value took into account several factors including, but not limited to, the following: (1) the nature and quality of the services to be provided by the Adviser to Columbia Small Cap Value under the proposed Advisory Contract; (2) the Adviser's experience as a manager-of-managers overseeing sub-advisers to other Funds within the ING Funds complex; (3) the Adviser's strength and reputation within the industry; (4) the fairness of the compensation under the proposed Advisory Contract in light of the services to be provided to Columbia Small Cap Value and taking into account the sub-advisory fees payable by the Adviser to Columbia; (5) the economies of scale benefits to the Fund and its shareholders from breakpoint discounts applicable to the Fund's advisory fee, which result in lower fees at higher asset levels, taking into acco unt that it would take time to reach these discounts after the Portfolio is launched; (6) the pricing structure (including the estimated expense ratio to be borne by shareholders) of Columbia Small Cap Value, as compared to other similarly-managed funds in its Selected Peer Group, including Management's analysis that: (a) the proposed management fee (inclusive of a 0.10% administration fee) is above the median and average management fees of the funds in Columbia Small Cap Value's Selected Peer Group; and (b) the estimated expense ratio for Columbia Small Cap Value is above the median and average expense ratios of the funds in Columbia Small Cap Value's Selected Peer Group; (7) the projected profitability of the Adviser when sub-advisory fees payable by the Adviser to Columbia are taken into account; (8) the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of the Adviser, including its management team's expertise in the management of

323

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

other Funds; (9) the Adviser's compliance capabilities, as demonstrated by, among other things, its policies and procedures designed to prevent violations of the Federal securities laws, which had previously been approved by the Board in connection with their oversight of other Funds in the ING Funds complex; (10) the information that had been provided by the Adviser at regular Board meetings, with respect to its capabilities as a manager-of-managers; and (11) "fall-out benefits" to the Adviser and its affiliates that were anticipated to arise from the Adviser's management of Columbia Small Cap Value. In analyzing the pricing structure of Columbia Small Cap Value, the Board took into account Management's representations that the level of the Portfolio's management fee and expense ratio reflects that availability of small capitalization capacity in the current market is increasingly scarce, leading to higher sub-advisory fees for small capita lization investment mandates.

In reviewing the proposed Sub-Advisory Contract with Columbia, the Board considered a number of factors, including, but not limited to, the following: (1) the Adviser's view of Columbia's capabilities in managing in the strategy to be employed by Columbia Small Cap Value; (2) Columbia's strength and reputation in the industry; (3) the nature and quality of the services to be provided by Columbia under the proposed Sub-Advisory Contract; (4) the performance of Columbia's proprietary fund managed in the same style in which the Portfolio would be managed, compared to the Portfolio's Morningstar Category average, Morningstar Category median, its proposed primary benchmark and the performance of the funds in Columbia Small Cap Value's Selected Peer Group; (5) the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of Columbia and its fit among the stable of managers in the ING Funds line - -up; (6) the fairness of the compensation under the proposed Sub-Advisory Contract in light of the services to be provided by and the projected profitability of Columbia as Columbia Small Cap Value's sub-adviser and taking into account the ability of Columbia to deliver small-capitalization investment management expertise in a market where access to small-capacity advisory services is increasingly scarce; (7) the costs for the services to be provided by Columbia; (8) Columbia's operations and compliance program, including its policies and procedures intended to assure compliance with the Federal securities laws, which were under review and evaluation by ING IPI's Chief Compliance Officer; (9) Columbia's financial condition; (10) the appropriateness of the selection of Columbia in light of Columbia Small Cap Value's investment objective and prospective investor base; and (11) Columbia's Code of Ethics, which has previously been approved for other ING Funds, presented and approved at the January 2006 meeting, and related procedures for complying with that Code.

After its deliberation, the Board reached the following conclusions: (1) Columbia Small Cap Value's proposed management fee rate is reasonable in the context of all factors considered by the Board; (2) Columbia Small Cap Value's expense ratio is reasonable in the context of all factors considered by the Board; (3) the sub-advisory fee rate payable by the Adviser to Columbia is reasonable in the context of all factors considered by the Board; (4) the Adviser maintains an appropriate compliance program, with this conclusion based upon the Board's previous and ongoing review of the compliance program; and (5) Columbia maintains an appropriate compliance program, with this conclusion based upon, among other things, a representation from IPI's Chief Compliance Officer that, based upon his analysis to date, Columbia's compliance policies and procedures are reasonably designed to assure compliance with the Federal securities laws, and his represent ation that if any compliance issues were identified, he would inform the Board. Based on these conclusions and other factors, the Board voted to approve the Advisory and Sub-Advisory Contracts for Columbia Small Cap Value. During its deliberations, different Board members may have given different weight to different individual factors and related conclusions.

324

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Investment Adviser

Directed Services, LLC
1475 Dunwoody Drive
West Chester, Pennsylvania 19380

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

Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006

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.

VPAR-UIPI

(1206-022807)


	Funds


	Annual Report

	December 31, 2006

	Adviser Class (“ADV”), Initial Class (“I”), Service Class (“S”) and Class T

	ING Partners, Inc.

	• ING Solution Income Portfolio
	• ING Solution 2015 Portfolio
	• ING Solution 2025 Portfolio
	• ING Solution 2035 Portfolio
	• ING Solution 2045 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		10




Report of Independent Registered Public Accounting Firm		13




Statements of Assets and Liabilities		14




Statements of Operations		16




Statements of Changes in Net Assets		17




Financial Highlights		20




Notes to Financial Statements		25




Portfolio Asset Allocation		35




Portfolios of Investments		36




Tax Information		41




Director and Officer Information		42




Advisory Contract Approval Discussion		47

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 Portfolio’s 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 Portfolio by calling Shareholder Services toll-free at 1-800-992-0180.

(THIS PAGE INTENTIONALLY LEFT BLANK)

PRESIDENT’S LETTER

(PHOTO OF JAMES M. HENNESSY)

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.

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.

(-s- Shaun P. Mathews)

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 investors 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 appreciably 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 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 interest 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^® 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.

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 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 the 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) 262-3862 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 SOLUTION PORTFOLIOS

PORTFOLIO MANAGERS’ REPORT

The ING Solution Portfolios (the “Portfolios” or “Solution Portfolios”) each seek to achieve their investment objective by investing in other ING Funds (“Underlying Funds”) and uses asset allocation strategies to determine how much to invest in the Underlying Funds.

Portfolio Specifics: Directed Services, LLC⁽¹⁾ (“DSL” or “Investment Adviser”) is the investment adviser of each Portfolio. The Adviser is an indirect, wholly-owned subsidiary of ING Groep, N.V. (“ING Groep”), a global financial institution active in the fields of insurance, banking and asset management.

ING Investment Management Co. (“Consultant”) is a consultant to the Investment Adviser. Both the Investment Adviser and the Consultant are indirect, wholly-owned subsidiaries of ING Groep. The Adviser and the Consultant, working together, have designed Target Date asset allocation funds, called Solution Portfolios that will be constructed and managed in accordance with the following processes:

The Investment Adviser uses an asset allocation process to determine each Portfolio’s investment mix. This asset allocation process can be found in the Prospectus.

The following tables illustrate the Target Sub-Asset Mix allocation as of December 31, 2006:


⁽¹⁾	Prior to December 31, 2006, ING Life Insurance and Annuity Company (“ILIAC”) served as the investment adviser to the Portfolios. On November 9, 2006, the Board approved the consolidation of investment advisory functions of ILIAC into DSL resulting in the assumption by DSL of the advisory agreement between ING Partners, Inc. and ILIAC.

Asset Allocation

as of December 31, 2006

(as a percent of net assets)


		ING Solution		ING Solution		ING Solution		ING Solution		ING Solution
		Income		2015		2025		2035		2045
Target Sub-Asset Mix⁽¹⁾		Portfolio		Portfolio		Portfolio		Portfolio		Portfolio

	U.S. Large Cap Blend		17%		15%		10%		10%		10%
	U.S. Large Cap Growth		0%		12%		19%		24%		27%
	U.S. Large Cap Value		0%		5%		12%		16%		18%
	U.S. Mid Cap		0%		0%		3%		4%		5%
	U.S. Small Cap		0%		0%		6%		8%		10%
	Non-U.S./International		3%		8%		10%		13%		15%
	Real Estate		0%		5%		5%		5%		5%
	Intermediate-Term Bond		45%		30%		20%		20%		10%
	High Yield Bond		10%		10%		5%		0%		0%
	Short-Term Bond		25%		15%		10%		0%		0%

			100%		100%		100%		100%		100%
*Portfolio holdings are subject to change daily.*


⁽¹⁾	Although the Solution Portfolios expect to be fully invested at all times, they may maintain liquidity reserves to meet redemption requests.

ING SOLUTION INCOME PORTFOLIO

PORTFOLIO MANAGERS’ REPORT



Average Annual Total Returns for the Periods Ended December 31, 2006


				Since Inception			Since Inception
				of Classes ADV, I and S			of Class T
	1 Year			April 29, 2005			August 31, 2005

Class ADV		7.21	%		6.35	%		—
Class I		7.66	%		6.92	%		—
Class S		7.37	%		6.62	%		—
Class T		6.93	%		—			5.61	%
LBAB Index⁽¹⁾		4.33	%		3.53	%⁽²⁾		2.89	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Solution Income 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 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.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Portfolio will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Portfolio’s current performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 262-3862 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 Investment Adviser, only through the end of the period as stated on the cover. The Investment Adviser’s views are subject to change at any time based on market and other conditions.

Portfolio holdings are subject to change daily.

⁽¹⁾The LBAB Index is an unmanaged index of publicly issued investment grade U.S. government, mortgage-backed, asset-backed and corporate debt securities.

⁽²⁾Since inception performance for the index is shown as of May 1, 2005.

⁽³⁾Since inception performance for the index is shown as of September 1, 2005.

ING SOLUTION 2015 PORTFOLIO

PORTFOLIO MANAGERS’ REPORT



Average Annual Total Returns for the Periods Ended December 31, 2006


				Since Inception			Since Inception
				of Classes ADV, I and S			of Class T
	1 Year			April 29, 2005			August 31, 2005

Class ADV		10.54	%		10.53	%		—
Class I		10.96	%		11.15	%		—
Class S		10.78	%		10.86	%		—
Class T		10.26	%		—			9.20	%
S&P 500^® Index⁽¹⁾		15.79	%		15.17	%⁽²⁾		14.06	%⁽³⁾
LBAB Index⁽⁴⁾		4.33	%		3.53	%⁽²⁾		2.89	%⁽³⁾
Composite Index⁽⁵⁾		11.12	%		10.43	%⁽²⁾		9.50	%⁽⁵⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Solution 2015 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 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 a value-weighted, unmanaged index of 500 of the largest companies in the U.S.

⁽²⁾Since inception performance for the indices is shown from May 1, 2005.

⁽³⁾Since inception performance for the indices is shown from September 1, 2005.

⁽⁴⁾The LBAB Index is an unmanaged index of publicly issued investment grade U.S. government, mortgage-backed, asset-backed and corporate debt securities.

⁽⁵⁾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.

ING SOLUTION 2025 PORTFOLIO

PORTFOLIO MANAGERS’ REPORT



Average Annual Total Returns for the Periods Ended December 31, 2006


				Since Inception			Since Inception
				of Classes ADV, I and S			of Class T
	1 Year			April 29, 2005			August 31, 2005

Class ADV		12.37	%		12.97	%		—
Class I		12.94	%		13.69	%		—
Class S		12.59	%		13.29	%		—
Class T		12.09	%		—			11.14	%
S&P 500^® Index⁽¹⁾		15.79	%		15.17	%⁽²⁾		14.06	%⁽³⁾
LBAB Index⁽⁴⁾		4.33	%		3.53	%⁽²⁾		2.89	%⁽³⁾
Composite Index⁽⁵⁾		11.12	%		10.43	%⁽²⁾		9.50	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Solution 2025 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 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⁾Since inception performance for the indices is shown from May 1, 2005.

⁽³⁾Since inception performance for the indices is shown from September 1, 2005.

⁽⁴⁾The LBAB Index is an unmanaged index of publicly issued investment grade U.S. government, mortgage-backed, asset-backed and corporate debt securities.

⁽⁵⁾The Composite Index consists of 60% return of (securities included in) the S&P 500^® Index and 40% of the return of (securities included in) the LBAB Index.

ING SOLUTION 2035 PORTFOLIO

PORTFOLIO MANAGERS’ REPORT



Average Annual Total Returns for the Periods Ended December 31, 2006

				Since Inception			Since Inception
				of Classes ADV, I, and S			of Class T
	1 Year			April 29, 2005			August 31, 2005

Class ADV		13.91	%		14.75	%		—
Class I		14.29	%		15.35	%		—
Class S		14.13	%		15.07	%		—
Class T		13.56	%		—			12.75	%
Russell 3000^® Index⁽¹⁾		15.72	%		16.16	%⁽²⁾		14.01	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Solution 2035 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 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 Russell 3000^® Index measures the performance of the 3000 largest U.S. companies based on total market capitalization, which represent approximately 98% of the U.S. equity market.

⁽²⁾Since inception performance for the index is shown from May 1, 2005.

⁽³⁾Since inception performance for the index is shown from September 1, 2005.

ING SOLUTION 2045 PORTFOLIO

PORTFOLIO MANAGERS’ REPORT



Average Annual Total Returns for the Periods Ended December 31, 2006

				Since Inception			Since Inception
				of Classes ADV, I, and S			of Class T
	1 Year			April 29, 2005			August 31, 2005

Class ADV		14.82	%		16.59	%		—
Class I		15.38	%		17.23	%		—
Class S		15.06	%		16.85	%		—
Class T		14.57	%		—			13.99	%
Russell 3000^® Index⁽¹⁾		15.72	%		16.16	%⁽²⁾		14.01	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Solution 2045 Portfolio against the Russell 3000^® Index. The 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 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 Russell 3000^® Index measures the performance of the 3000 largest U.S. companies based on total market capitalization, which represent approximately 98% of the U.S. equity market.

⁽²⁾Since inception performance for the index is shown from May 1, 2005.

⁽³⁾Since inception performance for the index is shown from September 1, 2005.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

As a shareholder of a Portfolio, you incur two types of costs: (1) transaction costs, including 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 (except as noted) 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 Fund 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.


	Beginning		Ending					Expenses Paid
	Account		Account		Annualized			During the Six
	Value		Value		Expense			Months Ended
ING Solution Income Portfolio	July 1, 2006		December 31, 2006		Ratio*			December 31, 2006**

Actual Portfolio Return
Class ADV	$	1,000.00	$	1,066.90		0.62	%	$	3.23
Class I		1,000.00		1,068.40		0.12			0.63
Class S		1,000.00		1,066.50		0.37			1.93
Class T		1,000.00		1,064.10		0.82			4.27
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,022.08		0.62	%	$	3.16
Class I		1,000.00		1,024.60		0.12			0.61
Class S		1,000.00		1,023.34		0.37			1.89
Class T		1,000.00		1,021.07		0.82			4.18


*	Expense ratios do not include expenses of the underlying funds.


**	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.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)


		Beginning		Ending					Expenses Paid
		Account		Account		Annualized			During the Six
		Value		Value		Expense			Months Ended
ING Solution 2015 Portfolio		July 1, 2006		December 31, 2006		Ratio*			December 31, 2006**

	Actual Portfolio Return
	Class ADV	$	1,000.00	$	1,087.20		0.62	%	$	3.26
	Class I		1,000.00		1,089.40		0.12			0.63
	Class S		1,000.00		1,088.60		0.37			1.95
	Class T		1,000.00		1,085.40		0.82			4.31
	Hypothetical (5% return before expenses)
	Class ADV	$	1,000.00	$	1,022.08		0.62	%	$	3.16
	Class I		1,000.00		1,024.60		0.12			0.61
	Class S		1,000.00		1,023.34		0.37			1.89
	Class T		1,000.00		1,021.07		0.82			4.18





ING Solution 2025 Portfolio
	Actual Portfolio Return
	Class ADV	$	1,000.00	$	1,094.70		0.62	%	$	3.27
	Class I		1,000.00		1,097.60		0.12			0.63
	Class S		1,000.00		1,096.00		0.37			1.95
	Class T		1,000.00		1,094.00		0.82			4.33
	Hypothetical (5% return before expenses)
	Class ADV	$	1,000.00	$	1,022.08		0.62	%	$	3.16
	Class I		1,000.00		1,024.60		0.12			0.61
	Class S		1,000.00		1,023.34		0.37			1.89
	Class T		1,000.00		1,021.07		0.82			4.18





ING Solution 2035 Portfolio
	Actual Portfolio Return
	Class ADV	$	1,000.00	$	1,105.30		0.62	%	$	3.29
	Class I		1,000.00		1,107.20		0.12			0.64
	Class S		1,000.00		1,106.60		0.37			1.96
	Class T		1,000.00		1,102.90		0.82			4.35
	Hypothetical (5% return before expenses)
	Class ADV	$	1,000.00	$	1,022.08		0.62	%	$	3.16
	Class I		1,000.00		1,024.60		0.12			0.61
	Class S		1,000.00		1,023.34		0.37			1.89
	Class T		1,000.00		1,021.07		0.82			4.18


*	Expense ratios do not include expenses of the underlying funds.


**	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.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)


	Beginning		Ending					Expenses Paid
	Account		Account		Annualized			During the Six
	Value		Value		Expense			Months Ended
ING Solution 2045 Portfolio	July 1, 2006		December 31, 2006		Ratio*			December 31, 2006**

Actual Portfolio Return
Class ADV	$	1,000.00	$	1,109.10		0.62	%	$	3.30
Class I		1,000.00		1,112.80		0.12			0.64
Class S		1,000.00		1,110.50		0.37			1.97
Class T		1,000.00		1,107.60		0.82			4.36
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,022.08		0.62	%	$	3.16
Class I		1,000.00		1,024.60		0.12			0.61
Class S		1,000.00		1,023.34		0.37			1.89
Class T		1,000.00		1,021.07		0.82			4.18


*	Expense ratios do not include expenses of the underlying funds.


**	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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Directors

ING Partners, Inc.

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of ING Solution Income Portfolio, ING Solution 2015 Portfolio, ING Solution 2025 Portfolio, ING Solution 2035 Portfolio, and ING Solution 2045 Portfolio, each a series of ING Partners, Inc., as of December 31, 2006, and the related statements of operations, the statements of changes in net assets for each of the years or periods in the two-year period then ended, and the financial highlights for the year ended December 31, 2006, and for the period from April 29, 2005 (commencement of operations) to December 31, 2005. These financial statements 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 transfer agent of the underlying funds. 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.

(KPMG LLP)

Boston, Massachusetts

February 28, 2007


*	Expense ratios do not include expenses of the underlying funds.


