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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, 2007 to December 31, 2007

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, 2007

Classes I, S and ADV

ING Partners, Inc.

n ING American Century Large Company Value Portfolio

n ING American Century Small-Mid 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 New York Venture Portfolio
(formerly Davis Venture Value Portfolio)

n ING JPMorgan International Portfolio

n ING JPMorgan Mid Cap Value Portfolio

n ING Legg Mason Partners Aggressive Growth Portfolio

n ING Legg Mason Partners 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

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' Report					4

Shareholder Expense Examples					56

Report of Independent Registered Public Accounting Firm					64

Statements of Assets and Liabilities					65

Statements of Operations					79

Statements of Changes in Net Assets					86

Financial Highlights					99

Notes to Financial Statements					143

Portfolios of Investments					172

Tax Information					290

Director and Officer Information					293

Shareholder Meeting Information					299

Advisory Contact Approval Discussion					301

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 (800) 992-0180; (2) on the ING Funds' website at www.ingfunds.com; and (3) on the U.S. Securities and Exchange Commission's ("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 Portfolios file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Portfolios' Forms N-Q are available on the SEC's website at www.sec.gov. The Portfolios' Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330; and is available upon request from the Portfolios by calling Shareholder Services toll-free at (800) 992-0180.

(THIS PAGE INTENTIONALLY LEFT BLANK)

PRESIDENT'S LETTER

Dear Shareholder,

It is impossible to discuss the current market climate without acknowledging the recent turmoil brought on by problems in the sub-prime mortgage market. Clearly the excesses in this sector of the market and other segments of collateralized debt have created challenges throughout credit markets worldwide.

Amidst the volatility, we at ING Funds remind our shareholders that the creditworthiness and quality of our funds' holdings is our ultimate priority — whether those holdings are part of our money market funds, fixed income funds or equity funds. Market volatility is an often present component of investing and we believe the best way to manage through turbulent environments is to build a well-balanced, fully-diversified portfolio, which aligns with your goals and risk tolerance.

ING Funds remains committed to developing and offering a diverse array of mutual funds designed to meet the goals of most investors. We urge you to work with your investment professional to make sure you are invested appropriately. Together, you can select the funds that will help you achieve your financial goals. We thank you for choosing ING Funds and look forward to continuing to serve you.

Sincerely,

Shaun P. Mathews
President
ING Funds
January 28, 2008

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.

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

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2007

After recording a solid, if frequently nervous, 8.2% in the first half of the reporting period, global equities in the form of the Morgan Stanley Capital International World Index^SM⁽¹⁾ ("MSCI World Index^SM") measured in local currencies, including net reinvested dividends ("MSCI" for regions discussed below) succumbed to a 3.2% loss in the second half of the reportin g period, as some important debt markets all but seized up, the crisis threatening the solvency of financial institutions and forcing central bankers to throw lifelines to stranded borrowers, while investors fled to the safe haven of short Treasuries. By year-end, confidence was wavering, oil was nudging $100 per barrel and markets seemed to be pricing in a recession. In currencies, the yen strengthened as "carry trades" were unwound in the flight from risk. The euro benefited from the European Central Bank's implacable refusal to match the Federal Reserve Board (the "Fed") and reduce interest rates. But the pound finally gave back some of its recent gains as the UK housing market started to sag. For the second six months, the dollar fell 8.5% and 8.9% against the euro and yen respectively, but rose 0.3% against the pound.

A relentlessly deteriorating housing market had caused alarm in the sub-prime mortgage loan sector, where lax lending standards in a low interest rate environment, had driven foreclosure rates inexorably higher. The problem had been exacerbated over the years by the business of securitizing the loans. They would be sliced, diced and repackaged for handsome fees into other securities, then sold on in their billions worldwide to financial institutions, which purchased them by issuing commercial paper, over the cost of which an effortless profit could apparently be made.

At one level this spreads the loan risk. But when the originator is removed from those taking the risk another is created. Like the banking business in its simplest form, everything depends on confidence. When it became obvious that these securities, many of them rated A or higher, were ultimately backed by sub-prime and not so sub-prime mortgages with questionable repayment prospects, confidence evaporated. The asset-backed commercial paper market contracted sharply. Banks stopped lending to each other. The structured investment vehicles, their investors and sponsoring banks would have to bear huge losses, but which ones and how much?

The Fed's first response to the liquidity and resulting economic threats was to reduce the discount rate, (the rate it will lend to banks), by 50 basis points (0.50%) on August 17, 2007 and another 100 basis points (1.00%) in three steps by year end, with matching cuts in the federal funds rate.

But it was no good. Using the discount window had a stigma attached to it while the liquidity problem was not an overnight one. The one-month London Interbank Offered Rate ("LIBOR") continued to rise even as the Fed eased. A procession of financial institutions announced heavy write- downs of mortgage-backed assets, along with various capital saving and raising initiatives, including the tapping of billions of dollars from sovereign wealth funds based in the Middle-East and Asia, surely a development of historic significance.

The spread between the one-month LIBOR and the federal funds rate only drifted down after the announcement of coordinated central bank action to add liquidity where it was needed including in the U.S., the use of a "term auction facility" where loans would be auctioned and broader forms of collateral would be accepted.

But by year end global economic conditions were still clearly weakening and many felt that the U.S. might already be in or on the cusp of recession.

In U.S. fixed income markets' the Treasury yield curve steepened in the first half and continued to do so in the second. The yield on the ten-year Treasury Note fell 100 basis points (1.00%) to 4.03%, while the yield on the three-month Bill fell 153 basis points (1.53%) to 3.14%. The broader Lehman Brothers^® Aggregate Bond Index⁽²⁾ ("LBAB") of investment grade bonds returned 5.93% for the first half of the reporting period and 6.97% for the year ended December 31, 2007.

U.S. equities, represented by the Standard & Poor's 500^® Composite Stock Price Index⁽³⁾ ("S&P 500^® Index") including dividends, lost 1.4% in the second half, with the worst fourth quarter since 2000, after gaining 7% through June. For a while, as the events described above played out, investors seemed to believe that the Fed had the will and the tools to keep any down turn brief. The S&P 500^® Ind ex actually made a new high on October 9, 2007. For the year ended December 31, 2007, the S&P 500^® Index returned 5.49%. But, the sense that a serious crisis was only just beginning to unfold and a succession of earnings disappointments especially among the financials sector, increasingly weighed on sentiment as the year wound down. Bizarrely, gross domestic product ("GDP") growth was being reported at a brisk 4.9%

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2007

for the third quarter, even as S&P 500 companies were reporting a decline in operating profits, the first fall in more than five years.

Internationally, the MSCI Japan^® Index⁽⁴⁾ slumped 15.8% in the second half of the reporting period on a resumption of falling consumer prices and fading global growth, while the strengthening yen threatened all-important exports. For the year ended December 31, 2007, the MSCI Japan^® Index lost 4.23%. The MSCI Europe ex UK^® Index⁽⁵⁾ lost 4.8% in the second six months of the reporting period. A first half rally gave way to nervousness in mid-July after another rate increase and turned into a rout as the sub-prime debacle took shape. U.S. rate cuts were not reciprocated by the European Central Bank, which, with headline inflation up to 3.1%, confined its response to making liquidity available to the banking system, a staggering €500 billion on December 18, 2007. In the UK, stocks surged into the summer making the August 2007 slide even more violent than in continental Europe. But similar inflation worries limited the Bank of England to one 0.25% rate reduction despite a clea rly weakening housing market. The MSCI UK^® Index⁽⁵⁾ fell 1.4% in the second half of the reporting period and returned 8.36% for the year ended December 31, 2007.

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

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

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

⁽⁴⁾ The MSCI Japan^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.

⁽⁵⁾ The MSCI Europe ex UK^® Index is a free float rising adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.

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

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 Portfolio's performance is subject to change since the period's end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.ingfunds.com to obtain performance data current to the most recent month end.

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

ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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, CFA, Vice President and Senior Portfolio Manager and Brendan Healy, CFA, Vice President and Portfolio Manager, American Century Investment Management, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class S shares provided a total return of (2.00)% 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 (0.17)% and 5.49%, respectively, for the same period.

Portfolio Specifics: Stocks struggled for most of the one-year reporting period, providing a challenging market environment for the Portfolio. The slowing U.S. economy, the sub-prime meltdown, and subsequent credit crisis weighed on investors, who gravitated toward companies that were already strong performers; this momentum bias did not fit well with the Portfolio's investment approach, which seeks stocks that are undervalued by the market. In addition, growth stocks outperformed value across the capitalization spectrum.

The Portfolio benefited from strong security selection in the information technology sector, with most of the gains coming from large leading software and technology companies. A significant holding was software giant Microsoft Corp., which benefited from strong sales of its new Vista operating system and Office 2007. Hewlett-Packard Co. continued to gain ground in the PC market and moved into high-end enterprise printing equipment.

Our position in consumer staples benefited performance as the U.S. economy slowed and investors sought out companies that provide everyday goods and services. During difficult economic times, consumer staples stocks, we believe, are regarded as sound, defensive investments. Moreover, our preference for large industry leaders proved advantageous as many of these names outperformed the primary benchmark. Pepsi Bottling Group, Inc. and Coca-Cola Co., for example, gained about 30% during the period. Despite higher commodity costs, Pepsi Bottling Group, Inc. announced a healthy increase in profit. Meanwhile, Coca-Cola Co. reported growing revenues and bought back a large number of its shares.

Financial stocks — the Portfolio's largest single position, but a relative underweight nonetheless — represented our largest sources of underperformance versus the primary benchmark. Many financial firms came under pressure amid the fallout in the sub-prime lending category. Three of our top detractors were Freddie Mac, a stockholder-owned corporation chartered by Congress to keep money flowing to mortgage lenders in support of home ownership; Washington Mutual, a major thrift involved in mortgage finance; and Citigroup, Inc., a diversified global financial services company. All three stocks declined on news of wider-than-expected losses resulting from housing weakness and the deterioration of mortgage credit.

Although the Portfolio's position in the energy sector contributed on an absolute basis, it underperformed in relative terms. Energy stocks, specifically oil and gas companies, provided the strongest results for the Russell 1000^® Value Index. Because of valuations, we held a smaller-than-the-benchmark allocation, which was a drag on results.

Current Strategy & Outlook: The Portfolio is designed for investors seeking long-term capital growth who can tolerate relatively moderate share price fluctuations compared with volatility from more aggressive, growth-oriented investments. We believe 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 in favor.

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 attractiveness of individual companies.

As of December 31, 2007, the Portfolio was broadly diversified, with continued overweight positions in the information technology and health care sectors. Our valuation work contributed to our smaller relative weightings in utilities stocks. We have also continued to find greater value opportunities among mega-cap stocks and have maintained our bias toward these firms.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

ExxonMobil Corp.	4.9	%
General Electric Co.	4.2	%
Chevron Corp.	3.4	%
AT&T, Inc.	3.2	%
Citigroup, Inc.	3.1	%
Bank of America Corp.	3.0	%
Royal Dutch Shell PLC ADR	2.6	%
JPMorgan Chase & Co.	2.4	%
ConocoPhillips	2.3	%
Johnson & Johnson	2.3	%

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

Portfolio holdings are subject to change daily.

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, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		(1.72	)%		11.61	%		4.94	%
Class S		(2.00	)%		11.33	%		4.66	%
Class ADV		(2.17	)%		11.08	%		4.40	%
Russell 1000^® Value Index⁽¹⁾		(0.17	)%		14.63	%		9.23	%⁽³⁾
S&P 500^® Index⁽²⁾		5.49	%		12.83	%		6.14	%⁽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 SMALL-MID CAP VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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, 2007, the Portfolio's Class S shares provided a total return of (2.90)% compared to the Russell 2500^TM Value Index⁽¹⁾ and Standard & Poor's ("S&P") Small Cap 600/Citigroup Value Index⁽²⁾, which returned (7.27)% and (5.54)%, respectively, for the same period.

Portfolio Specifics: Small-Cap Value — Stocks struggled for most of the one-year reporting period, providing a challenging market environment for the Portfolio. The slowing U.S. economy, the sub-prime meltdown, and subsequent credit crisis weighed on investors, which began to gravitate toward companies that were already strong performers. Generally, growth stocks also outperformed value stocks across the capitalization spectrum.

Our emphasis on high-quality stocks and our risk-controlled investment approach helped mitigate the impact of the market volatility on the Portfolio's performance. Moreover, in a difficult year for value investing, our quality bias positioned the Portfolio to benefit from the acquisitions and leveraged buyouts that occurred over the period. More than two dozen of our names were bought by strategic and financial acquirers, a testament to the quality of the companies we typically seek out.

The Portfolio's underweight in the financial sector was one of the top contributors to relative performance, and stock selection boosted results further. Because of our valuation work, we had less exposure than the benchmark to real estate investment trusts ("REITs"). REITS, which comprise nearly 10% of the Russell 2000^® Value Index, posted negative results while the Portfolio benefited from its much smaller average stake of around 4.5%.

Many financial firms came under pressure amid the fallout in the sub-prime lending category and suffered further in the credit crisis that followed. We successfully sidestepped broader damage in favor of names that suffered lesser declines. However, one holding was a top detractor. Triad Guaranty, Inc., which provides private mortgage insurance, lost its largest customer — American Home Mortgage Investment Corp. — to bankruptcy in August. This is expected to have a significant impact on the company's earnings in the months ahead.

Our overweight in the industrials sector enhanced performance. Effective stock selection across several industries — specifically, the machinery, aerospace and defense, and commercial services and supplies segments — also boosted our progress versus the benchmark. A key holding was Alliant Techsystems, Inc., a major producer of commercial and military ammunition. Alliant Techsystems, Inc. has enjoyed solid growth and earnings and is expected to benefit from new contracts and strategic acquisitions. Another notable contributor was FTI Consulting, Inc., a global provider of bankruptcy, restructuring, and forensic services. The company's stock nearly doubled as FTI Consulting, Inc. exceeded earnings expectations on greater demand for bankruptcy services in the midst of the sub-prime turmoil.

There were two areas of relative weakness for the Portfolio during the period — materials and consumer staples. Stock prices in both sectors have been momentum-driven and did not meet our valuation criteria. As a result, they have not merited sizeable exposure, which modestly detracted when they outperformed for the benchmark. For example, we held an underweight position in CF Industries Holdings, a major distributor of fertilizer products, whose earnings were propelled by rapidly rising prices for nitrogen and phosphate.

Mid-Cap Value — Stocks struggled for most of the one-year reporting period, providing a challenging market environment for the Portfolio. The slowing U.S. economy, the sub-prime meltdown, and subsequent credit crisis weighed on investors, who favored lower dividend yields over higher dividend yields, and low balance sheet quality versus over high balance sheet quality. Overall, growth stocks outperformed value across the capitalization spectrum. Against that market backdrop, the Portfolio benefited from strong security selection.

Our mix of consumer staples companies contributed to performance. Boosting results was an overweight to several names not represented in the benchmark. Specifically, we owned Kraft — the largest branded food company in the U.S. — which added value as its stock traded on its own fundamentals after the company's spin-off from Altria Group. Kraft Foods, Inc. has also invested in new product development, improved marketing, and is considering the divestiture of non-core businesses. Diamond Foods, Inc., which processes and distributes nuts and other snack foods, beat earnings forecasts as it continued to improve operating performance, expand sales channels, and accelerate earnings growth.

The consumer discretionary sector was another bright spot. Many investors shied away from these stocks in response to the housing downturn and slowing economic growth. Our favorable relative performance was the result of an underweight and strong security selection, including a lack of exposure to homebuilders and media companies. Both industries were down for the benchmark.

Meanwhile, an overweight in health care boosted performance. Our holdings in health care equipment, for example, added materially to results. The industry also provided a top performer — Symmetry Medical Inc., a leading maker of surgical implants, instruments and other devices, that benefited from growing revenues and increased market opportunities. Strong security selection in the information technology sector was another contributor to relative returns, particularly holdings in the electronic equipment and semiconductor segments.

Despite an underweight position, our allocation to the financial sector — and specifically, our overweight in thrifts and our mix of insurance stocks — was a drag on results. Two of our top detractors were MGIC Investment Corporation, the nation's largest private mortgage insurer, and Ambac Financial Group, Inc., a leading municipal bond insurer. Although non-traditional mortgage activity comprised a small percentage of these companies' businesses, both had greater-than-expected exposure to mortgage-related losses. Because of the subsequent capital issues, we sold both holdings.

The Portfolio's underweight in energy — the best performer in the benchmark — hurt relative results. Because of valuations, we did not own certain energy companies, such as Hess Corp. and Noble Energy, Inc., that boosted the benchmark's performance.

Current Strategy & Outlook: Small Cap Value — The Portfolio is designed for investors seeking long-term capital growth who can tolerate relatively high share price fluctuations. The Portfolio may serve a diversifying role in a portfolio. As of December 31, 2007, the Portfolio was broadly diversified, with an overweight position in industrials and an underweight position in financials relative to the benchmark.

Mid Cap Value — The Portfolio is designed for investors seeking long-term capital growth by investing in medium-sized companies. The Portfolio may serve a diversifying role in a portfolio. As of December 31, 2007, we continued to see opportunities in health care and consumer staples stocks, reflected by our overweight positions in these sectors relative to the benchmark. Our fundamental analysis and valuation work contributed to our smaller relative weightings in financials and energy stocks.

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 we believe are undervalued, we will structure exposure to stocks and market segments as warranted based on the attractiveness of individual companies.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

Bemis Co.	1.7	%
Sybase, Inc.	1.6	%
Parametric Technology Corp.	1.6	%
International Speedway Corp.	1.2	%
Puget Energy, Inc.	1.1	%
iShares S&P MidCap 400 Index Fund	1.1	%
Southwest Gas Corp.	1.1	%
Portland General Electric Co.	1.1	%
Aspen Insurance Holdings Ltd.	1.0	%
iShares S&P SmallCap 600 Index Fund	1.0	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		(2.70	)%		14.97	%		9.15	%
Class S		(2.90	)%		14.72	%		8.88	%
Class ADV		(3.17	)%		14.42	%		8.60	%
Russell 2500^TM Value Index⁽¹⁾		(7.27	)%		16.17	%		10.13	%
S&P SmallCap 600/Citigroup Value Index⁽²⁾		(5.54	)%		15.61	%		8.55	%

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.

ING BARON ASSET PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 9.25% compared to the Russell Midcap^® Index⁽¹⁾, which returned 5.60% for the same period.

Portfolio Specifics: Industries that had the most positive contribution over the one-year reporting period include energy & energy services and financial services-brokerages & exchanges.

Energy & energy services industry had the most positive impact on the Portfolio's performance during 2007, led by Sunpower Corp ("SPWR"), a manufacturer of silicon based photovoltaic solar panels (which convert sunlight to electricity) had an extremely good year in 2007. By our estimates, it increased its output of solar cells by nearly 100% and announced plans to double plant capacity again in 2008. SPWR also structured key arrangements with its raw material suppliers which will enable it to have great visibility for 2008 and 2009 module production. Finally, SPWR completed a key strategic merger early in the year. The merger, with a company called Power Light, enabled SPWR, we believe, to get presence in the larger-scale power plant market and increased its international presence.

The financial services-brokerages & exchanges industry also had a positive impact on performance for 2007, as all five of its holdings were up during the year with Charles Schwab Corp. leading the way. Charles Schwab Corp. continued to report impressive net new asset inflows from its customers, delivering on management's ambitious goal for the year. Account growth and trading metrics were also strong. The prudence of the company's management was highlighted as Charles Schwab Corp. avoided the credit market losses that plagued many other financial institutions.

Real estate and the consulting industry were the worst performing industries in 2007. The real estate industry had the most negative impact on performance due to the decline of all three of the Portfolio's holdings, CB Richard Ellis Group, Inc., St. Joe Co. and Forest City Enterprises, Inc. Shares of CB Richard Ellis Group, Inc., the world's largest full-service commercial real estate services firm, fell sharply during late-2007 over concerns surrounding its vulnerability to a slowdown in the commercial real estate market. The market is particularly concerned about whether the company's unit that advises on the sales of commercial properties will be negatively impacted for a sustained period by turmoil in the credit markets, which has made it very challenging for purchasers to finance real estate acquisitions.

The consulting industry had the second most negative impact on performance, due to both of the Portoflio's holdings, Gartner, Inc. and Corporate Executive Board Co. The Gartner Events division suffered from a decline in exhibitor sales as a result of a change in leadership, which left sales positions vacant. However, Gartner's research metrics continue to be outstanding, which we believe is the true driver of shareholder value over the long term. Corporate Executive Board Co. shares fell as contract value growth failed to accelerate as quickly as we hoped. We believe that contract value growth is poised to increase by the second quarter in 2008, positioning the company to generate better than expected results in 2009 and beyond.

The top five most positively impacting stocks were: Sunpower Corp, Stericycle, Iron Mountain, Charles Schwab and Wynn Resorts. The top five most negatively impacting stocks were; Lamar Advertising, CB Richard Ellis Group, Brookdale Senior Living, Gartner, Inc. and Corporate Executive Board Co.

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 and we expect that their share prices will reflect their attractive prospects.

Top Ten Holdings
as of December 31, 2007
(as a percent of net assets)

Iron Mountain, Inc.	2.5	%
Charles Schwab Corp.	2.5	%
CME Group, Inc.	2.4	%
Eaton Vance Corp.	2.4	%
Arch Capital Group Ltd.	2.3	%
Polo Ralph Lauren Corp.	2.2	%
Lamar Advertising Co.	2.1	%
Wynn Resorts Ltd.	2.1	%
CH Robinson Worldwide, Inc.	2.1	%
Covance, Inc.	1.9	%

Portfolio holdings are subject to change daily.

* Effective January 24, 2008, Ronald Baron no longer manages the Portfolio.

PORTFOLIO MANAGERS' REPORT

ING BARON ASSET PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			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		9.25	%		10.36	%		—			—
Class S		8.92	%		—			7.44	%		—
Class ADV		8.66	%		—			—			9.81	%
Russell Midcap^® Index⁽¹⁾		5.60	%		10.32	%⁽²⁾		7.22	%⁽³⁾		7.94	%⁽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

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, 2007, the Portfolio's Class S shares provided a total return of 6.11% compared to the Russell 2000^® Index⁽¹⁾, which returned (1.57)% for the same period.

Portfolio Specifics: Industries that had the most positive contribution over the one-year reporting period include energy & energy services and education.

Energy & energy services industry made the largest contribution to the Portfolio's gain, led by Sunpower, Corp. Our energy investments in 2007 directly benefited from the increase in oil as the benchmark price rose from $61 per barrel to begin 2007 to just under $96 per barrel to finish the year. The rise was driven by worldwide demand growth of about 1.1%, led by emerging markets in South America and Asia, as supply growth remained in check due to the maturity of existing fields, disruptions caused by political turmoil in key producing regions and the continued cohesion within the Organization of the Petroleum Exporting Countries ("OPEC").

The education industry had the second most positive impact on the Portfolio's performance mainly due to DeVry, Inc., which is generating significant operating leverage from continued improving enrollment trends combined with prior cost-cutting and real estate rationalization activities. Investors were encouraged that these levels could be surpassed as enrollment builds.