**	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.

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006


			ING		ING		ING
			Solution		Solution		Solution
			Income		2015		2025
			Portfolio		Portfolio		Portfolio

ASSETS:
Investments in affiliated underlying funds at value*			$	80,438,552	$	282,168,749	$	409,438,816




Receivables:
	Investment securities sold			94,742		168,256		—
	Fund shares sold			289,505		678,011		1,597,874
	Dividends from affiliated underlying funds			13		40		—

		Total assets		80,822,812		283,015,056		411,036,690





LIABILITIES:
Payable for investments purchased in affiliated underlying funds				—		—		598,428
Payable for fund shares redeemed				384,247		846,268		999,446
Payable to affiliates				29,443		101,133		145,703

		Total liabilities		413,690		947,401		1,743,577

NET ASSETS			$	80,409,122	$	282,067,655	$	409,293,113





NET ASSETS WERE COMPRISED OF:
Paid-in capital			$	77,389,103	$	266,350,004	$	381,503,154
Undistributed net investment income				887,929		2,458,163		2,742,172
Accumulated net realized gain on investments				77,081		665,905		1,966,060
Net unrealized appreciation on investments				2,055,009		12,593,583		23,081,727

NET ASSETS			$	80,409,122	$	282,067,655	$	409,293,113


* Cost of investments in affiliated underlying funds			$	78,383,543	$	269,575,166	$	386,357,089




Class ADV:
Net assets			$	20,477,419	$	71,922,753	$	100,094,891
Shares authorized				100,000,000		100,000,000		100,000,000
Par value			$	0.001	$	0.001	$	0.001
Shares outstanding				1,848,898		6,076,831		8,154,317
Net asset value and redemption price per share			$	11.08	$	11.84	$	12.28




Class I:
Net assets			$	3,052,633	$	14,383,772	$	17,540,120
Shares authorized				100,000,000		100,000,000		100,000,000
Par value			$	0.001	$	0.001	$	0.001
Shares outstanding				272,944		1,203,786		1,413,813
Net asset value and redemption price per share			$	11.18	$	11.95	$	12.41




Class S:
Net assets			$	54,634,049	$	191,100,240	$	282,069,801
Shares authorized				100,000,000		100,000,000		100,000,000
Par value			$	0.001	$	0.001	$	0.001
Shares outstanding				4,906,970		16,063,415		22,855,350
Net asset value and redemption price per share			$	11.13	$	11.90	$	12.34




Class T:
Net assets			$	2,245,021	$	4,660,890	$	9,588,301
Shares authorized				100,000,000		100,000,000		100,000,000
Par value			$	0.001	$	0.001	$	0.001
Shares outstanding				203,572		394,772		782,736
Net asset value and redemption price per share			$	11.03	$	11.81	$	12.25

See Accompanying Notes to Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006 (CONTINUED)


		ING		ING
		Solution		Solution
		2035		2045
		Portfolio		Portfolio

ASSETS:
Investments in affiliated underlying funds at value*		$	321,469,535	$	165,136,200
Receivable for fund shares sold			1,087,154		1,150,876

	Total assets		322,556,689		166,287,076





LIABILITIES:
Payable for investments in affiliated underlying funds purchased			688,642		1,049,006
Payable for fund shares redeemed			398,512		101,870
Payable to affiliates			113,526		56,514

	Total liabilities		1,200,680		1,207,390

NET ASSETS		$	321,356,009	$	165,079,686





NET ASSETS WERE COMPRISED OF:
Paid-in capital		$	297,316,620	$	152,444,968
Undistributed net investment income			2,298,752		690,414
Accumulated net realized gain on investments			1,377,199		647,092
Net unrealized appreciation on investments			20,363,438		11,297,212

NET ASSETS		$	321,356,009	$	165,079,686


* Cost of investments in affiliated underlying funds		$	301,106,097	$	153,838,988




Class ADV:
Net assets		$	73,682,583	$	36,740,651
Shares authorized			100,000,000		100,000,000
Par value		$	0.001	$	0.001
Shares outstanding			5,826,757		2,823,410
Net asset value and redemption price per share		$	12.65	$	13.01




Class I:
Net assets		$	16,646,956	$	10,442,397
Shares authorized			100,000,000		100,000,000
Par value		$	0.001	$	0.001
Shares outstanding			1,304,130		795,475
Net asset value and redemption price per share		$	12.76	$	13.13




Class S:
Net assets		$	222,501,667	$	114,649,588
Shares authorized			100,000,000		100,000,000
Par value		$	0.001	$	0.001
Shares outstanding			17,506,403		8,776,188
Net asset value and redemption price per share		$	12.71	$	13.06




Class T:
Net assets		$	8,524,803	$	3,247,050
Shares authorized			100,000,000		100,000,000
Par value		$	0.001	$	0.001
Shares outstanding			676,469		250,317
Net asset value and redemption price per share		$	12.60	$	12.97

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006


		ING			ING			ING			ING			ING
		Solution			Solution			Solution			Solution			Solution
		Income			2015			2025			2035			2045
		Portfolio			Portfolio			Portfolio			Portfolio			Portfolio

INVESTMENT INCOME:
Dividends from affiliated underlying funds		$	917,820		$	2,600,456		$	2,748,267		$	2,215,697		$	629,323

	Total investment income		917,820			2,600,456			2,748,267			2,215,697			629,323





EXPENSES:
Investment management fees			24,303			88,377			135,643			98,470			48,778




Distribution and service fees:
	Class ADV		18,980			77,665			108,408			78,534			38,095
	Class S		41,401			148,807			240,130			169,137			83,060
	Class T		23,053			63,743			88,502			67,671			26,203
Administrative service fees			4,860			17,674			27,127			19,692			9,755

	Total expenses		112,597			396,266			599,810			433,504			205,891
	Net waived and reimbursed fees		(1,537	)		(4,250	)		(5,900	)		(4,512	)		(1,747	)

	Net expenses		111,060			392,016			593,910			428,992			204,144

Net investment income			806,760			2,208,440			2,154,357			1,786,705			425,179





REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED UNDERLYING FUNDS:
Distributions of realized gains from affiliated underlying funds			115,329			469,473			1,174,366			963,476			492,103
Net realized gain on affiliated underlying funds			45,996			455,726			1,399,930			930,109			424,501
Net change in unrealized appreciation or depreciation on affiliated underlying funds			2,057,529			12,537,767			22,592,857			20,212,377			11,285,992

Net realized and unrealized gain on affiliated underlying funds			2,218,854			13,462,966			25,167,153			22,105,962			12,202,596

Increase in net assets resulting from operations		$	3,025,614		$	15,671,406		$	27,321,510		$	23,892,667		$	12,627,775

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS



		ING Solution Income Portfolio						ING Solution 2015 Portfolio

		Year Ended			April 29, 2005⁽¹⁾			Year Ended			April 29, 2005⁽¹⁾
		December 31,			to December 31,			December 31,			to December 31,
		2006			2005			2006			2005

FROM OPERATIONS:
Net investment income from affiliated underlying funds		$	806,760		$	12,658		$	2,208,440		$	56,612
Net realized gain on affiliated underlying funds			161,325			1,405			925,199			22,736
Net change in unrealized appreciation or depreciation on affiliated underlying funds			2,057,529			(2,520	)		12,537,767			55,816

Net increase in net assets resulting from operations			3,025,614			11,543			15,671,406			135,164





FROM DISTRIBUTIONS TO SHAREHOLDERS:




Net investment income:
	Class ADV		(4,748	)		—			(16,429	)		—
	Class I		(713	)		—			(6,011	)		—
	Class S		(5,235	)		—			(26,675	)		—
	Class T		(3,528	)		—			(9,123	)		—




Net realized gains:
	Class ADV		(968	)		—			(8,506	)		—
	Class I		(142	)		—			(2,991	)		—
	Class S		(1,137	)		—			(14,550	)		—
	Class T		(729	)		—			(4,772	)		—

Total distributions			(17,200	)		—			(89,057	)		—





FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			88,382,379			818,111			289,918,561			6,044,016
Dividends reinvested			17,200			—			89,057			—

			88,399,579			818,111			290,007,618			6,044,016
Cost of shares redeemed			(11,798,218	)		(30,307	)		(29,363,311	)		(338,181	)

Net increase in net assets resulting from capital share transactions			76,601,361			787,804			260,644,307			5,705,835

Net increase in net assets			79,609,775			799,347			276,226,656			5,840,999

NET ASSETS:
Beginning of period			799,347			—			5,840,999			—

End of period		$	80,409,122		$	799,347		$	282,067,655		$	5,840,999

Undistributed net investment income at end of period		$	887,929		$	12,720		$	2,458,163		$	56,750


(1)	Commencement of operations.

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS



		ING Solution 2025 Portfolio						ING Solution 2035 Portfolio

		Year Ended			April 29, 2005⁽¹⁾			Year Ended			April 29, 2005⁽¹⁾
		December 31,			to December 31,			December 31,			to December 31,
		2006			2005			2006			2005

FROM OPERATIONS:
Net investment income from affiliated underlying funds		$	2,154,357		$	126,412		$	1,786,705		$	39,870
Net realized gain on affiliated underlying funds			2,574,296			69,314			1,893,585			32,991
Net change in unrealized appreciation or depreciation on affiliated underlying funds			22,592,857			488,870			20,212,377			151,061

Net increase in net assets resulting from operations			27,321,510			684,596			23,892,667			223,922





FROM DISTRIBUTIONS TO SHAREHOLDERS:




Net investment income:
	Class ADV		(30,595	)		—			(12,127	)		—
	Class I		(7,286	)		—			(5,261	)		—
	Class S		(72,887	)		—			(16,903	)		—
	Class T		(17,250	)		—			(7,106	)		—




Net realized gains:
	Class ADV		(20,156	)		—			(10,106	)		—
	Class I		(4,654	)		—			(4,231	)		—
	Class S		(51,886	)		—			(15,551	)		—
	Class T		(11,500	)		—			(5,921	)		—

Total distributions			(216,214	)		—			(77,206	)		—





FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			393,904,233			17,145,903			315,209,674			5,591,300
Dividends reinvested			216,214			—			77,206			—

			394,120,447			17,145,903			315,286,880			5,591,300
Cost of shares redeemed			(29,385,613	)		(377,516	)		(23,423,811	)		(137,743	)

Net increase in net assets resulting from capital share transactions			364,734,834			16,768,387			291,863,069			5,453,557

Net increase in net assets			391,840,130			17,452,983			315,678,530			5,677,479





NET ASSETS:
Beginning of period			17,452,983			—			5,677,479			—

End of period		$	409,293,113		$	17,452,983		$	321,356,009		$	5,677,479

Undistributed net investment income at end of period		$	2,742,172		$	126,479		$	2,298,752		$	39,876


(1)	Commencement of operations.

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS



		ING Solution 2045 Portfolio

		Year Ended			April 29, 2005⁽¹⁾
		December 31,			to December 31,
		2006			2005

FROM OPERATIONS:
Net investment income from affiliated underlying funds		$	425,179		$	4,899
Net realized gain on affiliated underlying funds			916,604			20,187
Net change in unrealized appreciation or depreciation on affiliated underlying funds			11,285,992			11,220

Net increase in net assets resulting from operations			12,627,775			36,306





FROM DISTRIBUTIONS TO SHAREHOLDERS:




Net investment income:
	Class ADV		(1,819	)		—
	Class I		(1,552	)		—
	Class S		(2,219	)		—
	Class T		(796	)		—




Net realized gains:
	Class ADV		(6,640	)		—
	Class I		(4,873	)		—
	Class S		(8,711	)		—
	Class T		(2,779	)		—

Total distributions			(29,389	)		—





FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			166,572,144			1,647,245
Dividends reinvested			29,389			—

			166,601,533			1,647,245
Cost of shares redeemed			(15,422,677	)		(381,107	)

Net increase in net assets resulting from capital share transactions			151,178,856			1,266,138

Net increase in net assets			163,777,242			1,302,444





NET ASSETS:
Beginning of period			1,302,444			—

End of period		$	165,079,686		$	1,302,444

Undistributed net investment income at end of period		$	690,414		$	4,925


(1)	Commencement of operations.

See Accompanying Notes to Financial Statements

ING SOLUTION INCOME PORTFOLIO

FINANCIAL HIGHLIGHTS

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



		Class ADV						Class I

		Year			April 29,			Year			April 29,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		10.36			10.02			10.41			10.02




Income (loss) from investment operations:
Net investment income	$		0.57	*		0.54	*		0.42	*		0.29
Net realized and unrealized gain (loss) on investments	$		0.17			(0.20	)		0.37			0.10
Total from investment operations	$		0.74			0.34			0.79			0.39




Less distributions from:
Net investment income	$		0.02			—			0.02			—
Net realized gains on investments	$		0.00	**		—			0.00	**		—
Total distributions	$		0.02			—			0.02			—
Net asset value, end of period	$		11.08			10.36			11.18			10.41




Total Return⁽²⁾	%		7.21			3.39			7.66			3.89





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		20,477			188			3,053			1




Ratios to average net assets:
Net expenses after expense waiver ⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Gross expenses prior to expense waiver ⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Net investment income⁽³⁾	%		5.29			7.93			3.89			4.27
Portfolio turnover rate	%		32			21			32			21



		Class S						Class T

		Year			April 29,			Year			August 31,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		10.39			10.02			10.34			10.28




Income (loss) from investment operations:
Net investment income	$		0.36	*		0.36	*		0.10	*		0.12
Net realized and unrealized gain (loss) on investments	$		0.40			0.01			0.61			(0.06	)
Total from investment operations	$		0.76			0.37			0.71			0.06




Less distributions from:
Net investment income	$		0.02			—			0.02			—
Net realized gains on investments	$		0.00	**		—			0.00	**		—
Total distributions	$		0.02			—			0.02			—
Net asset value, end of period	$		11.13			10.39			11.03			10.34




Total Return⁽²⁾	%		7.37			3.69			6.93			0.58





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		54,634			507			2,245			103




Ratios to average net assets:
Net expenses after expense waiver ⁽³⁾⁽⁴⁾	%		0.37			0.37			0.82			0.82
Gross expenses prior to expense waiver ⁽³⁾⁽⁴⁾	%		0.37			0.37			0.87			0.87
Net investment income⁽³⁾	%		3.28			5.22			0.94			6.36
Portfolio turnover rate	%		32			21			32			21

⁽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 returns for periods less than one year is not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Expense ratios do not include expenses of Underlying Funds and do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

** Amount represents less than $0.005 per share.

ING SOLUTION 2015 PORTFOLIO

FINANCIAL HIGHLIGHTS

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



		Class ADV						Class I

		Year			April 29,			Year			April 29,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		10.74			10.04			10.80			10.04




Income from investment operations:
Net investment income	$		0.40	*		0.44	*		0.33	*		0.11
Net realized and unrealized gain on investments	$		0.73			0.26			0.85			0.65
Total from investment operations	$		1.13			0.70			1.18			0.76





Less distributions from:
Net investment income	$		0.02			—			0.02			—
Net realized gains on investments	$		0.01			—			0.01			—
Total distributions	$		0.03			—			0.03			—
Net asset value, end of period	$		11.84			10.74			11.95			10.80




Total Return⁽²⁾	%		10.54			6.97			10.96			7.57





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		71,923			1,032			14,384			1




Ratios to average net assets:
Net expenses after expense waiver ⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Gross expenses prior to expense waiver ⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Net investment income⁽³⁾	%		3.49			6.29			2.85			1.51
Portfolio turnover rate	%		14			49			14			49



		Class S						Class T

		Year			April 29,			Year			August 31,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		10.77			10.04			10.74			10.53




Income from investment operations:
Net investment income	$		0.29	*		0.27	*		0.04	*		0.13
Net realized and unrealized gain on investments	$		0.87			0.46			1.06			0.08
Total from investment operations	$		1.16			0.73			1.10			0.21





Less distributions from:
Net investment income	$		0.02			—			0.02			—
Net realized gains on investments	$		0.01			—			0.01			—
Total distributions	$		0.03			—			0.03			—
Net asset value, end of period	$		11.90			10.77			11.81			10.74




Total Return⁽²⁾	%		10.78			7.27			10.26			1.99





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		191,100			4,114			4,661			694




Ratios to average net assets:
Net expenses after expense waiver ⁽³⁾⁽⁴⁾	%		0.37			0.37			0.82			0.82
Gross expenses prior to expense waiver ⁽³⁾⁽⁴⁾	%		0.37			0.37			0.87			0.87
Net investment income⁽³⁾	%		2.52			3.82			0.38			11.28
Portfolio turnover rate	%		14			49			14			49

⁽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 returns for periods less than one year are not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Expense ratios do not include expenses of Underlying Funds and do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

ING SOLUTION 2025 PORTFOLIO

FINANCIAL HIGHLIGHTS

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



		Class ADV						Class I

		Year			April 29,			Year			April 29,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		10.97			10.05			11.03			10.05




Income from investment operations:
Net investment income	$		0.27	*		0.24	*		0.22	*		0.05	†
Net realized and unrealized gain on investments	$		1.09			0.68			1.21			0.93
Total from investment operations	$		1.35			0.92			1.43			0.98




Less distributions from:
Net investment income	$		0.03			—			0.03			—
Net realized gains on investments	$		0.02			—			0.02			—
Total distributions	$		0.05			—			0.05			—
Net asset value, end of period	$		12.28			10.97			12.41			11.03




Total Return⁽²⁾	%		12.37			9.15			12.94			9.75




Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		100,091			944			17,540			36




Ratios to average net assets:
Net expenses after expense waiver ⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Gross expenses prior to expense waiver ⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Net investment income⁽³⁾	%		2.29			3.37			1.87			0.79
Portfolio turnover rate	%		23			47			23			47



		Class S						Class T

		Year			April 29,			Year			August 31,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		11.00			10.05			10.97			10.68




Income from investment operations:
Net investment income	$		0.19	*		0.24	*		0.02	*		0.08
Net realized and unrealized gain on investments	$		1.19			0.71			1.31			0.21
Total from investment operations	$		1.38			0.95			1.33			0.29




Less distributions from:
Net investment income	$		0.02			—			0.03			—
Net realized gains on investments	$		0.02			—			0.02			—
Total distributions	$		0.04			—			0.05			—
Net asset value, end of period	$		12.34			11.00			12.25			10.97




Total Return⁽²⁾	%		12.59			9.45			12.09			2.72




Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		282,074			15,503			9,588			971




Ratios to average net assets:
Net expenses after expense waiver ⁽³⁾⁽⁴⁾	%		0.37			0.37			0.82			0.82
Gross expenses prior to expense waiver ⁽³⁾⁽⁴⁾	%		0.37			0.37			0.87			0.87
Net investment income⁽³⁾	%		1.58			3.38			0.19			6.79
Portfolio turnover rate	%		23			47			23			47

⁽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 returns for periods less than one year are not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Expense ratios do not include expenses of Underlying Funds and do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

ING SOLUTION 2035 PORTFOLIO

FINANCIAL HIGHLIGHTS

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



		Class ADV						Class I

		Year			April 29,			Year			April 29,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		11.13			10.07			11.19			10.07




Income from investment operations:
Net investment income	$		0.31	*		0.34	*		0.22	*		0.98	*
Net realized and unrealized gain on investments	$		1.23			0.72			1.37			0.14
Total from investment operations	$		1.54			1.06			1.59			1.12




Less distributions from:
Net investment income	$		0.01			—			0.01			—
Net realized gain on investments	$		0.01			—			0.01			—
Total distributions	$		0.02			—			0.02			—
Net asset value, end of period	$		12.65			11.13			12.76			11.19




Total Return⁽²⁾	%		13.91			10.53			14.29			11.12






Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		73,683			542			16,647			20




Ratios to average net assets:
Net expenses after expense waiver ⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Gross expenses prior to expense waiver ⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Net investment income⁽³⁾	%		2.60			4.59			1.84			13.21
Portfolio turnover rate	%		15			33			15			33



		Class S						Class T

		Year			April 29,			Year			August 31,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		11.16			10.07			11.12			10.76




Income from investment operations:
Net investment income	$		0.22	*		0.23	*		0.02	*		0.12
Net realized and unrealized gain on investments	$		1.35			0.86			1.48			0.24
Total from investment operations	$		1.57			1.09			1.50			0.36




Less distributions from:
Net investment income	$		0.01			—			0.01			—
Net realized gain on investments	$		0.01			—			0.01			—
Total distributions	$		0.02			—			0.02			—
Net asset value, end of period	$		12.71			11.16			12.60			11.12




Total Return⁽²⁾	%		14.13			10.82			13.56			3.35





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		222,502			4,656			8,525			460




Ratios to average net assets:
Net expenses after expense waiver⁽³⁾⁽⁴⁾	%		0.37			0.37			0.82			0.82
Gross expenses prior to expense waiver⁽³⁾⁽⁴⁾	%		0.37			0.37			0.87			0.87
Net investment income⁽³⁾	%		1.85			3.16			0.18			15.26
Portfolio turnover rate	%		15			33			15			33

⁽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 returns for periods less than one year are not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Expense ratios do not include expenses of Underlying Funds and do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.

* Per share numbers have been calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

ING SOLUTION 2045 PORTFOLIO

FINANCIAL HIGHLIGHTS

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



		Class ADV						Class I

		Year			April 29,			Year			April 29,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		11.35			10.08			11.40			10.08




Income from investment operations:
Net investment income	$		0.15	†		0.19	†		0.12	†		0.08	†
Net realized and unrealized gain on investments	$		1.53			1.08			1.64			1.24
Total from investment operations	$		1.68			1.27			1.76			1.32




Less distributions from:
Net investment income	$		0.00	*		—			0.01			—
Net realized gains on investments	$		0.02			—			0.02			—
Total distributions	$		0.02			—			0.03			—
Net asset value, end of period	$		13.01			11.35			13.13			11.40




Total Return⁽²⁾	%		14.82			12.60			15.38			13.10





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		36,741			334			10,442			2




Ratios to average net assets:
Net expenses after expense waiver⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Gross expenses prior to expense waiver⁽³⁾⁽⁴⁾	%		0.62			0.62			0.12			0.12
Net investment income⁽³⁾	%		1.22			2.54			0.98			1.12
Portfolio turnover rate	%		20			106			20			106



		Class S						Class T

		Year			April 29,			Year			August 31,
		Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

Per Share Operating Performance:
Net asset value, beginning of period	$		11.37			10.08			11.34			10.91




Income from investment operations:
Net investment income (loss)	$		0.11	†		0.08	†		(0.04	)†		0.33	†
Net realized and unrealized gain on investments	$		1.60			1.21			1.69			0.10
Total from investment operations	$		1.71			1.29			1.65			0.43




Less distributions from:
Net investment income	$		0.00	*		—			0.00	*		—
Net realized gains on investments	$		0.02			—			0.02			—
Total distributions	$		0.02			—			0.02			—
Net asset value, end of period	$		13.06			11.37			12.97			11.34




Total Return⁽²⁾	%		15.06			12.80			14.57			3.94





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		114,650			783			3,247			183




Ratios to average net assets:
Net expenses after expense waiver⁽³⁾⁽⁴⁾	%		0.37			0.37			0.82			0.82
Gross expenses prior to expense waiver⁽³⁾⁽⁴⁾	%		0.37			0.37			0.87			0.87
Net investment income (loss)⁽³⁾	%		0.90			1.11			(0.29	)		9.02
Portfolio turnover rate	%		20			106			20			106

⁽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 returns for periods less than one year are not annualized.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Expense ratios do not include expenses of Underlying Funds and do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.

† Per share numbers have been calculated using average number of shares outstanding throughout the period.

* Amount is less than $0.005.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006

NOTE 1 — ORGANIZATION

Organization. A predecessor of Directed Services, LLC⁽¹⁾ (“DSL” or the “Investment Adviser”) ING Life Insurance and Annuity Company (“ILIAC”) created ING Partners, Inc. (the “Fund”) to serve as an investment option underlying variable insurance products offered by the Investment Adviser and its insurance company affiliates. The Fund is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). It was incorporated under the laws of Maryland on May 7, 1997. The Articles of Incorporation permit the Fund to offer separate series, each of which has its own investment objective, policies and restrictions. The Fund currently consists of thirty-nine Portfolios. The five Portfolios included in this report are: ING Solution Income Portfolio (“Solution Income”), ING Solution 2015 Portfolio (“Solution 2015”), ING Solution 2025 Portfolio (“Solution 2025”), ING Solution 2035 Portfolio (“Solution 2035”) and ING Solution 2045 Portfolio (“Solution 2045”) (each a “Portfolio” and collectively, the “Portfolios”). The investment objectives of the Portfolios are as follows: Solution Income — a combination of total return and stability of principal consistent with an asset allocation targeted to retirement; and Solution 2015, 2025, 2035 and 2045 Portfolios — until the day prior to the Target Dates, the Portfolios will seek to provide total return consistent with an asset allocation targeted at retirement in approximately 2015, 2025, 2035 and 2045, respectively. On the Target Date, the investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement. When Solution 2015, 2025, 2035 and 2045 Portfolios reach their respective Target Date, they may be combined with the Income Portfolio, without a vote of shareholders, if approved by the Board of Directors.

Shares of the Fund are currently being offered only to participating insurance companies for allocation to certain of their separate accounts established for the purpose of funding variable annuity contracts and variable life insurance policies issued by the participating insurance companies.

The Portfolios offer the following four classes: Adviser Class (“Class ADV”), Initial Class (“Class I”), Service Class (“Class S”) and Class T. The classes differ principally in applicable distribution and shareholder 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.

Each Portfolio seeks to achieve its investment objective by investing in other ING Funds (“Underlying Funds”) and uses asset allocation strategies to determine how much to invest in the Underlying Funds.


(1)	Prior to December 31, 2006, ING Life Insurance and Annuity Company (“ILIAC”) served as the investment adviser to the Portfolios. On November 9, 2006, the Board approved the consolidation of investment advisory functions of ILIAC into DSL resulting in the assumption by DSL of the advisory agreement between the Fund and ILIAC.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES


A.	Security Valuation. The valuation of each Portfolio’s investments in its underlying funds is based on the net asset values of the underlying funds each business day.

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.

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

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)


D.	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.


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


E.	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.

F.	Repurchase Agreements. Certain of the Underlying Funds 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. An Underlying Fund will receive as collateral securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, being invested by the 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 Underlying Fund in the event the Underlying Fund is delayed or prevented from exercising its right to dispose of the collateral, and it might incur disposition costs in liquidating the collateral.

G.	Indemnifications. In the normal course of business, the Fund may enter into contracts that provide certain indemnifications. The Fund’s 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 ADVISER AND ADMINISTRATIVE SERVICE FEES

The Portfolios entered into an investment management agreement with the Investment Adviser. For its services, each Portfolio pays the Investment Adviser a monthly fee in arrears equal to 0.10% of each Portfolio’s average daily net assets during the month.

ING Investment Management Co. (the “Consultant”) is a consultant to the Investment Adviser. DSL pays the Consultant a consulting fee of 0.03% of the first $500 million, 0.025% of the next $500 million, 0.02% of the next $1 billion and 0.01% of amounts over $2 billion based on each Portfolio’s average daily net assets. Both the Investment Adviser and the Consultant are indirect, wholly-owned subsidiaries of 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. The Consultant will provide tactical allocation recommendations to the Investment Adviser. The Investment Adviser has set up an Investment Committee made up of a team of professionals to consider, review and implement the recommendations of the Consultant, and will retain discretion over implementation of the Consultant’s recommendations. The Consultant will provide ongoing recommendations to the Investment Committee of the Investment Adviser quarterly or as warranted by market conditions.

Under an Administrative Services Agreement between ING Fund Services, LLC (“IFS”), an indirect, wholly-owned subsidiary of ING Groep, IFS provides all administrative services necessary for the Portfolios’ operations and is responsible for the supervision of the Portfolios’ other service providers. IFS also

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

NOTE 3 — INVESTMENT ADVISER AND ADMINISTRATIVE SERVICE FEES (continued)

assumes all ordinary recurring direct costs of the Portfolios, such as custodian fees, director fees, transfer agency fees and accounting fees. As compensation for these services, IFS receives a monthly fee from each portfolio at an annual rate of 0.02% based on the average daily net assets of each Portfolio.

NOTE 4 — INVESTMENTS IN AFFILIATED UNDERLYING FUNDS

For the year ended December 31, 2006, the cost of purchases and the proceeds from sales of the Underlying Funds were as follows:


	Purchases		Sales

Solution Income	$	85,443,610	$	7,919,613
Solution 2015		275,938,401		12,644,452
Solution 2025		399,953,198		31,965,913
Solution 2035		309,704,425		15,056,754
Solution 2045		162,392,403		10,269,646

NOTE 5 — DISTRIBUTION AND SERVICE FEES

Class ADV and Class T of the Portfolios have adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plans”), whereby ING Funds Distributor, LLC⁽¹⁾ (the “Distributor” or “IFD”), an indirect, wholly-owned subsidiary of ING Groep, is reimbursed or compensated by the Portfolios for expenses incurred in the distribution of each Portfolio’s shares (“Distribution Fees”). The Distributor may pay, on behalf of each Portfolio, out of its distribution fee, compensation to certain financial institutions for providing distribution assistance pursuant to a Distribution Services Agreement. Under the Rule 12b-1 Plan, each Portfolio makes payments to IFD at an annual rate of 0.25% and 0.50% of the Portfolio’s average daily net assets attributable to its Class ADV and Class T shares, respectively. The Distributor has contractually agreed to waive 0.05% for Class T shares so that the actual fee paid is an annual rate of 0.45%. The expense waiver will continue through at least May 1, 2008.

The Fund has also adopted a Shareholder Servicing Plan (“Service Plan”) for the Classes ADV, S and T shares of each Portfolio. The Service Plan allows the Fund’s distributor to enter into shareholder servicing agreements with insurance companies, broker dealers or other financial intermediaries that provide administrative services related to Classes ADV, S and T shares and their shareholders including Variable Contract owners or Qualified Plan participants with interests in the Portfolios. Under the Service Plan, each Portfolio makes payments to IFD at an annual rate of 0.25% of each Portfolio’s average daily net assets attributable to its Classes ADV, S and T shares.


(1)	Prior to December 31, 2006, ING Financial Advisers, LLC (“IFA”) served as distributor to the Portfolios. On November 9, 2006, the Board approved the consolidation of distributor functions of IFA into IFD resulting in the assumption by IFD of the distribution agreement between the Company and IFA.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Each Portfolio has adopted a Retirement Policy (“Policy”) covering all Independent Directors of the Portfolio who will have served as an Independent Directors for at least five years at the time of retirement. Benefits under this Policy are based on an annual rate as defined in the Policy.

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

ING Life Insurance and Annuity Company — Solution Income (90.41%); Solution 2015 (88.50%); Solution 2025 (89.85%); Solution 2035 (90.38%); Solution 2045 (90.82%).

ING National Trust — Solution Income (5.99%); Solution 2015 (7.30%); Solution 2025 (6.07%); Solution 2035 (5.62%); Solution 2045 (6.55%).

NOTE 7 — OTHER ACCRUED EXPENSES

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 5 and 6):


	Accrued				Accrued
	Investment		Accrued		Shareholder
	Management		Administrative		Services
	Fees		Fees		Fees		Total

Solution Income	$	6,606	$	1,321	$	21,516	$	29,443
Solution 2015		23,189		4,638		73,306		101,133
Solution 2025		33,528		6,705		105,470		145,703
Solution 2035		26,341		5,268		81,917		113,526
Solution 2045		13,397		2,679		40,438		56,514

NOTE 8 — EXPENSE LIMITATIONS

For the following Portfolios, the Investment Adviser has agreed to limit expenses, excluding interest, taxes, brokerage and extraordinary expenses to the levels listed below:


Portfolio⁽¹⁾	Class ADV			Class I			Class S			Class T

Solution Income		0.62	%		0.12	%		0.37	%		0.82	%
Solution 2015		0.62	%		0.12	%		0.37	%		0.82	%
Solution 2025		0.62	%		0.12	%		0.37	%		0.82	%
Solution 2035		0.62	%		0.12	%		0.37	%		0.82	%
Solution 2045		0.62	%		0.12	%		0.37	%		0.82	%


(1)	The operating expense limits apply only at the Portfolio level and do not limit the fees payable by the underlying investment companies in which the Portfolios invest.

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

NOTE 8 — EXPENSE LIMITATIONS (continued)

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 reimbursement, 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.

As of December 31, 2006 the Portfolios did not have any waiver or reimbursed fees subject to recoupment.

Outstanding reimbursement balances due to the Portfolios, if any, under their respective expense limitation agreements are reflected in Reimbursement Due from Manager on the accompanying Statements of Assets and Liabilities.

The expense limitation agreement is contractual and shall renew automatically for one-year terms unless the Investment Adviser provides written notice of the termination of the expense limitation agreement within 90 days of the end of the then current term.

NOTE 9 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:



	Class ADV						Class I					Class S

	Year			April 29,			Year			April 29,		Year			April 29,
	Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to		Ended			2005⁽¹⁾to
	December 31,			December 31,			December 31,			December 31,		December 31,			December 31,
	2006			2005			2006			2005		2006			2005

Solution Income (Number of Shares)
Shares sold		1,907,885			18,429			556,689			101		5,027,469			50,923
Dividends reinvested		545			—			81			—		606			—
Shares redeemed		(77,675	)		(286	)		(283,927	)		—		(169,911	)		(2,117	)

Net increase in shares outstanding		1,830,755			18,143			272,843			101		4,858,164			48,806





Solution Income ($)
Shares sold	$	20,740,763		$	188,909		$	5,946,250		$	1,015	$	53,762,702		$	520,544
Dividends reinvested		5,716			—			855			—		6,372			—
Shares redeemed		(856,402	)		(2,956	)		(2,997,928	)		—		(1,813,910	)		(21,887	)

Net increase	$	19,890,077		$	185,953		$	2,949,177		$	1,015	$	51,955,164		$	498,657



	Class T

	Year			August 31,
	Ended			2005⁽¹⁾to
	December 31,			December 31,
	2006			2005





Solution Income (Number of Shares)
Shares sold		749,746			10,522
Dividends reinvested		407			—
Shares redeemed		(556,567	)		(536	)

Net increase in shares outstanding		193,586			9,986





Solution Income ($)
Shares sold	$	7,932,664		$	107,643
Dividends reinvested		4,257			—
Shares redeemed		(6,129,978	)		(5,464	)

Net increase	$	1,806,943		$	102,179


⁽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

	Year			April 29,			Year			April 29,		Year			April 29,
	Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to		Ended			2005⁽¹⁾to
	December 31,			December 31,			December 31,			December 31,		December 31,			December 31,
	2006			2005			2006			2005		2006			2005

Solution 2015 (Number of Shares)
Shares sold		6,105,141			105,917			1,541,635			101		16,004,205			403,952
Dividends reinvested		2,279			—			816			—		3,751			—
Shares redeemed		(126,726	)		(9,780	)		(338,766	)		—		(326,494	)		(21,999	)

Net increase in shares outstanding		5,980,694			96,137			1,203,685			101		15,681,462			381,953





Solution 2015 ($)
Shares sold	$	69,935,176		$	1,121,677		$	17,405,454		$	1,010	$	179,620,021		$	4,231,966
Dividends reinvested		24,935			—			9,002			—		41,225			—
Shares redeemed		(1,480,275	)		(101,097	)		(3,787,325	)		—		(3,706,649	)		(232,751	)

Net increase	$	68,479,836		$	1,020,580		$	13,627,131		$	1,010	$	175,954,597		$	3,999,215



	Class T

	Year			August 31,
	Ended			2005⁽¹⁾to
	December 31,			December 31,
	2006			2005





Solution 2015 (Number of Shares)
Shares sold		2,061,655			64,995
Dividends reinvested		1,271			—
Shares redeemed		(1,732,735	)		(414	)

Net increase in shares outstanding		330,191			64,581





Solution 2015 ($)
Shares sold	$	22,957,910		$	689,363
Dividends reinvested		13,895			—
Shares redeemed		(20,389,062	)		(4,333	)

Net increase	$	2,582,743		$	685,030



	Class ADV						Class I					Class S

	Year			April 29,			Year			April 29,		Year			April 29,
	Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to		Ended			2005⁽¹⁾to
	December 31,			December 31,			December 31,			December 31,		December 31,			December 31,
	2006			2005			2006			2005		2006			2005

Solution 2025 (Number of Shares)
Shares sold		8,235,636			88,717			1,754,814			3,263		21,609,670			1,440,645
Dividends reinvested		4,539			—			1,059			—		11,111			—
Shares redeemed		(171,857	)		(2,718	)		(345,323	)		—		(174,510	)		(31,566	)

Net increase in shares outstanding		8,068,318			85,999			1,410,550			3,263		21,446,271			1,409,079





Solution 2025 ($)
Shares sold	$	97,202,839		$	946,537		$	20,311,966		$	36,015	$	248,578,051		$	15,196,157
Dividends reinvested		50,751			—			11,941			—		124,773			—
Shares redeemed		(2,061,444	)		(28,625	)		(4,009,731	)		—		(2,033,538	)		(341,002	)

Net increase	$	95,192,146		$	917,912		$	16,314,176		$	36,015	$	246,669,286		$	14,855,155



	Class T

	Year			August 31,
	Ended			2005⁽¹⁾to
	December 31,			December 31,
	2006			2005





Solution 2025 (Number of Shares)
Shares sold		2,444,861			89,258
Dividends reinvested		2,576			—
Shares redeemed		(1,753,211	)		(748	)

Net increase in shares outstanding		694,226			88,510





Solution 2025 ($)
Shares sold	$	27,811,377		$	967,194
Dividends reinvested		28,749			—
Shares redeemed		(21,280,900	)		(7,889	)

Net increase	$	6,559,226		$	959,305


⁽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

	Year			April 29,			Year			April 29,			Year			April 29,
	Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2006			2005			2006			2005			2006			2005

Solution 2035 (Number of Shares)
Shares sold		5,836,546			48,885			1,598,144			4,862			17,302,033			426,175
Dividends reinvested		1,954			—			828			—			2,842			—
Shares redeemed		(60,452	)		(176	)		(296,587	)		(3,117	)		(215,632	)		(9,015	)

Net increase in shares outstanding		5,778,048			48,709			1,302,385			1,745			17,089,243			417,160





Solution 2035 ($)
Shares sold	$	70,492,067		$	532,594		$	18,948,312		$	54,325		$	202,986,613		$	4,542,888
Dividends reinvested		22,234			—			9,491			—			32,454			—
Shares redeemed		(756,495	)		(1,945	)		(3,509,479	)		(35,000	)		(2,529,800	)		(98,830	)

Net increase	$	69,757,806		$	530,649		$	15,448,324		$	19,325		$	200,489,267		$	4,444,058



	Class T

	Year			August 31,
	Ended			2005⁽¹⁾to
	December 31,			December 31,
	2006			2005





Solution 2035 (Number of Shares)
Shares sold		1,964,584			41,567
Dividends reinvested		1,148			—
Shares redeemed		(1,330,655	)		(175	)

Net increase in shares outstanding		635,077			41,392





Solution 2035 ($)
Shares sold	$	22,782,682		$	461,493
Dividends reinvested		13,027			—
Shares redeemed		(16,628,037	)		(1,968	)

Net increase	$	6,167,672		$	459,525



	Class ADV						Class I					Class S

	Year			April 29,			Year			April 29,		Year			April 29,
	Ended			2005⁽¹⁾to			Ended			2005⁽¹⁾to		Ended			2005⁽¹⁾to
	December 31,			December 31,			December 31,			December 31,		December 31,			December 31,
	2006			2005			2006			2005		2006			2005

Solution 2045 (Number of Shares)
Shares sold		2,819,182			29,467			1,075,065			146		8,983,495			101,444
Dividends reinvested		727			—			549			—		937			—
Shares redeemed		(25,954	)		(12	)		(280,285	)		—		(277,134	)		(32,554	)

Net increase in shares outstanding		2,793,955			29,455			795,329			146		8,707,298			68,890





Solution 2045 ($)
Shares sold	$	35,057,716		$	330,615		$	12,980,615		$	1,529	$	108,029,718		$	1,117,355
Dividends reinvested		8,459			—			6,425			—		10,930			—
Shares redeemed		(320,552	)		(126	)		(3,369,963	)		—		(3,449,562	)		(365,948	)

Net increase	$	34,745,623		$	330,489		$	9,617,077		$	1,529	$	104,591,086		$	751,407



	Class T

	Year			August 31,
	Ended			2005⁽¹⁾to
	December 31,			December 31,
	2006			2005





Solution 2045 (Number of Shares)
Shares sold		878,375			17,484
Dividends reinvested		308			—
Shares redeemed		(644,531	)		(1,319	)

Net increase in shares outstanding		234,152			16,165





Solution 2045 ($)
Shares sold	$	10,504,095		$	197,744
Dividends reinvested		3,575			—
Shares redeemed		(8,282,600	)		(15,031	)

Net increase	$	2,225,070		$	182,713


⁽¹⁾	Commencement of operations.

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

NOTE 10 — 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:


	Undistributed
	Net Investment		Accumulated
	Income On		Net Realized
	Investments		Gains/(Losses)

Solution Income	$	82,673	$	(82,673	)
Solution 2015		251,211		(251,211	)
Solution 2025		589,354		(589,354	)
Solution 2035		513,568		(513,568	)
Solution 2045		266,696		(266,696	)

The Portfolios paid no dividends or distributions during the year ended December 31, 2005. The tax composition of dividends and distributions to shareholders during the year ended December 31, 2006 was as follows:


	Ordinary		Long-Term
	Income		Capital Gains

Solution Income	$	16,646	$	554
Solution 2015		82,410		6,647
Solution 2025		192,065		24,149
Solution 2035		67,553		9,653
Solution 2045		26,605		2,784


	Undistributed		Undistributed		Unrealized		Capital
	Ordinary		Long Term		Appreciation/		Loss
	Income		Capital Gains		Depreciation		Carryforwards

Solution Income	$	973,607	$	33,781	$	2,012,631	$	—
Solution 2015		2,956,667		223,292		12,537,692		—
Solution 2025		4,104,570		769,847		22,915,542		—
Solution 2035		3,307,724		458,783		20,272,882		—
Solution 2045		1,165,001		224,921		11,244,796		—

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 Solution 2025 and Solution 2035 for investment 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 11 — OTHER ACCOUNTING PRONOUNCEMENTS

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

NOTE 11 — OTHER ACCOUNTING PRONOUNCEMENTS (continued)

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 Solution 2025 and Solution 2035 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 market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of December 31, 2006, management of the Portfolios is currently assessing the impact, if any, that will result from adopting SFAS No. 157.

NOTE 12 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS

In 2004, DSL (formerly, known as ILIAC) 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. DSL has advised the Boards that it and its affiliates have cooperated fully with each request.