Financial services-community banks and chemical were the worst performing industries in 2007. Financial services firms, particularly community banks, in the latter half of 2007 erased all the gains made in the first six months. There were two primary reasons. First, falling housing prices led to increased mortgage and construction loan delinquencies, and ultimately write-offs. Second, community banks found themselves forced to compete with troubled financial firms offering high deposit rates. Yet, loan rates declined. Thus, the rate paid to money going out (deposit interest) remained high, while money coming in (loan payments) fell. These two factors coupled with the overall lack of liquidity in the market (following the sub-prime crisis) made community bank shares under-perform.

The chemical industry had the second most negative impact mainly due to Symyx Technologies. Symyx Technologies experienced a very difficult year. Revenue guidance was lowered because of a host of issues. The expected renewal of the ExxonMobil Corp. contract occurred at only 80% of its prior level. Delays with four major pharmaceutical customers and the loss of three chemical collaborators resulted in lower sales. While the company is taking steps to rectify the problem with the promotion of Isy Goldwasser to CEO and the hiring of additional salesmen, the timing of the turnaround is unclear and we exited the position.

The top five most positively impacting stocks were: Sunpower Corp, Intuitive Surgical, Inc., Devry Inc., Chipotle Mexican Grill and Wynn Resorts. The top five most negatively impacting stocks were; Symyx Technologies, WellCare Group, Isle of Capri Casinos, CB Richard Ellis Group and DSW Inc.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

DeVry, Inc.	2.6	%
Sunpower Corp.	2.4	%
Equinix, Inc.	1.9	%
J Crew Group, Inc.	1.9	%
Dick's Sporting Goods, Inc.	1.7	%
Ralcorp Holdings, Inc.	1.7	%
FCStone Group, Inc.	1.6	%
Core Laboratories NV	1.5	%
Cohen & Steers, Inc.	1.5	%
Healthways, 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, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		6.36	%		17.82	%		12.92	%
Class S		6.11	%		17.51	%		12.64	%
Class ADV		5.80	%		17.22	%		12.34	%
Russell 2000^® Index⁽¹⁾		(1.57	)%		16.25	%		8.75	%

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

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

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 3.21% compared to the Russell 2000^® Value Index⁽¹⁾, which returned (9.78)% for the same period.

Portfolio Specifics: 2007 marked a challenging period for managers and investors alike largely attributable to the challenging environment caused by continued deterioration in the housing and credit markets, combined with slowing domestic growth.

The Portfolio's performance relative to the benchmark was mostly attributable to strong stock selection in the industrial, financial and consumer discretionary sectors. Industrials on average returned 31.6% compared to 1.4% for industrial companies in the Russell 2000 Value^® Index. Investments that continued to perform particularly well included JA Solar Holdings Co., Ltd. ADR, the China based manufacturer of photovoltaic (solar) cells, and several aerospace companies such as BE Aerospace, Inc., Barnes Group, Inc. and Edo Corp. Transportation and general industrial companies also fared well.

Positive stock selection within the volatile financials group allowed the strategy to steer clear of larger losses suffered by the Russell 2000^® Value Index within this group. The Portfolio was underweight real estate investment trusts ("REITs") and banks, thereby avoiding the numerous woes of the sector. On a stock specific basis, upscale hotel REIT Equity Inns contributed to performance as it agreed to be acquired.

Consumer discretionary stock selection also contributed to performance with the likes of Bally Technologies in the gaming industry and Tupperware Corp within consumer staples.

Slightly offsetting the positive performance were a handful of consumer and financial names including Brown Shoe Co., Inc. and Carmike, on the consumer side, and Colonial BancGroup, Inc. and Umpqua Holdings Corp., on the banking side.

Throughout the year, companies in the aerospace, machinery and commercial services space have provided strong boosts to performance. With the continued weakness of financial company shares, it is also worth noting that our continued underweight to the group combined with good stock selection was beneficial to performance. Our stock selection process has helped us to avoid many weaker names, while directing our attention to solid investments especially within the insurance industry. Weaker areas in terms of relative performance included materials, health care and utilities.

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.

Heading into 2008, the process that drives stock selection and portfolio construction remains intact. Looking for attractively valued stocks whose upward inflection points signal possible potential upside in the names has led to an overweight to industrials, consumer discretionary and health care stocks. Where fewer opportunities exist, we have underweight positions. These include financials, utilities and technology names. While we remain cognizant of macro issues and events, these occurrences do not drive our stock selection methodology. We adhere to an approach where a thorough examination of the fundamentals determines to which value opportunities we gain exposure, and the value traps we avoid.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

Alexandria Real Estate Equities, Inc.	1.1	%
Actuant Corp.	1.1	%
Digital Realty Trust, Inc.	1.1	%
Magellan Health Services, Inc.	1.1	%
Esterline Technologies Corp.	1.1	%
Assured Guaranty Ltd.	1.1	%
Exterran Holdings, Inc.	1.1	%
Rockwood Holdings, Inc.	1.1	%
Aspen Insurance Holdings Ltd.	1.1	%
Universal Corp.	1.1	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING COLUMBIA SMALL CAP VALUE II PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Class I April 28, 2006			Since Inception of Class S May 1, 2006			Since Inception of Class ADV December 29, 2006
Class I		3.21	%		2.93	%		—			—
Class S		2.97	%		—			2.99	%		—
Class ADV		2.73	%		—			—			2.71	%
Russell 2000^® Value Index⁽¹⁾		(9.78	)%		(1.27	)%⁽²⁾		(1.27	)%		(9.78	)%⁽³⁾

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.

⁽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.

⁽³⁾ Since inception performance of the index is shown from January 1, 2007.

ING DAVIS NEW YORK VENTURE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING Davis New York Venture 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, 2007, the Portfolio's Class S shares provided a total return of 4.16% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned 5.49% for the same period.

Portfolio Specifics: The energy sector was the top-performing sector of the S&P 500^® Index. Energy companies were also the most important contributor to the Portfolio's performance over the year. The Portfolio's energy companies out-performed the corresponding sector within the S&P 500^® Index (up 45% versus 34% for the S&P 500^® Index) and the Portfolio also benefited from a higher relative average weighting in this sector (13% versus 11% for the S&P 500^® Index). ConocoPhillips, Occidental Petroleum Corp., China Coal Energy Co., Devon Energy Corp., EOG Resources, Inc., and Transocean, Inc. were among the top contributors to performance.

The Portfolio made a significant investment in consumer staple companies, and they were the second most important contributor to performance. The Portfolio's consumer staple companies out-performed the corresponding sector within the S&P 500^® Index (up 21% versus 14% for the S&P 500^® Index) and the Portfolio also benefited from a higher relative weighting in this sector (14% versus 10% for the S&P 500^® Index). Altria Group, Inc. and Costco Wholesale Corp. were among the top contributors to performance.

The Portfolio managers have identified a number of investment opportunities in foreign companies. The Portfolio ended the period with approximately 13% of its assets invested in foreign companies. As a group, the foreign companies owned by the Portfolio out-performed the S&P 500^® Index over the period.

The most important detractors from performance relative to the S&P 500^® Index over the year were that the Portfolio had a higher weighting in financial companies, which was a poorly performing sector, a lower weighting in information technology companies, which was a strongly performing sector, and poor stock selection among material companies.

The financial sector was the worst performing sector of the S&P 500^® Index. The Portfolio's financial companies out-performed the corresponding sector within the S&P 500^® Index (down 9% versus down 19% for the S&P 500^® Index), but were still the largest detractor from performance. A higher relative average weighting in this sector (38% versus 21% for the S&P 500^® Index) detracted from both absolute and relative performance. While Berkshire Hathaway, Inc. was among the top contributors to performance, Citigroup, Inc., American International Group, Inc., Wachovia, American Express Co., Moodys, Ambac Financial Group, Inc., and E*Trade Financial Corp. were among the top detractors from performance.

The weak performance of the Portfolio's consumer discretionary companies (down 14% versus down 13% for the S&P 500^® Index), along with a higher relative average weighting in this sector (11% versus 10% for the S&P 500^® Index) detracted from both absolute and relative performance. While Amazon.com, Inc. was among the top contributors to performance, Comcast Corp. and Harley Davidson, Inc. were among the top detractors from performance.

Current Strategy and Outlook: We have built 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 three companies dropped out of the Portfolio's top 10 holdings, Tyco International Ltd., Comcast Corp, and Wells Fargo. The Portfolio continues to own all three companies, but in reduced amounts. Three new additions to the Portfolio's top 10 holdings at year-end were Devon Energy Corp., Microsoft Corp., and Loews Corp, all of which were top 20 holdings at the beginning of the year.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

ConocoPhillips	4.5	%
American Express Co.	4.0	%
Altria Group, Inc.	3.9	%
Costco Wholesale Corp.	3.8	%
American International Group, Inc.	3.5	%
Berkshire Hathaway, Inc. - Class A	3.3	%
JPMorgan Chase & Co.	2.9	%
Devon Energy Corp.	2.6	%
Microsoft Corp.	2.3	%
Loews Corp.	2.3	%

* Excludes short-term investments related to commercial paper.

Portfolio holdings are subject to change daily.

* On July 12, 2007, the Board of Trustees of ING Partners, Inc. approved changing the Portfolio's name from "ING Davis Venture Value Portfolio" to "ING Davis New York Venture Portfolio", effective on or about August 20, 2007.

PORTFOLIO MANAGERS' REPORT

ING DAVIS NEW YORK VENTURE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		4.43	%		13.74	%		6.35	%
Class S		4.16	%		13.44	%		6.08	%
Class ADV		3.91	%		13.17	%		5.83	%
S&P 500^® Index⁽¹⁾		5.49	%		12.83	%		6.14	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Davis New York Venture 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 JPMORGAN INTERNATIONAL PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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, 2007, the Portfolio's Class I shares provided a total return of 10.12% compared to the Morgan Stanley Capital International Europe, Australasia and Far East^® Index⁽¹⁾ ("MSCI EAFE^®Index"), which returned 11.17% for the same period.

Portfolio Specifics: The Portfolio seeks to be diversified by region and sector, with stock selection as the primary source of performance. At the regional level, exposure in the emerging markets, Japan and the U.K. contributed to performance, while holdings in Europe ex-U.K. and Asia Pacific ex-Japan weighed on relative performance. Contributors at the sector level came from energy and materials, while financials and telecommunications hurt returns.

At the stock level, contributors included Brazilian oil and gas company Petroleo Brasileiro SA ADR. Shares reflected the strength in crude oil and the company's continued success of its exploration program as well as investors' appetite for emerging markets. The crude oil market remained buoyant throughout the year as geopolitical tensions coupled with strong demand to perpetuate perceptions of market tightness. Shares of CVRD, the Brazilian diversified mineral company, also contributed to returns as the market became increasingly focused on news about an early positive settlement of iron ore price negotiations.

Alternatively, Wolseley PLC, a distributor of plumbing and heating equipment, was a major detractor in the period, as its U.S. division was negatively affected by housing woes. The company derives over half of its revenues from the U.S. There were also concerns that ongoing rate hikes in the U.K. might be detrimental to the company, as its debt levels jumped following last year's purchase of DT Group. More recently, the company reported its first profit decline in six years.

Also detracting from performance was the U.K.-based bank Barclays PLC. Despite impressive performance from its Barclays Capital division in recent years, the bank's stock suffered with the rest of the financial sector due to concerns over the U.S. sub-prime mortgage market.

Current Strategy and Outlook: We believe the optimism for the global economy that pervaded the early months of 2007 has been replaced with a mood of somber caution, as markets continue to focus on the tension between concerns about inflation and the desire for lower interest rates heading into 2008. Financial markets remain fragile despite recent rounds of capital-raising, as risk aversion has become an increasingly common theme. The provision of extra liquidity by central banks and the recent interest rate cuts in the U.S. and the U.K. have assisted in redressing the problems, but the necessity of these actions, especially against the backdrop of ongoing inflationary pressures, underscores the stress in the system.

A slowdown in economic activity in the U.S. has already occurred. While an official recession may be averted, it is unclear as to what factors will drive a recovery in the U.S. economy. A key point of conjecture is the extent to which this slowdown will affect the rest of the global economy. Asian economies continue to power ahead, at least for now, while Europe in aggregate remains solid, despite weakness in a couple of notable geographies, where housing markets have started to soften considerably.

The recent credit market turmoil seems to have tempered investors' risk appetite, and we continue to expect quality to come back into focus. We believe that the Portfolio should be well-positioned to benefit from this shift, given its focus on high-quality names.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

Total SA	3.8	%
HSBC Holdings PLC	3.0	%
ENI S.p.A.	2.7	%
Vodafone Group PLC	2.7	%
Tesco PLC	2.4	%
E.ON AG	2.2	%
Nestle SA	2.1	%
Standard Chartered PLC	2.1	%
Siemens AG	2.1	%
Nokia OYJ	2.0	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING JPMORGAN INTERNATIONAL PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			10 Year			Since Inception of Classes S and ADV December 10, 2001
Class I		10.12	%		17.93	%		7.54	%		—
Class S		9.76	%		17.65	%		—			10.34	%
Class ADV		9.54	%		17.36	%		—			10.07	%
MSCI EAFE^® Index⁽¹⁾		11.17	%		21.59	%		8.66	%		14.24	%⁽²⁾

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, 2001.

ING JPMORGAN MID CAP VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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

Performance: For the year ended December 31, 2007, the Portfolio's Class S shares provided a total return of 2.34% compared to the Russell Midcap^® Value Index⁽¹⁾, which returned (1.42)% for the same period.

Portfolio Specifics: The Portfolio outperformed its benchmark, the Russell Midcap^® Value Index, mostly due to stock selection in the financial and consumer discretionary sectors, while stock selection in energy and materials detracted.

At the stock level, shares of Williams Cos., Inc. soared over the period, prompted by the sale of the majority of its power trading business to Bear Stearns and consecutive quarters of impressive earnings helped by increased natural gas production, higher margins and new pipeline rates. The sale of its power business was expected to reduce both earnings volatility and borrowing costs while allowing the company to focus its efforts on its core natural gas business. The divestiture could provide a catalyst for restoration of its investment-grade credit rating and removes a business segment which concerned investors given the volatility of its contribution to earnings.

Another top contributor to performance was Assurant Inc., a U.S. specialty insurer. The company reported solid earnings results throughout the year, driven by increased premium growth in its specialty property unit and higher-than-expected investment income. Analysts revised earnings estimates upward, based on lower-than-expected year-to-date catastrophic losses and increased volumes in its creditor-placed homeowner's business as homeowner's insurance policies have been allowed to lapse and mortgage foreclosures continue to mount.

Detracting from performance was M&T Bank Corp., a Mid-Atlantic regional bank, as concerns over sub-prime mortgages significantly devalued its portfolio of Alt-A mortgage loans, causing an earnings shortfall early in the year. M&T Bank Corp. also posted disappointing third-quarter results due to losses from loans affected by rising delinquencies and depreciation of its investment in a Florida commercial mortgage lender.

Old Republic International Corp., an insurer, also detracted from performance. While the company posted solid results in its property segment, declining revenues in its mortgage guaranty and title insurance segments pressured results.

Sector allocations are a byproduct of our bottom-up stock selection process. The two largest Portfolio sector overweights were in health care and telecommunications for which we have strong conviction in the underlying fundamentals of our holdings. Stock selection in healthcare and telecommunications contributed to results.

The two largest sector underweights in the Portfolio were information technology and materials. Stock selection in information technology contributed to performance while stock selection in materials detracted. We typically underweight the information technology sector as we believe that many technology firms lack the stable business models that meet our investment criteria. We continue to underweight materials as we believe it is difficult to find attractive valuations in this sector.

Current Strategy and Outlook: We employ a bottom-up approach to stock selection, constructing the Portfolio based on company fundamentals, quantitative screening and proprietary fundamental analysis. Our aim is to identify undervalued companies that we believe 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, 2007
(as a percent of net assets)

Synovus Financial Corp.	2.5	%
Williams Cos., Inc.	2.3	%
Coventry Health Care, Inc.	2.2	%
Assurant, Inc.	2.1	%
Devon Energy Corp.	2.1	%
Cincinnati Financial Corp.	2.0	%
American Electric Power Co., Inc.	1.8	%
PG&E Corp.	1.8	%
M&T Bank Corp.	1.8	%
Brown-Forman Corp.	1.8	%

* 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, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		2.61	%		15.46	%		12.02	%
Class S		2.34	%		15.19	%		11.73	%
Class ADV		2.06	%		14.88	%		11.44	%
Russell Midcap^® Value Index⁽¹⁾		(1.42	)%		17.92	%		12.10	%

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

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

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of (1.61)% 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 11.40% and 5.49%, respectively, for the same period.

Portfolio Specifics: Significant contributors to performance for the one-year reporting period included, Anadarko Petroleum Corp. and Weatherford International Ltd. in energy, L-3 Communications Holdings, Inc. in industrials, and Genzyme Corp., Biogen Idec, Inc., and ImClone Systems Inc. in health care. We believe Anadarko Petroleum Corp., and the energy exploration and production sector in general, benefited from growth in production, successful new finds in the Gulf of Mexico and the ability to pay down debt at a faster pace than expected.

The leading detractors from Portfolio performance during the year were Merrill Lynch & Co., Inc. in financials, Comcast Corp. (Class A Special) in consumer discretionary, Forest Laboratories Inc. and Amgen, Inc. in health care, Micron Technology Inc. in information technology, and Time Warner, Inc. in consumer discretionary. We believe Merrill Lynch & Co., Inc was hurt by concerns about troubles in the U.S. housing market.

During the year, an overweight position in the energy sector made a positive contribution to Portfolio performance relative to the benchmark, Russell 3000^® Growth Index. The Portfolio's overweight positions in the consumer discretionary, financial and health care sectors detracted from relative performance. Underweight positions in materials, information technology and consumer staples also detracted from performance during the quarter. The Portfolio had no significant holdings in the utilities, materials, telecommunications services and consumer staples sectors.

The Portfolio's sector allocation and subsequent overweight or underweight positions were effectively a byproduct of the manager's bottom-up stock selection process rather than the result of any top-down strategy or questions of benchmark sensitivity.

Current Strategy and Outlook: Our 2008 outlook focuses on psychology, monetary conditions and valuation. We remind investors that the stock market tends, in our opinion, to bottom on fear/pessimism and normally peaks on euphoria/greed. Clearly, we feel we are much closer to the former. The financial stress of 2007 has helped create a much more accommodative Federal Reserve Board, which has cut the federal funds rate by 100 basis points (1.00%) and the discount rate by 150 basis (1.50%) points since the summer and continues to inject reserves into the system to maintain liquidity. On a broad market basis, we believe valuations remain attractive. Given strong cash balances for many corporations, we expect merger and acquisition ("M&A") activity to remain robust.

The success or failure of the Portfolio will be determined by the ability of our holdings to grow earnings/cash flows over a sustained period of time while smartly allocating capital. We feel that conditions are in place for the broad market to advance from the levels at which it closed 2007.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

Anadarko Petroleum Corp.	8.0	%
Weatherford International Ltd.	6.7	%
Genzyme Corp.	6.2	%
Biogen Idec, Inc.	6.2	%
UnitedHealth Group, Inc.	5.9	%
Lehman Brothers Holdings, Inc.	4.7	%
Forest Laboratories, Inc.	4.4	%
L-3 Communications Holdings, Inc	4.2	%
Comcast Corp. - Special Class A	3.6	%
Amgen, Inc.	3.6	%

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

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, 2007
	1 Year			5 Year			10 Year			Since Inception of Classes S and ADV December 10, 2001
Class I		(1.61	)%		12.88	%		2.14	%		—
Class S		(1.88	)%		12.60	%		—			2.45	%
Class ADV		(2.11	)%		12.32	%		—			2.20	%
Russell 3000^® Growth Index⁽¹⁾		11.40	%		12.42	%		3.83	%		4.35	%⁽³⁾
S&P 500^® Index⁽²⁾		5.49	%		12.83	%		5.91	%		6.14	%⁽³⁾

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, 2001.

ING LEGG MASON PARTNERS LARGE CAP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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 — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class S provided a total return of 4.63% 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 11.81% and 5.49%, respectively, for the same period.

Portfolio Specifics: The fourth quarter continued the trend that we witnessed in the previous three quarters of calendar 2007. Notably, growth generally outperforming value (as measured by the Russell 1000^® Growth Index and the Russell 1000^® Value Index, respectively) and large company stocks outperforming small company stocks (as measured by the Russell 1000^® Index and the Russell 2000^® Index, respectively).

During the year, Portfolio performance was enhanced by overweight positions in the information technology and consumer staples sectors. The Portfolio also benefited from an underweight position in the telecommunications services sector, where it held no significant positions. The Portfolio was hurt by overweight positions in the consumer discretionary and financial sectors and underweight positions in the energy, materials and industrial sectors. The Portfolio had no substantial holdings in the materials and energy sectors, which were the strongest contributors to the performance of the benchmark index. The Portfolio also had no significant holdings in the industrial sector.

The top performing stocks in the Portfolio during the year were Amazon.com, Inc. in the consumer discretionary sector, Nasdaq Stock Market, Inc. and Berkshire Hathaway, Inc. (Class A) in financials, and Juniper Networks, Inc. and Intel Corp. in the information technology sector. Top performing stocks within the strongest sectors were Amazon.com, Harman International Industrial Inc. and Citadel Broadcasting Corp. in consumer discretionary and Coca-Cola Co., PepsiCo Inc., WM Wrigley Jr. Co. and Procter & Gamble Co. in consumer staples.

Stocks that detracted the most from Portfolio performance were Amgen, Inc. and Genentech, Inc., in health care, Merrill Lynch & Co. in financials, Akamai Technologies, Inc. in information technology and IAC/InterActiveCorp. in consumer discretionary. The biggest detractors within the worst performing sectors were Akamai, Motorola Inc., Yahoo Inc., Red Hat Inc. and Cisco Systems Inc. in information technology and Amgen, Genentech, Vertex Pharmaceuticals Inc., Medtronic Inc and Pfizer Inc. in health care.

Current Strategy and Outlook: We feel the market had clearly started discounting a meaningful slowdown in the global economy (and thus corporate profits) well in advance of the mass media musings that are being written. In our opinion, periods like this usually favor self-funding, counter-cyclical industries like consumer staples, health care, and parts of technology.

Pundits suggest that dislocations and market uncertainty usually end with some sort of financial calamity. We can all agree that the most recent mortgage mess at every level of the food chain qualifies. We would argue that the aggressive write-downs and recent capital raises close the chapter on another period of self-perpetuating indiscretion on behalf of the financial services industry. Mercifully, we think the banks have finally bracketed their respective exposure to spread product and have been realistic on asset prices going forward. The Federal Reserve Board will likely continue to 'come to the rescue,' as long as the dislocations persist to ensure proper liquidity and functionality of the financial system.

As the consumer is approximately two thirds of the gross domestic product ("GDP"), things to watch in the new year include: political direction (or lack thereof); unemployment; capital spending plans of corporations; export levels from emerging markets; direction of already elevated levels of input costs; and retail sales trends.