In addition to responding to regulatory and governmental requests, DSL reported that management of U.S. affiliates of ING Groep, including DSL (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 DSL professionals and other ING personnel. ING’s internal review related to mutual fund trading is now substantially completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING’s variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.

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

NOTE 12 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)

DSL 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. DSL 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, DSL 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.

In addition to the arrangements discussed above, in 2004 DSL 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.

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.

DSL 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, DSL reported that given ING’s refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.

•

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

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

NOTE 12 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)


•	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 DSL 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 DSL 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 DSL, without admitting or denying the NYAG’s findings, will distribute $30 million to NYSUT members, and/or former NYSUT members, who participated in the NYSUT-endorsed products at any point between January 1, 2001 and June 30, 2006. The affiliate also agreed with the NYAG’s office to develop a one-page disclosure that will further improve transparency and disclosure regarding retirement product fees (the “One-Page Disclosure”). Pursuant to the terms of the NYAG Agreement, the affiliate has agreed for a five year period to provide its retirement product customers with the One-Page Disclosure.

In addition, on the same date, these affiliates of DSL entered into a consent agreement with the NH Bureau (the “NH Agreement”) to resolve this petition for relief and cease and desist order. Under the terms of the NH Agreement, these affiliates of ING Investments, without admitting or denying the NH Bureau’s claims, have agreed to pay $3 million to resolve the matter, and for a five year period to provide their retirement product customers with the One-Page Disclosure described above. Other federal and state regulators could initiate similar actions in this or other areas of ING’s businesses.

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

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

PORTFOLIO ASSET ALLOCATION

AS OF DECEMBER 31, 2006

ING SOLUTION PORTFOLIOS

The following table illustrates the asset allocation of the Underlying Portfolios as of December 31, 2006 (as a percent of net assets).


	Solution			Solution			Solution			Solution			Solution
Underlying Affiliated Portfolios	Income			2015			2025			2035			2045


ING American Century Large Company Value Portfolio, Class I		2.0	%		2.0	%		6.1	%		8.0	%		9.0	%
ING Baron Small Cap Growth Portfolio, Class I		—			—			2.0	%		2.0	%		2.0	%
ING Davis Venture Value Portfolio, Class I		3.1	%		3.1	%		4.0	%		4.0	%		3.0	%
ING Julius Baer Foreign Portfolio, Class I		—			4.2	%		5.3	%		6.2	%		7.2	%
ING Legg Mason Partners Aggressive Growth Portfolio, Class I		—			3.0	%		4.9	%		5.9	%		6.8	%
ING Legg Mason Value Portfolio, Class I		3.1	%		3.0	%		4.0	%		4.0	%		3.0	%
ING Limited Bond Portfolio, Class I		21.7	%		16.7	%		12.7	%		—			—
ING Marsico Growth Portfolio, Class I		—			3.0	%		5.0	%		6.0	%		7.0	%
ING Marsico International Opportunities Portfolio, Class I		—			3.2	%		3.1	%		4.2	%		5.2	%
ING Oppenheimer Strategic Income Portfolio, Class I		10.1	%		10.0	%		5.0	%		—			—
ING PIMCO High Yield Bond Portfolio, Class I		3.0	%		3.0	%		—			—			—
ING PIMCO Total Return Portfolio, Class I		12.8	%		2.9	%		—			—			—
ING T. Rowe Price Growth Equity Portfolio, Class I		2.0	%		6.1	%		9.0	%		12.0	%		13.0	%
ING UBS U.S. Large Cap Equity Portfolio, Class I		7.1	%		7.0	%		5.0	%		5.0	%		5.0	%
ING UBS U.S. Small Cap Growth Portfolio, Class I		—			—			2.0	%		2.0	%		1.9	%
ING Van Kampen Comstock Portfolio, Class I		—			2.0	%		6.0	%		8.0	%		9.0	%
ING VP Index Plus International Equity Portfolio, Class I		6.2	%		4.1	%		5.2	%		6.1	%		6.1	%
ING VP Index Plus LargeCap Portfolio, Class I		7.1	%		8.0	%		5.0	%		5.0	%		5.0	%
ING VP Index Plus MidCap Portfolio, Class I		—			—			2.0	%		3.0	%		4.0	%
ING VP Index Plus SmallCap Portfolio, Class I		—			—			—			2.0	%		4.0	%
ING VP Intermediate Bond Portfolio, Class I		21.8	%		16.7	%		11.7	%		14.6	%		6.8	%
ING VP Real Estate Portfolio, Class I		—			2.0	%		2.0	%		2.0	%		2.0	%
Other Assets and Liabilities, Net⁽¹⁾		(0.0	)%		(0.0	)%		(0.0	)%		(0.0	)%		(0.0	)%

		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%


(1)	Amounts are greater than (0.005)%.

Portfolio holdings are subject to change daily.

PORTFOLIO OF INVESTMENTS

ING SOLUTION INCOME PORTFOLIO

AS OF DECEMBER 31, 2006


Shares			Value






AFFILIATED INVESTMENT COMPANIES: 100.0%
	102,399	ING American Century Large Company Value Portfolio, Class I	$	1,641,455
	123,992	ING Davis Venture Value Portfolio, Class I		2,463,722
	217,741	ING Legg Mason Value Portfolio, Class I		2,462,653
	1,632,113	ING Limited Bond Portfolio, Class I		17,463,610
	749,573	ING Oppenheimer Strategic Income Portfolio, Class I		8,095,386
	237,474	ING PIMCO High Yield Bond Portfolio, Class I		2,448,362
	926,178	ING PIMCO Total Return Portfolio, Class I		10,336,148
	27,514	ING T. Rowe Price Growth Equity Portfolio, Class I		1,633,242
	539,106	ING UBS U.S. Large Cap Equity Portfolio, Class I		5,692,962
	381,863	ING VP Index Plus International Equity Portfolio, Class I		5,006,225
	325,937	ING VP Index Plus LargeCap Portfolio, Class I		5,697,372
	1,350,109	ING VP Intermediate Bond Portfolio, Class I		17,497,415

Total Investments in Securities
(Cost $78,383,543)*

100.0

80,438,552

Other Assets and
Liabilities-Net

(0.0

)

(29,430

)

Net Assets

100.0

80,409,122


*		Cost for federal income tax purposes is $78,425,921.






Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	2,401,679
Gross Unrealized Depreciation		(389,048	)

Net Unrealized Appreciation	$	2,012,631

See Accompanying Notes to Financial Statements

PORTFOLIO OF INVESTMENTS

ING SOLUTION 2015 PORTFOLIO

AS OF DECEMBER 31, 2006


Shares			Value






AFFILIATED INVESTMENT COMPANIES: 100.0%
	356,384	ING American Century Large Company Value Portfolio, Class I	$	5,712,829
	432,017	ING Davis Venture Value Portfolio, Class I		8,584,179
	694,325	ING Julius Baer Foreign Portfolio, Class I		11,761,865
	170,212	ING Legg Mason Partners Aggressive Growth Portfolio, Class I		8,357,394
	758,681	ING Legg Mason Value Portfolio, Class I		8,580,686
	4,390,187	ING Limited Bond Portfolio, Class I		46,975,003
	511,302	ING Marsico Growth Portfolio, Class I		8,554,080
	580,378	ING Marsico International Opportunities Portfolio, Class I		8,891,392
	2,611,096	ING Oppenheimer Strategic Income Portfolio, Class I		28,199,836
	828,875	ING PIMCO High Yield Bond Portfolio, Class I		8,545,699
	744,439	ING PIMCO Total Return Portfolio, Class I		8,307,939
	287,879	ING T. Rowe Price Growth Equity Portfolio, Class I		17,088,526
	1,878,157	ING UBS U.S. Large Cap Equity Portfolio, Class I		19,833,338
	423,954	ING Van Kampen Comstock Portfolio, Class I		5,668,264
	886,740	ING VP Index Plus International Equity Portfolio, Class I		11,625,157
	1,297,695	ING VP Index Plus LargeCap Portfolio, Class I		22,683,716
	3,633,794	ING VP Intermediate Bond Portfolio, Class I		47,093,972
	290,768	ING VP Real Estate Portfolio, Class I		5,704,874

Total Investments in Securities
(Cost $269,575,166)*

100.0

282,168,749

Other Assets and
Liabilities-Net

(0.0

)

(101,094

)

Net Assets

100.0

282,067,655


*		Cost for federal income tax purposes is $269,631,057.






Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	13,539,900
Gross Unrealized Depreciation		(1,002,208	)

Net Unrealized Appreciation	$	12,537,692

See Accompanying Notes to Financial Statements

PORTFOLIO OF INVESTMENTS

ING SOLUTION 2025 PORTFOLIO

AS OF DECEMBER 31, 2006


Shares			Value






AFFILIATED INVESTMENT COMPANIES: 100.0%
	1,547,602	ING American Century Large Company Value Portfolio, Class I	$	24,808,054
	443,471	ING Baron Small Cap Growth Portfolio, Class I		8,226,389
	832,340	ING Davis Venture Value Portfolio, Class I		16,538,587
	1,266,341	ING Julius Baer Foreign Portfolio, Class I		21,451,815
	409,157	ING Legg Mason Partners Aggressive Growth Portfolio, Class I		20,089,628
	1,461,735	ING Legg Mason Value Portfolio, Class I		16,532,221
	4,854,035	ING Limited Bond Portfolio, Class I		51,938,169
	1,232,132	ING Marsico Growth Portfolio, Class I		20,613,566
	840,632	ING Marsico International Opportunities Portfolio, Class I		12,878,481
	1,886,669	ING Oppenheimer Strategic Income Portfolio, Class I		20,376,027
	623,789	ING T. Rowe Price Growth Equity Portfolio, Class I		37,028,110
	1,936,928	ING UBS U.S. Large Cap Equity Portfolio, Class I		20,453,954
	826,667	ING UBS U.S. Small Cap Growth Portfolio, Class I		8,035,204
	1,840,448	ING Van Kampen Comstock Portfolio, Class I		24,606,795
	1,604,998	ING VP Index Plus International Equity Portfolio, Class I		21,041,521
	1,172,041	ING VP Index Plus LargeCap Portfolio, Class I		20,487,276
	427,866	ING VP Index Plus MidCap Portfolio, Class I		8,082,382
	3,707,023	ING VP Intermediate Bond Portfolio, Class I		48,043,021
	418,329	ING VP Real Estate Portfolio, Class I		8,207,616

Total Investments in Securities
(Cost $386,357,089)*

100.0

409,438,816

Other Assets and
Liabilities-Net

(0.0

)

(145,703

)

Net Assets

100.0

409,293,113


*		Cost for federal income tax purposes is $386,523,274.






Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	23,920,105
Gross Unrealized Depreciation		(1,004,563	)

Net Unrealized Appreciation	$	22,915,542

See Accompanying Notes to Financial Statements

PORTFOLIO OF INVESTMENTS

ING SOLUTION 2035 PORTFOLIO

AS OF DECEMBER 31, 2006


Shares			Value






AFFILIATED INVESTMENT COMPANIES: 100.0%
	1,611,939	ING American Century Large Company Value Portfolio, Class I	$	25,839,389
	348,217	ING Baron Small Cap Growth Portfolio, Class I		6,459,426
	651,065	ING Davis Venture Value Portfolio, Class I		12,936,671
	1,177,913	ING Julius Baer Foreign Portfolio, Class I		19,953,841
	384,956	ING Legg Mason Partners Aggressive Growth Portfolio, Class I		18,901,349
	1,143,413	ING Legg Mason Value Portfolio, Class I		12,932,004
	1,156,625	ING Marsico Growth Portfolio, Class I		19,350,331
	874,995	ING Marsico International Opportunities Portfolio, Class I		13,404,925
	651,109	ING T. Rowe Price Growth Equity Portfolio, Class I		38,649,811
	1,516,983	ING UBS U.S. Large Cap Equity Portfolio, Class I		16,019,342
	648,202	ING UBS U.S. Small Cap Growth Portfolio, Class I		6,300,522
	1,917,564	ING Van Kampen Comstock Portfolio, Class I		25,637,837
	1,504,070	ING VP Index Plus International Equity Portfolio, Class I		19,718,352
	917,166	ING VP Index Plus LargeCap Portfolio, Class I		16,032,067
	504,151	ING VP Index Plus MidCap Portfolio, Class I		9,523,412
	353,923	ING VP Index Plus SmallCap Portfolio, Class I		6,367,068
	3,625,507	ING VP Intermediate Bond Portfolio, Class I		46,986,575
	329,083	ING VP Real Estate Portfolio, Class I		6,456,613

Total Investments in Securities
(Cost $301,106,097)*

100.0

321,469,535

Other Assets and
Liabilities-Net

(0.0

)

(113,526

)

Net Assets

100.0

321,356,009


*		Cost for federal income tax purposes is $301,196,653.






Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	21,283,118
Gross Unrealized Depreciation		(1,010,236	)

Net Unrealized Appreciation	$	20,272,882

See Accompanying Notes to Financial Statements

PORTFOLIO OF INVESTMENTS

ING SOLUTION 2045 PORTFOLIO

AS OF DECEMBER 31, 2006


Shares			Value






AFFILIATED INVESTMENT COMPANIES: 100.0%
	926,710	ING American Century Large Company Value Portfolio, Class I	$	14,855,164
	180,830	ING Baron Small Cap Growth Portfolio, Class I		3,354,398
	247,937	ING Davis Venture Value Portfolio, Class I		4,926,516
	704,280	ING Julius Baer Foreign Portfolio, Class I		11,930,511
	230,267	ING Legg Mason Partners Aggressive Growth Portfolio, Class I		11,306,133
	435,351	ING Legg Mason Value Portfolio, Class I		4,923,820
	691,581	ING Marsico Growth Portfolio, Class I		11,570,150
	560,400	ING Marsico International Opportunities Portfolio, Class I		8,585,330
	361,494	ING T. Rowe Price Growth Equity Portfolio, Class I		21,458,276
	777,600	ING UBS U.S. Large Cap Equity Portfolio, Class I		8,211,454
	332,151	ING UBS U.S. Small Cap Growth Portfolio, Class I		3,228,510
	1,106,106	ING Van Kampen Comstock Portfolio, Class I		14,788,638
	771,040	ING VP Index Plus International Equity Portfolio, Class I		10,108,332
	470,156	ING VP Index Plus LargeCap Portfolio, Class I		8,218,321
	346,777	ING VP Index Plus MidCap Portfolio, Class I		6,550,615
	364,757	ING VP Index Plus SmallCap Portfolio, Class I		6,561,977
	867,857	ING VP Intermediate Bond Portfolio, Class I		11,247,425
	168,738	ING VP Real Estate Portfolio, Class I		3,310,630

Total Investments in Securities
(Cost $153,838,988)*

100.0

165,136,200

Other Assets and
Liabilities-Net

(0.0

)

(56,514

)

Net Assets

100.0

165,079,686


*		Cost for federal income tax purposes is $153,891,404.






Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	11,492,473
Gross Unrealized Depreciation		(247,677	)

Net Unrealized Appreciation	$	11,244,796

See Accompanying Notes to Financial Statements

TAX INFORMATION (UNAUDITED)

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


Portfolio Name		Type		Per Share Amount

ING Solution Income Portfolio
	Class ADV		NII	$	0.0211
	Class I		NII	$	0.0216
	Class S		NII	$	0.0198
	Class T		NII	$	0.0208
	All Classes		STCG	$	0.0035
	All Classes		LTCG	$	0.0008
ING Solution 2015 Portfolio
	Class ADV		NII	$	0.0197
	Class I		NII	$	0.0205
	Class S		NII	$	0.0187
	Class T		NII	$	0.0195
	All Classes		STCG	$	0.0080
	All Classes		LTCG	$	0.0022
ING Solution 2025 Portfolio
	Class ADV		NII	$	0.0255
	Class I		NII	$	0.0263
	Class S		NII	$	0.0236
	Class T		NII	$	0.0252
	All Classes		STCG	$	0.0122
	All Classes		LTCG	$	0.0046
ING Solution 2035 Portfolio
	Class ADV		NII	$	0.0138
	Class I		NII	$	0.0143
	Class S		NII	$	0.0125
	Class T		NII	$	0.0138
	All Classes		STCG	$	0.0084
	All Classes		LTCG	$	0.0031
ING Solution 2045 Portfolio
	Class ADV		NII	$	0.0043
	Class I		NII	$	0.0050
	Class S		NII	$	0.0040
	Class T		NII	$	0.0045
	All Classes		STCG	$	0.0138
	All Classes		LTCG	$	0.0019

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 Solution Income Portfolio		3.01%
ING Solution 2015 Portfolio		1.69%
ING Solution 2025 Portfolio		0.67%
ING Solution 2035 Portfolio		0.45%
ING Solution 2045 Portfolio		1.56%

DIRECTOR AND OFFICER INFORMATION (UNAUDITED)

The business and affairs of the Fund are managed under the direction of the Fund’s Board. A Director who is not an interested person of the Fund, as defined in the 1940 Act, is an independent director (“Independent Director”). The Directors and Officers of the Fund are listed below. The Statement of Additional Information includes additional information about directors of the Fund and is available, without charge, upon request at 1-800-992-0180.


				Number of
				Portfolios
			Principal	in Fund
	Position(s)	Term of Office	Occupation(s)	Complex
	held with	and Length of	during the Past Five	Overseen	Other Directorships
Name, Address and Age	Fund	Time Served⁽¹⁾	Years	by Director	held by Director





Independent Trustees:

John V. Boyer⁽²⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53	Director	November 1997 — Present	President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 — Present). Formerly, Executive Director, The Mark Twain House & Museum⁽²⁾(September 1989 — November 2005).	180	None

Patricia W. Chadwick⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58	Director	January 2006 — Present	Consultant and President of self- owned company, Ravengate Partners LLC (January 2000 — Present).	180	None

J. Michael Earley⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	Director	January 2005 — Present	President and Chief Executive Officer, Bankers Trust Company, N.A. (June 1992 — Present).	180	None

R. Barbara Gitenstein⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58	Director	January 2005 — Present	President, College of New Jersey (January 1999 — Present).	180	None

Patrick W. Kenny⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 63	Director	March 2002 — Present	President and Chief Executive Officer, International Insurance Society (June 2001 — Present).	180	Assured Guaranty Ltd. (November 2003 — Present).

Jock Patton⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	Chairman and Director	January 2005 — Present	Private Investor (June 1997 — Present). Formerly Director and Chief Executive Officer, Rainbow Multimedia Group, Inc. (January 1999 — December 2001).	180	JDA Software Group, Inc. (January 1999 — Present); and Swift Transportation Co. (March 2004 — Present).

Sheryl K. Pressler⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 56	Director	January 2006 — Present	Consultant (May 2001 — Present). Formerly, Chief Executive Officer, Lend Lease Real Estate Investments, Inc. (March 2000 — April 2001).	180	Stillwater Mining Company (May 2002 — Present); California Healthcare Foundation (June 1999 — Present); and Romanian-American Enterprise Fund (February 2004 — Present).

David W.C. Putnam⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67	Director	January 2005 — Present	President and Director, F.L. Putnam Securities Company, Inc. (June 1978 — Present).	180	Principled Equity Market Trust (December 1996 — Present); and Asian American Bank and Trust Company (June 1993 — Present).

Roger B. Vincent⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	Director	January 2005 — Present	President, Springwell Corporation (March 1989 — Present).	180	AmeriGas Propane, Inc. (January 1998 — Present); and UGI Corporation (February 2006 — Present).

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)


				Number of
				Portfolios
			Principal	in Fund
	Position(s)	Term of Office	Occupation(s)	Complex
	held with	and Length of	during the Past Five	Overseen	Other Directorships
Name, Address and Age	Fund	Time Served⁽¹⁾	Years	by Director	held by Director





Director who is an “Interested Person”:

John G. Turner⁽⁵⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67	Director	January 2005 — Present	Retired. Formerly, Vice Chairman of ING Americas (September 2000 — January 2002); Director of ReliaStar Life Insurance Company of New York (April 1975 — December 2001); and Chairman and Trustee of the Northstar affiliated investment companies (May 1993 — December 2001).	180	Hormel Foods Corporation (March 2000 — Present); ShopKo Stores, Inc. (August 1999 — Present); and Conseco, Inc. (September 2003 — Present).


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

⁽²⁾	Shaun Mathews, President, ING USFS Mutual Funds and Investment Products, has held a seat on the board of directors of The Mark Twain House & Museum since September 19, 2002. ING Groep makes non-material, charitable contributions to The Mark Twain House & Museum.

⁽³⁾	Valuation, Proxy and Brokerage Committee member.

⁽⁴⁾	Audit Committee member.

⁽⁵⁾	Mr. Turner is an “interested person,” as defined under the 1940 Act, because of his affiliation with ING Groep, the parent corporation of the Investment Adviser, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)


		Term of Office
	Position(s) Held	and Length of	Principal Occupation(s)
Name, Address and Age	with the Fund	Time Served⁽¹⁾	during the Past Five Years





Officers:

Shaun P. Mathews 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 51	President and Chief Executive Officer	November 2006 — Present	President and Chief Executive Officer, ING Investments, LLC and ING Funds Services, LLC (November 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	January 2005 — 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	January 2005 — 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	January 2005 — 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 January 2005 — 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).

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)


		Term of Office
	Position(s) Held	and Length of	Principal Occupation(s)
Name, Address and Age	with the Fund	Time Served⁽¹⁾	during the Past Five Years

Kimberly A. Anderson 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 42	Senior Vice President	January 2005 — 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	May 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).

Robert Terris 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 36	Senior Vice President	May 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, AZ 85258 Age: 39	Vice President and Treasurer	January 2005 — 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	January 2005 — 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	January 2005 — 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).

Denise Lewis 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43	Vice President	January 2007 — Present	Vice President, ING Funds Services, LLC (December 2006 — Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 — December 2006); and Vice President, Wells Fargo Funds Management, LLC (December 2000 — August 2003).

Kimberly K. Palmer 7337 E. Doubletree Ranch 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).

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)


		Term of Office
	Position(s) Held	and Length of	Principal Occupation(s)
Name, Address and Age	with the Fund	Time Served⁽¹⁾	during the Past Five Years

Laurie M. Tillinghast 151 Farmington Avenue Hartford, Connecticut 06156 Age: 54	Vice President	May 2003 — Present	Senior Vice President, ING Investments, LLC (March 2006 — Present) and Vice President, ING Life Insurance and Annuity Company, (December 2000 — Present). Formerly, Vice President, Aetna Retirement Services, Fund Strategy and Management, (December 1995 — December 2000); and, Director and President, ING Partners, Inc. (November 1997 — May 2003)

Susan P. Kinens 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 30	Assistant Vice President	January 2005 — 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.

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

Theresa K. Kelety 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43	Assistant Secretary	August 2003 — Present	Counsel, ING Americas, U.S. Legal Services (April 2003 — Present). Formerly, Senior Associate with Shearman & Sterling (February 2000 — April 2003).


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

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

Board Consideration and Re-Approval of Investment Advisory and Sub-Advisory Contracts

Section 15(c) of the 1940 Act provides that, after an initial period, the Investment Advisory Agreement (the “Advisory Contract”) between Directed Services, LLC (formerly, ING Life Insurance and Annuity Company) (the “Adviser”) and IPI, on behalf of the Portfolios, remains in effect only if the Board of Directors (the “Board”) of ING Partners, Inc. (“IPI”), including a majority of the Directors who have no direct or indirect interest in the Advisory Contract, and who are not “interested persons” of IPI, as such term is defined under the 1940 Act (the “Independent Directors”), annually review and renew the Contract. In this regard, at a meeting held on November 9, 2006 the Board, including a majority of the Independent Directors, considered whether to renew the Advisory Contract.

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

At the November 9, 2006 meeting, the Board voted to renew the Advisory Contract for the Portfolios. In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual review process. The Board’s determination took into account a number of factors that its members believed, in light of the legal advice furnished to them by Kirkpatrick & Lockhart Preston Gates Ellis LLP (“K&L Gates”), their independent legal counsel, and their own business judgment, to be relevant.

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

Overview of the Contract Renewal and Approval Process

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

Since the foregoing approval and renewal process was implemented, the Board regularly has reviewed and refined the process. In addition, the Board established a Contracts Committee and two Investment Review Committees, including the Domestic Equity Funds Investment Review Committee (the “I/B/F IRC”). The type and format of the information provided to the Board or its counsel to inform its approval and annual review and renewal process has been codified in the Portfolios’ “15(c) Methodology Guide” (the “Methodology Guide”). The Methodology Guide was developed under the direction of the Independent Directors, and sets out a written blueprint under which the Independent Directors request certain information necessary to facilitate a thorough and informed review in connection with the annual Advisory Contract renewal process. Management provides Portfolio-specific information to the Independent Directors based on the Methodology Guide through “Fund Analysis and Comparison Tables” or “FACT” sheets prior to the Independent Directors’ review of advisory agreement. In 2005, the Independent Directors retained an independent firm to verify and test the accuracy of certain of this information for a representative sample of funds in

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

the ING Funds complex. The Independent Directors have determined to conduct such testing periodically.

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

Nature, Extent and Quality of Service

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

The materials requested by and provided to the Board and/or to K&L Gates prior to the November 2006 Board meeting included the following items: (1) FACT sheets for each Portfolio that provided information about the performance and expenses of the Portfolio and other similarly managed funds in a selected peer group (“Selected Peer Group”), as well as information about the Portfolio’s investment portfolio, objectives and strategies; (2) the Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which benchmarks and Selected Peer Groups were selected and how profitability was determined; (3) responses from the Adviser to a detailed series of questions posed by K&L Gates; (4) copies of the form of Advisory Contract; (5) copies of the Form ADV for the Adviser; (6) financial statements for the Adviser; (7) drafts of narrative summaries addressing key factors the Board customarily considers in evaluating the renewals of the Advisory Contract, including a written analysis for each Portfolio of how performance and fees compare to its Selected Peer Group and/or designated benchmarks; and (8) other information relevant to the Board’s evaluations.

Each Portfolio’s Class I shares were used for purposes of certain comparisons to the funds in its Selected Peer Group. Class I shares were selected, as general matter, so that the Portfolio’s class with the longest performance history (at the Fund-of-Funds or underlying Funds level, as relevant) was compared to the analogous class of shares for each fund in the Selected Peer Group. The mutual funds chosen for inclusion in a Portfolio’s Selected Peer Group were selected based upon criteria designed to mirror the class being compared to the Selected Peer Group.

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

In considering the Portfolios’ Advisory Contract, the Board also considered the extent of benefits provided to the Portfolios’ shareholders, beyond advisory services, from being part of the ING family of Funds. This includes, in most cases, the right to exchange or transfer investments, without a sales charge, between the same class of shares of the Portfolios and other ING Funds or among the Portfolios and other ING Funds available on a product platform, and the wide variety in the types of ING Funds available for exchange or transfer.

The Board also took into account the Adviser’s extensive efforts in recent years to reduce the expenses of the ING Funds, including the Portfolios,

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

through re-negotiated arrangements with the ING Funds’ service providers.

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

The Board reviewed the level of staffing, quality and experience of each Portfolio’s portfolio management team. The Board took into account the resources and reputation of the Adviser, and evaluated the ability of the Adviser to attract and retain qualified investment advisory personnel, including the members of the Adviser’s Investment Review Committee. The Board also considered the adequacy of the resources committed to the Portfolios (and other relevant funds in the ING Funds complex) by the Adviser, and whether those resources are commensurate with the needs of the Portfolios and are appropriate to attempt to sustain expected levels of performance, compliance, and other needs.

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

Principal Protection Funds

In assessing advisory relationships, the Board placed emphasis on the investment performance of each Portfolio, taking into account the importance of such performance to Portfolio shareholders. While the Board considered the performance reports and discussions with portfolio managers at Board and Committee meetings during the year, particular attention in assessing performance was given to the Fund FACT sheets furnished in advance of the November meeting of the Independent Directors. The FACT sheet prepared for each Portfolio included its investment performance compared to the Morningstar category median, Lipper category median, Selected Peer Group and Portfolio’s primary benchmark. The Board’s findings specific to each Portfolio’s performance are discussed under “Portfolio-by-Portfolio Analysis,” below.

Economies of Scale

In considering the reasonableness of advisory fees, the Board also considered whether economies of scale will be realized by the Adviser as a Portfolio grows larger and the extent to which this is reflected in the level of management fee rates charged. In this regard, the Board noted any breakpoints in advisory fee schedules at the underlying Fund level that would indirectly benefit Portfolio shareholders because they result in lower advisory fees when the underlying Fund achieves sufficient asset levels to receive a breakpoint discount. The Board also noted that, for underlying Funds that did not have breakpoint discounts on advisory fees, certain Funds may benefit from waivers to or reimbursements of advisory or other fees, and the extent to which economies of scale could effectively be realized through such waivers, reimbursements, or expense reductions.

Information about Services to Other Clients

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Fee Rates and Profitability

The Board reviewed and considered each contractual investment advisory fee rate payable by each Portfolio to the Adviser. The Board considered the fee structures of the Portfolios as they relate to the services provided under the Contracts, and the potential fall-out benefits to the Adviser, and its affiliates, from their association with the Portfolios. For each Portfolio, the Board determined that the fee payable to the Adviser is reasonable for the services that it performs, which were considered in light of the nature and quality of the services that it has performed and is expected to perform through the year ending November 30, 2007.

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

Based on the information on revenues, costs, and profitability considered by the Board, after considering the factors described in this section, the Board concluded that the profits, if any, realized by the Adviser were not excessive.

Portfolio-by-Portfolio Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 2006 meeting in relation to renewing the Portfolios’ Advisory Contract for the year ending November 30, 2007. These specific factors are in addition to those considerations discussed above. In each case, the Portfolio’s performance was compared to its Morningstar category median and its primary benchmark, a broad-based securities market index, and its style-specific benchmark, each of which appears in the Portfolio’s prospectus. Each Portfolio’s management fee and expense ratio were compared to the fees and expense ratios of the funds in its Selected Peer Group.

ING Solution Income Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Solution Income Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed both its variable and retail Morningstar category medians for the year-to-date and one-year periods, but outperformed for the most recent calendar quarter; (2) the Portfolio outperformed its primary benchmark for the year-to-date and one-year periods, but underperformed for the most recent calendar quarter; (3) the Portfolio is ranked in the second quintile for the most recent calendar quarter and in the fifth (lowest) quintile for the year-to-date and one-year periods when compared to its variable Morningstar category median; and (4) the Portfolio is ranked in the second quintile for the most recent calendar quarter and in the fourth quintile for the year-to-date and one-year periods when compared to its retail Morningstar category median.

In considering this performance data, the Board took into account that the Portfolio launched in April 2005, and therefore has a limited operating history for purposes of analyzing Portfolio performance.

In considering the fees payable under the Advisory Contract for ING Solution Income Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that the Portfolio indirectly bears the fees payable by the underlying Funds in which the Portfolio invests.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio’s expense ratio is reasonable in the context of all factors considered by the Board; and (3) the Portfolio launched in April 2005, and it is reasonable to permit the Portfolio to establish a longer operating history for the purpose of evaluating performance. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Solution 2015 Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Solution 2015 Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed both its variable and retail Morningstar category medians and its primary benchmark for all periods presented, except it outperformed all three performance measures for the most recent calendar quarter; (2) the Portfolio is ranked in the second quintile for the most recent calendar quarter and in the fifth (lowest) quintile for the year-to-date and one-year periods when compared to its variable Morningstar category; and (4) the Portfolio is ranked in the first (highest) quintile for the most recent calendar quarter and in the fourth quintile for the year-to-date and one-year periods when compared to its retail Morningstar category.

In considering the fees payable under the Advisory Contract for ING Solution 2015 Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that the Portfolio indirectly bears the fees payable by the underlying Funds in which the Portfolio invests.

ING Solution 2025 Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Solution 2025 Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its variable Morningstar category median for the year-to-date period, but underperformed for the most recent calendar quarter and one-year periods; (2) the Portfolio outperformed its retail Morningstar category median for all periods presented; (3) the Portfolio outperformed its primary benchmark for all periods presented; (4) the Portfolio is ranked in the second quintile for the year-to-date period and in the fourth quintile for the most recent calendar quarter and one-year periods when compared to its variable Morningstar category median; and (5) the Portfolio is ranked in the second quintile for all periods presented when compared to its retail Morningstar category median.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

In considering the fees payable under the Advisory Contract for ING Solution 2025 Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that the Portfolio indirectly bears the fees payable by the underlying Funds in which the Portfolio invests. After its deliberation, the Board reached the following conclusions: (1) the Portfolio’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio’s expense ratio is reasonable in the context of all factors considered by the Board; and (3) the Portfolio launched in April 2005, and it is reasonable to permit the Portfolio to establish a longer operating history for the purpose of evaluating performance. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Solution 2035 Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Solution 2035 Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio underperformed its variable Morningstar category median for the most recent calendar quarter and one-year periods, but outperformed for the year-to-date period; (2) the Portfolio underperformed its retail Morningstar category median for the year-to-date and one-year periods, but outperformed it for the most recent calendar quarter; (3) the Portfolio outperformed its primary benchmark for the most recent calendar quarter and one-year periods, but underperformed for the year-to-date period; (4) the Portfolio is ranked in the third quintile for the year-to-date period and in the fourth quintile for the most recent calendar quarter and one-year periods when compared to its variable Morningstar category median; and (5) the Portfolio is ranked in the second quintile for the most recent calendar quarter, in the third quintile for the year-to-date, and in the fourth quintile for the one-year period when compared to the retail Morningstar category median.

In considering the fees payable under the Advisory Contract for ING Solution 2035 Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that the Portfolio indirectly bears the fees payable by the underlying Funds in which the Portfolio invests.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

ING Solution 2045 Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Solution 2045 Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its variable Morningstar category median and its primary benchmark for the year-to-date and one-year periods, but underperformed both for the most recent calendar quarter; (2) the Portfolio underperformed its retail Morningstar category medial for all periods presented; (3) the Portfolio is ranked in the first (highest)quintile for the year-to-date period, in the third quintile for the one-year period, and in the fourth quintile for the most recent calendar quarter when compared to its variable Morningstar category median; and (4) the Portfolio is ranked in the second quintile for the year-to-date and one-year periods and in the third quintile for the most recent calendar quarter when compared to the retail Morningstar category median.

In considering the fees payable under the Advisory Contract for ING Solution 2045 Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that the Portfolio indirectly bears the fees payable by the underlying Funds in which the Portfolio invests.

Investment Adviser

Directed Services, LLC

1475 Dunwoody Drive

West Chester, Pennsylvania 19380

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

Custodian

The Bank of New York

One Wall Street

New York, New York 10286

Legal Counsel

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006

Independent Registered Public Accounting Firm

KPMG LLP

99 High Street

Boston, Massachusetts 02110


	VPAR-USOL (1206-022807)


	Funds


	Annual Report

	December 31, 2006

	Service Class (“Class S”) and Adviser Class (“Class ADV”)

	ING Partners, Inc.

	• ING Fidelity^® VIP Contrafund^® Portfolio*
	• ING Fidelity^® VIP Equity-Income Portfolio*
	• ING Fidelity^® VIP Growth Portfolio*
	• ING Fidelity^® VIP Mid Cap 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.

* Fidelity and Contrafund are registered trademarks of FMR Corp.

TABLE OF CONTENTS






President’s Letter		1




Market Perspective		2




Portfolio Managers’ Reports		4




Shareholder Expense Examples		8




Report of Independent Registered Public Accounting Firm		10




Statements of Assets and Liabilities		11




Statements of Operations		12




Statements of Changes in Net Assets		13




Financial Highlights		15




Notes to Financial Statements		20




Portfolio of Investments		28




Tax Information		32




Director and Officer Information		33




Advisory Contract Approval Discussion		38

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 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 Portfolio files their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Portfolio’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Portfolio’s 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 Portfolio by calling Shareholder Services toll-free at 1-800-992-0180.

(THIS PAGE INTENTIONALLY LEFT BLANK)

PRESIDENT’S LETTER

(PHOTO OF JAMES M. HENNESSY)

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.

(-s- Shaun P. Mathews)

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

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 investors 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.

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 interest 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^® 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.

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 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 the 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) 262-3862 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 FIDELITY^® VIP CONTRAFUND^® PORTFOLIO

PORTFOLIO MANAGERS’ REPORT

The ING Fidelity^® VIP Contrafund^® Portfolio (the “Portfolio”) seeks long-term capital appreciation by investing all of its assets in the Service Class 2 shares of the VIP Contrafund^® Portfolio, a series of Fidelity Variable Insurance Products Fund II, a registered open-end investment company. Please refer to Management’s Discussion of Fund Performance on page 4 of the included Fidelity^® Variable Insurance Products: Contrafund^® Portfolio Annual Report.

For the year ended December 31, 2006, the Portfolio’s Class S and Class ADV shares returned 11.16% and 10.78%, respectively, compared to the S&P 500^® Index⁽¹⁾, which returned 15.79%.

(GRAPH)



Average Annual Total Returns for the Periods Ended December 31, 2006

				Since Inception
	1 Year			November 15, 2004

Class S		11.16	%		14.65	%
Class ADV		10.78	%		14.28	%
S&P 500^® Index⁽¹⁾		15.79	%		13.15	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Fidelity^® VIP Contrafund^® Portfolio against the index indicated. An index is unmanaged, has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in the 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) 992-0180 to get performance through the most recent month end.

⁽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⁾Since inception performance of the index is shown from November 1, 2004.

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.

ING FIDELITY^® VIP EQUITY-INCOME PORTFOLIO

PORTFOLIO MANAGERS’ REPORT

The ING Fidelity^® VIP Equity-Income Portfolio (the “Portfolio”) seeks reasonable income by investing all of its assets in the Service Class 2 shares of the VIP Equity-Income Portfolio, a series of Fidelity Variable Insurance Products Fund, a registered open-end investment company. Please refer to Management’s Discussion of Fund Performance on page 4 of the included Fidelity^® Variable Insurance Products: Equity-Income Portfolio Annual Report.

For the year ended December 31, 2006, the Portfolio’s Class S and Class ADV shares returned 19.61% and 19.14%, respectively, compared to the Russell 3000^® Value Index⁽¹⁾, which returned 22.34%.

(GRAPH)



Average Annual Total Returns for the Periods Ended December 31, 2006

				Since Inception
	1 Year			November 15, 2004

Class S		19.61	%		12.95	%
Class ADV		19.14	%		12.49	%
Russell 3000^® Value Index⁽¹⁾		22.34	%		17.66	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Fidelity^® VIP Equity-Income Portfolio against the index indicated. An index is unmanaged, has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in the 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.

⁽¹⁾The Russell 3000^® Value Index measures the performance of those Russell 3000 securities with lower price-to-book ratios and lower forecasted growth values.

⁽²⁾Since inception performance of the index is shown from November 1, 2004.

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

ING FIDELITY^® VIP GROWTH PORTFOLIO

PORTFOLIO MANAGERS’ REPORT

The ING Fidelity^® VIP Growth Portfolio (the “Portfolio”) seeks capital appreciation by investing all of its assets in the Service Class 2 shares of the VIP Growth Portfolio, a series of Fidelity Variable Insurance Products Fund, a registered open-end investment company. Please refer to Management’s Discussion of Fund Performance on page 4 of the included Fidelity^® Variable Insurance Products: Growth Portfolio Annual Report.

For the year ended December 31, 2006, the Portfolio’s Class S and Class ADV shares returned 6.19% and 6.69%, respectively, compared to the Russell 3000^® Growth Index⁽¹⁾, which returned 9.46%.

(GRAPH)



Average Annual Total Returns for the Periods Ended December 31, 2006

				Since Inception
	1 Year			November 15, 2004

Class S		6.19	%		6.33	%
Class ADV		5.89	% ^†		5.87	%^†
Russell 3000^® Growth Index⁽¹⁾		9.46	%		10.52	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Fidelity^® VIP Growth Portfolio against the index indicated. An index is unmanaged, has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in the 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.

^†On May 5, 2006, all outstanding shares of Class ADV were fully redeemed. On October 30, 2006, Class ADV re-commenced operations. The returns for Class ADV include the performance of Class S, adjusted to reflect the higher expenses of Class ADV, for the period between May 6, 2006 to October 29, 2006.

⁽¹⁾The Russell 3000^® Growth Index is an index that measures the performance of those Russell 3000^® Index companies with higher price-to-book ratios and higher forecasted growth values.

⁽²⁾Since inception performance of the index is shown from November 1, 2004.

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

ING FIDELITY^® VIP MID CAP PORTFOLIO

PORTFOLIO MANAGERS’ REPORT

The ING Fidelity^® VIP Mid Cap Portfolio (the “Portfolio”) seeks long-term growth of capital by investing all of its assets in the Service Class 2 shares of the VIP Mid Cap Portfolio, a series of Fidelity Variable Insurance Products III, a registered open-end investment company. Please refer to Management’s Discussion of Fund Performance on page 4 of the included Fidelity^® Variable Insurance Products: Mid Cap Portfolio Annual Report.

For the year ended December 31, 2006, the Portfolio’s Class S and Class ADV shares returned 12.15% and 11.77%, respectively, compared to the S&P MidCap 400^® Index⁽¹⁾, which returned 10.32%.