Top Ten Holdings
as of December 31, 2007
(as a percent of net assets)

Amazon.com, Inc.	9.2	%
Berkshire Hathaway, Inc. - Class A	5.7	%
Genentech, Inc.	4.9	%
Texas Instruments, Inc.	4.1	%
Amgen, Inc.	3.7	%
Electronic Arts, Inc.	3.7	%
Nasdaq Stock Market, Inc.	3.7	%
Intel Corp.	3.4	%
Yahoo!, Inc.	3.3	%
Akamai Technologies, 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, 2007

	1 Year			Since Inception of Classes I, S and ADV May 1, 2003
Class I		4.92	%		8.92	%
Class S		4.63	%		8.63	%
Class ADV		4.42	%		8.38	%
Russell 1000^® Growth Index⁽¹⁾		11.81	%		11.57	%
S&P 500^® Index⁽²⁾		5.49	%		12.66	%

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 SECURITIES PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 7.31% compared to the Lehman Brothers^® Government Bond Index⁽¹⁾, which returned 8.66% for the same period.

Portfolio Specifics: The Portfolio underperformed the benchmark, the Lehman Brothers^® Government Bond Index, over the twelve-month period.

As Treasury securities benefited from a flight to quality, the Portfolio's underweight in the Treasury sector relative to the benchmark was a hindrance to performance. In particular, our large exposure to mortgage-backed securities ("MBS") detracted from performance. As concerns grew that accommodative monetary policy increased the risk of inflation, the Portfolio maintained a position in Treasury inflation protected securities ("TIPS"). Our underweight in Agency bonds also detracted from performance relative to the benchmark. As we chose to focus our spread exposure on the MBS market, agency positions were reduced. The agency market outperformed marginally for the period.

Based on weakening valuations, we continue to add to the Portfolio in non-Treasury (spread) sectors. As yields relative to Treasuries for MBS increase resulting in compelling valuations, we continue to add to our existing positions. Due to the slowdown in housing and negative home price appreciation, we swapped out of lower coupon mortgages into higher coupon mortgages during the last few months of 2007.

In the first half of 2007, the Portfolio was positioned with less than usual exposure to spread products (non-U.S. Treasury securities) due to a conviction that at very tight spread levels, the compensation for risk was low. As the sub-prime crisis unfolded, spreads on non-U.S. Treasuries widened. The Portfolio's exposure to spread product, in the form of MBS, was held at a low level. Spread product positioning contributed to the performance of the Portfolio on an absolute basis. The purchase of highly liquid MBS issued by government-sponsored enterprises, such as Fannie Mae and Freddie Mac, added coupon income (yield) to the Portfolio. The higher yield helped offset price decreases arising from increased market volatility. Adding to performance was the increased position in adjustable-rate mortgages (ARMS). On balance, these holdings offered sufficient coupon income to out yield the benchmark. One of the larger exposures in the Portfolio wa s in adjustable rate debt. The April 1 inclusion of this sub-sector in the Lehman Brothers^® Aggregate Index improved valuations somewhat.

Current Strategy and Outlook: As we look ahead in 2008, we believe investors' main concern will be the extent of the economic slowdown. Weak employment numbers, disappointing manufacturing data and slumping global stock markets at the start of the year have only added to recession fears. All eyes will be on the Federal Reserve Board (the "Fed") to determine how well they can navigate the post sub-prime economy. The Fed's dual mandate to promote economic growth while limiting inflation will be challenged by a crippled banking system, plagued by illiquidity and housing's drag on the economy. While both monetary and fiscal policy makers take steps to alleviate the sub-prime dilemma, uncertainty about the impact of further home price weakening remains chief among investors' concerns.

Top Ten Holdings
as of December 31, 2007
(as a percent of net assets)

Federal National Mortgage Corporation, 5.500%, due 02/01/36	22.8	%
Government National Mortgage Association, 5.500%, due 07/15/36	9.6	%
Federal Home Loan Bank,
5.125%, due 08/14/13	6.4	%
Federal Home Loan Mortgage Corporation, 5.500%, due 01/01/22	4.4	%
U.S. Treasury Bond, 4.500%, due 02/15/36	4.3	%
U.S. Treasury Bond, 4.250%, due 11/15/17	3.6	%
Federal Home Loan Mortgage Corporation, 5.000%, due 04/01/20	3.2	%
Federal Home Loan Mortgage Corporation, 5.500%, due 08/01/22	3.0	%
Federal Home Loan Mortgage Corporation, 5.000%, due 10/01/20	2.4	%
Federal Home Loan Mortgage Corporation, 5.000%, due 04/01/21	2.1	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING LORD ABBETT U.S. GOVERNMENT SECURITIES PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Class I January 3, 2006			Since Inception of Class S January 18, 2006
Class I		7.31	%		5.57	%		—
Class S		7.02	%		—			5.12	%
Lehman Brothers^® Government Bond Index⁽¹⁾		8.66	%		6.04	%⁽²⁾		6.40	%⁽³⁾

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.

ING NEUBERGER BERMAN PARTNERS PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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: For the year ended December 31, 2007, the Portfolio's Class S shares provided a total return of 8.62% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned 5.49% for the same period.

Portfolio Specifics: The year was volatile for the equity markets, but most major indices advanced. In the first half, the strength of earnings and stable interest rate policy lifted stocks, but over the summer concern over the impact of sub-prime mortgage defaults spread to the credit markets, causing a liquidity crunch and dampening enthusiasm for equities. The Federal Reserve Board (the "Fed") stepped in to ease monetary conditions, which helped revive stocks in the fall. However, concern about economic weakness, reflected in slowing retail sales, caused stock declines in the fourth quarter. Within the S&P 500^® Index, the energy sector provided the most substantial gains, followed distantly by utilities and materials. Financials and consumer discretionary suffered substantial losses.

For the year, the Portfolio outperformed the S&P 500^® Index. Energy had the most favorable impact on total return, followed by industrials and materials. Consumer discretionary was the worst laggard, followed by financials. Relative to the index, the Portfolio's stock selection and overweight in energy provided the most favorable impact. Stock selection in industrials and materials were also considerable positives, with overweights in these sectors contributing modestly to results.

Our assessment of the credit crunch has led us to the view that the recovery in housing was likely to be more protracted than we had anticipated. As such, in the third quarter, we made the decision to exit the bulk of our homebuilding (in consumer discretionary) and mortgage-related stocks (in financials), reinvesting the proceeds in retail, energy and industrials. By the fourth quarter, this change paid significant dividends as we limited our exposure to continued trauma in these areas. However, for the year, consumer discretionary and financials, were significant detractors to relative results.

Current Strategy and Outlook: Over the course of 2007, problems in the housing and sub-prime mortgage markets morphed from seemingly narrow issues to factors affecting the entire economy. Now, it's clear from a variety of metrics that economic growth has decelerated substantially. The Fed has taken a number of steps to ease credit conditions, and we hope that the Fed will continue to be vigilant.

We believe it's likely that the economy will manage to avoid a contraction, helped by strong overseas economies, modest domestic inventory levels and low interest rates. Despite these influences, however, many U.S. stocks have been trading down to levels reflecting a potentially protracted recession. While we regret that we did not sell our homebuilders and financial companies sooner, in reinvesting sale proceeds from these stocks, we have found attractive investments in somewhat cyclical retail, industrial and materials names.

We are excited by the presence of what we believe are many attractively valued, quality companies in our Portfolio. Even if the economy worsened beyond our current expectations, we believe that scenario would only postpone what we think could be a considerable opportunity. We remain focused on our investment discipline, believing that buying high quality, dominant companies with strong balance sheets, purchased at value prices, has the potential to provide superior results over the long term.

Top Ten Holdings
as of December 31, 2007
(as a percent of net assets)

Chicago Bridge & Iron Co. NV	3.0	%
Freeport-McMoRan Copper & Gold, Inc.	2.9	%
Berkshire Hathaway, Inc. - Class B	2.9	%
Petroleo Brasileiro SA ADR	2.7	%
Terex Corp.	2.4	%
National Oilwell Varco, Inc.	2.4	%
McDermott International, Inc.	2.3	%
Assurant, Inc.	2.2	%
Noble Corp.	2.1	%
Goldman Sachs Group, Inc.	2.1	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING NEUBERGER BERMAN PARTNERS PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Class I January 19, 2006			Since Inception of Class S January 3, 2006			Since Inception of Class ADV December 29, 2006
Class I		8.85	%		8.22	%		—			—
Class S		8.62	%		—			8.85	%		—
Class ADV		8.40	%		—			—			8.35	%
S&P 500^® Index⁽¹⁾		5.49	%		9.50	%⁽²⁾		10.52	%⁽³⁾		5.49	%⁽⁴⁾

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.

⁽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.

⁽⁴⁾ Since inception performance of the index is shown from January 1, 2007.

ING NEUBERGER BERMAN REGENCY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 2.53% compared to the Russell Midcap^® Value Index⁽¹⁾, which returned (1.42)% for the same period. The Portfolio's distributions included a return of capital of $0.05 per share.

Portfolio Specifics: The year was volatile for the equity markets, but most major indices advanced. In the first half, the strength of earnings and stable interest rate policy lifted stocks, but over the summer concern over the impact of sub-prime mortgage defaults spread to the credit markets, causing a liquidity crunch and dampening enthusiasm for equities. The Federal Reserve Board (the "Fed") stepped in to ease monetary conditions, which helped revive stocks in the fall. However, concern about economic weakness, reflected in slowing retail sales, caused stock declines in the fourth quarter. Within the Russell Midcap^® Value Index, the energy sector provided the most substantial gains followed by materials. Financials and consumer discretionary suffered substantial losses.

For the year, the Portfolio outperformed the Russell Midcap^® Value Index. Energy, industrials, and materials had the most favorable impact on total return. Consumer discretionary was the worst laggard, followed by financials. Relative to the index, the Portfolio's overweight in energy provided the most favorable impact. Stock selection in materials and industrials were also considerable positives, with overweights in these sectors also modestly contributing to results.

Top Ten Holdings
as of December 31, 2007
(as a percent of net assets)

Freeport-McMoRan Copper & Gold, Inc.	3.5	%
Chicago Bridge & Iron Co. NV	2.7	%
Noble Corp.	2.3	%
Terex Corp.	2.2	%
Canadian Natural Resources Ltd.	2.2	%
Constellation Energy Group, Inc.	2.1	%
United States Steel Corp.	2.0	%
FirstEnergy Corp.	2.0	%
Assurant, Inc.	2.0	%
McDermott International, Inc.	1.9	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING NEUBERGER BERMAN REGENCY PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Class I January 3, 2006			Since Inception of Class S January 12, 2006
Class I		2.53	%		4.93	%		—
Class S		2.32	%		—			4.02	%
Russell Midcap^® Value Index⁽¹⁾		(1.42	)%		8.86	%⁽²⁾		8.86	%⁽²⁾

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.

ING OPCAP BALANCED VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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, 2007, the Portfolio's Class S shares provided a total return of (3.97)% 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 5.49%, 7.39% and 6.39%, respectively, for the same period.

Portfolio Specifics: U.S. stocks advanced for most of 2007 before declining in the fourth quarter in response to a slowing rate of economic growth, turmoil in the housing and credit markets, and investor concerns about sharply higher oil prices. Our underperformance in 2007 resulted primarily from the poor returns of our financial stocks, the market's weakest sector. In our view, many financial stocks are undervalued and represent some of the better opportunities in the market following their sell-off in 2007. We believe our financial holdings are well chosen and should be good long-term investments. Our consumer discretionary stocks also detracted from performance, while our telecommunication services and technology investments contributed positively to results.

Among individual stocks, ConocoPhillips (oil and gas) was the top contributor as the share price gained in response to record energy prices. MedImmune, Inc. (biotechnology) rose sharply on its acquisition by pharmaceuticals company AstraZeneca. EMC (data storage) advanced during the first 10 months on strong earnings growth. We sold our investment, taking profits, before the shares fell late in the year. Other contributors included Yum! Brands, Inc. (fast food), Lehman Brothers Holdings, Inc. (investment banking) and Eaton Corp. (diversified manufacturer).

Countrywide Financial (mortgage origination and servicing) was the biggest detractor, falling as turmoil in the housing and mortgage markets worsened. The company reported a third-quarter loss. We expect new home starts to bottom by mid-2008 and new home prices to reach their low toward the end of 2008. In addition, we expect Countrywide to return to profitability by the end of 2008. We think the stock is inexpensive at recent prices. Centex (homebuilding) declined in response to the housing slump. Aircraft design and manufacturing company Boeing (industrial) declined throughout the quarter amid speculation that its 787 program was running further behind schedule than previously announced. We believe Boeing continues to trade at a discount to intrinsic value and are encouraged by their backlog of unfilled orders and competitive position. Other detractors included AMBAC Financial Group, Inc. (municipal bond insurance), Moody's (financial rese arch and credit ratings) and Sepracor (healthcare).

In addition to owning stocks, the Portfolio invests in fixed-income securities to generate income and manage risk. Our fixed-income holdings performed well, outperforming the Lehman Brothers^® Intermediate Government/Credit Bond Index. These holdings consist of a diverse group of higher-quality securities, including short- and intermediate-term corporate securities, long-term U.S. Treasuries, and intermediate-term U.S. Treasury "strips."

Current Strategy and Outlook: Our goal is to generate long-term performance by investing in stocks trading at a discount to our estimate of their intrinsic value. We are focused at this time on owning undervalued stocks that could perform well even if there is an economic recession in 2008 or could benefit substantially from the monetary easing that might accompany a recession. An example is fast-food company, Yum Brands!, Inc., which we expect to continue its rapid growth in China regardless of economic conditions in the US.

In addition to our investments in financial stocks, we have sizable holdings of health care, consumer discretionary and technology issues. We do not own any materials or utility stocks. We think the chances of a recession in the coming months are approximately 50/50. However, we believe a recession, if one does occur, will be relatively mild. Our research indicates that the stock market is somewhat undervalued to fairly valued as 2008 begins. We believe stocks are likely to perform well in the coming year, albeit with some volatility until a clearer picture of the economic outlook emerges.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

ConocoPhillips	7.2	%
Boeing Co	4.8	%
WellPoint, Inc.	4.5	%
U.S. Treasury Note, 3.875%, due 10/31/12	4.1	%
Lehman Brothers Holdings, Inc.	3.8	%
Roche Holding Ltd. ADR	3.5	%
Biogen Idec, Inc.	3.1	%
U.S. Treasury Bond, 5.000%, due 05/15/37	3.0	%
Freddie Mac	2.9	%
U.S. Treasury STRIP, 6.762%, due 02/15/15	2.8	%

* 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 OPCAP BALANCED VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		(3.79	)%		9.66	%		3.57	%
Class S		(3.97	)%		9.38	%		3.32	%
Class ADV		(4.27	)%		9.11	%		3.06	%
S&P 500^® Index⁽¹⁾		5.49	%		12.83	%		6.14	%⁽⁴⁾
Lehman Brothers^® Intermediate Government/Credit Bond Index⁽²⁾		7.39	%		4.06	%		4.84	%⁽⁴⁾
Composite Index⁽³⁾		6.39	%		9.36	%		5.84	%⁽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

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, 2007, the Portfolio's Class S shares provided a total return of 6.35% compared to the Morgan Stanley Capital International ("MSCI") World Index^SM(1) and the MSCI All Country World Index^SM(2), which returned 9.04% and 11.66%, respectively, for the same period.

Portfolio Specifics: In a period of choppy global markets and a credit crunch in the U.S., the Portfolio underperformed its benchmark, the MSCI World Index^SM, for the reporting period.

The most significant contribution to the underperformance of the Portfolio was the Portfolio's lack of holdings of metals and materials stocks and its relative underweight in energy and utilities stocks. Its substantial position in certain technology stocks hurt its relative performance too. Our relative underweight in financials, especially U.S.-based companies, helped returns, as we partially anticipated a more difficult economic environment for financial stocks.

Given the strategic orientation of the Portfolio, which focuses on long-term sustainable competitive advantage and away from commodities, the past year's environment was somewhat unfavorable for our long-term strategy. We had some success in the past year from our investments in our second-largest holding Siemens AG, the German conglomerate, where restructuring continues to deliver value. Also, Nintendo Co. Ltd., which had a blockbuster release of its new Wii gaming platform and continued its dominance of the handheld electronic games business, more than doubled in the past year. Juniper Networks, Inc., one of the world's leading network equipment providers, gained as evidence of the need to increase network capacity in telecom networks mounted. Among our long-term holdings, Vodafone Group plc, our third-largest holding, and Porsche AG, also had good years. Our lack of oil orientation notwithstanding, our investments in the increased complex ity of the oil business also proved to be excellent investments. Transocean, Inc., the world's largest driller and Hyundai Heavy Industries, the world's largest shipbuilder (whose stock we sold and took profits), both had stellar years.

Our largest holding, Telefonaktiebolaget LM Ericsson, the leading wireless network equipment producer in the world had a terrible year, falling considerably, as order shortfalls played havoc with the stock price. We continue to believe that its world leading technology, significant barriers to entry and a compelling valuation presage excellent long term prospects for the company. Japan was the location of many of our poor performers. The lack of growth in the Japanese domestic economy hurt our holdings of Japanese banks. A dramatic reduction in the maximum interest chargeable by finance companies in Japan through a change in regulation hurt our holding in Credit Saison Co. Ltd. Regulatory changes in gaming laws affected the sales of pachinko and pachislot machines which substantially reduced Sega Sammy Holdings, Inc.'s profit and stock price. We are confident that the credit card opportunity in Japan is vast and that Credit Saison Co. Ltd.'s fortunes, while temporarily affected, will be restored and enhanced in the future. One of our most trying holdings has been Advanced Micro Devices, Inc., which declined sharply as a result of missteps and delays. We still believe that the company has much to look forward to if it can execute better.

Current Strategy and Outlook: The Portfolio's investment strategy continues to be focused on identifying long-term structural growth stocks — companies with durable long-term earnings and cash flow growth characteristics, strong economic returns on invested capital, and healthy balance sheets. We continue to like the valuations of large-cap growth companies, particularly technology companies with high barriers to entry and returns on capital.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

Telefonaktiebolaget LM Ericsson	2.9	%
Siemens AG	2.6	%
Vodafone Group PLC	2.4	%
Microsoft Corp.	1.9	%
Hennes & Mauritz AB	1.8	%
Juniper Networks, Inc.	1.8	%
Sony Corp.	1.7	%
eBay, Inc.	1.6	%
LVMH Moet Hennessy Louis Vuitton SA	1.5	%
Credit Suisse Group	1.5	%

* 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, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		6.57	%		17.08	%		11.45	%
Class S		6.35	%		16.51	%		10.94	%
Class ADV		6.04	%		16.24	%		10.69	%
MSCI World Index^SM⁽¹⁾		9.04	%		16.96	%		11.03	%
MSCI All Country World Index^SM⁽²⁾		11.66	%		18.24	%		12.11	%

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

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, Senior Vice President and Portfolio Manager of OppenheimerFunds, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class S shares provided a total return of 8.50% compared to the Lehman Brothers^® Aggregate Bond ("LBAB") Index⁽¹⁾ and the S&P/Citigroup World Government Bond Index⁽²⁾, which returned 6.97% and 10.95%, respectively, for the same period.

Portfolio Specifics: For the reporting period, the Portfolio provided solid returns. We attribute the Portfolio's strong results primarily to the Portfolio's international portfolio, where our emphasis on currencies and securities from emerging markets fared particularly well.

During the summer, a credit crisis in the U.S. sub-prime mortgage sector spread to other parts of the financial markets, causing investors to reassess their attitudes toward risk. A number of highly leveraged hedge funds were forced to liquidate even their more creditworthy holdings to raise cash for redemption requests and margin calls, leading to challenging liquidity conditions in several market sectors. As a result, high yield bonds erased many of their previous gains by year-end. Conversely, prices of U.S. Treasury securities rallied as investor engaged in a "flight to quality." The Federal Reserve Board (the "Fed") intervened in the credit crisis with several reductions in key interest rates, including three cuts in the overnight federal funds rate, which ended the year at 4.25%.

Market conditions in international markets diverged from those in the United States. Robust economic growth in Europe caused the European Central Bank to raise short-term interest rates early in the year, making yields from European bonds more attractive. Bond yields in many Latin American and Asian emerging markets also remained higher than those in the United States. These factors contributed to a steady deterioration in the value of the U.S. dollar, which further enhanced the attractiveness of assets denominated in foreign currencies. Over the summer, in the midst of the U.S. credit crisis, selling pressure increased in the non-government sectors of the international bond markets, leading to sharp declines during July and parts of August. However, international markets generally rebounded as investors recognized that credit problems among U.S. homeowners had little bearing on other parts of the world.

Emerging market bonds represented the primary contributors to the Fund's relative performance. In Latin America, Brazil produced attractive returns over most of the year as its government drew down debt, reduced budget deficits and became more a significant participant in world trade. In Eastern Europe, Turkey prospered through reforms designed to help it qualify for membership in the European Union. Among developed markets, we maintained relatively light exposure to Japan, where bond yields remained very low. Otherwise, we have attempted to diversify holdings across the developed nations of Europe. The Portfolio also benefited from unhedged currency exposure as the U.S. dollar continued to deteriorate relative to most foreign currencies.

We maintained a slightly shorter-than-average duration posture with regard to U.S. Treasury securities over most of the reporting period, as narrow yield differences along the market's maturity range provided little incentive to incur the risks of longer-term bonds. However, because the Portfolio's U.S. government securities portfolio included an allocation to mortgage-backed securities, its performance suffered in the final months of the year due to spillover from the troubled sub-prime mortgage sector. In the high yield bond portfolio, an underweighted position helped the Portfolio weather market volatility, but an emphasis on longer-duration bonds from banks and other financial companies detracted from relative performance.

Current Strategy and Outlook: As of year-end, we expect economic growth to remain stronger in international markets than in the United States. However, we are aware that some emerging markets already have posted impressive rallies, and to reduce risks we recently trimmed the Portfolio's positions in some emerging markets. We believe U.S. government securities should hold up well if the Fed reduces short-term interest rates further. We are more cautious regarding high yield bonds, primarily because we expect default rates to rise in the event of a more severe economic slowdown. In our judgment, the Portfolio is well positioned for these developments. Indeed, enabling investors to participate in fixed-income opportunities wherever they arise is central to our investment philosophy.

Investment Type Allocation
as of December 31, 2007
(as a percent of net assets)

U.S. Government Agency Obligations	21.2	%
Other Bonds	20.7	%
Corporate Bonds/Notes	19.0	%
U.S. Government Agency Obligations	14.7	%
Structured Products	13.8	%
Securities Lending Collateral^cc	6.3	%
Collateralized Mortgage Obligations	3.0	%
Foreign Government Securities	2.6	%
Asset-Backed Securities	1.7	%
Common Stock	1.1	%
U.S. Treasury Obligations	0.2	%
Preferred Stock	0.1	%
Positions In Purchased Options	0.0	%
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, 2007
(as a percent of net assets)

Italy Certificati di Credito del Tesoro, 4.200%, due 07/01/09	1.3	%
Federal National Mortgage Corporation, 5.000%, due 11/01/33	1.0	%
Turkey Government International Bond, 16.000%, due 03/07/12	1.0	%
Federal National Mortgage Corporation, 5.500%, due 02/01/33	0.9	%
Japan Government International Bond, 0.800%, due 01/15/09	0.8	%
New South Wales Treasury Corp., 6.000%, due 10/01/09	0.8	%
Mexican Bonos, 8.000%, due 12/24/08	0.8	%
Federal National Mortgage Corporation, 5.500%, due 01/01/33	0.8	%
Federal National Mortgage Corporation, 5.295%, due 10/01/36	0.8	%
United Kingdom Gilt, 5.750%, due 12/07/09	0.8	%

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

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, 2007
	1 Year			Since Inception of Classes I, S and ADV November 8, 2004
Class I		8.76	%		6.21	%
Class S		8.50	%		5.98	%
Class ADV		8.28	%		5.72	%
LBAB Index⁽¹⁾		6.97	%		4.35	%⁽³⁾
S&P/Citigroup World Government Bond Index⁽²⁾		10.95	%		4.67	%⁽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

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 William H. Gross, CFA, Managing Director and Portfolio Manager, of Pacific Investment Management Company LLC — the Sub-Adviser.

Performance: For year ended December 31, 2007, the Portfolio's Class S shares provided a total return of 9.51% compared to the Lehman Brothers^® Aggregate Bond ("LBAB") Index⁽¹⁾, which returned 6.97% for the same period.

Portfolio Specifics: The Federal Reserve Board (the "Fed") remained on hold through most of the year after pausing in August 2006 with the federal funds rate at 5.25%. However, turmoil in the sub-prime market and a liquidity crunch in the asset-backed commercial paper market drove the Fed to take action. In August 2007, the Fed cut the discount rate by 50 basis points ("bps"), or one-half of a percentage point, to 5.75% to help alleviate liquidity concerns in the financial markets. Subsequently, at its September 18th meeting, the Fed cut both the federal funds rate and discount rate by 50 bps (0.50%), to 4.75% and 5.25%, respectively. Credit markets seized up again late in the fourth quarter after a partial recovery from the initial subprime-related downturn in August and September. Continued writedowns of subprime assets by many of the world's leading bank s did little to assuage concerns about the soundness of their balance sheets.

To deal with this crisis, the Fed cut the federal funds rate by another 50 bps (0.50%) during the fourth quarter, bringing its total rate reductions in 2007 to 100 basis points. In another move designed to get banks lending again, the Fed joined central banks in Canada, the U.K., the European Union and Switzerland to inject more than $90 billion of liquidity into the global financial system via money market auctions. At the end of 2007, the benchmark 10-year U.S. Treasury Note yielded 4.03%, 68 bps (0.68%) lower than at the start of the year.

For the first part of the year, the Portfolio's main detractors were an above-benchmark duration, curve steepening strategies outside the United States (specifically in the United Kingdom), and an underweight to investment-grade corporate bonds. Strong monthly payroll and gross domestic readings in the U.S., a booming British economy, and strong earnings results meant higher yields in the U.S., expectations for rate increases in the U.K, and further tightening of investment-grade spreads. In the second part of this year, however, sub-prime mortgage headlines increased, the credit crunch took hold, and volatility soared. Investors sought the quality of U.S. Treasury bonds and bid up expectations of interest rate cuts by the Fed. In the U.K., investors cut expectations of rate hikes by the Bank of England. And, in July and August, corporate bonds sold off, driving spreads significantly higher. As a result, curve-steepening strategies in the U. S. and U.K. and an underweight to corporate bonds proved valuable.

Current Strategy and Outlook: We believe he most likely outcome for the global economy in 2008 continues to be a soft landing with some decoupling of growth across regions, and generally stable inflation. However, we believe that the risks to this benign forecast are being skewed increasingly to the downside, as we continue to witness the importance of global financial market linkages to the U.S. and other economies. Self-feeding global risk aversion in the wake of the sub-prime debacle has resulted in less decoupling of growth from the U.S. than would otherwise have been the case. On the positive side, it is now apparent that the Fed and other central banks, as well as fiscal policymakers in the U.S. understand the gravity of these risks and will respond to them. Even so, heightened risk aversion and the sub-prime induced squeeze on credit have increased t he probability of a U.S. recession. We anticipate a long and arduous unwinding of twin bubbles in property markets and assorted non-bank and off-balance sheet vehicles associated with sub-prime lending.

Investment Type Allocation
as of December 31, 2007
(as a percent of net assets)

U.S. Government Agency Obligations	70.7	%
Corporate Bonds/Notes	27.5	%
Collateralized Mortgage Obligations	10.5	%
Asset-Backed Securities	2.5	%
Purchased Options	1.5	%
U.S. Treasury Obligations	0.9	%
Other Bonds	0.6	%
Municipal Bonds	0.5	%
Other Assets and Liabilities - Net*	(14.7	)%
Net Assets	100.0	%

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

Portfolio holdings are subject to change daily.

Top Ten Holdings
as of December 31, 2007
(as a percent of net assets)

Federal Home Loan Mortgage Corporation, 5.500%, due 02/12/37	8.2	%
Federal National Mortgage Corporation, 5.000%, due 02/13/36	4.1	%
Federal National Mortgage Corporation, 5.000%, due 03/01/36	3.2	%
Federal Home Loan Mortgage Corporation, 6.000%, due 01/15/36	2.9	%
Federal National Mortgage Corporation, 6.000%, due 10/01/37	2.6	%
Federal National Mortgage Corporation, 6.000%, due 12/01/37	2.6	%
Federal National Mortgage Corporation, 6.000%, due 01/11/37	2.3	%
Bear Stearns Adjustable Rate Mortgage Trust, 4.125%, due 03/25/35	2.3	%
Federal National Mortgage Corporation, 5.500%, due 02/01/35	2.3	%
Federal National Mortgage Corporation, 5.000%, due 08/01/20	2.1	%

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, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		9.79	%		5.04	%		5.89	%
Class S		9.51	%		4.76	%		5.63	%
Class ADV		9.25	%		4.50	%		5.36	%
LBAB Index⁽¹⁾		6.97	%		4.42	%		5.32	%

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

ING Pioneer High Yield Portfolio (the "Portfolio") seeks to maximize total return through a combination of income and capital appreciation. The Portfolio is managed by Andrew Feltus and Tracy Wright, Portfolio Managers, Pioneer Investments Management Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 6.15% compared to the Merrill Lynch High Yield Master II Index⁽¹⁾ and the Merrill Lynch Convertible Bonds (Speculative Quality) Index⁽²⁾, which returned 2.19% and 1.54%, respectively, for the same period.

Portfolio Specifics: Our outperformance for the year was primarily attributable to asset allocation and security selection. Our equity and convertible exposure contributed to performance, as the Standard and Poor's 500^® Composite Stock Price Index returned 5.49%, vs. the Merrill Lynch High Yield Master II Index return of 2.19%. In particular, our equity portfolio, which represented approximately 15% of total fund assets, delivered strong performance, contributing approximately 3.5% or approximately half of the total gross return of the fund. In addition, the higher quality of the bonds in our fixed income portfolio as well as security selection within the portfolio helped performance, as CCC's underperformed, returning 0.43% vs. the BB return of 2.19% and the single B return of 3.07%. Equity or equity-linked securities that outperformed inclu ded: the stock, convertible preferred and bonds of copper and gold mining firm, Freeport-McMoRan Copper & Gold, Inc., due to strong commodity demand; the convertible bonds of BioMarin Pharmaceuticals, Inc., on the FDA approval of its drug Kuvan; the convertible bonds of EDO Corporation, which was acquired; the stock of utility NRG Energy, Inc., up on strong performance; and the stock of General Cable Corp., due to strong operating performance. Bonds that helped performance included Pogo Producing, due to a bond tender upon its acquisition; Petroquest Energy, Inc., which benefited from record high oil prices, and the global utility firm, Intergen NV, due to strong operating performance.

Securities that detracted from performance included the loan of Landsource, a U.S. real estate developer; the bonds of Georgia Gulf, due to the dependence of its chemical business on the U.S. housing sector; certain of our equity and bond real estate investment trust ("REIT") and real estate positions, including General Growth Properties and B.F. Saul REIT. In addition, certain of our convertible bonds including Mannkind (due to concerns about the acceptability of its inhaled insulin product) and Sovereign Capital (reflecting a banking sector decline) hurt performance. Portfolio sector weights were relatively neutral to for the year. Our significant overweights in basic industry, capital goods and underweight to consumer cyclicals contributed positively to performance. This was offset, however, by the negative effects of our overweight in real estate and financials and our underweights in media and telecommunications.

Current Strategy and Outlook: We believe that the U.S. economy could grow below trend this year, at around 1.5%, but will probably not enter a recession. While tight credit conditions and weakness in U.S. housing and financials may adversely affect the economy, decent global growth, particularly from emerging markets, and the weak U.S. dollar should spur demand for exports, counterbalancing these negative effects. We also believe that the Federal Reserve Board, the Bank of England and the European Central Bank will continue to ease or inject liquidity as needed to shore up credit markets and the economic environment.

The Portfolio will focus on export-oriented sectors, and maintain the relatively high quality of the bond portfolio. We are also increasing our investment in more defensive sectors, including equity sectors with fewer issuers in the high yield universe, such as healthcare. We believe the high yield bond market offers compelling value. With spreads at 680 basis points (6.80%), investors are being compensated for an 11% default rate vs. the current 0.8% level and our twelve month estimate of 2% to 3%. This implied default rate is significantly higher than the 10 year average of 6.3% on a par value basis and 4.9% on an issuer basis.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

DRS Technologies, Inc., 6.875%, due 11/01/13	3.4	%
Esterline Technologies Corp., 7.750%, due 06/15/13	2.3	%
Gardner Denver, Inc., 8.000%, due 05/01/13	2.3	%
Forest City Enterprises, Inc., 6.500%, due 02/01/17	2.2	%
Valeant Pharmaceuticals International, 7.000%, due 12/15/11	2.1	%
Mueller Industries, Inc., 6.000%, due 11/01/14	2.0	%
Novelis, Inc., 7.250%, due 02/15/15	1.9	%
Baldor Electric Co., 8.625%, due 02/15/17	1.7	%
Interpublic Group of Cos., Inc., 7.250%, due 08/15/11	1.7	%
CMS Energy Corp., 6.875%, due 12/15/15	1.7	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING PIONEER HIGH YIELD PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Class I January 3, 2006			Since Inception of Classes S and ADV January 20, 2006
Class I		6.15	%		7.22	%		—
Class S		5.89	%		—			7.14	%
Class ADV		5.43	%		—			6.89	%
Merrill Lynch High Yield Master II Index⁽¹⁾		2.19	%		6.87	%⁽³⁾		6.31	%⁽⁴⁾
Merrill Lynch Convertible Bonds (Speculative Quality) Index⁽²⁾		1.54	%		9.05	%⁽³⁾		6.72	%⁽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, 2007, the Portfolio's Class S shares provided a total return of 13.01% compared to the Standard & Poor's ("S&P") 400 Index⁽¹⁾ and the Russell Midcap^® Growth Index⁽²⁾, which returned 7.98% and 11.43%, respectively, for the same period.

Portfolio Specifics: The health care sector was the primary contributor to relative performance, largely on the strength of stock selection, though our overweight position was also productive. Stock selection in the pharmaceuticals industry, combined with a beneficial underweight in the group, added considerable value. Avoiding Forest Laboratories was particularly important in this area. Stock selection in the health care services industry also contributed. Our holdings in Medco Health Solutions, Inc., a non-benchmark stock, as well as Express Scripts, Inc. and Intuitive Surgical all aided relative performance.

Our financials position was also an important contributor, driven by stock selection and a significant underweight. The most significant factor in our outperformance was our lack of exposure to both the real estate investment trusts and the real estate management and development industries. As a result, the Portfolio was largely isolated from the effects of the sub-prime meltdown that dominated financial news in the last six months of 2007. Our overweight stake in the diversified financial services industry also aided returns. Our holdings in energy and commodity exchange operator, IntercontinentalExchange, Inc. and financial exchange operator, CME Group were especially productive.

Stock selection in consumer discretionary, the poorest-performing sector this year, also boosted returns, though the effect was slightly offset by our overweighted position. A major contributor to performance in this sector was our underweight stake in the multiline retail industry, particularly our avoidance of troubled retailer JC Penny. Strong stock selection in the specialty retailer industry also proved productive. In this area, we avoided the plummeting office supply chain Office Depot, Inc. and benefited from our holdings in the jewelry and luxury goods retailer Tiffany's & Co. Other important stocks in this sector are the for-profit educational company DeVry, Inc., the casino company Wynn Resorts Ltd., and China-based advertising company Focus Media Holding Ltd ADR.

Strong stock selection in the energy sector, the highest-performing sector this year, was partially offset by our underweight position. Our holdings in this sector have tended to be in service or exploration companies, as we remain wary of the cyclical nature of gas prices. This year, services company FMC Technology and equipment provider Cameron International both delivered solid returns, aiding relative performance.

Our underweighting in the materials sector represented the primary drag on performance. As in the energy sector, we tend toward companies that are relatively insulated from the cyclical nature of commodity prices. This year, our avoidance of crop nutrient manufacturer, Mosaic Co. and packaging company, Owens-Illinois was particularly detrimental to relative returns.

The utilities sector also detracted from relative performance. We have historically tended to be underweight in this sector, as most stocks do not meet our growth criteria. In an environment where utilities provided one of the few safe havens for investors, however, our underweighting proved detrimental.

Current Strategy and Outlook: Generally, mid-cap growth stocks have had excellent performance over the last few years, driven by merger and leveraged buy-out activity that encouraged short-term speculation over investment strategies, based on long-term prospects. Weak performance in the last two quarters has shown that trend to be unsustainable. We believe that our steady strategy and long-term focus should provide much better capital preservation during tougher market environments than the more aggressive strategies that have set the tone in recent years.

Industry Allocation
as of December 31, 2007
(as a percent of net assets)

Software	6.7	%
Semiconductors	6.6	%
Commercial Services	6.1	%
Healthcare - Products	5.6	%
Retail	5.5	%
Diversified Financial Services	5.0	%
Oil & Gas Services	4.4	%
Telecommunications	4.2	%
Oil & Gas	3.4	%
Computers	3.3	%
Pharmaceuticals	3.2	%
Biotechnology	3.1	%
Insurance	3.1	%
Industries between 2.2% - 3.0%⁽¹⁾	14.9	%
Industries between 1.0% - 2.0%⁽²⁾	14.4	%
Industries less than 1.0%⁽³⁾	10.7	%
Other Assets and Liabilities - Net*	(0.2	)%
Net Assets	100.0	%

* Includes short-term investments related to Reserve Investment Fund and securities lending collateral.

⁽¹⁾ Includes six industries, which each represents 2.2% - 3.0% of net assets.

⁽²⁾ Includes ten industries, which each represents 1.0% - 2.0% of net assets.

⁽³⁾ Includes nineteen 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, 2007
(as a percent of net assets)

Nymex Holdings, Inc.	0.9	%
McDermott International, Inc.	0.9	%
Smith International, Inc.	0.9	%
Foster Wheeler Ltd.	0.9	%
Precision Castparts Corp.	0.9	%
Cameron International Corp.	0.9	%
Northern Trust Corp.	0.9	%
Weatherford International Ltd.	0.8	%
Fluor Corp.	0.8	%
Allergan, Inc.	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, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		13.39	%		16.34	%		7.00	%
Class S		13.01	%		16.06	%		6.72	%
Class ADV		12.71	%		15.77	%		6.46	%
S&P 400 Index⁽¹⁾		7.98	%		16.20	%		11.17	%⁽³⁾
Russell Midcap^® Growth Index⁽²⁾		11.43	%		17.90	%		9.29	%⁽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 400 Index is a broad-based unmanaged capitalization weighted index of mid-capitalization companies.

⁽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

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 Bartolo, Portfolio Manager of T. Rowe Price Associates, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares, provided a total return of 9.91% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned 5.49% for the same period.

Portfolio Specifics: Stock selection and a beneficial underweight in the financial sector were the main reasons for the Portfolio's outperformance against the S&P 500^® Index in the period. Stock selection in telecommunication services helped relative performance, as did a significant overweight in information technology stocks. Underweighting the energy sector was the largest detractor, while underweighting utilities and consumer staples also detracted.

During the year, the energy sector was the clear leader in the index, followed by materials. The international demand for oil and commodities drove performance in these sectors. Financials and consumer discretionary were the worst performers in the index, as ripple effects of the sub-prime mortgage lending fallout spread to other areas of the credit markets and dampened consumer spending. Market volatility was extremely high, especially in the second half, and was hobbled by slower corporate profit growth and rising oil prices.

The Portfolio's concentration in the capital markets industry, while underweighting the overall sector, was beneficial. Among the top performers were State Street Corp., Charles Schwab Corp., Northern Trust Corp. and Indian real estate developer, DLF Ltd., all of which avoided the brunt of the sub-prime losses. Telecommunication services rose on holdings in wireless companies, primarily in non-U.S. firms. Holdings in the Internet software and services and the communications equipment industries boosted relative results in information technology. Amazon.com, the online retailer, was top Portfolio contributor followed by Google, Inc., the Internet advertising and search giant. Energy holdings were focused on equipment and services. Energy holdings were focused on equipment and services companies. Exxon Mobil and Schlumberger, the oilfields services company, were top contributors. Citigroup, the financial services behemoth, was a major detracto r, owing to the credit crisis. Mortgage company Countrywide detracted, as did homebuilder Lennar. The significant underweight to utilities is typical of the portfolio, but this period of economic uncertainty made the sector more attractive to investors and detracted. Our position in AES, a large global power company, was troubled by accounting issues. Underweighting combined with stock selection led to negative relative results in consumer staples.

Current Strategy and Outlook: Despite moderating domestic growth, we believe that quality companies with consistent earnings growth will be afforded higher prices by the market. We believe the market has generally underappreciated the strength in U.S. and global economies and the resilience of corporate earnings and free cash flow. We continue to favor the capital markets industry, while underweighting the financial sector, and are markedly overweight information technology based on its attractive growth prospects. Telecommunication services is notably overweight, with a concentration on mobile communications in emerging companies and tower systems in North America. In the energy sector, we continue to believe in the growth prospects of equipment and services companies, which should benefit from expanded exploration and development of oil and gas resources. The Portfolio remains notably underweight utilities.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

General Electric Co.	3.8	%
Google, Inc. - Class A	3.1	%
Microsoft Corp.	2.7	%
Apple, Inc.	2.5	%
Schlumberger Ltd.	2.4	%
CVS Caremark Corp.	2.3	%
Danaher Corp.	2.0	%
WellPoint, Inc.	1.8	%
Nintendo Co., Ltd.	1.6	%
State Street Corp.	1.6	%

* Excludes short-term investments related to Reserve Investment Fund and 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, 2007
	1 Year			5 Year			10 Year			Since Inception of Classes S and ADV December 10, 2001
Class I		9.91	%		13.74	%		7.42	%		—
Class S		9.62	%		13.46	%		—			6.14	%
Class ADV		9.36	%		13.18	%		—			5.87	%
S&P 500^® Index⁽¹⁾		5.49	%		12.83	%		5.91	%		6.14	%⁽²⁾

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, 2001.

ING TEMPLETON FOREIGN EQUITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 15.50% compared to Morgan Stanley Capital International Europe, Australasia and Far East^® Index⁽¹⁾ ("MSCI EAFE^® Index"), which returned 11.17% for the same period.

Portfolio Specifics: Market volatility has increased dramatically over the past several months and we believe it will likely continue until the magnitude of recent credit problems and their impact on market sentiment and share performance becomes clearer. Central banks around the world are intent upon providing sufficient liquidity to prevent a major financial calamity. However, as has been seen over the past several weeks, many financial institutions will require capital injections to maintain balance sheet integrity. Fortunately, there appear to be sources with the financial resources and the willingness to provide this capital.

Regarding the Portfolio's performance for 2007, overweighted exposure to the strong telecommunication services sector boosted returns, while underweighted allocations and stock selection in the energy and materials sectors detracted.

On an individual stock basis, relative performance benefited from the Portfolio's investments in several strong-performing Chinese and Indian stocks, including China Shenhua Energy Co., Ltd., BYD Company, Ltd., ICICI Bank Ltd. ADR and Housing Development Finance Corporation ("HDFC"). Other contributors included Vestas Wind Systems A/S, a Denmark-based producer of alternative energy equipment, and Telefonica SA, a large Spanish telecommunications company.

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

Lagging stocks in the Portfolio included Aviva PLC, a U.K.-based insurance company, which declined late in the year along with many other financial shares, and Italy's Mediaset S.p.A, one of several underperforming stocks in the out-of-favor media industry. In the materials sector, Finland's forest products producer, UPM-Kymmene OYJ, was another significant detractor. The paper and forest products industry was the weakest performing area of the materials sector due to its lackluster earnings performance. Relative to the index, our holding in Samsung Electronics, which is not an index component, was a major detractor.

Current Strategy and Outlook: We believe 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 health care and 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, 2007
(as a percent of net assets)

Telefonica SA	1.7	%
Novartis AG	1.4	%
Telenor ASA	1.3	%
France Telecom SA	1.3	%
Housing Development Finance Corp.	1.3	%
Sanofi-Aventis	1.3	%
Vodafone Group PLC	1.2	%
ICICI Bank Ltd. ADR	1.2	%
Siemens AG	1.2	%
E.ON AG	1.2	%

* 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

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			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		15.50	%		18.64	%		—			—
Class S		15.23	%		—			18.47	%		—
Class ADV		15.42	%		—			—			15.68	%
MSCI EAFE^® Index⁽¹⁾		11.17	%		18.51	%⁽²⁾		18.51	%⁽²⁾		11.17	%⁽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 EAFE^® Index is an unmanaged index that measures the performance of securities listed on exchanges in Europe, Australasia and the Far East. It includes the reinvestment of dividends 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 shown from January 1, 2007.

ING THORNBURG VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING Thornburg Value Portfolio (the "Portfolio") seeks capital appreciation. The Portfolio is managed by William V. Fries, CFA, Managing Director, Edward Maran, CFA, Managing Director and Connor Browne, CFA Managing Director, all of Thornburg Investment Management — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 7.24% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned 5.49% for the same period.

Portfolio Specifics: Areas of positive stock selection included energy, where Apache Corp. performed well due to rising international oil production and rising oil prices; materials, where Freeport-McMoRan Copper & Gold, Inc. and Southern Copper Corp. performed well, as new supplies of copper were easily absorbed and as investors concluded that a U.S. economic slowdown would have limited impact on their businesses; utilities, where Entergy Corp. took advantage of higher forward electricity prices in the Northeast as spare capacity concerns persist; and health care, where Teva Pharmaceutical Industries Ltd. ADR's stock price recovered from an unusual period of negative news flow in late 2006, as some of the worst fears surrounding Wal Mart's generic drug initiative have not materialized. Other contributors were Las Vegas Sands Corp. and Google, Inc., whi ch benefited from investors' enthusiasm for companies that appear to have dependable earnings growth and China Mobile benefited from record subscriber growth (surpassing six million new adds per month) along with a benign competitive environment whereby the government announced further delays to issuing new licenses.