(GRAPH)



Average Annual Total Returns for the Periods Ended December 31, 2006

				Since Inception
	1 Year			November 15, 2004

Class S		12.15	%		16.87	%
Class ADV		11.77	%		16.55	%
S&P MidCap 400^® Index⁽¹⁾		10.32	%		15.67	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Fidelity^® VIP Mid Cap Portfolio against the index indicated. An index is unmanaged, has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in the 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.

⁽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 of the index is shown from November 1, 2004.

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

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, unless otherwise indicated. 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

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 funds. In addition, if these transactional costs were included, your costs would have been higher.


	Beginning		Ending					Expenses Paid
	Account		Account		Annualized			During the
	Value		Value		Expense			Six Months Ended
ING Fidelity^® VIP Contrafund^®	July 1, 2006		December 31, 2006		Ratio			December 31, 2006*

Actual Portfolio Return
Class S	$	1,000.00	$	1,071.50		1.20	%	$	6.27
Class ADV		1,000.00		1,069.40		1.45			7.56
Hypothetical (5% return before expenses)
Class S	$	1,000.00	$	1,019.16		1.20	%	$	6.11
Class ADV		1,000.00		1,017.90		1.45			7.37


*	Expenses are equal to each Portfolio’s respective annualized expense ratios, including the expenses of the underlying Portfolio multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal one-half year.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

________________________________________________________________________________


	Beginning		Ending					Expenses Paid
	Account		Account		Annualized			During the
	Value		Value		Expense			Six Months Ended
ING Fidelity^® VIP Equity-Income Portfolio	July 1, 2006		December 31, 2006		Ratio			December 31, 2006*

Actual Portfolio Return
Class S	$	1,000.00	$	1,140.30		1.12	%	$	6.04
Class ADV		1,000.00		1,139.60		1.37			7.39
Hypothetical (5% return before expenses)
Class S	$	1,000.00	$	1,019.56		1.12	%	$	5.70
Class ADV		1,000.00		1,018.30		1.37			6.97


	Beginning		Ending					Expenses Paid
	Account		Account		Annualized			During the
	Value		Value		Expense			Six Months Ended
ING Fidelity^® VIP Growth Portfolio	July 1, 2006		December 31, 2006		Ratio			December 31, 2006*

Actual Portfolio Return
Class S	$	1,000.00	$	1,064.90		1.24	%	$	6.45
Class ADV		1,000.00		1,064.90		1.49			7.75
Hypothetical (5% return before expenses)
Class S	$	1,000.00	$	1,018.95		1.24	%	$	6.31
Class ADV		1,000.00		1,017.69		1.49			7.58


	Beginning		Ending					Expenses Paid
	Account		Account		Annualized			During the
	Value		Value		Expense			Six Months Ended
ING Fidelity^® VIP Mid Cap Portfolio	July 1, 2006		December 31, 2006		Ratio			December 31, 2006*

Actual Portfolio Return
Class S	$	1,000.00	$	1,052.80		1.21	%	$	6.26
Class ADV		1,000.00		1,051.50		1.46			7.55
Hypothetical (5% return before expenses)
Class S	$	1,000.00	$	1,019.00		1.21	%	$	6.16
Class ADV		1,000.00		1,017.74		1.46			7.43


*	Expenses are equal to each Portfolio’s respective annualized expense ratios, including the expenses of the underlying Portfolio multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal one-half year.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Directors

ING Partners, Inc.

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of ING Fidelity VIP Contrafund Portfolio, ING Fidelity VIP Equity Income Portfolio, ING Fidelity VIP Growth Portfolio, and ING Fidelity VIP Mid Cap Portfolio, each a series of ING Partners, Inc., as of December 31, 2006, and 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 two-year period then ended and the period from November 15, 2004 (commencement of operations) to December 31, 2004. These financial statements 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 transfer agent of the underlying funds. 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, and 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.

(KPMG LLP)

Boston, Massachusetts

February 26, 2007

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2006


			ING		ING		ING		ING
			Fidelity^® VIP		Fidelity^® VIP		Fidelity^® VIP		Fidelity^® VIP
			Contrafund^®		Equity-Income		Growth		Mid Cap
			Portfolio		Portfolio		Portfolio		Portfolio

ASSETS:
Investments in affiliated underlying fund⁽¹⁾at value*			$	224,300,527	$	34,047,331	$	17,458,736	$	40,762,935
Cash				267		702		1		33




Receivables:
	Investment securities sold			—		—		4,888		—
	Fund shares sold			269,313		41,684		—		70,124

		Total assets		224,570,107		34,089,717		17,463,625		40,833,092






LIABILITIES:
Payable for investment securities purchased				269,313		41,684		—		70,124
Payable for fund shares redeemed				—		—		4,888		—
Payable to affiliates				57,168		8,506		4,518		10,622

		Total liabilities		326,481		50,190		9,406		80,746

NET ASSETS			$	224,243,626	$	34,039,527	$	17,454,219	$	40,752,346






NET ASSETS WERE COMPRISED OF:
Paid-in capital			$	204,161,610	$	29,376,432	$	16,153,954	$	38,270,968
Undistributed net investment income				1,259,972		848,423		—		40,472
Accumulated net realized gain on investments				17,575,963		2,837,492		456,899		1,092,952
Net unrealized appreciation on investments				1,246,081		977,180		843,366		1,347,954

NET ASSETS			$	224,243,626	$	34,039,527	$	17,454,219	$	40,752,346

* Cost of investments in affiliated underlying fund			$	223,054,446	$	33,070,151	$	16,615,370	$	39,414,981




Class S:
Net assets			$	217,926,837	$	33,037,783	$	17,433,664	$	38,562,147
Shares authorized				100,000,000		100,000,000		100,000,000		100,000,000
Par value			$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding				16,304,161		2,553,967		1,531,418		2,770,903
Net asset value and redemption price per share			$	13.37	$	12.94	$	11.38	$	13.92




Class ADV:
Net assets			$	6,316,789	$	1,001,744	$	20,555	$	2,190,199
Shares authorized				100,000,000		100,000,000		100,000,000		100,000,000
Par value			$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding				475,557		78,102		1,807		158,300
Net asset value and redemption price per share			$	13.28	$	12.83	$	11.38	$	13.84

(1)

The affiliated underlying funds for the ING Fidelity^® VIP Contrafund^®, ING Fidelity^® VIP Equity-Income, ING Fidelity^® VIP Growth and ING Fidelity^® VIP MidCap Portfolios are the Fidelity^® VIP Contrafund^®, Fidelity^® VIP Equity-Income, Fidelity^® VIP Growth and Fidelity^® VIP Mid Cap Portfolios, respectively. These financial statements should be read in conjunction with the affiliated underlying Fidelity funds’ financial statements.

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006


		ING			ING		ING			ING
		Fidelity^® VIP			Fidelity^® VIP		Fidelity^® VIP			Fidelity^® VIP
		Contrafund^®			Equity-Income		Growth			Mid Cap
		Portfolio			Portfolio		Portfolio			Portfolio

INVESTMENT INCOME:
Dividends from affiliated underlying fund⁽¹⁾		$	1,636,121		$	661,091	$	18,472		$	15,706
Interest			252			—		—			28

	Total investment income		1,636,373			661,091		18,472			15,734





EXPENSES:




Distribution and service fees:
	Class S		346,486			51,987		37,948			50,749
	Class ADV		23,736			3,244		21			8,767
Administrative service fees			71,673			10,722		7,592			11,027

	Total expenses		441,895			65,953		45,561			70,543

Net investment income (loss)			1,194,478			595,138		(27,089	)		(54,809	)





REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED UNDERLYING FUNDS:
Distributions of realized gains from affiliated underlying funds			16,637,987			2,923,421		—			1,048,087
Net realized gain on affiliated underlying funds			1,004,150			167,964		487,638			141,371

Net realized gain on affiliated investments			17,642,137			3,091,385		487,638			1,189,458

Net change in unrealized appreciation or depreciation on affiliated underlying funds			(2,829,162	)		553,400		418,050			935,565

Net realized and unrealized gain on affiliated underlying funds and net realized gain distributions from underlying fund			14,812,975			3,644,785		905,688			2,125,023

Increase in net assets resulting from operations		$	16,007,453		$	4,239,923	$	878,599		$	2,070,214

(1)

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS



		ING Fidelity^® VIP						ING Fidelity^® VIP
		Contrafund^® Portfolio						Equity-Income Portfolio

		Year Ended			Year Ended			Year Ended			Year Ended
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

FROM OPERATIONS:
Net investment income (loss)		$	1,194,478		$	(62,744	)	$	595,138		$	(11,464	)
Net realized gain on affiliated underlying funds			17,642,137			85,247			3,091,385			35,914
Net change in unrealized appreciation or depreciation on affiliated underlying funds			(2,829,162	)		4,075,175			553,400			423,723

Net increase in net assets resulting from operations			16,007,453			4,097,678			4,239,923			448,173





FROM DISTRIBUTIONS TO SHAREHOLDERS:




Net realized gains:
	Class S		(22,772	)		—			(24,482	)		—
	Class ADV		(698	)		—			(577	)		—

Total distributions			(23,470	)		—			(25,059	)		—





FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			152,796,791			58,299,540			21,831,009			10,730,499
Dividends reinvested			23,470			—			25,059			—

			152,820,261			58,299,540			21,856,068			10,730,499
Cost of shares redeemed			(5,906,700	)		(1,085,336	)		(2,368,517	)		(843,615	)

Net increase in net assets resulting from capital share transactions			146,913,561			57,214,204			19,487,551			9,886,884

Net increase in net assets			162,897,544			61,311,882			23,702,415			10,335,057





NET ASSETS:
Beginning of year			61,346,082			34,200			10,337,112			2,055

End of year		$	224,243,626		$	61,346,082		$	34,039,527		$	10,337,112

Undistributed net investment income at end of year		$	1,259,972		$	—		$	848,423		$	—

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS



		ING Fidelity^® VIP						ING Fidelity^® VIP
		Growth Portfolio						Mid Cap Portfolio

		Year Ended			Year Ended			Year Ended			Year Ended
		December 31,			December 31,			December 31,			December 31,
		2006			2005			2006			2005

FROM OPERATIONS:
Net investment loss		$	(27,089	)	$	(10,178	)	$	(54,809	)	$	(6,819	)
Net realized gain on affiliated underlying funds			487,638			26,800			1,189,458			20,819
Net change in unrealized appreciation or depreciation on affiliated underlying funds			418,050			425,274			935,565			412,270

Net increase in net assets resulting from operations			878,599			441,896			2,070,214			426,270





FROM DISTRIBUTIONS TO SHAREHOLDERS:




Net realized gains:
	Class S		(20,310	)		—			(14,205	)		—
	Class ADV		—			—			(1,042	)		—

Total distributions			(20,310	)		—			(15,247	)		—





FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			12,365,025			11,332,632			34,788,020			5,390,919
Dividends reinvested			20,310			—			15,247			—

			12,385,335			11,332,632			34,803,267			5,390,919
Cost of shares redeemed			(6,469,105	)		(1,096,869	)		(1,671,925	)		(269,445	)

Net increase in net assets resulting from capital share transactions			5,916,230			10,235,763			33,131,342			5,121,474

Net increase in net assets			6,774,519			10,677,659			35,186,309			5,547,744





NET ASSETS:
Beginning of year			10,679,700			2,041			5,566,037			18,293

End of year		$	17,454,219		$	10,679,700		$	40,752,346		$	5,566,037

Undistributed net investment income at end of year		$	—		$	—		$	40,472		$	—

See Accompanying Notes to Financial Statements

ING FIDELITY^® VIP CONTRAFUND PORTFOLIO

FINANCIAL HIGHLIGHTS

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



		Class S									Class ADV

								November 15,									November 15,
		Year Ended			Year Ended			2004⁽¹⁾to			Year Ended			Year Ended			2004⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
		2006			2005			2004			2006			2005			2004

Per Share Operating Performance:
Net asset value, beginning of period	$		12.03			10.34			10.00			11.99			10.34			10.00




Income (loss) from investment operations:
Net investment income (loss)	$		0.11	**		(0.01	)		0.00	*		0.07	**		(0.03	)		(0.01	)
Net realized and unrealized gain on investments	$		1.23			1.70			0.34			1.22			1.68			0.35
Total from investment operations	$		1.34			1.69			0.34			1.29			1.65			0.34




Less distributions from:
Net realized gains on investments	$		0.00	*		—			—			0.00	*		—			—
Total distributions	$		0.00	*		—			—			0.00	*		—			—
Net asset value, end of period	$		13.37			12.03			10.34			13.28			11.99			10.34




Total Return⁽²⁾	%		11.16			16.34			3.40			10.78			15.96			3.40





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		217,927			57,988			33			6,317			3,358			1




Ratios to average net assets:
Expenses excluding expenses of the master fund	%		0.30			0.30			0.30			0.55			0.55			0.55
Net investment income (loss) excluding expenses of the master fund	%		0.84			(0.29	)		(0.30	)		0.53			(0.50	)		(0.55	)
Portfolio turnover rate⁽³⁾	%		16			5			0			16			5			0

⁽¹⁾ Commencement of operations.

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

⁽³⁾ Portfolio turnover rate is calculated based on the Portfolio’s purchases or sales of the master fund.

* Amount is less than $0.005 per share.

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



		Class S							Class ADV

						November 15,							November 15,
		Year Ended		Year Ended		2004⁽¹⁾to			Year Ended		Year Ended		2004⁽¹⁾to
		December 31,		December 31,		December 31,			December 31,		December 31,		December 31,
		2006		2005		2004			2006		2005		2004

Expenses including expenses net of all reductions of the master fund	%		1.20		1.19		1.21	^†		1.45		1.44		1.46	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund	%		1.21		1.21		1.23	^†		1.46		1.46		1.48	^†
Expenses including gross expenses of the master fund	%		1.21		1.21		1.23	^†		1.46		1.46		1.48	^†
Portfolio turnover rate of master fund	%		75		60		64	^†		75		60		64	^†

† Expenses of the master fund included in the ratio, as well as the portfolio turnover rate, are for the year ended December 31, 2004.

See Accompanying Notes to Financial Statements

ING FIDELITY^® VIP EQUITY-INCOME PORTFOLIO

FINANCIAL HIGHLIGHTS

		��

		Class S									Class ADV

								November 15,									November 15,
		Year Ended			Year Ended			2004⁽¹⁾to			Year Ended			Year Ended			2004⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
		2006			2005			2004			2006			2005			2004

Per Share Operating Performance:
Net asset value, beginning of period	$		10.83			10.28			10.00			10.78			10.27			10.00




Income (loss) from investment operations:
Net investment income (loss)	$		0.33	**		(0.01	)		0.00	*		0.33	**		(0.03	)		(0.01	)
Net realized and unrealized gain on investments	$		1.79			0.56			0.28			1.73			0.54			0.28
Total from investment operations	$		2.12			0.55			0.28			2.06			0.51			0.27




Less distributions from:
Net realized gains on investments	$		0.01			—			—			0.01			—			—
Total distributions	$		0.01			—			—			0.01			—			—
Net asset value, end of period	$		12.94			10.83			10.28			12.83			10.78			10.27




Total Return⁽²⁾	%		19.61			5.35			2.80			19.14			4.97			2.70





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		33,038			10,259			1			1,002			78			1




Ratios to average net assets:
Expenses excluding expenses of the master fund	%		0.30			0.30			0.30			0.55			0.55			0.55
Net investment income (loss) excluding expenses of the master fund	%		2.77			(0.30	)		(0.30	)		2.80			(0.44	)		(0.55	)
Portfolio turnover rate⁽³⁾	%		25			22			0			25			22			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Portfolio turnover rate is calculated based on the Portfolio’s purchases or sales of the master fund.

* Amount is less than $0.005 per share.

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



		Class S							Class ADV

						November 15,							November 15,
		Year Ended		Year Ended		2004⁽¹⁾to			Year Ended		Year Ended		2004⁽¹⁾to
		December 31,		December 31,		December 31,			December 31,		December 31,		December 31,
		2006		2005		2004			2006		2005		2004

Expenses including expenses net of all reductions of the master fund	%		1.12		1.10		1.12	^†		1.37		1.35		1.37	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund	%		1.12		1.11		1.13	^†		1.37		1.36		1.38	^†
Expenses including gross expenses of the master fund	%		1.12		1.11		1.13	^†		1.37		1.36		1.38	^†
Portfolio turnover rate of master fund	%		22		19		22	^†		22		19		22	^†

† Expenses of the master fund included in the ratio, as well as the portfolio turnover rate, are for the year ended December 31, 2004.

See Accompanying Notes to Financial Statements

ING FIDELITY^® VIP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS



		Class S									Class ADV

								November 15,			October 30,			January 1,						November 15,
		Year Ended			Year Ended			2004⁽¹⁾to			2006⁽⁴⁾to			2006 to			Year Ended			2004⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,			May 4,			December 31,			December 31,
		2006			2005			2004			2006			2006⁽⁴⁾			2005			2004

Per Share Operating Performance:
Net asset value, beginning of period	$		10.73			10.21			10.00			11.34			10.68			10.20			10.00




Income (loss) from investment operations:
Net investment loss	$		(0.02	)		(0.01	)		(0.00	)*		(0.01	)		(0.01	)		(0.05	)		(0.01	)
Net realized and unrealized gain (loss) on investments	$		0.68			0.53			0.21			0.05			0.53			0.53			0.21
Total from investment operations	$		0.66			0.52			0.21			0.04			0.52			0.48			0.20




Less distributions from:
Net realized gains on investments	$		0.01			—			—			—			—			—			—
Total distributions	$		0.01			—			—			—			—			—			—
Net asset value, end of period	$		11.38			10.73			10.21			11.38			11.20			10.68			10.20




Total Return ⁽²⁾	%		6.19			5.09			2.10			0.35			4.87			4.71			2.00





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		17,434			10,679			1			21			1			1			1




Ratios to average net assets:
Expenses excluding expenses of the master fund	%		0.30			0.30			0.30			0.55			0.55			0.55			0.55
Net investment loss excluding expenses of the master fund	%		(0.18	)		(0.28	)		(0.30	)		(0.55	)		(0.20	)		(0.25	)		(0.55	)
Portfolio turnover rate⁽³⁾	%		43			29			0			43			43			29			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Portfolio turnover rate is calculated based on the Portfolio’s purchases and sales of the master fund.

⁽⁴⁾ Class ADV was fully redeemed on May 5, 2006 and recommenced operations on October 30, 2006.

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

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

See Accompanying Notes to Financial Statements

ING FIDELITY^® VIP GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS



		Class S							Class ADV

						November 15,			October 30,		January 1,				November 15,
		Year Ended		Year Ended		2004⁽¹⁾to			2006⁽⁴⁾to		2006 to		Year Ended		2004⁽¹⁾to
		December 31,		December 31,		December 31,			December 31,		May 4,		December 31,		December 31,
		2006		2005		2004			2006		2006⁽⁴⁾		2005		2004

Expenses including expenses net of all reductions of the master fund	%		1.22		1.18		1.20	^†		1.47		1.47		1.43		1.45	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund	%		1.24		1.22		1.23	^†		1.49		1.49		1.47		1.48	^†
Expenses including gross expenses of the master fund	%		1.24		1.22		1.23	^†		1.49		1.49		1.47		1.48	^†
Portfolio turnover rate of master fund	%		114		79		72	^†		114		114		79		72	^†

† Expenses of the master fund included in the ratio, as well as the portfolio turnover rate, are for the year ended December 31, 2004.

See Accompanying Notes to Financial Statements

ING FIDELITY^® VIP MID CAP PORTFOLIO

FINANCIAL HIGHLIGHTS



		Class S									Class ADV

								November 15,									November 15,
		Year Ended			Year Ended			2004⁽¹⁾to			Year Ended			Year Ended			2004⁽¹⁾to
		December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
		2006			2005			2004			2006			2005			2004

Per Share Operating Performance:
Net asset value, beginning of period	$		12.42			10.56			10.00			12.39			10.55			10.00




Income (loss) from investment operations:
Net investment loss	$		(0.03	)**		(0.01	)		(0.00	)*		(0.05	)**		(0.02	)		(0.00	)*
Net realized and unrealized gain on investments	$		1.54			1.87			0.56			1.51			1.86			0.55
Total from investment operations	$		1.51			1.86			0.56			1.46			1.84			0.55




Less Distributions from:
Net realized gains on investments	$		0.01			—			—			0.01			—			—
Total Distributions	$		0.01			—			—			0.01			—			—
Net asset value, end of period	$		13.92			12.42			10.56			13.84			12.39			10.55




Total Return⁽²⁾	%		12.15			17.61			5.60			11.77			17.44			5.50





Ratios and Supplemental Data:
Net assets, end of period (000’s)	$		38,562			4,065			17			2,190			1,501			1




Ratios to average net assets:
Expenses excluding expenses of the master fund	%		0.30			0.30			0.30			0.55			0.55			0.55
Net investment loss excluding expenses of the master fund	%		(0.24	)		(0.32	)		(0.30	)		(0.40	)		(0.48	)		(0.55	)
Portfolio turnover rate⁽³⁾	%		12			14			0			12			14			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Portfolio turnover rate is calculated based on the Portfolio’s purchases and sales of the master fund.