Within our bottom performers, an important underlying trend is the degree of financial leverage. Our biggest detractor, Rite Aid Corp., is in the process of integrating a major acquisition and has borrowed significantly in order to improve its store base and lift operating profitability. Comcast Corp. — Special Class A, in our view, should fare relatively well in a recessionary environment as cable television and high speed internet services have become necessities within the home. JetBlue Airways Corp. suffered from concerns surrounding slower economic growth and higher fuel prices. Level 3 Communications, Inc., despite strong demand for its network services, reported weak results due to poor execution on the integration of several acquired companies. All of the above stocks appear to be pricing in a risk of financial crisis that in our view is unlikely.

We were surprised that at one of our holdings, Citigroup, Inc., management materially increased their sub-prime related exposure and write-off estimates during November. The degree to which the company did not understand its own exposure was disconcerting and we sold the stock. Fundamental deterioration caused us to sell our position in Freddie Mac ("FRE") during the early part of that month, at prices above $40. Subsequent to our sale, FRE raised capital under attractive terms. With the financing in place and the share price significantly lower, we bought back a position in FRE at around $30 per share. Although FRE is significantly exposed to home price declines and rising mortgage foreclosure rates, we believe the company has significant advantages that differentiate it from most thrifts and banks.

Current Strategy and Outlook: The share prices of companies that are exposed to either consumer spending or credit risk have declined in anticipation of rising credit losses and declining consumer spending. In our opinion, some of these companies will emerge from the downturn with their business models intact, their market share greater, and their long-term growth prospects as strong as they have ever been. For long-term investors, we believe, whether or not the economy enters a recession will not be nearly as important as selecting stocks that have solid franchises and choosing entry points where significant, and perhaps excessive, risk is priced into current valuation.

We are mindful of risk as well as return in all of our investments. Seeking promising companies at a discount, being willing to be contrarian, and relying upon fundamental, bottom up analysis has served us well in the past and we are optimistic that it will do so in the future.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

Apache Corp.	4.0	%
Entergy Corp.	3.5	%
Comcast Corp. - Special Class A	3.3	%
Intel Corp.	3.2	%
ConocoPhillips	3.2	%
Air Products & Chemicals, Inc.	3.1	%
WellPoint, Inc.	3.1	%
DIRECTV Group, Inc.	3.0	%
Allstate Corp.	2.9	%
AT&T, Inc.	2.9	%

* 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 THORNBURG VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			10 Year			Since Inception of Classes S and ADV December 10, 2001
Class I		7.24	%		12.96	%		5.56	%		—
Class S		7.00	%		12.68	%		—			3.91	%
Class ADV		6.73	%		12.40	%		—			3.65	%
S&P 500^® Index⁽¹⁾		5.49	%		12.83	%		5.91	%		6.14	%⁽²⁾

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, 2001.

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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, 2007, the Portfolio's Class I shares provided a total return of 1.18% 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 5.49% and 5.77%, respectively, for the same period.

Portfolio Specifics: Volatility returned to the U.S. equity market in 2007, starting in late February and into early March, then continuing into July and August, only to finally culminate in a broader sell-off during the fourth quarter. Generally, the overall U.S. equity market, as defined by the Russell 3000^® Index, was up 5.14% in 2007, despite being down 3.34% in the fourth quarter. Large-caps generally outperformed their small-cap counterparts, with the Russell 1000^® Index up 5.77% for the year, while the Russell 2000^® Index posted a negative return of 1.57% in 2007. This was only the second calendar year since 1998 that large-caps outperformed their small-cap counterparts.

During the one year period ended December 31, 2007, we had positive contributions from diversified utilities company Exelon Corp, Internet retailer Amazon.Com, Inc., pharmaceutical benefit manager Medco Health Solutions, semiconductor firm Intel Corp. and automobile parts company Johnson Controls, Inc. In terms of sectors, the Portfolio's exposures to the health care, utilities and information technology contributed to performance.

On the downside, the primary culprits at the stock level were our exposure to weak-performing Citigroup, Inc., Sprint Nextel Corp., Morgan Stanley, Fifth Third Bancorp, and Freddie Mac. From an industry perspective, aspects of our Portfolio positioning that detracted from results included our exposures to the energy, consumer staples and materials sector.

Current Strategy and Outlook: In our view, the overall U.S. market appears underpriced. That said, there are clearly some sectors that are more attractive to us than others. In fact, according to our models, the valuation spread between underpriced and overpriced stocks in the market has not been as high as it is today since the aftermath of the information technology bubble in the late 1990s. Over time, we expect a contraction in the valuation spread between over- and under-priced stocks. Historically, when this has happened, the Portfolio has generated very attractive levels of excess returns.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

Exelon Corp.	3.4	%
General Electric Co.	3.3	%
Intel Corp.	3.1	%
Wells Fargo & Co.	2.9	%
Citigroup, Inc.	2.7	%
Morgan Stanley	2.6	%
Microsoft Corp.	2.5	%
Wyeth	2.3	%
Allergan, Inc.	2.2	%
Merck & Co., Inc.	2.1	%

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

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, 2007
	1 Year			5 Year			10 Year			Since Inception of Classes S and ADV December 10, 2001
Class I		1.18	%		12.68	%		4.64	%		—
Class S		0.93	%		12.40	%		—			4.95	%
Class ADV		0.65	%		12.12	%		—			4.70	%
S&P 500^® Index⁽¹⁾		5.49	%		12.83	%		5.91	%		6.14	%⁽³⁾
Russell 1000^® Index⁽²⁾		5.77	%		13.43	%		6.20	%		9.23	%⁽³⁾

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, 2001.

ING UBS U.S. SMALL CAP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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: For the year ended December 31, 2007, the Portfolio's Class S shares, provided a total return of 4.81% compared to the Russell 2000^® Growth Index⁽¹⁾, which returned 7.05% for the same period.

Portfolio Specifics: Market leadership changed during 2007. Dominated by small-cap and value stocks for six consecutive years, the market finally rewarded the other end of the spectrum, large-cap and growth. What drove the change in appetite? Financials had an exceptionally difficult year in the face of an unprecedented credit crisis and were, on average, among the worst performers across indexes. Specifically, consumer finance and thrifts were hit, as the subprime mortgage market unraveled personal, corporate and intra-bank lending. A crisis in consumer confidence also led to underperformance by consumer discretionary names, with the auto and retailer segments among the hardest hit.

During the one-year reporting period, overall stock selection produced negative results for the Portfolio. In contrast, sector allocations were a slight positive for the Portfolio's relative performance. Stock selection was weakest relative to the benchmark in the consumer discretionary, information technology and industrial sectors. Relative stock selection was the strongest in the health care, financial and materials sectors.

In terms of individual stocks, the largest contributors to performance included First Solar, Inc., Steel Dynamics, Inc., Pediatrix Med Group, Blue Coat Systems, Inc. and Nuance Communications, Inc. Examples of stocks that detracted the most from results included Children's Place Retail Stores, Inc., Tetra Technologies, Inc., Phillips-Van Heusen Corp., Tween Brands, Inc. and Central Garden & Pet Co.

From a sector allocation perspective, the Portfolio's positioning in the financials, consumer discretionary and energy sectors were positive contributors to results. In contrast, positioning in the materials, information technology and utilities sectors were the largest drag on performance.

Current Strategy and Outlook: As economic concerns grow, we believe our tried investment discipline of focusing our investments on liquid securities that have improving fundamentals, industry leading competitive positions, and strong balance sheets, should aid us in weathering the current volatility. From a sector perspective, our biggest deviations from the benchmark remain overweights in the healthcare and information technology sectors. Our biggest sector underweights remain in the financials and consumer discretionary sectors.

We continue to be cautiously optimistic on the outlook for small-cap growth versus small-cap value in the year ahead. Growth, once again, outpaced value in December 2007 (for the ninth straight month). We remain focused on high-quality companies with demonstrable growth catalysts that can add performance while maintaining a lower risk profile than the average security in the Russell 2000 Growth Index.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

Pediatrix Medical Group, Inc.	3.5	%
Steel Dynamics, Inc.	2.7	%
VCA Antech, Inc.	2.6	%
iShares Russell 2000 Growth Index Fund	2.3	%
Nuance Communications, Inc.	2.1	%
Nice Systems Ltd. ADR	2.0	%
PetroHawk Energy Corp.	1.9	%
AAR Corp.	1.8	%
Middleby Corp.	1.8	%
LKQ Corp.	1.8	%

* 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. SMALL CAP GROWTH PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Classes I, S and ADV April 28, 2006
Class I		5.01	%		1.74	%
Class S		4.81	%		1.50	%
Class ADV		4.20	%		0.97	%
Russell 2000^® Growth Index⁽¹⁾		7.05	%		3.79	%⁽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

ING Van Kampen Comstock Portfolio (the "Portfolio") seeks capital growth and income. The Portfolio is managed by a team consisting of B. Robert Baker, Managing Director, Jason Leder Managing Director, and Kevin Holt, Managing Director, Devin E. Armstrong, Vice President and James N. Warwick*, Executive Director each of Morgan Stanley Investment Management, Inc., d/b/a "Van Kampen" — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class S shares, provided a total return of (2.28)% 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 (0.17)% and 5.49%, respectively, for the same period.

Portfolio Specifics: Despite the strong performance of the broad stock market in the first half of the year, rising uncertainties about economic conditions dampened performance in the second half of the year. Investors worried about how well the U.S. economy would weather ever-higher oil prices, a weakening housing market and slackening consumer spending, as well as the effects of an economic slowdown on corporate profitability. In this period, stocks experienced several periods of significant volatility, such as in July and October-November, wherein investors briefly rotated away from cyclical areas of the market (those with greater economic sensitivity such as materials and energy) that have driven performance for the past several years. During these periods of volatility, however, the Portfolio of undervalued stocks performed relatively well, as we would expect the Portfolio to do in this type of environment. Because of our emphasis on stocks with reasonable valuations relative to our assessment of fair value, the Portfolio had no exposure to the richly valued cyclical stocks, which therefore minimized some of the damage to the Portfolio caused by these sharp downdrafts.

Over the entire reporting period, the primary detractor from relative performance was the Portfolio's lack of exposure to the energy sector. Energy was the best performing sector in the Russell 1000^® Value Index for the period. However, we believe energy stock valuations are too expensive for investment, based on our strict risk-reward criteria. Other notable detractors from relative performance were the utilities and industrials sectors. Here, the Portfolio had minimal exposure to utilities and industrials, in accordance with our view that valuations of these securities are too expensive for our investment criteria.

Conversely, among the Portfolio's positive contributors was our stock selection and the resulting underweight allocation in the financials sector. Within the sector, the Portfolio owned holdings in banks, brokerages, insurers, and government-sponsored enterprises. Strong stock selection and an overweight position in the consumer staples sector also bolstered the Portfolio's relative performance.

Current Strategy and Outlook: There were no significant changes to the Portfolio's positioning during the period. We have yet to see a sustainable change in stock market leadership that would prompt us to reconsider our underlying reasons for maintaining the Portfolio's positioning in its relatively unchanged state. Although at two points in the second half of 2007, the market came close to shifting away from the cyclicals-dominated trend that has persisted for the past several years, neither rotation showed any traction. Until the market leadership rotates away from favoring richly valued cyclicals, we believe the Portfolio will likely retain its current stance. As a result of our bottom-up stock-selection process, the Portfolio's largest sector weights at period end, in decreasing order, were financials, consumer staples and health care.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

International Paper Co.	3.8	%
Viacom - Class B	3.3	%
Bank of America Corp.	3.3	%
Verizon Communications, Inc.	3.3	%
Wal-Mart Stores, Inc.	2.9	%
Coca-Cola Co.	2.9	%
Citigroup, Inc.	2.7	%
Wachovia Corp.	2.6	%
Bristol-Myers Squibb Co.	2.6	%
Chubb Corp.	2.5	%

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

Portfolio holdings are subject to change daily.

* Effective July 17, 2007, Devin E. Armstrong and James N. Warwick were added as portfolio managers to the Portfolio.

PORTFOLIO MANAGERS' REPORT

ING VAN KAMPEN COMSTOCK PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV May 1, 2002
Class I		(2.04	)%		12.39	%		7.49	%
Class S		(2.28	)%		12.13	%		7.23	%
Class ADV		(2.51	)%		11.84	%		6.95	%
Russell 1000^® Value Index⁽¹⁾		(0.17	)%		14.63	%		9.39	%
S&P 500^® Index⁽²⁾		5.49	%		12.83	%		7.57	%

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

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, Sergio Marcheli and Mark Laskin, Executive Directors; Thomas B. Bastian, Managing Director of Morgan Stanley Investment Management, Inc., d/b/a "Van Kampen" — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class S shares provided a total return of 3.29% compared to the Russell 1000^® Value Index⁽¹⁾, Standard & Poor's 500^® Composite Stock Price Index⁽²⁾ ("S&P 500^® Index"), Lehman Brothers^® U.S. Government/Credit Index⁽³⁾ and the Composite Index⁽⁴⁾ (60% Russell 1000^® Value Index/40% Lehman Brothers^® U.S. Government/Credit Index), which returned (0.17)%, 5.49%, 7.23% and 2.90%, respectively, for the same period.

Portfolio Specifics: Relative to the Russell 1000^® Value Index, the Portfolio's stock portfolio benefited primarily from an underweight to the financial sector (although we note that all sector weights are a result of our bottom-up stock selection process and are not intentional top-down allocations). Through limited exposures to regional banks and diversified financial companies, and no holdings in real estate investment trusts, the Portfolio had minimal exposure to the damage caused by the sub-prime mortgage collapse. The materials sector also bolstered relative performance, but this was primarily due to a single holding which generates a larger share of its business in the health care sector than in the materials sector. An overweight in the consumer staples sector contributed positively to relative returns as well. The main detractor from performance relative to the Russell 1000^® Value Index was an underweight in the energy sector. Stock selection in the technology sector was another area of weakness, especially in the hardware and equipment, and the software and services groups.

The Portfolio's fixed-income allocation was additive to overall absolute performance. We kept a defensive credit sector allocation, focusing on selected high-quality issues, which benefited relative performance, particularly later in the year as credit spreads widened. Throughout the year, we also employed a defensive interest rate strategy by keeping the Portfolio's duration (a measure of interest-rate sensitivity) shorter than that of the Lehman Brothers U.S. Government/Credit Index. Although this strategy was beneficial early in the period when interest rates were rising, it detracted from performance for the overall reporting year as Federal Reserve Board easing in the latter months caused rates to decline significantly. In March, the Portfolio's yield curve positioning was adjusted to underweight longer dated issues and overweight intermediate dated issues, which bolstered performance as the spread between intermediate- and long-dated y ields widened and the curve steepened during the summer. We hold an underweight position to agency mortgage-backed securities, with a focus on high-coupon, slow-prepaying agency issues, and an overweight to non-agency mortgages (that is, securities issued by institutions other than Freddie Mac, Fannie Mae or Ginnie Mae) issued to high quality borrowers. With the recent turmoil in the mortgage market and the drying up of liquidity, all mortgage segments struggled during the period. As such, the underweight to agency mortgage-backed securities was beneficial, but the positive influence was more than offset by the poor price performance and relative overweight of the non-agency position.

The Portfolio's convertible securities position detracted from performance, chiefly due to the weak performance of selected holdings.

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. We marginally adjusted the Portfolio's asset allocation during the period by slightly increasing the Portfolio's fixed-income weighting, while decreasing the convertible securities weighting. At the end of the period, the Portfolio held stocks, fixed-income, and convertible securities. As a result of our bottom-up stock selection process, the Portfolio continues to overweight health care and consumer staples and underweight financial and energy.

Top Ten Holdings*
as of December 31, 2007
(as a percent of net assets)

U.S. Treasury Bond, 4.250%, due 08/15/13	2.9	%
Bayer AG ADR	2.3	%
U.S. Treasury Note, 4.875%, due 05/15/09	2.1	%
U.S. Treasury Bond, 4.000%, due 02/15/15	2.1	%
Wal-Mart Stores, Inc.	1.9	%
JPMorgan Chase & Co.	1.8	%
Schering-Plough Corp.	1.7	%
Verizon Communications, Inc.	1.7	%
Abbott Laboratories	1.6	%
Siemens AG ADR	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, 2007
	1 Year			5 Year			Since Inception of Classes I, S and ADV December 10, 2001
Class I		3.56	%		12.22	%		5.20	%
Class S		3.29	%		11.94	%		4.94	%
Class ADV		3.06	%		11.67	%		4.68	%
Russell 1000^® Value Index⁽¹⁾		(0.17	)%		14.63	%		9.23	%⁽⁵⁾
S&P 500^® Index⁽²⁾		5.49	%		12.83	%		6.14	%⁽⁵⁾
Lehman Brothers^® U.S. Government/Credit Index⁽³⁾		7.23	%		4.44	%		5.29	%⁽⁵⁾
Composite Index⁽⁴⁾		2.90	%		10.58	%		7.88	%⁽⁵⁾

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 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.

⁽²⁾ 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

⁽³⁾ The Lehman Brothers^® U.S. Government/Credit Index is an index made up of the Lehman Brothers^® Government and Credit indices, including securities issued by the U.S. government and its agencies and publicly issued U.S. corporate and foreign debentures and secured notes that meet specified maturity, liquidity and quality requirements.

⁽⁴⁾ The Composite Index consists of 60% of the return of (securities included in) Russell 1000^® Value Index and 40% of the return of (securities included in) Lehman Brothers^® U.S. Government/Credit Index.

⁽⁵⁾ Since inception performance for the indices is shown from December 1, 2001.

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, 2007 to December 31, 2007. 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 before expenses)," 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, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Fund Return
Class I	$	1,000.00	$	928.90		1.00	%	$	4.86
Class S		1,000.00		927.40		1.25			6.07
Class ADV		1,000.00		926.70		1.50			7.28
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 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)

ING American Century Small-Mid Cap Value Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Fund Return
Class I	$	1,000.00	$	897.00		1.02	%	$	4.88
Class S		1,000.00		896.10		1.27			6.07
Class ADV		1,000.00		894.60		1.52			7.26
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.06		1.02	%	$	5.19
Class S		1,000.00		1,018.80		1.27			6.46
Class ADV		1,000.00		1,017.54		1.52			7.73
ING Baron Asset Portfolio
Actual Fund Return
Class I	$	1,000.00	$	1,003.30		1.05	%	$	5.30
Class S		1,000.00		1,001.70		1.30			6.56
Class ADV		1,000.00		1,000.80		1.55			7.82
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 Fund Return
Class I	$	1,000.00	$	988.50		1.08	%	$	5.41
Class S		1,000.00		987.30		1.32			6.61
Class ADV		1,000.00		985.60		1.58			7.91
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,019.76		1.08	%	$	5.50
Class S		1,000.00		1,018.55		1.32			6.72
Class ADV		1,000.00		1,017.24		1.58			8.03
ING Columbia Small Cap Value II Portfolio
Actual Fund Return
Class I	$	1,000.00	$	933.90		0.85	%	$	4.14
Class S		1,000.00		932.40		1.10			5.36
Class ADV		1,000.00		931.80		1.35			6.57
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.92		0.85	%	$	4.33
Class S		1,000.00		1,019.66		1.10			5.60
Class ADV		1,000.00		1,018.40		1.35			6.87

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Davis New York Venture Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Fund Return
Class I	$	1,000.00	$	976.50		0.90	%	$	4.48
Class S		1,000.00		975.30		1.15			5.73
Class ADV		1,000.00		974.30		1.40			6.97
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 Fund Return
Class I	$	1,000.00	$	1,004.80		0.99	%	$	5.00
Class S		1,000.00		1,003.10		1.24			6.26
Class ADV		1,000.00		1,002.20		1.49			7.52
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.21		0.99	%	$	5.04
Class S		1,000.00		1,018.95		1.24			6.31
Class ADV		1,000.00		1,017.69		1.49			7.58
ING JPMorgan Mid Cap Value Portfolio
Actual Fund Return
Class I	$	1,000.00	$	953.40		1.00	%	$	4.92
Class S		1,000.00		952.20		1.25			6.15
Class ADV		1,000.00		950.70		1.50			7.38
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 Fund Return
Class I	$	1,000.00	$	945.00		0.80	%	$	3.92
Class S		1,000.00		943.70		1.05			5.14
Class ADV		1,000.00		942.50		1.30			6.37
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

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Legg Mason Partners Large Cap Growth Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Fund Return
Class I	$	1,000.00	$	1,007.80		0.84	%	$	4.25
Class S		1,000.00		1,006.30		1.09			5.51
Class ADV		1,000.00		1,004.70		1.34			6.77
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 Fund Return
Class I	$	1,000.00	$	1,068.80		0.83	%	$	4.33
Class S		1,000.00		1,066.90		1.08			5.63
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.02		0.83	%	$	4.23
Class S		1,000.00		1,019.76		1.08			5.50
ING Neuberger Berman Partners Portfolio
Actual Fund Return
Class I	$	1,000.00	$	998.90		0.67	%	$	3.38
Class S		1,000.00		998.30		0.89			4.48
Class ADV		1,000.00		997.10		1.17			5.89
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.83		0.67	%	$	3.41
Class S		1,000.00		1,020.72		0.89			4.53
Class ADV		1,000.00		1,019.31		1.17			5.96
ING Neuberger Berman Regency Portfolio
Actual Fund Return
Class I	$	1,000.00	$	938.20		0.88	%	$	4.30
Class S		1,000.00		937.80		1.13			5.52
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.77		0.88	%	$	4.48
Class S		1,000.00		1,019.51		1.13			5.75

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING OpCap Balanced Value Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Fund Return
Class I	$	1,000.00	$	911.30		0.97	%	$	4.67
Class S		1,000.00		910.10		1.22			5.87
Class ADV		1,000.00		909.10		1.47			7.07
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 Fund Return
Class I	$	1,000.00	$	980.50		0.66	%	$	3.29
Class S		1,000.00		979.40		0.91			4.54
Class ADV		1,000.00		978.40		1.15			5.73
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 Fund Return
Class I	$	1,000.00	$	1,046.00		0.54	%	$	2.78
Class S		1,000.00		1,045.40		0.75			3.87
Class ADV		1,000.00		1,044.00		1.00			5.15
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 Fund Return
Class I	$	1,000.00	$	1,091.10		0.71	%	$	3.74
Class S		1,000.00		1,090.20		0.96			5.06
Class ADV		1,000.00		1,088.50		1.21			6.37
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.63		0.71	%	$	3.62
Class S		1,000.00		1,020.37		0.96			4.89
Class ADV		1,000.00		1,019.11		1.21			6.16

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Pioneer High Yield Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Fund Return
Class I	$	1,000.00	$	1,001.10		0.77	%	$	3.88
Class S		1,000.00		999.90		1.02			5.14
Class ADV		1,000.00		999.60		1.27			6.40
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
ING T. Rowe Price Diversified Mid Cap Growth Portfolio
Actual Fund Return
Class I	$	1,000.00	$	1,018.00		0.66	%	$	3.36
Class S		1,000.00		1,016.20		0.91			4.62
Class ADV		1,000.00		1,015.30		1.15			5.84
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 Fund Return
Class I	$	1,000.00	$	1,012.70		0.74	%	$	3.75
Class S		1,000.00		1,011.50		0.99			5.02
Class ADV		1,000.00		1,010.20		1.24			6.28
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,021.48		0.74	%	$	3.77
Class S		1,000.00		1,020.21		0.99			5.04
Class ADV		1,000.00		1,018.95		1.24			6.31
ING Templeton Foreign Equity Portfolio
Actual Fund Return
Class I	$	1,000.00	$	1,030.80		0.98	%	$	5.02
Class S		1,000.00		1,029.70		1.23			6.29
Class ADV		1,000.00		1,030.10		1.48			7.57
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

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Thornburg Value Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Fund Return
Class I	$	1,000.00	$	970.30		0.90	%	$	4.47
Class S		1,000.00		969.30		1.15			5.71
Class ADV		1,000.00		968.00		1.40			6.94
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 UBS U.S. Large Cap Equity Portfolio
Actual Fund Return
Class I	$	1,000.00	$	943.90		0.84	%	$	4.12
Class S		1,000.00		943.40		1.09			5.34
Class ADV		1,000.00		941.30		1.34			6.56
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 Fund Return
Class I	$	1,000.00	$	958.40		0.98	%	$	4.84
Class S		1,000.00		956.40		1.23			6.07
Class ADV		1,000.00		954.20		1.48			7.29
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
ING Van Kampen Comstock Portfolio
Actual Fund Return
Class I	$	1,000.00	$	921.70		0.84	%	$	4.07
Class S		1,000.00		920.50		1.09			5.28
Class ADV		1,000.00		919.00		1.34			6.48
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

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING Van Kampen Equity and Income Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Fund Return
Class I	$	1,000.00	$	976.50		0.57	%	$	2.84
Class S		1,000.00		975.20		0.82			4.08
Class ADV		1,000.00		974.40		1.07			5.32
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 Trustees
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 Small-Mid Cap Value Portfolio, ING Baron Asset Portfolio, ING Baron Small Cap Growth Portfolio, ING Columbia Small Cap Value II Portfolio, ING Davis New York Venture Portfolio, ING JPMorgan International Portfolio, ING JPMorgan Mid Cap Value Portfolio, 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, 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 Port folio, 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, ING Van Kampen Comstock Portfolio, ING Van Kampen Equity and Income Portfolio, each a series of ING Partners, Inc., as of December 31, 2007, and the related statements of operations for the year then ended, 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 each of the years or periods in the five-year period then ended. 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, 2007, by correspondence with the custodian and brokers, or by other appropriate auditing procedures when replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the aforementioned portfolios of ING Partners, Inc. as of December 31, 2007, 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.