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

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



		Class S							Class ADV

						November 15,							November 15,
		Year Ended		Year Ended		2004⁽¹⁾to			Year Ended		Year Ended		2004⁽¹⁾to
		December 31,		December 31,		December 31,			December 31,		December 31,		December 31,
		2006		2005		2004			2006		2005		2004

Expenses including expenses net of all reductions of the master fund	%		1.21		1.19		1.23	^†		1.46		1.44		1.48	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund	%		1.23		1.24		1.26	^†		1.48		1.49		1.51	^†
Expenses including gross expenses of the master fund	%		1.23		1.24		1.26	^†		1.48		1.49		1.51	^†
Portfolio turnover rate of master fund	%		149		107		55	^†		149		107		55	^†

† Expenses of the master fund included in the ratio, as well as the portfolio turnover rate, are for the year ended December 31, 2004.

See Accompanying Notes to Financial Statements

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006

NOTE 1 — ORGANIZATION

The ING Partners, Inc. (the “Fund”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). It was incorporated under the laws of Maryland on May 7, 1997. The Articles of Incorporation permit the Fund to offer separate series (“Portfolios”), each of which has its own investment objective, policies and restrictions. The Portfolios serve as investment options underlying variable insurance products offered by ING Directed Services, LLC⁽¹⁾ (“DSL” or the “Investment Adviser”) and its insurance company affiliates. At December 31, 2006 there were thirty-nine separate investment series which comprise the Fund. The four Portfolios included in this report are: ING Fidelity^® VIP Contrafund^® Portfolio* (“Contrafund”); ING Fidelity^® VIP Equity-Income Portfolio (“Equity-Income”), ING Fidelity^® VIP Growth Portfolio (“Growth”) and ING Fidelity^® VIP Mid Cap Portfolio (“Mid Cap”) (each a “Portfolio” and collectively, the “Portfolios”).

Contrafund seeks long-term capital appreciation by investing all of its assets in the Service Class 2 Shares of the VIP Contrafund Portfolio, a series of Fidelity Variable Insurance Products Fund II, a registered open-end investment company.

Equity-Income seeks reasonable income and considers the potential for capital appreciation by investing all of its assets in the Service Class 2 Shares of the VIP Equity-Income Portfolio, a series of Fidelity Variable Insurance Products Fund, a registered open-end investment company.

Growth seeks capital appreciation by investing all of its assets in the Service Class 2 Shares of the VIP Growth Portfolio, a series of Fidelity Variable Insurance Products Fund, a registered open-end investment company.

Mid Cap seeks long-term growth of capital by investing all of its assets in the Service Class 2 Shares of the VIP Mid Cap Portfolio, a series of Fidelity Variable Insurance Products III, a registered open-end investment company.

Each Portfolio in this report operates as a “feeder fund” which means the only investment security is a separate mutual fund, the master funds: VIP Contrafund^® Portfolio, VIP Equity-Income Portfolio, VIP Growth Portfolio and VIP Mid Cap Portfolio (each a “Master Fund” and collectively, the “Master Funds”). VIP Contrafund Portfolio is a series of Fidelity Variable Insurance Products Fund II; VIP Equity-Income Portfolio and VIP Growth Portfolio are series of Fidelity Variable Insurance Products Fund; and VIP Mid Cap Growth Portfolio is a series of Fidelity Variable Insurance Products Fund III. Each Portfolio has the same investment objective and limitations as the Master Fund in which it invests. Typically, the Portfolios do not buy investment securities directly. The Master Funds, on the other hand, invest directly in portfolio securities. At December 31, 2006, Contrafund, Equity-Income, Growth and Mid Cap Portfolios each held 1.1% or less of their respective Master Fund.

The Portfolios offer two classes of shares, referred to as Service Class (Class “S”) and Adviser Class (Class “ADV”). Each share class represents interests in the same portfolio of investments of the particular Portfolio, and shall be identical in all respects, except for the impact of expenses, voting, exchange privileges, and any different shareholder services relating to a class of shares. Shareholders of the Adviser Class of each Portfolio will generally be entitled to exchange those shares at net asset value for Adviser Class shares of other Portfolios that offer Adviser Class shares. Shareholders of the Adviser Class shares continue to be subject to the Rule 12b-1 Plan fee applicable to Adviser Class shares after an exchange. Shareholders of Service Class shares of each Portfolio will generally be entitled to exchange those shares at net asset value for Service Class shares of other Portfolios that offer Service Class shares. Shares of the Portfolios may be offered to segregated asset accounts (“Separate Accounts”) of insurance companies as investment options in connection with variable annuity contracts and variable life insurance policies (“Variable Contracts”) and to certain of the Portfolios’ investment advisers and their affiliates. In the future, shares may also be offered to qualified pension and retirement plans (“Qualified Plans”) outside the Separate Account context. Shares of the


⁽¹⁾	Prior to December 31, 2006, ING Life Insurance and Annuity Company (“ILIAC”) served as the investment adviser to the Portfolios. On November 9, 2006, the Board approved the consolidation of investment advisory functions of ILIAC into DSL resulting in the assumption by DSL of the advisory agreement between the Fund and ILIAC.

* Fidelity and Contrafund are registered trademarks of FMR Corp.

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

NOTE 1 — ORGANIZATION (continued)

Portfolios are not currently offered directly to Qualified Plans or custodial accounts.

Each Portfolio is distributed by ING Funds Distributor, LLC⁽¹⁾ (“IFD” or the “Distributor”). DSL serves as the investment adviser to each Portfolio. IFD and DSL are both indirect, wholly-owned subsidiaries of ING Groep N.V. (“ING Groep”). ING Groep is one of the largest financial services institutions 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


A.	Security Valuation. The valuation of each Portfolio’s investment in its corresponding Master Fund is based on the net asset value of that Master Fund each business day. Valuation of the investments by the Master Funds is discussed in the Master Funds’ notes to their financial statements, which accompany this report.


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.


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


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


E.	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.


F.	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 always receive as collateral securities acceptable to it whose market value is equal 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


⁽¹⁾	Prior to December 31, 2006, ING Financial Advisers, LLC (“IFA”) served as distributor to the Portfolios. On November 9, 2006, the Board approved the consolidation of distributor functions of IFA into IFD resulting in the assumption by IFD of the distribution agreement between the Fund and IFA.

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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.


G.	Indemnifications. In the normal course of business, the Fund may enter into contracts that provide certain indemnifications. The Fund’s 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 MANAGEMENT AND ADMINISTRATIVE FEES

Fidelity Management & Research Company (“FMR”) serves as manager to each Master Fund. FMR has day-to-day responsibility for choosing investments for each Master Fund. As shareholders of the Master Funds, the Portfolios indirectly pay a portion of the master-level management fee.

Each Master Fund, VIP Contrafund^® Portfolio, VIP Equity-Income Portfolio, VIP Growth Portfolio, and VIP Mid Cap Portfolio, pays FMR a management fee for advisory services at annual rates of 0.57%, 0.47%, 0.57%, and 0.57%, of each respective Master Fund’s current average daily net assets. Pursuant to its Investment Management Agreement with the Fund, DSL may charge an annual advisory fee to a respective Portfolio at annual rates equal to 0.58%, 0.48%, 0.58% and 0.58% of average daily net assets if the respective Portfolio does not invest substantially all of its assets in another investment company. If a Portfolio invests substantially all of its assets in another investment company, DSL does not charge an advisory fee. Each Portfolio anticipates investing substantially all of its assets in another investment company.

If a Portfolio invests substantially all of its assets in another investment company, ING Funds Services, LLC will charge an administration fee of 0.05% of average daily net assets for that Portfolio. Pursuant to its administration agreement with the Portfolios, ING Funds Services, LLC may receive an annual administration fee equal to 0.15%, 0.15%, 0.15% and 0.17% of average daily net assets for Contrafund, Equity-Income, Growth and Mid Cap, respectively, if the respective Portfolio does not invest substantially all of its assets in another investment company.

NOTE 4 — INVESTMENT IN UNDERLYING PORTFOLIOS

For the year ended December 31, 2006, the cost of purchases and proceeds from sales of the Master Funds were as follows:


Portfolio	Purchases		Sales

Contrafund	$	170,428,311	$	22,301,055
Equity Income		25,370,530		5,306,650
Growth		12,331,270		6,460,344
Mid Cap		35,718,165		2,647,826

NOTE 5 — DISTRIBUTION AND SERVICE FEES

Each Portfolio has adopted a Shareholder Servicing Plan (“Service Plan”) for the Class S and Class ADV shares of each Portfolio. Under the Service Plan, a Portfolio makes payments at an annual rate of 0.25% of the Portfolio’s average daily net assets attributable to its Class S and Class ADV shares.

Each Portfolio has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act (“Distribution Plan“) for the Class ADV shares of each Portfolio. The Distribution Plan provides for a distribution fee, payable to IFD as the Fund’s Distributor at an annual rate of 0.25% of the Portfolio’s average daily net assets attributable to Class ADV shares.

Fidelity Distributors Corporation (“FDC”) distributes Service Class 2 shares of each Master Fund. Service Class 2 of each Master Fund currently pays FDC a 12b-1 (service) fee at an annual rate of 0.25% of its average net assets throughout the month. Shareholders of Class S and Class ADV of each Portfolio pay only their proportionate share of the Master Fund 12b-1 plan expenses.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At December 31, 2006, the Portfolios had the following amounts recorded as payable to affiliates on the accompanying Statements of Assets and Liabilities:


	Accrued		Accrued
	Administrative		Distribution
	Service Fee		Fee		Total

Contrafund	$	9,307	$	47,861	$	57,168
Equity-Income		1,383		7,123		8,506
Growth		753		3,765		4,518
Mid Cap		1,692		8,930		10,622

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

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES 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 — Contrafund (99.72%); Equity-Income (99.73%); Growth (99.98%); Mid Cap (99.52%).

Each Portfolio has adopted a Retirement Policy (“Policy”) covering all independent directors of the Portfolio who will have served as an independent director for at least five years at the time of retirement. Benefits under this Policy are based on an annual rate as defined in the Policy.

Investors in the Portfolios should recognize that an investment in the Portfolios bears not only a proportionate share of the expenses of the Portfolios (including operating costs and management fees, if any), but also indirectly similar expenses of the underlying mutual funds in which each Portfolio invests. Investors also bear their proportionate share of any sales charges incurred by the Portfolios related to the purchase of shares of the mutual fund investments.

NOTE 7 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:



	Class S						Class ADV

	Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,
	2006			2005			2006			2005

Contrafund (Number of Shares)
Shares sold		11,899,717			4,898,470			239,767			297,528
Dividends reinvested		1,862			—			57			—
Shares redeemed		(416,699	)		(82,397	)		(44,327	)		(17,568	)

Net increase in shares outstanding		11,484,880			4,816,073			195,497			279,960

Contrafund ($)
Shares sold	$	149,782,783		$	55,076,541		$	3,014,008		$	3,222,999
Dividends reinvested		22,772			—			698			—
Shares redeemed		(5,352,587	)		(892,763	)		(554,113	)		(192,573	)

Net increase	$	144,452,968		$	54,183,778		$	2,460,593		$	3,030,426



	Class S						Class ADV

	Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,
	2006			2005			2006			2005

Equity-Income (Number of Shares)
Shares sold		1,802,997			1,026,875			77,569			8,314
Dividends reinvested		2,138			—			51			—
Shares redeemed		(198,437	)		(79,706	)		(6,778	)		(1,154	)

Net increase in shares outstanding		1,606,698			947,169			70,842			7,160

Equity-Income ($)
Shares sold	$	20,947,596		$	10,646,329		$	883,413		$	84,170
Dividends reinvested		24,482			—			577			—
Shares redeemed		(2,290,414	)		(831,747	)		(78,103	)		(11,868	)

Net increase	$	18,681,664		$	9,814,582		$	805,887		$	72,302

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

NOTE 7 — CAPITAL SHARES (continued)



	Class S						Class ADV

	Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,
	2006			2005			2006⁽¹⁾			2005

Growth (Number of Shares)
Shares sold		1,124,091			1,102,036			2,495			(6,232	)
Dividends reinvested		1,960			—			—			—
Shares redeemed		(590,138	)		(106,631	)		(788	)		121,051

Net increase in shares outstanding		535,913			995,405			1,707			114,819

Growth ($)
Shares sold	$	12,336,946		$	11,332,632		$	28,079		$	(70,437	)
Dividends reinvested		20,310			—			—			—
Shares redeemed		(6,460,226	)		(1,096,869	)		(8,879	)		1,407,067

Net increase	$	5,897,030		$	10,235,763		$	19,200		$	1,336,630

⁽¹⁾ Class ADV was fully redeemed on May 5, 2006 and recommenced operations on October 30, 2006.



	Class S						Class ADV

	Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,
	2006			2005			2006			2005

Mid Cap (Number of Shares)
Shares sold		2,544,937			342,770			61,632			127,283
Dividends reinvested		1,092			—			80			—
Shares redeemed		(102,288	)		(17,241	)		(24,563	)		(6,232	)

Net increase in shares outstanding		2,443,741			325,529			37,149			121,051

Mid Cap ($)
Shares sold	$	33,967,125		$	3,913,415		$	820,895		$	1,477,504
Dividends reinvested		14,205			—			1,042			—
Shares redeemed		(1,351,628	)		(199,008	)		(320,297	)		(70,437	)

Net increase	$	32,629,702		$	3,714,407		$	501,640		$	1,407,067

NOTE 8 — FEDERAL INCOME TAXES

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


			Accumulated
	Undistributed		Net Realized
	Net Investment Income		Gains/(Losses)

Contrafund	$	65,494	$	(65,494	)
Equity-Income		253,285		(253,285	)
Growth		27,089		(27,089	)
Mid Cap		95,281		(95,281	)


	Ordinary		Long-Term
	Income		Capital Gains

Contrafund	$	23,470	$	—
Equity-Income		25,059		—
Growth		20,310		—
Mid Cap		13,176		2,071

The tax-basis components of distributable earnings and the expiration dates of the capital loss carryforwards which may be used to offset future

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

NOTE 8 — FEDERAL INCOME TAXES (continued)

realized capital gains for federal income tax purposes as of December 31, 2006 were:


	Undistributed		Undistributed		Unrealized
	Ordinary		Long Term		Appreciation/			Capital Loss
	Income		Capital Gains		Depreciation			Carryforwards

Contrafund	$	1,445,296	$	17,390,640	$	1,246,081		$	—
Equity-Income		949,335		2,736,584		977,177	��		—
Growth		259,733		199,436		841,097			—
Mid Cap		79,447		1,053,978		1,347,954			—

NOTE 9 — 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 of the Portfolios has assessed the impact of adopting FIN 48 and currently does not believe that there will be a material impact to the Portfolios.

NOTE 10 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS

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

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

NOTE 10 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)

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, DSL has advised the Boards that the identified arrangements do not represent a systemic problem in any of the companies that were involved.


•	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.

DSL 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, DSL 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, DSL 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

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

NOTE 10 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)


	resulting from wrongful conduct by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. DSL reported to the Boards that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.

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

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

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

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

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 DSL 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.

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.

PORTFOLIO OF INVESTMENTS

ING FIDELITY^® VIP CONTRAFUND^® PORTFOLIO

AS OF DECEMBER 31, 2006



Shares			Value






AFFILIATED INVESTMENT COMPANIES: 100.0%
	7,209,917	Fidelity^® VIP Contrafund^® Portfolio — Service Class 2 shares	$	224,300,527

Total Investments in Securities
(Cost $223,054,446)*

100.0

224,300,527

Other Assets and Liabilities - Net

(0.0

)

(56,901

)

Net Assets

100.0

224,243,626


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


Gross Unrealized Appreciation	$	1,246,081
Gross Unrealized Depreciation		—

Net Unrealized Appreciation	$	1,246,081

See Accompanying Notes to Financial Statements

PORTFOLIO OF INVESTMENTS

ING FIDELITY^® VIP EQUITY-INCOME PORTFOLIO

AS OF DECEMBER 31, 2006



Shares			Value






AFFILIATED INVESTMENT COMPANIES: 100.0%
	1,316,093	Fidelity^® VIP Equity-Income Portfolio — Service Class 2 shares	$	34,047,331

Total Investments in Securities
(Cost $33,070,151)*

100.0

34,047,331

Other Assets and Liabilities - Net

(0.0

)

(7,804

)

Net Assets

100.0

34,039,527


*		Cost for federal income tax purposes is $33,070,154. Net unrealized appreciation consists of:


Gross Unrealized Appreciation	$	977,177
Gross Unrealized Depreciation		—

Net Unrealized Appreciation	$	977,177

See Accompanying Notes to Financial Statements

PORTFOLIO OF INVESTMENTS

ING FIDELITY^® VIP GROWTH PORTFOLIO

AS OF DECEMBER 31, 2006



Shares			Value






AFFILIATED INVESTMENT COMPANIES: 100.0%
	492,906	Fidelity^® VIP Growth Portfolio — Service Class 2 shares	$	17,458,736

Total Investments in Securities
(Cost $16,615,370)*

100.0

17,458,736

Other Assets and Liabilities - Net

(0.0

)

(4,517

)

Net Assets

100.0

17,454,219


*		Cost for federal income tax purposes is $16,617,639. Net unrealized appreciation consists of:


Gross Unrealized Appreciation	$	841,097
Gross Unrealized Depreciation		—

Net Unrealized Appreciation	$	841,097

See Accompanying Notes to Financial Statements

PORTFOLIO OF INVESTMENTS

ING FIDELITY^® VIP MID CAP PORTFOLIO

AS OF DECEMBER 31, 2006



Shares			Value






AFFILIATED INVESTMENT COMPANIES: 100.0%
	1,190,159	Fidelity^® VIP Mid Cap Portfolio — Service Class 2 shares	$	40,762,935

Total Investments in Securities
(Cost $39,414,981)*

100.0

40,762,935

Other Assets and Liabilities - Net

(0.0

)

(10,589

)

Net Assets

100.0

40,752,346


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


Gross Unrealized Appreciation	$	1,347,954
Gross Unrealized Depreciation		—

Net Unrealized Appreciation	$	1,347,954

See Accompanying Notes to Financial Statements

TAX INFORMATION (UNAUDITED)

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


Fund Name		Type		Per Share Amount

ING Fidelity^® VIP Contrafund^® Portfolio
	All Classes		STCG	$	0.0019
ING Fidelity^® VIP Equity-Income Portfolio
	All Classes		STCG	$	0.0122
ING Fidelity^® VIP Growth Portfolio
	All Classes		STCG	$	0.0129
ING Fidelity^® VIP Mid Cap Portfolio
	All Classes		STCG	$	0.0070
	All Classes		LTCG	$	0.0011

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 Fidelity^® VIP Contrafund^® Portfolio		11.86%
ING Fidelity^® VIP Equity-Income Portfolio		2.26%
ING Fidelity^® VIP Growth Portfolio		2.51%
ING Fidelity^® VIP Mid Cap Portfolio		0.07%

DIRECTOR AND OFFICER INFORMATION (UNAUDITED)


			Principal
	Position(s)	Term of Office	Occupation(s)
	held with	and Length of	during the Past Five
Name, Address and Age	Fund	Time Served⁽¹⁾	Years





Independent Trustees:

John V. Boyer⁽²⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53	Director	November 1997 — Present	President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 — Present). Formerly, Executive Director, The Mark Twain House & Museum⁽²⁾(September 1989 — November 2005).

Patricia W. Chadwick⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58	Director	January 2006 — Present	Consultant and President of self- owned company, Ravengate Partners LLC (January 2000 — Present).

J. Michael Earley⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	Director	January 2005 — Present	President and Chief Executive Officer, Bankers Trust Company, N.A. (June 1992 — Present).

R. Barbara Gitenstein⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58	Director	January 2005 — Present	President, College of New Jersey (January 1999 — Present).

Patrick W. Kenny⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 63	Director	March 2002 — Present	President and Chief Executive Officer, International Insurance Society (June 2001 — Present).