Boston, Massachusetts
February 29, 2008

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	ING American Century Large Company Value Portfolio		ING American Century Small-Mid Cap Value Portfolio			ING Baron Asset Portfolio		ING Baron Small Cap Growth Portfolio
ASSETS:
Investments in securities at value+*	$	120,606,582	$	97,162,087		$	31,380,466	$	589,338,020
Short-term investments at amortized cost		18,211,874		18,585,906			—		52,184,156
Cash		1,402,106		3,196,078			2,610,842		5,610,430
Receivables:
Investment securities sold		387,094		1,419,631			—		462,809
Fund shares sold		296,507		46,913			57,655		2,304,771
Dividends and interest		159,211		243,567			24,369		384,736
Unrealized appreciation on forward foreign currency contracts		—		1,144			—		—
Reimbursement due from manager		—		13,371			474		—
Total assets		141,063,374		120,668,697			34,073,806		650,284,922
LIABILITIES:
Payable for investment securities purchased		698,566		1,521,945			—		2,786,980
Payable for fund shares redeemed		774,660		17,048			10,432		1,559,269
Payable for futures variation margin		38,525		—			—		—
Payable upon receipt of securities loaned		8,792,470		18,585,906			—		—
Unrealized depreciation on forward foreign currency contracts		—		1,653			—		—
Payable to affiliates		115,291		120,266			32,646		692,056
Payable to custodian due to foreign currency overdraft**		—		724,325			—		—
Payable for directors fees		—		—			2,426		—
Other accrued expenses and liabilities		—		—			17,395		—
Total liabilities		10,419,512		20,971,143			62,899		5,038,305
NET ASSETS	$	130,643,862	$	99,697,554		$	34,010,907	$	645,246,617
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	120,154,921	$	98,281,342		$	31,422,523	$	504,694,363
Undistributed net investment income (accumulated net investment loss)		1,963,858		876,695			—		23,826
Accumulated net realized gain on investments, foreign currency related transactions, and futures		8,186,491		7,498,032			141,214		18,994,107
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		338,592		(6,958,515	)		2,447,170		121,534,321
NET ASSETS	$	130,643,862	$	99,697,554		$	34,010,907	$	645,246,617
+ Including securities loaned at value	$	8,542,388	$	17,781,178		$	—	$	—
* Cost of investments in securities	$	120,181,097	$	104,119,950		$	28,933,296	$	467,803,699
** Cost of foreign currency overdraft	$	—	$	724,170		$	—	$	—

See Accompanying Notes to Financial Statements
65

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007 (CONTINUED)

	ING American Century Large Company Value Portfolio		ING American Century Small-Mid Cap Value Portfolio		ING Baron Asset Portfolio		ING Baron Small Cap Growth Portfolio
Class I:
Net assets	$	104,021,000	$	47,079,192	$	25,780,891	$	181,258,881
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		7,205,820		4,107,705		2,118,627		9,187,629
Net asset value and redemption price per share	$	14.44	$	11.46	$	12.17	$	19.73
Class S:
Net assets	$	17,125,775	$	40,309,109	$	4,730,727	$	415,539,024
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		1,183,493		3,536,142		391,161		21,366,654
Net asset value and redemption price per share	$	14.47	$	11.40	$	12.09	$	19.45
Class ADV:
Net assets	$	9,497,087	$	12,309,253	$	3,499,289	$	48,448,712
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		667,152		1,095,161		290,435		2,528,079
Net asset value and redemption price per share	$	14.24	$	11.24	$	12.05	$	19.16

See Accompanying Notes to Financial Statements
66

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	ING Columbia Small Cap Value II Portfolio			ING Davis New York Venture Portfolio		ING JPMorgan International Portfolio		ING JPMorgan Mid Cap Value Portfolio
ASSETS:
Investments in securities at value+*	$	196,921,348		$	323,416,763	$	642,233,390	$	254,614,970
Short-term investments at amortized cost		25,574,666			18,808,584		64,244,011		59,930,997
Cash		2,922,189			579,642		770,430		661,537
Foreign currencies at value**		—			—		781,403		—
Receivables:
Investment securities sold		222,808			14,897		—		247,710
Fund shares sold		3,586,956			1,668,816		361,889		211,350
Dividends and interest		201,015			320,284		1,437,210		417,079
Total assets		229,428,982			344,808,986		709,828,333		316,083,643
LIABILITIES:
Payable for investment securities purchased		20,670,550			594,970		401,647		31,968
Payable for fund shares redeemed		11,186			386,901		882,165		617,919
Payable upon receipt of securities loaned		—			—		58,172,040		54,865,855
Payable to affiliates		165,211			309,661		613,764		255,720
Payable to custodian due to foreign currency overdraft***		—			29,227		—		—
Payable for directors fees		841			—		—		—
Other accrued expenses and liabilities		29,023			—		—		—
Total liabilities		20,876,811			1,320,759		60,069,616		55,771,462
NET ASSETS	$	208,552,171		$	343,488,227	$	649,758,717	$	260,312,181
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	205,022,209		$	314,728,070	$	326,261,539	$	226,549,028
Undistributed net investment income		946,098			3,537,474		10,625,913		2,431,848
Accumulated net realized gain on investments and foreign currency related transactions		3,778,760			4,472,073		156,376,392		19,768,557
Net unrealized appreciation or depreciation on investments and foreign currency related transactions		(1,194,896	)		20,750,610		156,494,873		11,562,748
NET ASSETS	$	208,552,171		$	343,488,227	$	649,758,717	$	260,312,181
+ Including securities loaned at value	$	—		$	—	$	55,385,266	$	53,576,405
* Cost of investments in securities	$	198,116,244		$	302,663,362	$	485,767,665	$	243,052,222
** Cost of foreign currencies	$	—		$	—	$	780,567	$	—
*** Cost of foreign currency overdraft	$	—		$	28,725	$	—	$	—

See Accompanying Notes to Financial Statements
67

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007 (CONTINUED)

	ING Columbia Small Cap Value II Portfolio		ING Davis New York Venture Portfolio		ING JPMorgan International Portfolio		ING JPMorgan Mid Cap Value Portfolio
Class I:
Net assets	$	46,921,569	$	101,763,297	$	448,456,810	$	145,637,755
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		4,475,607		4,939,288		25,601,826		9,237,364
Net asset value and redemption price per share	$	10.48	$	20.60	$	17.52	$	15.77
Class S:
Net assets	$	161,300,901	$	231,511,369	$	185,539,066	$	89,850,521
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		15,445,555		11,352,113		10,593,418		5,735,084
Net asset value and redemption price per share	$	10.44	$	20.39	$	17.51	$	15.67
Class ADV:
Net assets	$	329,701	$	10,213,561	$	15,762,841	$	24,823,905
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		31,664		508,865		916,584		1,601,247
Net asset value and redemption price per share	$	10.41	$	20.07	$	17.20	$	15.50

See Accompanying Notes to Financial Statements
68

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	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+*	$	1,246,001,971		$	36,285,231	$	44,372,211	$	423,925,136
Short-term investments at amortized cost		249,911,495			443,925		—		—
Cash		4,395,283			443,914		1,084,971		4,581,061
Receivables:
Investment securities sold		—			—		4,020,511		1,937,489
Fund shares sold		3,066,616			6,851		7,216		415,222
Dividends and interest		511,795			19,440		296,173		293,432
Reimbursement due from manager		—			—		5,271		34,598
Total assets		1,503,887,160			37,199,361		49,786,353		431,186,938
LIABILITIES:
Payable for investment securities purchased		—			104,813		4,005,482		1,754,133
Payable for fund shares redeemed		3,318,941			58,961		304,618		285,849
Payable upon receipt of securities loaned		218,788,769			—		—		—
Payable to affiliates		936,719			35,904		24,294		287,321
Payable for directors fees		—			—		4,919		4,944
Other accrued expenses and liabilities		—			—		39,722		47,128
Total liabilities		223,044,429			199,678		4,379,035		2,379,375
NET ASSETS	$	1,280,842,731		$	36,999,683	$	45,407,318	$	428,807,563
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,173,885,688		$	29,416,246	$	44,333,736	$	372,737,255
Undistributed net investment income		—			—		14,614		954,887
Accumulated net realized gain (loss) on investments		(212,715,392	)		2,132,565		39,862		(13,431,928	)
Net unrealized appreciation on investments		319,672,435			5,450,872		1,019,106		68,547,349
NET ASSETS	$	1,280,842,731		$	36,999,683	$	45,407,318	$	428,807,563
+ Including securities loaned at value	$	211,796,926		$	—	$	—	$	—
* Cost of investments in securities	$	926,329,536		$	30,834,359	$	43,353,105	$	355,377,787

See Accompanying Notes to Financial Statements
69

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007 (CONTINUED)

	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
Class I:
Net assets	$	1,103,032,787	$	12,659,765	$	34,173,375	$	271,555,217
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		22,833,278		1,024,070		3,374,221		24,020,827
Net asset value and redemption price per share	$	48.31	$	12.36	$	10.13	$	11.30
Class S:
Net assets	$	169,485,411	$	9,417,298	$	11,233,943	$	157,240,661
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		3,561,790		772,276		1,108,864		13,972,697
Net asset value and redemption price per share	$	47.58	$	12.19	$	10.13	$	11.25
Class ADV:
Net assets	$	8,324,533	$	14,922,620		n/a	$	11,685
Shares authorized		100,000,000		100,000,000		n/a		100,000,000
Par value	$	0.001	$	0.001		n/a	$	0.001
Shares outstanding		177,563		1,238,051		n/a		1,041
Net asset value and redemption price per share	$	46.88	$	12.05		n/a	$	11.22

See Accompanying Notes to Financial Statements
70

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	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+*	$	19,943,957		$	61,143,488		$	2,616,501,428	$	419,726,560
Short-term investments**		—			—			—		5,218,605
Short-term investments at amortized cost		—			20,374,714			362,406,976		117,322,794
Cash		2,100,390			496,594			292,189		7,308,953
Foreign currencies at value***		—			—			4,885,826		2,557,084
Receivables:
Investment securities sold		23,314			176,450			—		5,118,460
Fund shares sold		5,971			15,680			5,361,919		681,650
Dividends and interest		21,816			257,838			2,955,662		5,132,376
Variation margin receivable		—			—			—		427,712
Unrealized appreciation on forward foreign currency contracts		—			—			—		6,657,654
Upfront payments made on swap agreements		—			—			—		48,063
Unrealized appreciation on swap agreements		—			—			—		2,769,523
Total assets		22,095,448			82,464,764			2,992,404,000		572,969,434
LIABILITIES:
Payable for investment securities purchased		59,310			—			—		9,966,535
Payable for fund shares redeemed		398,230			857,857			6,628,708		726,217
Payable for futures variation margin		—			—			—		47,531
Payable upon receipt of securities loaned		—			18,685,000			362,276,998		32,837,634
Sales commitments, at value (Note 2)^		—			—			—		524,426
Unrealized depreciation on forward foreign currency contracts		—			—			—		5,292,352
Upfront payments received on swap agreements		—			—			—		402,868
Unrealized depreciation on swap agreements		—			—			—		3,406,751
Payable to affiliates		23,148			68,222			1,579,002		253,210
Payable for directors fees		721			—			—		—
Other accrued expenses and liabilities		19,686			—			161		21,660
Options written^^		—			—			—		18,646
Accrued foreign taxes on capital gains		—			—			9,875		—
Total liabilities		501,095			19,611,079			370,494,744		53,497,830
NET ASSETS	$	21,594,353		$	62,853,685		$	2,621,909,256	$	519,471,604
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	20,890,203		$	58,798,351		$	1,843,103,711	$	473,293,800
(Distributions in excess of net investment income)/ Undistributed net investment income		957			952,371			43,956,836		33,948,150
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		(347,790	)		7,834,576			141,963,261		1,606,772
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		1,050,983			(4,731,613	)		592,885,448		10,622,882
NET ASSETS	$	21,594,353		$	62,853,685		$	2,621,909,256	$	519,471,604
+ Including securities loaned at value	$	—		$	18,344,694		$	345,357,777	$	31,312,678
* Cost of investments in securities	$	18,892,974		$	65,875,101		$	2,023,622,777	$	410,297,025
** Cost of short-term investments	$	—		$	—		$	—	$	5,206,372
*** Cost of foreign currencies	$	—		$	—		$	4,871,712	$	2,297,028
^ Cost of sales commitments	$	—		$	—		$	—	$	524,636
^^ Premiums received from options written	$	—		$	—		$	—	$	61,354

See Accompanying Notes to Financial Statements
71

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007 (CONTINUED)

	ING Neuberger Berman Regency Portfolio		ING OpCap Balanced Value Portfolio		ING Oppenheimer Global Portfolio		ING Oppenheimer Strategic Income Portfolio
Class I:
Net assets	$	6,222,179	$	3,834,655	$	2,289,589,478	$	415,034,829
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		575,346		302,448		135,752,441		37,049,483
Net asset value and redemption price per share	$	10.81	$	12.68	$	16.87	$	11.20
Class S:
Net assets	$	15,372,174	$	58,266,999	$	232,650,989	$	83,977,174
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		1,423,158		4,596,238		14,134,972		7,493,481
Net asset value and redemption price per share	$	10.80	$	12.68	$	16.46	$	11.21
Class ADV:
Net assets		n/a	$	752,031	$	99,668,789	$	20,459,601
Shares authorized		n/a		100,000,000		100,000,000		100,000,000
Par value		n/a	$	0.001	$	0.001	$	0.001
Shares outstanding		n/a		59,645		6,086,066		1,840,330
Net asset value and redemption price per share		n/a	$	12.61	$	16.38	$	11.12

See Accompanying Notes to Financial Statements
72

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	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+*	$	546,429,360		$	106,922,211	$	1,051,304,042	$	1,603,141,940
Short-term investments at amortized cost		17,651,322			3,161,464		301,491,551		240,182,511
Cash		21,308,102			1,284,164		346,851		8,763,487
Cash collateral for futures		2,420,000			—		—		—
Foreign currencies at value**		2,651,744			—		6,335		871,418
Receivables:
Investment securities sold		110,014,561			—		—		2,058,015
Fund shares sold		7,618,872			272,694		41,443		1,694,731
Dividends and interest		2,835,318			1,426,448		548,665		1,802,241
Variation margin receivable		533,514			—		—		—
Unrealized appreciation on forward foreign currency contracts		2,387,959			—		—		—
Upfront payments made on swap agreements		827,901			—		—		—
Unrealized appreciation on swap agreements		4,994,378			—		—		—
Reimbursement due from manager		—			2,902		—		—
Total assets		719,673,031			113,069,883		1,353,738,887		1,858,514,343
LIABILITIES:
Payable for investment securities purchased		213,305,602			865,506		864,446		951,683
Payable for fund shares redeemed		601,325			69,243		3,027,683		2,575,025
Payable for floating rate securities		461,592			—		—		—
Payable for futures variation margin		55,140			—		—		—
Payable upon receipt of securities loaned		9,478,131			—		299,744,758		205,312,787
Sales Commitments, at value (Note 2)^		11,409,355			—		—		—
Unrealized depreciation on forward foreign currency contracts		247,097			—		—		—
Upfront payments received on swap agreements		601,610			—		—		—
Unrealized depreciation on swap agreements		1,736,061			—		—		—
Income distribution payable		—			1,467		—		—
Payable to affiliates		301,541			67,678		617,008		1,120,806
Payable for directors fees		—			1,783		—		—
Other accrued expenses and liabilities		119,575			42,428		—		—
Options written^^		4,911,440			—		—		—
Accrued foreign taxes on capital gains		—			—		—		1,127,203
Total liabilities		243,228,469			1,048,105		304,253,895		211,087,504
NET ASSETS	$	476,444,562		$	112,021,778	$	1,049,484,992	$	1,647,426,839
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	440,765,583		$	108,273,979	$	767,040,986	$	1,280,263,485
Undistributed net investment income		17,469,733			5,483		1,740,086		10,503,070
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		(137,392	)		3,564,509		125,931,450		87,681,050
Net unrealized appreciation on investments, foreign currency related transactions, futures, swaps, and written options		18,346,638			177,807		154,772,470		268,979,234
NET ASSETS	$	476,444,562		$	112,021,778	$	1,049,484,992	$	1,647,426,839
+ Including securities loaned at value	$	9,243,385		$	—	$	291,195,430	$	197,807,296
* Cost of investments in securities	$	538,683,690		$	106,744,404	$	896,531,530	$	1,334,188,301
** Cost of foreign currencies	$	2,642,247		$	—	$	6,377	$	868,546
^ Cost of sales commitments	$	11,257,370		$	—	$	—	$	—
^^ Premiums received from options written	$	1,622,245		$	—	$	—	$	—

See Accompanying Notes to Financial Statements
73

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007 (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	$	320,725,380	$	105,104,665	$	995,471,063	$	1,442,335,723
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		27,151,473		10,250,524		104,539,331		23,304,715
Net asset value and redemption price per share	$	11.81	$	10.25	$	9.52	$	61.89
Class S:
Net assets	$	122,273,695	$	5,898,754	$	13,319,109	$	101,502,745
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		10,402,773		575,495		1,420,941		1,654,383
Net asset value and redemption price per share	$	11.75	$	10.25	$	9.37	$	61.35
Class ADV:
Net assets	$	33,445,487	$	1,018,359	$	40,694,820	$	103,588,371
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		2,867,762		99,591		4,411,920		1,704,414
Net asset value and redemption price per share	$	11.66	$	10.23	$	9.22	$	60.78

See Accompanying Notes to Financial Statements
74

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	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+*	$	130,217,820		$	227,529,860		$	413,111,929		$	34,654,309
Short-term investments at amortized cost		50,637,855			74,691,990			74,558,577			12,086,686
Cash		—			4,198,957			1,284,496			504,878
Foreign currencies at value**		93,810			—			—			—
Receivables:
Investment securities sold		308			1,958,441			734,951			24,941
Fund shares sold		139,167			553,530			598,245			73,959
Dividends and interest		117,525			188,870			602,019			8,495
Reimbursement due from manager		4,108			—			—			3,564
Total assets		181,210,593			309,121,648			490,890,217			47,356,832
LIABILITIES:
Payable for investment securities purchased		1,659,073			31,557,322			1,266,794			156,122
Payable for fund shares redeemed		525,211			131,235			1,129,707			890
Payable upon receipt of securities loaned		—			42,944,370			67,276,811			11,240,829
Payable to affiliates		144,371			163,806			336,076			29,440
Payable to custodian due to bank overdraft		76,468			—			—			—
Payable to custodian due to foreign currency overdraft***		—			2,085			—			—
Payable for directors fees		2,427			—			—			243
Other accrued expenses and liabilities		62,812			—			—			20,799
Accrued foreign taxes on capital gains		76,793			—			—			—
Total liabilities		2,547,155			74,798,818			70,009,388			11,448,323
NET ASSETS	$	178,663,438		$	234,322,830		$	420,880,829		$	35,908,509
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	165,532,119		$	367,916,327		$	428,959,171		$	36,011,658
Undistributed net investment income		812,669			1,829,398			4,358,803			1,694
Accumulated net realized loss on investments and foreign currency related transactions		(1,178,436	)		(145,089,300	)		(35,314,646	)		(978,335	)
Net unrealized appreciation on investments and foreign currency related transactions		13,497,086			9,666,405			22,877,501			873,492
NET ASSETS	$	178,663,438		$	234,322,830		$	420,880,829		$	35,908,509
+ Including securities loaned at value	$	—		$	41,034,756		$	65,034,575		$	10,801,244
* Cost of investments in securities	$	116,696,709		$	217,866,565		$	390,234,428		$	33,780,817
** Cost of foreign currencies	$	106,232		$	—		$	—		$	—
*** Cost of foreign currency overdraft	$	—		$	—		$	—		$	—

See Accompanying Notes to Financial Statements
75

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007 (CONTINUED)

	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
Class I:
Net assets	$	46,780,622	$	216,407,967	$	365,083,537	$	32,404,559
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		3,425,701		6,364,091		34,397,149		3,373,638
Net asset value and redemption price per share	$	13.66	$	34.00	$	10.61	$	9.61
Class S:
Net assets	$	131,881,669	$	13,718,550	$	45,303,004	$	3,502,984
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		9,676,388		406,498		4,323,997		366,161
Net asset value and redemption price per share	$	13.63	$	33.75	$	10.48	$	9.57
Class ADV:
Net assets	$	1,147	$	4,196,313	$	10,494,288	$	966
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		84		125,784		1,008,633		102
Net asset value and redemption price per share	$	13.65	$	33.36	$	10.40	$	9.48

See Accompanying Notes to Financial Statements
76

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	ING Van Kampen Comstock Portfolio		ING Van Kampen Equity and Income Portfolio
ASSETS:
Investments in securities at value+*	$	936,774,586	$	940,670,318
Short-term investments**		—		150,716
Short-term investments at amortized cost		133,259,502		52,587,631
Cash		764,248		102,473	��
Foreign currencies at value***		—		3,709
Receivables:
Fund shares sold		4,299,864		862,027
Dividends and interest		1,161,384		3,233,747
Total assets		1,076,259,584		997,610,621
LIABILITIES:
Payable for investment securities purchased		452,662		34,800,933
Payable for fund shares redeemed		1,102,754		3,241,207
Payable upon receipt of securities loaned		82,668,638		—
Payable to affiliates		817,754		502,898
Total liabilities		85,041,808		38,545,038
NET ASSETS	$	991,217,776	$	959,065,583
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	901,078,460	$	810,235,836
Undistributed net investment income		18,136,074		24,074,970
Accumulated net realized gain on investments		49,853,905		45,048,533
Net unrealized appreciation on investments and foreign currency related transactions		22,149,337		79,706,244
NET ASSETS	$	991,217,776	$	959,065,583
+ Including securities loaned at value	$	79,917,434	$	—
* Cost of investments in securities	$	914,625,249	$	860,963,531
** Cost of short-term investments	$	—	$	151,784
*** Cost of foreign currencies	$	—	$	3,184

See Accompanying Notes to Financial Statements
77

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007 (CONTINUED)

	ING Van Kampen Comstock Portfolio		ING Van Kampen Equity and Income Portfolio
Class I:
Net assets	$	608,951,252	$	811,810,357
Shares authorized		100,000,000		100,000,000
Par value	$	0.001	$	0.001
Shares outstanding		48,528,672		21,497,097
Net asset value and redemption price per share	$	12.55	$	37.76
Class S:
Net assets	$	342,155,071	$	133,012,958
Shares authorized		100,000,000		100,000,000
Par value	$	0.001	$	0.001
Shares outstanding		27,391,157		3,546,751
Net asset value and redemption price per share	$	12.49	$	37.50
Class ADV:
Net assets	$	40,111,453	$	14,242,268
Shares authorized		100,000,000		100,000,000
Par value	$	0.001	$	0.001
Shares outstanding		3,250,852		384,043
Net asset value and redemption price per share	$	12.34	$	37.09

See Accompanying Notes to Financial Statements
78

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	ING American Century Large Company Value Portfolio			ING American Century Small-Mid Cap Value Portfolio			ING Baron Asset Portfolio			ING Baron Small Cap Growth Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	3,005,542		$	2,132,254		$	241,898		$	3,833,742
Interest		263,160			66,323			36,809			1,736,583
Securities lending income		15,522			61,198			—			—
Total investment income		3,284,224			2,259,775			278,707			5,570,325
EXPENSES:
Investment management fees		969,402			1,076,330			236,162			4,819,650
Distribution and service fees:
Class S		52,265			115,993			7,965			893,864
Class ADV		51,365			66,532			17,046			248,306
Transfer agent fees		—			—			730			—
Administrative service fees		242,353			269,132			24,859			1,304,190
Shareholder reporting expense		—			—			2,190			—
Professional fees		—			—			11,444			—
Custody and accounting expense		—			—			2,920			—
Directors fees		—			—			2,285			—
Miscellaneous expense		—			—			3,924			—
Total expenses		1,315,385			1,527,987			309,525			7,266,010
Net waived and reimbursed fees		—			(247,925	)		(23,737	)		(33,507	)
Net expenses		1,315,385			1,280,062			285,788			7,232,503
Net investment income (loss)		1,968,839			979,713			(7,081	)		(1,662,178	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FUTURES:
Net realized gain (loss) on:
Investments		9,169,714			9,734,822			362,294			20,624,026
Foreign currency related transactions		—			(33,063	)		—			—
Futures		(375,104	)		—			—			—
Net realized gain on investments, foreign currency related transactions, and futures		8,794,610			9,701,759			362,294			20,624,026
Net change in unrealized appreciation or depreciation on:
Investments		(13,576,220	)		(13,409,292	)		1,314,017			10,257,100
Foreign currency related transactions		—			850			—			—
Futures		(81,477	)		—			—			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		(13,657,697	)		(13,408,442	)		1,314,017			10,257,100
Net realized and unrealized gain (loss) on investments, foreign currency related transactions, and futures		(4,863,087	)		(3,706,683	)		1,676,311			30,881,126
Increase (decrease) in net assets resulting from operations	$	(2,894,248	)	$	(2,726,970	)	$	1,669,230		$	29,218,948
* Foreign taxes withheld	$	26,052		$	1,220		$	747		$	584

See Accompanying Notes to Financial Statements
79

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	ING Columbia Small Cap Value II Portfolio			ING Davis New York Venture Portfolio			ING JPMorgan International Portfolio			ING JPMorgan Mid Cap Value Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	2,295,592		$	5,899,934		$	19,344,950		$	5,194,202
Interest		193,142			676,262			592,276			444,944
Securities lending income		—			—			709,524			44,720
Total investment income		2,488,734			6,576,196			20,646,750			5,683,866
EXPENSES:
Investment management fees		1,064,852			2,205,757			6,589,701			1,985,249
Distribution and service fees:
Class S		314,326			453,190			433,010			244,008
Class ADV		542			57,022			65,718			130,250
Transfer agent fees		465			—
Administrative service fees		141,979			275,771			1,647,440			661,794
Shareholder reporting expense		9,570			—			—			—
Professional fees		10,836			—			—			—
Custody and accounting expense		21,630			—			—			—
Directors fees		1,582			—			—			—
Miscellaneous expense		4,005			—			—			—
Total expenses		1,569,787			2,991,740			8,735,869			3,021,301
Net waived and reimbursed fees		—			—			(97,650	)		—
Brokerage commission recapture		(46,614	)		—			—			—
Net expenses		1,523,173			2,991,740			8,638,219			3,021,301
Net investment income		965,561			3,584,456			12,008,531			2,662,565
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FUTURES:
Net realized gain (loss) on:
Investments		4,807,249			4,459,010			240,904,660			19,782,786
Foreign currency related transactions		—			(30,041	)		(1,347,399	)		—
Futures		(248,628	)		—			(301,461	)		—
Net realized gain on investments, foreign currency related transactions, and futures		4,558,621			4,428,969			239,255,800			19,782,786
Net change in unrealized appreciation or depreciation on:
Investments		(6,366,221	)		1,105,803			(163,253,369	)		(17,633,034	)
Foreign currency related transactions		—			(3,792	)		(3,799	)		—
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(6,366,221	)		1,102,011			(163,257,168	)		(17,633,034	)
Net realized and unrealized gain (loss) on investments, foreign currency related transactions, and futures		(1,807,600	)		5,530,980			75,998,632			2,149,752
Increase (decrease) in net assets resulting from operations	$	(842,039	)	$	9,115,436		$	88,007,163		$	4,812,317
* Foreign taxes withheld	$	—		$	29,764		$	1,994,992		$	7,323

See Accompanying Notes to Financial Statements
80

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	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
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	6,565,751		$	331,370		$	—		$	4,083,362
Interest		2,322,940			7,330			2,633,638			167,671
Securities lending income		452,150			—			—			—
Total investment income		9,340,841			338,700			2,633,638			4,251,033
EXPENSES:
Investment management fees		9,021,432			259,406			211,895			2,579,159
Distribution and service fees:
Class S		456,942			26,436			30,316			433,774
Class ADV		42,834			82,926			—			32
Transfer agent fees		—			—			730			730
Administrative service fees		1,754,315			81,051			45,084			429,855
Shareholder reporting expense		—		��	—			12,013			38,008
Professional fees		—			—			12,818			34,132
Custody and accounting expense		—			—			11,680			41,616
Directors fees		—			—			4,015			17,961
Miscellaneous expense		—			—			6,944			9,863
Interest expense on reverse repurchase agreements		—			—			74,352			—
Total expenses		11,275,523			449,819			409,847			3,585,130
Net waived and reimbursed fees		—			—			(5,257	)		(324,470	)
Net expenses		11,275,523			449,819			404,590			3,260,660
Net investment income (loss)		(1,934,682	)		(111,119	)		2,229,048			990,373
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		26,487,762			2,699,466			307,712			(13,322,011	)
Foreign currency related transactions		—			—			—			(19,396	)
Net realized gain (loss) on investments and foreign currency related transactions		26,487,762			2,699,466			307,712			(13,341,407	)
Net change in unrealized appreciation or depreciation on:
Investments		(41,450,102	)		(663,320	)		645,705			49,539,245
Foreign currency related transactions		—			—			—			1,270
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(41,450,102	)		(663,320	)		645,705			49,540,515
Net realized and unrealized gain (loss) on investments and foreign currency related transactions		(14,962,340	)		2,036,146			953,417			36,199,108
Increase (decrease) in net assets resulting from operations	$	(16,897,022	)	$	1,925,027		$	3,182,465		$	37,189,481
* Foreign taxes withheld	$	30,263		$	—		$	—		$	52,826

See Accompanying Notes to Financial Statements
81

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	ING Neuberger Berman Regency Portfolio			ING OpCap Balanced Value Portfolio			ING Oppenheimer Global Portfolio			ING Oppenheimer Strategic Income Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	323,391		$	822,331		$	58,451,384		$	30,374
Interest		22,591			1,052,879			957,810			29,130,726
Securities lending income		—			25,082			2,741,224			134,385
Total investment income		345,982			1,900,292			62,150,418			29,295,485
EXPENSES:
Investment management fees		139,028			622,087			16,688,714			2,306,960
Distribution and service fees:
Class S		30,444			178,993			486,260			157,366
Class ADV		8			9,188			526,220			116,108
Transfer agent fees		730			—			—			—
Administrative service fees		18,537			155,523			1,668,819			185,527
Shareholder reporting expense		3,748			—			—			—
Professional fees		8,872			—			—			—
Custody and accounting expense		6,040			—			—			—
Directors fees		62			—			—			—
Miscellaneous expense		4,046			—			—			—
Total expenses		211,515			965,791			19,370,013			2,765,961
Net waived and reimbursed fees		(17,526	)		—			(10,525	)		(34,468	)
Brokerage commission recapture		—			(22,999	)		—			—
Net expenses		193,989			942,792			19,359,488			2,731,493
Net investment income		151,993			957,500			42,790,930			26,563,992
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, SWAPS AND WRITTEN OPTIONS:
Net realized gain (loss) on:
Investments		(435,289	)		8,082,867			161,034,981			(16,128	)
Foreign currency related transactions		—			—			(627,743	)		5,688,250
Futures, swaps, and written options		—			—			—			4,621,747
Net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		(435,289	)		8,082,867			160,407,238			10,293,869
Net change in unrealized appreciation or depreciation on:
Investments (net of Indian capital gains tax accrued)**		317,041			(11,228,723	)		(25,008,311	)		1,756,830
Foreign currency related transactions		—			—			(48,095	)		1,320,150
Futures, swaps, and written options		—			—			—			(1,542,273	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		317,041			(11,228,723	)		(25,056,406	)		1,534,707
Net realized and unrealized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		(118,248	)		(3,145,856	)		135,350,832			11,828,576
Increase (decrease) in net assets resulting from operations	$	33,745		$	(2,188,356	)	$	178,141,762		$	38,392,568
* Foreign taxes withheld	$	1,697		$	19,773		$	3,489,927		$	29,875
** Foreign tax accrued on Indian investments	$	—		$	—		$	9,875		$	—

See Accompanying Notes to Financial Statements
82

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	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
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	35,931		$	352,888		$	8,917,704		$	17,289,592
Interest		20,252,757			7,539,870			33,506			2,221,621
Securities lending income		7,469			—			394,272			337,423
Total investment income		20,296,157			7,892,758			9,345,482			19,848,636
EXPENSES:
Investment management fees		1,954,626			734,865			7,129,681			9,256,344
Distribution and service fees
Class S		258,635			20,504			29,908			172,526
Class ADV		142,422			4,756			225,932			551,878
Transfer agent fees		—			836			—			—
Administrative service fees		744,288			122,476			222,835			2,311,669
Shareholder reporting expense		—			17,250			—			—
Professional fees		—			18,266			—			—
Custody and accounting expense		—			18,755			—			—
Directors fees		—			4,359			—			—
Miscellaneous expense		—			34,684			—			—
Interest expense		72,295			—			—			—
Total expenses		3,172,266			976,751			7,608,356			12,292,417
Net waived and reimbursed fees		—			(2,872	)		(4,519	)		(54,966	)
Brokerage commission recapture		—		��	—			(931	)		(54,753	)
Net expenses		3,172,266			973,879			7,602,906			12,182,698
Net investment income		17,123,891			6,918,879			1,742,576			7,665,938
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, SWAPS AND WRITTEN OPTIONS:
Net realized gain (loss) on:
Investments		3,112,868			3,593,207			129,203,008			96,241,180
Foreign currency related transactions		737,837			—			339			(753,727	)
Futures, swaps, and written options		(822,706	)		—			—			—
Net realized gain on investments, foreign currency related transactions, futures, swaps, and written options		3,027,999			3,593,207			129,203,347			95,487,453
Net change in unrealized appreciation or depreciation on:
Investments (net of Indian capital gains tax accrued)**		7,253,871			(2,411,487	)		9,773,664			35,456,983
Foreign currency related transactions		2,403,419			—			(42	)		31,785
Futures, swaps, and written options		9,091,366			—			—			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		18,748,656			(2,411,487	)		9,773,622			35,488,768
Net realized and unrealized gain on investments, foreign currency related transactions, futures, swaps, and written options		21,776,655			1,181,720			138,976,969			130,976,221
Increase in net assets resulting from operations	$	38,900,546		$	8,100,599		$	140,719,545		$	138,642,159
* Foreign taxes withheld	$	—		$	459		$	30,146		$	513,540
** Foreign tax accrued on Indian investments	$	—		$	—		$	—		$	1,127,203

See Accompanying Notes to Financial Statements
83

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	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
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	1,951,631		$	3,289,378		$	7,905,457		$	84,613
Interest		595,502			217,732			322,794			34,157
Securities lending income		—			277,796			69,460			5,052
Total investment income		2,547,133			3,784,906			8,297,711			123,822
EXPENSES:
Investment management fees		747,746			1,357,661			3,120,349			295,581
Distribution and service fees:
Class S		211,899			41,448			136,768			12,683
Class ADV		—			11,414			47,292			8
Transfer agent fees		497			—			—			399
Administrative service fees		93,463			522,227			668,742			33,677
Shareholder reporting expense		14,260			—			—			4,017
Professional fees		9,408			—			—			7,027
Custody and accounting expense		52,190			—			—			19,345
Directors fees		2,489			—			—			365
Miscellaneous expense		3,856			—			—			3,932
Total expenses		1,135,808			1,932,750			3,973,151			377,034
Net waived and reimbursed fees		(7,441	)		—			—			(29,455	)
Brokerage commission recapture		(1,490	)		—			(39,330	)		(6,577	)
Net expenses		1,126,877			1,932,750			3,933,821			341,002
Net investment income (loss)		1,420,256			1,852,156			4,363,890			(217,180	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		980,571			25,291,043			36,381,562			1,642,413
Foreign currency related transactions		(18,769	)		(17,835	)		—			—
Net realized gain on investments and foreign currency related transactions		961,802			25,273,208			36,381,562			1,642,413
Net change in unrealized appreciation or depreciation on:
Investments (net of Indian capital gains tax accrued)**		7,836,806			(13,082,411	)		(36,024,660	)		(31,887	)
Foreign currency related transactions		(10,287	)		1,618			—			—
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		7,826,519			(13,080,793	)		(36,024,660	)		(31,887	)
Net realized and unrealized gain on investments and foreign currency related transactions		8,788,321			12,192,415			356,902			1,610,526
Increase in net assets resulting from operations	$	10,208,577		$	14,044,571		$	4,720,792		$	1,393,346
* Foreign taxes withheld	$	167,138		$	69,829		$	—		$	—
** Foreign tax accrued on Indian investments	$	76,793		$	—		$	—		$	—

See Accompanying Notes to Financial Statements
84

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	ING Van Kampen Comstock Portfolio			ING Van Kampen Equity and Income Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	24,775,551		$	15,995,022
Interest		3,470,356			14,173,595
Securities lending income		153,862			—
Total investment income		28,399,769			30,168,617
EXPENSES:
Investment management fees		6,512,819			5,553,159
Distribution and service fees:
Class S		920,262			256,598
Class ADV		213,818			83,172
Administrative service fees		2,710,665			202,001
Total expenses		10,357,564			6,094,930
Net waived and reimbursed fees		(99,181	)		—
Net expenses		10,258,383			6,094,930
Net investment income		18,141,386			24,073,687
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain on investments		51,676,010			50,110,886
Net change in unrealized appreciation or depreciation on:
Investments		(91,003,406	)		(37,763,770	)
Foreign currency related transactions		—			271
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(91,003,406	)		(37,763,499	)
Net realized and unrealized gain (loss) on investments and foreign currency related transactions		(39,327,396	)		12,347,387
Increase (decrease) in net assets resulting from operations	$	(21,186,010	)	$	36,421,074
* Foreign taxes withheld	$	152,623		$	298,359

See Accompanying Notes to Financial Statements
85

STATEMENTS OF CHANGES IN NET ASSETS

	ING American Century Large Company Value Portfolio						ING American Century Small-Mid Cap Value Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	1,968,839		$	1,684,191		$	979,713		$	590,532
Net realized gain on investments, foreign currency related transactions, and futures		8,794,610			7,423,430			9,701,759			11,778,630
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		(13,657,697	)		8,776,919			(13,408,442	)		2,321,102
Increase (decrease) in net assets resulting from operations		(2,894,248	)		17,884,540			(2,726,970	)		14,690,264
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(1,330,944	)		(698,723	)		(302,597	)		(17,356	)
Class S		(256,957	)		(55,160	)		(181,755	)		(7,533	)
Class ADV		(99,016	)		(81,896	)		(24,752	)		(1,313	)
Net realized gains:
Class I		(5,750,073	)		(3,884,031	)		(5,866,192	)		(181,971	)
Class S		(1,415,763	)		(1,011,852	)		(5,719,356	)		(124,123	)
Class ADV		(693,173	)		(712,066	)		(1,692,685	)		(37,866	)
Total distributions		(9,545,926	)		(6,443,728	)		(13,787,337	)		(370,162	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		74,727,098			113,580,487			23,051,965			41,001,670
Dividends reinvested		9,545,926			6,443,728			13,787,337			370,162
		84,273,024			120,024,215			36,839,302			41,371,832
Cost of shares redeemed		(56,986,540	)		(110,225,198	)		(29,156,836	)		(47,475,484	)
Net increase (decrease) in net assets resulting from capital share transactions		27,286,484			9,799,017			7,682,466			(6,103,652	)
Net increase (decrease) in net assets		14,846,310			21,239,829			(8,831,841	)		8,216,450
NET ASSETS:
Beginning of year		115,797,552			94,557,723			108,529,395			100,312,945
End of year	$	130,643,862		$	115,797,552		$	99,697,554		$	108,529,395
Undistributed net investment income at end of year	$	1,963,858		$	1,681,936		$	876,695		$	519,895

See Accompanying Notes to Financial Statements
86

STATEMENTS OF CHANGES IN NET ASSETS

	ING Baron Asset Portfolio						ING Baron Small Cap Growth Portfolio
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment loss	$	(7,081	)	$	(17,416	)	$	(1,662,178	)	$	(1,378,652	)
Net realized gain (loss) on investments		362,294			(223,504	)		20,624,026			(1,279,457	)
Net change in unrealized appreciation or depreciation on investments		1,314,017			1,133,153			10,257,100			58,074,197
Increase in net assets resulting from operations		1,669,230			892,233			29,218,948			55,416,088
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		26,601,942			8,628,315			241,145,808			231,956,068
Dividends reinvested		—			—			—			3,906,693
		26,601,942			8,628,315			241,145,808			235,862,761
Cost of shares redeemed		(3,367,729	)		(413,084	)		(100,775,969	)		(132,467,474	)
Net increase in net assets resulting from capital share transactions		23,234,213			8,215,231			140,369,839			103,395,287
Net increase in net assets		24,903,443			9,107,464			169,588,787			154,902,009
NET ASSETS:
Beginning of period		9,107,464			—			475,657,830			320,755,821
End of period	$	34,010,907		$	9,107,464		$	645,246,617		$	475,657,830
Undistributed net investment income at end of period	$	—		$	—		$	23,826		$	38,018

⁽¹⁾ Commencement of operations

See Accompanying Notes to Financial Statements
87

STATEMENTS OF CHANGES IN NET ASSETS

	ING Columbia Small Cap Value II Portfolio						ING Davis New York Venture Portfolio
	Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	965,561		$	197,596		$	3,584,456		$	812,337
Net realized gain (loss) on investments, foreign currency related transactions and futures		4,558,621			(846,617	)		4,428,969			1,020,443
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions and futures		(6,366,221	)		5,171,325			1,102,011			17,059,275
Increase (decrease) in net assets resulting from operations		(842,039	)		4,522,304			9,115,436			18,892,055
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(20,982	)		—			(284,154	)		(3,834	)
Class S		(149,906	)		—			(483,957	)		(4,777	)
Class ADV		(226	)		—			—			—
Net realized gains:
Class I		—			—			(303,465	)		(1,096,008	)
Class S		—			—			(726,408	)		(6,206,778	)
Class ADV		—			—			(34,332	)		(842,626	)
Total distributions		(171,114	)		—			(1,832,316	)		(8,154,023	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		152,702,805			90,490,052			185,311,189			150,618,280
Dividends reinvested		171,114			—			1,832,316			8,154,023
		152,873,919			90,490,052			187,143,505			158,772,303
Cost of shares redeemed		(31,017,289	)		(7,303,662	)		(58,711,455	)		(17,972,189	)
Net increase in net assets resulting from capital share transactions		121,856,630			83,186,390			128,432,050			140,800,114
Net increase in net assets		120,843,477			87,708,694			135,715,170			151,538,146
NET ASSETS:
Beginning of period		87,708,694			—			207,773,057			56,234,911
End of period	$	208,552,171		$	87,708,694		$	343,488,227		$	207,773,057
Undistributed net investment income at end of period	$	946,098		$	197,055		$	3,537,474		$	777,814