Jock Patton⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	Chairman and Director	January 2005 — Present	Private Investor (June 1997 — Present). Formerly Director and Chief Executive Officer, Rainbow Multimedia Group, Inc. (January 1999 — December 2001).

Sheryl K. Pressler⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 56	Director	January 2006 — Present	Consultant (May 2001 — Present), Formerly, Chief Executive Officer, Lend Lease Real Estate Investments, Inc. (March 2000 — April 2001).

David W.C. Putnam⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67	Director	January 2005 — Present	President and Director, F.L. Putnam Securities Company, Inc. (June 1978 — Present).

Roger B. Vincent⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	Director	January 2005 — Present	President, Springwell Corporation (March 1989 — Present).

[Additional columns below]

[Continued from above table, first column(s) repeated]


	Number of
	Portfolios
	in Fund
	Complex
	Overseen	Other Directorships
Name, Address and Age	by Director	held by Director





Independent Trustees:
John V. Boyer⁽²⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53	180	None
Patricia W. Chadwick⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58	180	None
J. Michael Earley⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	180	None
R. Barbara Gitenstein⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58	180	None
Patrick W. Kenny⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 63	180	Assured Guaranty Ltd. (November 2003 — Present).
Jock Patton⁽³⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	180	JDA Software Group, Inc. (January 1999 — Present); and Swift Transportation Co. (March 2004 — Present).
Sheryl K. Pressler⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 56	180	Stillwater Mining Company (May 2002 — Present); California Healthcare Foundation (June 1999 — Present); and Romanian-American Enterprise Fund (February 2004 — Present).
David W.C. Putnam⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67	180	Principled Equity Market Trust (November 1996 — Present); and Asian American Bank and Trust Company (June 1992 — Present).
Roger B. Vincent⁽⁴⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	180	AmeriGas Propane, Inc. (January 1998 — Present); and UGI Corporation (February 2006 — Present).

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)


			Principal
	Position(s)	Term of Office	Occupation(s)
	held with	and Length of	during the Past Five
Name, Address and Age	Fund	Time Served⁽¹⁾	Years





Director who is an “Interested Person”:

John G. Turner⁽⁵⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67	Director	January 2005 — Present	Retired. Formerly, Vice Chairman of ING Americas (September 2000 — January 2002); Director of ReliaStar Life Insurance Company of New York (April 1975 — December 2001); and Chairman and Trustee of the Northstar affiliated investment companies (May 1993 — December 2001).

[Additional columns below]

[Continued from above table, first column(s) repeated]


	Number of
	Portfolios
	in Fund
	Complex
	Overseen	Other Directorships
Name, Address and Age	by Director	held by Director





Director who is an “Interested Person”:
John G. Turner⁽⁵⁾7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67	180	Hormel Foods Corporation (March 2000 — Present); ShopKo Stores, Inc. (August 1999 — Present); and Conseco, Inc. (September 2003 — Present).


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

⁽²⁾	Shaun Mathews, President, ING USFS Mutual Funds and Investment Products, has held a seat on the board of directors of The Mark Twain House & Museum since September 19, 2002. ING Groep makes non-material, charitable contributions to The Mark Twain House & Museum.

⁽³⁾	Valuation, Proxy and Brokerage Committee member.

⁽⁴⁾	Audit Committee member.

⁽⁵⁾	Mr. Turner is an “interested person,” as defined under the 1940 Act, because of his affiliation with ING Groep, the parent corporation of the Investment Adviser, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)


		Term of Office
	Position(s) Held	and Length of	Principal Occupation(s)
Name, Address and Age	with the Fund	Time Served⁽¹⁾	during the Past Five Years





Officers:

Shaun P. Mathews 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 51	President and Chief Executive Officer	November 2006 — Present	President and Chief Executive Officer, ING Investments, LLC and ING Funds Services, LLC (November 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, AZ 85258 Age: 48	Executive Vice President	January 2005 — 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 — January 2005); and Senior Vice President, ING Investments, LLC (June 1998 — December 2001).

Stanley D. Vyner 7337 E. Doubletree Ranch Rd. Scottsdale, AZ 85258 Age: 56	Executive Vice President	January 2005 — 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, AZ 85258 Age: 52	Chief Compliance Officer Executive Vice President	January 2005 — 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, AZ 85258 Age: 43	Executive Vice President and Chief Operating Officer Assistant Secretary	March 2006 — Present January 2005 — 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).

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)


		Term of Office
	Position(s) Held	and Length of	Principal Occupation(s)
Name, Address and Age	with the Fund	Time Served⁽¹⁾	during the Past Five Years

Kimberly A. Anderson 7337 E. Doubletree Ranch Rd. Scottsdale, AZ 85258 Age: 42	Senior Vice President	January 2005 — Present	Senior Vice President and Assistant Secretary, 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	May 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).

Robert Terris 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 36	Senior Vice President	May 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, AZ 85258 Age: 39	Vice President and Treasurer	January 2005 — 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	January 2005 — 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, AZ 85258 Age: 48	Vice President	January 2005 — 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).

Denise Lewis 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43	Vice President	January 2007 — Present	Vice President, ING Funds Services, LLC (December 2006 — Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 — December 2006); and Vice President, Wells Fargo Funds Management, LLC (December 2000 — August 2003).

Laurie M. Tillinghast 151 Farmington Avenue Hartford, Connecticut 06156 Age: 54	Vice President	May 2003 — Present	Senior Vice President, ING Investments, LLC (March 2006 — Present) and Vice President, ING Life Insurance and Annuity Company, (December 2000 — Present). Formerly, Vice President, Aetna Retirement Services, Fund Strategy and Management, (December 1995 — December 2000); and Director and President, ING Partners, Inc. (November 1997 — May 2003).

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)


		Term of Office
	Position(s) Held	and Length of	Principal Occupation(s)
Name, Address and Age	with the Fund	Time Served⁽¹⁾	during the Past Five Years

Kimberly K. Palmer 7337 E. Doubletree Ranch Rd. Scottsdale, AZ 85258 Age: 48	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, AZ 85258 Age: 30	Assistant Vice President	January 2005 — 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.

Huey P. Falgout, Jr. 7337 E. Doubletree Ranch Rd. Scottsdale, AZ 85258 Age: 43	Secretary	August 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).

Theresa K. Kelety 7337 E. Doubletree Ranch Rd. Scottsdale, AZ 85258 Age: 43	Assistant Secretary	August 2003 — Present	Counsel, ING Americas, U.S. Legal Services (April 2003 — Present). Formerly, Senior Associate with Shearman & Sterling (February 2000 — April 2003).


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

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

Board Consideration and Re-Approval of Investment Advisory Contract

Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”) provides that, after an initial period, the Portfolios’ existing advisory agreement (the “Advisory Contract”) between the Portfolios and Directed Services, LLC (formerly, ING Life Insurance and Annuity Company) (the “Adviser”) and the Portfolios remains in effect only if the Board of Directors (the “Board”) of ING Partners, Inc. (“IPI”), including a majority of the Directors who have no direct or indirect interest in the Advisory Contract, and who are not “interested persons” of the Portfolios, as such term is defined under the 1940 Act (the “Independent Directors”), annually review and renew the Contract. In this regard, at a meeting held on November 9, 2006 the Board, including a majority of the Independent Directors, considered whether to renew the Advisory Contract.

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

Overview of the Contract Renewal and Approval Process

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

Since the foregoing approval and renewal process was implemented, the Board regularly has reviewed and refined the process. In addition, the Board established a Contracts Committee and two Investment Review Committees. The type and format of the information provided to the Board or its counsel to inform its approval and annual review and renewal process has been codified in the Portfolios’ “15(c) Methodology Guide” (the “Methodology Guide”). The Methodology Guide was developed under the direction of the Independent Directors, and sets out a written blueprint under which the Independent Directors request certain information necessary to facilitate a thorough and informed review in connection with the annual Advisory Contract renewal process. Management provides Portfolio-specific information to the Independent Directors based on the Methodology Guide through “Fund Analysis and Comparison Tables” or “FACT” sheets prior to the Independent Directors’ review of Advisory and Contracts. In 2005, the Independent Directors retained an independent firm to verify and

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

test the accuracy of certain of this information for a representative sample of funds in the ING Funds complex. The Independent Directors have determined to conduct such testing periodically.

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

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

Nature, Extent and Quality of Service

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

The materials requested by and provided to the Board and/or to K&L Gates prior to the November 2006 Board meeting included the following items: (1) FACT sheets for each Portfolio that provided information about the performance and expenses of the Portfolio and other similarly managed funds in a selected peer group (“Selected Peer Group”), as well as information about the Portfolio’s investment portfolio, objectives and strategies; (2) the Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which benchmarks and Selected Peer Groups were selected and how profitability was determined; (3) responses from the Adviser to a detailed series of questions posed by K&L Gates; (4) a copy of the form of Advisory Contract; (5) a copy of the Adviser’s Form ADV; (6) financial statements for the Adviser; (7) drafts of narrative summaries addressing key factors the Board customarily considers in evaluating the renewal of the Advisory Contract, including a written analysis for each Portfolio of how performance and fees compare to its Selected Peer Group and/or designated benchmarks; and (8) other information relevant to the Board’s evaluations.

Each Portfolio currently has only one class of shares, which was compared to the analogous class of shares for each fund in the Selected Peer Group. It should be noted that, as a technical matter, the performance of a Portfolio reflects that of the Master Fund in which it invests. Mutual funds chosen for inclusion in a Portfolio’s Selected Peer Group were selected based upon criteria designed to mirror the Portfolio’s class being compared to the funds in the Selected Peer Group.

In arriving at its conclusions with respect to the Advisory Contract, the Board noted the resources that the Adviser has committed to the Board and its Investment Review Committees to assist the Board and members of the Committees with their assessment of the investment performance of the Portfolios on an ongoing basis throughout the year. This includes the appointment of a Chief Investment Risk Officer and his staff, who report directly to the Board and who have developed attribution analyses and other metrics used by the Investment Review Committees to analyze the key factors underlying investment performance for the Portfolios.

In considering the Portfolios’ Advisory Contract, the Board considered the extent of benefits provided to the Portfolios’ shareholders, beyond advisory services, from being part of the ING family of Funds. This includes, in most cases, the right to exchange or transfer investments, without a sales charge, between shares of the Portfolios or among Funds available on a product platform, and the wide variety in the types of Funds available for exchange or transfer.

The Board also took into account the Adviser’s extensive efforts in recent years to reduce the administrative expenses of the ING Funds, including

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

the Portfolios, through re-negotiated arrangements with the ING Funds’ service providers.

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

The Board considered the adequacy of the resources committed to the Portfolios (and other relevant funds in the ING Funds complex) by the Adviser, and whether those resources are commensurate with the needs of the Portfolios and are appropriate to attempt to sustain expected levels of performance, compliance, and other needs.

Portfolio Performance

In assessing advisory relationships, the Board placed emphasis on the investment performance of each Portfolio, taking into account the importance of such performance to Portfolio shareholders. The Board noted that the performance of each Portfolio reflects the performance of the underlying Master Fund in which it invests.

While the Board considered the performance reports and discussions with portfolio managers at Board and Committee meetings during the year, particular attention in assessing performance was given to the Fund FACT sheets furnished in advance of the November meeting of the Independent Directors. The FACT sheet prepared for each Portfolio included its investment performance compared to the Morningstar category median, Lipper category median, Selected Peer Group and the Portfolio’s primary benchmark. The Board’s findings specific to each Portfolio’s performance are discussed under “Portfolio-by-Portfolio Analysis,” below.

Economies of Scale

In considering the reasonableness of advisory fees, the Board also considered whether economies of scale will be realized by the Adviser as a Portfolio grows larger and the extent to which this is reflected in the level of management fee rates charged. In this regard, the Board noted that each Portfolio invests all of its assets in a corresponding “Master Fund” managed by Fidelity Management & Research Company (“FMR”), and that FMR applies a “group rate” discount based upon the assets under FMR’s management, lowering the management fees payable by the Master Funds at higher asset levels. The Board considered that these reductions would indirectly benefit the Portfolios. The Board also noted that any waivers to or reimbursements of advisory or other fees payable by the Master Funds would have an indirect benefit to the Portfolios.

Information about Services to Other Clients

The Board requested, and if received considered, information about the nature of services and fee rates offered by the Adviser to other clients, including other registered investment companies. The Board also noted that the fee rates charged to the Portfolios and similar institutional clients may differ materially due to the different services and additional regulatory overlay associated with registered investment companies, such as the Portfolios.

Fee Rates and Profitability

The Board reviewed and considered each contractual investment advisory fee rate, combined with the administrative fee rate, payable by each Portfolio to the Adviser. In analyzing this information, the Board took into account that no advisory fees are charged

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

when the Portfolio is fully invested in the corresponding Master Fund, and that advisory fees are charged by the Master Funds are indirectly borne by Portfolio shareholders. The Board considered the fee structures of the Portfolios as they relate to the services provided under the Advisory Contract, and the potential fall-out benefits to the Adviser, and its affiliates, from its association with the Portfolios. For each Portfolio, the Board determined that the fees payable to the Adviser are reasonable for the services that it performs, which were considered in light of the nature and quality of the services that it has performed and is expected to perform through the year ending November 30, 2007.

Portfolio-by-Portfolio Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 2006 meeting in relation to renewing each Portfolio’s current Advisory Contract for the year ending November 30, 2007. These specific factors are in addition to those considerations discussed above. In each case, the Portfolio’s performance was compared to its Morningstar category median and its primary benchmark, a broad-based securities market index that appears in the Portfolio’s prospectus. Each Portfolio’s management fee and expense ratio were compared to the fees and expense ratios of the funds in its Selected Peer Group.

ING Fidelity^® VIP Contrafund^® Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Fidelity^® VIP Contrafund^® Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median and its primary benchmark for all periods presented; (2) the Portfolio ranked in the first (highest) quintile of its Morningstar category for all periods presented.

In considering the fees payable under the Advisory Contract for ING Fidelity^® VIP Contrafund Portfolio^®, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract (a) under which no advisory fees are charged when the Portfolio is fully invested in Fidelity’s VIP Contrafund Portfolio (the “Contrafund Master Fund”), and (b) advisory fees are charged by the Contrafund Master Fund and indirectly borne by Portfolio shareholders; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Fidelity^® VIP Contrafund^® Portfolio, as compared to its Selected Peer Group, including Management’s analysis that (a) the management fee for the Portfolio (consisting of a 0.05% administration fee) is below the median and the average management fees of the funds in its Selected Peer Group, and (b) the expense ratio for the Portfolio is equal to the median and above the average expense ratios of the funds in its Selected Peer Group.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Fidelity^® VIP Equity-Income Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Fidelity^® VIP Equity-Income Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median, but underperformed its primary benchmark for all periods presented; and (2) the Portfolio is ranked in the second quintile of its Morningstar category for the one-year period and in the third quintile for the year-to-date and most recent calendar quarter periods.

In considering the fees payable under the Advisory Contract for ING Fidelity^® VIP Equity-Income Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract (a) under which no advisory fees are charged when the Portfolio is fully invested in Fidelity’s VIP Equity-Income Portfolio (the “Equity-Income Master Fund”), and (b) advisory fees are charged by the Equity-Income Master Fund and indirectly borne by Portfolio shareholders; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Fidelity^® VIP Equity-Income Portfolio, as compared to its Selected Peer Group, including Management’s analysis that (a) the management fee for the Portfolio (consisting of a 0.05% administration fee) is below the median and the average management fees of the funds in its Selected Peer Group, and (b) the expense ratio for the Portfolio is equal to the median and above the average expense ratios of the funds in its Selected Peer Group.

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

ING Fidelity^® VIP Growth Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Fidelity^® VIP Growth Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median and its primary benchmark for all periods presented; and (2) the Portfolio is ranked in the second quintile of its Morningstar category for the year-to-date period and in the third quintile for the most recent calendar quarter and one-year periods.

In considering the fees payable under the Advisory Contract for ING Fidelity^® VIP Growth Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract (a) under which no advisory fees are charged when the Portfolio is fully invested in Fidelity’s VIP Growth Portfolio (the “Growth Master Fund”), and (b) advisory fees are charged by the Growth Master Fund and indirectly borne by Portfolio shareholders; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Fidelity^® VIP Growth Portfolio, as compared to its Selected Peer Group, including Management’s analysis that (a) the management fee for the Portfolio (consisting of a 0.05% administration fee) is below the median and the average management fees of the funds in its Selected Peer Group, and (b) the expense ratio for the Portfolio is equal to the median and above the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio’s expense ratio is reasonable in the context of all factors considered by the Board; and (3) the Portfolio’s performance is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2007. During this renewal

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

process, different Board members may have given different weight to different individual factors and related conclusions.

ING Fidelity^® VIP Mid Cap Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Fidelity^® VIP Mid Cap Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Portfolio outperformed its Morningstar category median and its primary benchmark for all periods presented; and (2) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the year-to-date and one-year periods and in the third quintile for the most recent calendar quarter.

In considering the fees payable under the Advisory Contract for ING Fidelity^® VIP Mid Cap Portfolio, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract (a) under which no advisory fees are charged when the Portfolio is fully invested in Fidelity’s VIP Mid Cap Portfolio (the “Mid Cap Master Fund”), and (b) advisory fees are charged by the Mid Cap Master Fund and indirectly borne by Portfolio shareholders; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Fidelity^® VIP Mid Cap Portfolio, as compared to its Selected Peer Group, including Management’s analysis that (a) the management fee for the Portfolio (consisting of a 0.05% administration fee) is below the median and the average management fees of the funds in its Selected Peer Group, and (b) the expense ratio for the Portfolio is equal to the median and above the average expense ratios of the funds in its Selected Peer Group.

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

Investment Adviser

ING Directed Services, LLC

1475 Dunwoody Drive

West Chester, Pennsylvania 19380

Distributor

ING Funds Distributor, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

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

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006

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-UFID (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 Patrick W. Kenny is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Kenny is “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 $638,250 for year ended December 31, 2006 and $445,750 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 $77,025 for year ended December 31, 2006 and $0 for year ended December 31, 2005.

None

(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 $184,760 in the year ended December 31, 2006 and $24,250 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

FORM OF

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 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 a quarterly basis, receive from the independent auditors a list of services provided for the previous calendar quarter on a cumulative basis by the auditors during the 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.

Amended: November 9, 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 $9,300 per 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

Seed capital audit and related review and issuance of consent on the N-2 registration statement	ý	Not to exceed $12,000 per audit

(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 the auditors’ 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 (Excludes 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

For Prime Rate Trust, agreed upon procedures for quarterly reports to rating agencies	ý		Not to exceed $9,000 per quarter

For Prime Rate Trust and Senior Income Fund, agreed upon procedures for the Revolving Credit and Security Agreement with Citigroup	ý		Not to exceed $20,000 per fund per year

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 for the Funds or for the Funds’ investment adviser 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, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

Appendix C

Pre-Approved Tax Services for the Pre-Approval Period January 1, 2006 through December 31, 2006 (continued)

Service

	The Fund(s)	Fund Affiliates	Fee Range

Tax training courses	ý	ý	Not to exceed $2,000 per course during the Pre-Approval Period

Tax services associated with Fund mergers	ý	ý	Not to exceed $4,000 per fund per merger during the Pre-Approval Period

Loan Staff Services	ý		Not to exceed $15,000 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 $120,000 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

Agreed upon procedures for 15 (c) FACT Books	ý		Not to exceed $35,000 during the Pre-Approval Period

Appendix E

Prohibited Non-Audit Services
Dated: January 1, 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

EXHIBIT A

ING EQUITY TRUST

ING FUNDS TRUST

ING INVESTMENT FUNDS, INC.

ING INVESTORS TRUST

ING MAYFLOWER TRUST

ING MUTUAL FUNDS

ING PRIME RATE TRUST

ING SENIOR INCOME FUND

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS TRUST

ING VP NATURAL RESOURCES TRUST

ING CORPORATE LEADERS TRUST FUND

ING PARTNERS, INC.

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING RISK MANAGED NATURAL RESOURCES FUND

(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 $986,810 for year ended December 31, 2006 and $300,889 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 Board has a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The Committee currently consists of all Independent Trustees of the Board (6 individuals). The Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of the Nominating Committee is to consider and present to the Board the candidates it proposes for nomination to fill vacancies on the Board. In evaluating candidates, the Nominating Committee may consider a variety of factors, but it has not at this time set any specific minimum qualifications that must be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination.

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

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

Item 11. Controls and Procedures.

(a) Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

(b) There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) 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 Partners, 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

Voya PARTNERS N-CSRCertified annual shareholder report (management investment company)

Item 4. Principal Accountant Fees and Services.

EXHIBIT A

SIGNATURES