⁽¹⁾ Commencement of operations

See Accompanying Notes to Financial Statements
88

STATEMENTS OF CHANGES IN NET ASSETS

	ING JPMorgan International Portfolio						ING JPMorgan Mid Cap Value Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	12,008,531		$	12,160,460		$	2,662,565		$	1,872,333
Net realized gain on investments, foreign currency related transactions and futures		239,255,800			73,432,592			19,782,786			12,710,480
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions and futures		(163,257,168	)		114,826,875			(17,633,034	)		16,832,277
Increase in net assets resulting from operations		88,007,163			200,419,927			4,812,317			31,415,090
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(10,733,166	)		(8,050,923	)		(1,069,126	)		(15,763	)
Class S		(3,129,801	)		(180,927	)		(524,023	)		(4,366	)
Class ADV		(269,186	)		(36,480	)		(117,731	)		(112	)
Net realized gains:
Class I		—			—			(6,921,274	)		(730,561	)
Class S		—			—			(4,728,001	)		(581,795	)
Class ADV		—			—			(1,307,919	)		(119,694	)
Total distributions		(14,132,153	)		(8,268,330	)		(14,668,074	)		(1,452,291	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		170,614,890			834,826,124			76,989,470			68,003,190
Dividends reinvested		14,132,153			8,268,330			14,668,074			1,452,291
		184,747,043			843,094,454			91,657,544			69,455,481
Cost of shares redeemed		(715,303,301	)		(847,832,867	)		(60,552,182	)		(31,649,117	)
Net increase (decrease) in net assets resulting from capital share transactions		(530,556,258	)		(4,738,413	)		31,105,362			37,806,364
Net increase (decrease) in net assets		(456,681,248	)		187,413,184			21,249,605			67,769,163
NET ASSETS:
Beginning of year		1,106,439,965			919,026,781			239,062,576			171,293,413
End of year	$	649,758,717		$	1,106,439,965		$	260,312,181		$	239,062,576
Undistributed net investment income at end of year	$	10,625,913		$	14,128,261		$	2,431,848		$	1,776,925

See Accompanying Notes to Financial Statements
89

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, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment loss	$	(1,934,682	)	$	(1,680,845	)	$	(111,119	)	$	(83,606	)
Net realized gain on investments		26,487,762			16,245,044			2,699,466			454,385
Net change in unrealized appreciation or depreciation on investments		(41,450,102	)		100,027,669			(663,320	)		1,200,255
Increase (decrease) in net assets resulting from operations		(16,897,022	)		114,591,868			1,925,027			1,571,034
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gains:
Class I		—			—			(169,765	)		(290,112	)
Class S		—			—			(138,021	)		(196,333	)
Class ADV		—			—			(212,710	)		(311,057	)
Total distributions		—			—			(520,496	)		(797,502	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		326,015,465			839,171,554			7,019,178			7,259,163
Dividends reinvested		—			—			520,496			797,502
		326,015,465			839,171,554			7,539,674			8,056,665
Cost of shares redeemed		(378,341,494	)		(580,359,060	)		(15,990,327	)		(22,910,555	)
Net increase (decrease) in net assets resulting from capital share transactions		(52,326,029	)		258,812,494			(8,450,653	)		(14,853,890	)
Net increase (decrease) in net assets		(69,223,051	)		373,404,362			(7,046,122	)		(14,080,358	)
NET ASSETS:
Beginning of year		1,350,065,782			976,661,420			44,045,805			58,126,163
End of year	$	1,280,842,731		$	1,350,065,782		$	36,999,683		$	44,045,805
Undistributed net investment income at end of year	$	—		$	—		$	—		$	—

See Accompanying Notes to Financial Statements
90

STATEMENTS OF CHANGES IN NET ASSETS

	ING Lord Abbett U.S. Government Securities Portfolio						ING Neuberger Berman Partners Portfolio
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006
FROM OPERATIONS:
Net investment income	$	2,229,048		$	2,070,072		$	990,373		$	1,099,787
Net realized gain (loss) on investments and foreign currency related transactions		307,712			(258,122	)		(13,341,407	)		20,100,578
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		645,705			373,401			49,540,515			(5,615,173	)
Increase in net assets resulting from operations		3,182,465			2,185,351			37,189,481			15,585,192
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(1,694,200	)		(1,544,159	)		(735,348	)		—
Class S		(524,972	)		(574,796	)		(401,596	)		—
Class ADV		—			(44	)		(20	)		—
Net realized gains:
Class I		—			—			(11,957,793	)		—
Class S		—			—			(7,987,123	)		—
Class ADV		—			—			(320	)		—
Total distributions		(2,219,172	)		(2,118,999	)		(21,082,200	)		—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		8,690,505			75,533,877			86,086,803			357,380,071
Proceeds from shares issued in merger (Note 12)		—			—			—			178,456,953
Dividends reinvested		2,219,172			2,003,224			21,082,146			—
		10,909,677			77,537,101			107,168,949			535,837,024
Cost of shares redeemed		(15,771,976	)		(28,297,129	)		(107,998,199	)		(137,892,684	)
Net increase (decrease) in net assets resulting from capital share transactions		(4,862,299	)		49,239,972			(829,250	)		397,944,340
Net increase (decrease) in net assets		(3,899,006	)		49,306,324			15,278,031			413,529,532
NET ASSETS:
Beginning of period		49,306,324			—			413,529,532			—
End of period	$	45,407,318		$	49,306,324		$	428,807,563		$	413,529,532
Undistributed net investment income at end of period	$	14,614		$	—		$	954,887		$	1,130,355

⁽¹⁾ Commencement of operations

See Accompanying Notes to Financial Statements
91

STATEMENTS OF CHANGES IN NET ASSETS

	ING Neuberger Berman Regency Portfolio						ING OpCap Balanced Value Portfolio
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	151,993		$	49,220		$	957,500		$	1,008,985
Net realized gain (loss) on investments		(435,289	)		64,825			8,082,867			9,325,152
Net change in unrealized appreciation or depreciation on investments		317,041			733,942			(11,228,723	)		(1,112,478	)
Increase (decrease) in net assets resulting from operations		33,745			847,987			(2,188,356	)		9,221,659
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(26,377	)		(26,062	)		(70,603	)		(63,166	)
Class S		(41,001	)		(18,035	)		(933,326	)		(755,243	)
Class ADV		—			(4	)		(7,730	)		(28,385	)
Net realized gains:
Class I		(10,360	)		(17,052	)		(472,086	)		—
Class S		(22,816	)		(17,975	)		(7,746,651	)		—
Class ADV		—			(3	)		(167,410	)		—
Return of capital:
Class I		(32,194	)		—			—			—
Class S		(61,662	)		—			—			—
Class ADV		—			—			—			—
Total distributions		(194,410	)		(79,131	)		(9,397,806	)		(846,794	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		21,795,242			13,473,019			6,539,436			7,538,615
Dividends reinvested		142,569			41,323			9,397,806			846,794
		21,937,811			13,514,342			15,937,242			8,385,409
Cost of shares redeemed		(12,716,167	)		(1,749,824	)		(29,096,784	)		(57,097,899	)
Net increase (decrease) in net assets resulting from capital share transactions		9,221,644			11,764,518			(13,159,542	)		(48,712,490	)
Net increase (decrease) in net assets		9,060,979			12,533,374			(24,745,704	)		(40,337,625	)
NET ASSETS:
Beginning of period		12,533,374			—			87,599,389			127,937,014
End of period	$	21,594,353		$	12,533,374		$	62,853,685		$	87,599,389
Undistributed net investment income at end of period	$	957		$	3,991		$	952,371		$	1,006,530

⁽¹⁾ Commencement of operations

See Accompanying Notes to Financial Statements
92

STATEMENTS OF CHANGES IN NET ASSETS

	ING Oppenheimer Global Portfolio						ING Oppenheimer Strategic Income Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	42,790,930		$	24,110,216		$	26,563,992		$	24,148,137
Net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		160,407,238			107,109,224			10,293,869			(2,389,860	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		(25,056,406	)		295,576,411			1,534,707			10,034,887
Increase in net assets resulting from operations		178,141,762			426,795,851			38,392,568			31,793,164
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(26,306,990	)		(1,633,130	)		(16,544,242	)		(1,398,755	)
Class S		(1,992,610	)		(64,010	)		(2,774,380	)		(62,039	)
Class ADV		(697,050	)		(65,785	)		(1,147,519	)		(14,604	)
Net realized gains:
Class I		(98,523,340	)		(3,444,323	)		—			—
Class S		(8,314,597	)		(150,378	)		—			—
Class ADV		(4,651,568	)		(177,950	)		—			—
Total distributions		(140,486,155	)		(5,535,576	)		(20,466,141	)		(1,475,398	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		162,375,715			219,061,778			167,160,488			90,602,877
Dividends reinvested		140,486,155			5,535,576			20,466,141			1,475,398
		302,861,870			224,597,354			187,626,629			92,078,275
Cost of shares redeemed		(477,615,687	)		(296,392,861	)		(111,289,160	)		(65,688,710	)
Net increase (decrease) in net assets resulting from capital share transactions		(174,753,817	)		(71,795,507	)		76,337,469			26,389,565
Net increase (decrease) in net assets		(137,098,210	)		349,464,768			94,263,896			56,707,331
NET ASSETS:
Beginning of year		2,759,007,466			2,409,542,698			425,207,708			368,500,377
End of year	$	2,621,909,256		$	2,759,007,466		$	519,471,604		$	425,207,708
Undistributed net investment income at end of year	$	43,956,836		$	28,989,763		$	33,948,150		$	19,686,469

See Accompanying Notes to Financial Statements
93

STATEMENTS OF CHANGES IN NET ASSETS

	ING PIMCO Total Return Portfolio						ING Pioneer High Yield Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006
FROM OPERATIONS:
Net investment income	$	17,123,891		$	12,142,759		$	6,918,879		$	4,581,905
Net realized gain on investments, foreign currency related transactions, futures, swaps, and written options		3,027,999			1,214,775			3,593,207			318,237
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		18,748,656			334,694			(2,411,487	)		2,589,294
Increase in net assets resulting from operations		38,900,546			13,692,228			8,100,599			7,489,436
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(9,593,260	)		(4,464,221	)		(6,426,076	)		(3,999,136	)
Class S		(3,498,142	)		(1,499,405	)		(445,431	)		(466,680	)
Class ADV		(947,855	)		(429,622	)		(49,613	)		(175,101	)
Net realized gains:
Class I		—			—			—			(331,780	)
Class S		—			—			—			(23,180	)
Class ADV		—			—			—			(1,397	)
Total distributions		(14,039,257	)		(6,393,248	)		(6,921,120	)		(4,997,274	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		163,411,362			131,923,895			48,224,001			147,746,231
Dividends reinvested		14,039,257			6,393,248			6,919,827			4,830,169
		177,450,619			138,317,143			55,143,828			152,576,400
Cost of shares redeemed		(58,691,524	)		(96,199,045	)		(73,049,481	)		(26,320,610	)
Net increase (decrease) in net assets resulting from capital share transactions		118,759,095			42,118,098			(17,905,653	)		126,255,790
Net increase (decrease) in net assets		143,620,384			49,417,078			(16,726,174	)		128,747,952
NET ASSETS:
Beginning of period		332,824,178			283,407,100			128,747,952			—
End of period	$	476,444,562		$	332,824,178		$	112,021,778		$	128,747,952
Undistributed net investment income at end of period	$	17,469,733		$	14,285,429		$	5,483		$	2,120

⁽¹⁾ Commencement of operations

See Accompanying Notes to Financial Statements
94

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, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	1,742,576		$	1,957,378		$	7,665,938		$	7,028,530
Net realized gain on investments and foreign currency related transactions		129,203,347			98,051,061			95,487,453			71,505,254
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		9,773,622			2,141,735			35,488,768			83,050,300
Increase in net assets resulting from operations		140,719,545			102,150,174			138,642,159			161,584,084
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(1,960,207	)		—			(6,544,980	)		(2,793,872	)
Class S		—			—			(169,564	)		—
Class ADV		—			—			(52,430	)		—
Net realized gains:
Class I		(90,261,425	)		(23,791,368	)		(61,978,334	)		(1,879,138	)
Class S		(1,209,603	)		(530,826	)		(3,766,933	)		(77,274	)
Class ADV		(3,939,115	)		(1,209,471	)		(5,000,494	)		(164,722	)
Total distributions		(97,370,350	)		(25,531,665	)		(77,512,735	)		(4,915,006	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		24,781,765			98,056,004			386,482,105			463,870,698
Dividends reinvested		97,370,350			25,531,665			77,512,735			4,915,006
		122,152,115			123,587,669			463,994,840			468,785,704
Cost of shares redeemed		(241,797,598	)		(297,212,857	)		(292,305,674	)		(358,916,531	)
Net increase (decrease) in net assets resulting from capital share transactions		(119,645,483	)		(173,625,188	)		171,689,166			109,869,173
Net increase (decrease) in net assets		(76,296,288	)		(97,006,679	)		232,818,590			266,538,251
NET ASSETS:
Beginning of year		1,125,781,280			1,222,787,959			1,414,608,249			1,148,069,998
End of year	$	1,049,484,992		$	1,125,781,280		$	1,647,426,839		$	1,414,608,249
Undistributed net investment income at end of year	$	1,740,086		$	1,957,378		$	10,503,070		$	6,772,277

See Accompanying Notes to Financial Statements
95

STATEMENTS OF CHANGES IN NET ASSETS

	ING Templeton Foreign Equity Portfolio						ING Thornburg Value Portfolio
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	1,420,256		$	488,803		$	1,852,156		$	956,724
Net realized gain on investments and foreign currency related transactions		961,802			34,814			25,273,208			15,702,977
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		7,826,519			5,670,567			(13,080,793	)		12,080,692
Increase in net assets resulting from operations		10,208,577			6,194,184			14,044,571			28,740,393
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(429,134	)		(120,416	)		(845,816	)		(882,011	)
Class S		(1,000,610	)		(353,221	)		(76,409	)		(742	)
Class ADV		(11	)		(11	)		(9,561	)		(421	)
Net realized gains:
Class I		(345,586	)		(7,035	)		—			—
Class S		(996,073	)		(22,646	)		—			—
Class ADV		(9	)		(1	)		—			—
Total distributions		(2,771,423	)		(503,330	)		(931,786	)		(883,174	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		170,278,145			46,702,244			68,502,537			13,297,964
Dividends reinvested		2,645,202			375,868			931,786			883,174
		172,923,347			47,078,112			69,434,323			14,181,138
Cost of shares redeemed		(48,889,820	)		(5,576,209	)		(41,806,736	)		(40,932,472	)
Net increase (decrease) in net assets resulting from capital share transactions		124,033,527			41,501,903			27,627,587			(26,751,334	)
Net increase in net assets		131,470,681			47,192,757			40,740,372			1,105,885
NET ASSETS:
Beginning of period		47,192,757			—			193,582,458			192,476,573
End of period	$	178,663,438		$	47,192,757		$	234,322,830		$	193,582,458
Undistributed net investment income at end of period	$	812,669		$	1,653		$	1,829,398		$	926,863

⁽¹⁾ Commencement of operations

See Accompanying Notes to Financial Statements
96

STATEMENTS OF CHANGES IN NET ASSETS

	ING UBS U.S. Large Cap Equity Portfolio						ING UBS U.S. Small Cap Growth Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006
FROM OPERATIONS:
Net investment income (loss)	$	4,363,890		$	3,086,474		$	(217,180	)	$	(44,503	)
Net realized gain (loss) on investments		36,381,562			21,199,886			1,642,413			(27,700	)
Net change in unrealized appreciation or depreciation on investments		(36,024,660	)		22,179,628			(31,887	)		905,379
Increase in net assets resulting from operations		4,720,792			46,465,988			1,393,346			833,176
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(2,678,126	)		(2,308,904	)		—			—
Class S		(342,587	)		(110,985	)		—			—
Class ADV		(67,611	)		(9,291	)		—			—
Net realized gains:
Class I		—			—			(1,875,576	)		(190,476	)
Class S		—			—			(225,965	)		(43,189	)
Class ADV		—			—			(61	)		(8	)
Total distributions		(3,088,324	)		(2,429,180	)		(2,101,602	)		(233,673	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		105,677,385			123,409,952			27,105,175			34,639,445
Proceeds issued in merger (Note 12)		36,384,223			—			—			—
Dividends reinvested		3,088,324			2,429,180			1,904,929			191,856
		145,149,932			125,839,132			29,010,104			34,831,301
Cost of shares redeemed		(113,345,397	)		(63,216,458	)		(19,877,147	)		(7,946,996	)
Net increase in net assets resulting from capital share transactions		31,804,535			62,622,674			9,132,957			26,884,305
Net increase in net assets		33,437,003			106,659,482			8,424,701			27,483,808
NET ASSETS:
Beginning of period		387,443,826			280,784,344			27,483,808			—
End of period	$	420,880,829		$	387,443,826		$	35,908,509		$	27,483,808
Undistributed net investment income at end of period	$	4,358,803		$	3,083,237		$	1,694		$	43

⁽¹⁾ Commencement of operations

See Accompanying Notes to Financial Statements
97

STATEMENTS OF CHANGES IN NET ASSETS

	ING Van Kampen Comstock Portfolio						ING Van Kampen Equity and Income Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	18,141,386		$	15,070,077		$	24,073,687		$	24,109,993
Net realized gain on investments		51,676,010			27,683,718			50,110,886			27,988,516
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(91,003,406	)		89,764,920			(37,763,499	)		65,730,154
Increase (decrease) in net assets resulting from operations		(21,186,010	)		132,518,715			36,421,074			117,828,663
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(10,143,475	)		(4,223,582	)		(21,491,852	)		(16,983,138	)
Class S		(4,424,869	)		(2,802,840	)		(2,278,945	)		(1,563,228	)
Class ADV		(504,981	)		(241,587	)		(330,029	)		(264,974	)
Net realized gains:
Class I		(17,981,166	)		(20,901,834	)		(24,251,403	)		(30,185,503	)
Class S		(9,810,845	)		(19,152,742	)		(2,802,542	)		(2,949,494	)
Class ADV		(1,177,101	)		(1,609,973	)		(462,445	)		(581,467	)
Total distributions		(44,042,437	)		(48,932,558	)		(51,617,216	)		(52,527,804	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		316,790,683			634,525,643			77,017,123			90,334,622
Dividends reinvested		44,042,437			48,932,558			51,617,216			52,527,804
		360,833,120			683,458,201			128,634,339			142,862,426
Cost of shares redeemed		(334,718,811	)		(433,245,639	)		(186,472,061	)		(98,160,881	)
Net increase (decrease) in net assets resulting from capital share transactions		26,114,309			250,212,562			(57,837,722	)		44,701,545
Net increase (decrease) in net assets		(39,114,138	)		333,798,719			(73,033,864	)		110,002,404
NET ASSETS:
Beginning of year		1,030,331,914			696,533,195			1,032,099,447			922,097,043
End of year	$	991,217,776		$	1,030,331,914		$	959,065,583		$	1,032,099,447
Undistributed net investment income at end of year	$	18,136,074		$	15,068,013		$	24,074,970		$	24,096,125

See Accompanying Notes to Financial Statements
98

ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.03			14.24			14.22			13.03		9.97
Income (loss) from investment operations:
Net investment income	$	0.27	*		0.26	*		0.21			0.17		0.06
Net realized and unrealized gain (loss) on investments	$	(0.50	)		2.42			0.00	**		1.15		3.09
Total from investment operations	$	(0.23	)		2.68			0.21			1.32		3.15
Less distributions:
Net investment income	$	0.26			0.14			0.19			0.13		0.09
Net realized gains on investments	$	1.10			0.75			—			—		—
Total distributions	$	1.36			0.89			0.19			0.13		0.09
Net asset value, end of year	$	14.44			16.03			14.24			14.22		13.03
Total Return⁽¹⁾	%	(1.72	)		19.58			1.51			10.24		31.74
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	104,021			82,254			39,624			2,956		1,077
Ratios to average net assets:
Expenses	%	1.00			1.00			1.00			1.00		1.00
Net investment income	%	1.72			1.73			1.50			1.39		1.20
Portfolio turnover rate	%	44			56			105			38		38
	Class S
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.05			14.20			14.17			12.98		9.94
Income (loss) from investment operations:
Net investment income	$	0.23	*		0.21	*		0.15			0.15		0.11
Net realized and change in unrealized gain (loss) on investments	$	(0.51	)		2.43			0.02			1.14		3.00
Total from investment operations	$	(0.28	)		2.64			0.17			1.29		3.11
Less distributions:
Net investment income	$	0.20			0.04			0.14			0.10		0.07
Net realized gains on investments	$	1.10			0.75			—			—		—
Total distributions	$	1.30			0.79			0.14			0.10		0.07
Net asset value, end of year	$	14.47			16.05			14.20			14.17		12.98
Total Return⁽¹⁾	%	(2.00	)		19.30			1.26			10.05		31.34
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	17,126			23,019			43,127			66,267		63,547
Ratios to average net assets:
Expenses	%	1.25			1.25			1.25			1.25		1.25
Net investment income	%	1.44			1.43			1.06			1.05		1.00
Portfolio turnover rate	%	44			56			105			38		38

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

* Calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
99

ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	15.80			14.08			14.05			12.89		9.90
Income (loss) from investment operations:
Net investment income	$	0.19			0.18	*		0.12	*		0.10		0.08
Net realized and unrealized gain (loss) on investments	$	(0.49	)		2.38			0.03			1.14		2.99
Total from investment operations	$	(0.30	)		2.56			0.15			1.24		3.07
Less distributions:
Net investment income	$	0.16			0.09			0.12			0.08		0.08
Net realized gains on investments	$	1.10			0.75			—			—		—
Total distributions	$	1.26			0.84			0.12			0.08		0.08
Net asset value, end of year	$	14.24			15.80			14.08			14.05		12.89
Total Return⁽¹⁾	%	(2.17	)		18.89			1.09			9.70		31.13
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	9,497			10,524			11,806			8,684		7,313
Ratios to average net assets:
Expenses	%	1.50			1.50			1.50			1.50		1.50
Net investment income	%	1.20			1.21			0.87			0.81		0.75
Portfolio turnover rate	%	44			56			105			38		38

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
100

ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005		2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	13.58			11.77			12.24		10.77			8.16
Income (loss) from investment operations:
Net investment income	$	0.14	*		0.09	*		0.06		0.03			0.02
Net realized and unrealized gain (loss) on investments	$	(0.43	)		1.75			0.94		2.28			2.89
Total from investment operations	$	(0.29	)		1.84			1.00		2.31			2.91
Less distributions:
Net investment income	$	0.09			0.00	**		0.05		0.02			0.03
Net realized gains on investments	$	1.74			0.03			1.42		0.82			0.27
Total distributions	$	1.83			0.03			1.47		0.84			0.30
Net asset value, end of year	$	11.46			13.58			11.77		12.24			10.77
Total Return⁽¹⁾	%	(2.70	)		15.75			8.17		21.61			35.84
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	47,079			48,088			46,237		28,433			8,007
Ratios to average net assets:
Gross expenses prior to expense reimbursement	%	1.25			1.25			1.30		1.30			1.40
Net expenses after expense reimbursement⁽²⁾	%	1.02			1.22			1.30		1.30			1.32
Net investment income after expense reimbursement⁽²⁾	%	1.09			0.71			0.61		0.35			0.53
Portfolio turnover rate	%	146			156			101		107			137
	Class S
	Year Ended December 31,
	2007			2006			2005		2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	13.51			11.74			12.22		10.76			8.15
Income (loss) from investment operations:
Net investment income	$	0.11	*		0.05			0.04		0.00	**		0.02
Net realized and unrealized gain (loss) on investments	$	(0.42	)		1.75			0.92		2.28			2.87
Total from investment operations	$	(0.31	)		1.80			0.96		2.28			2.89
Less distributions:
Net investment income	$	0.06			0.00	**		0.02		0.00	**		0.01
Net realized gains on investments	$	1.74			0.03			1.42		0.82			0.27
Total distributions	$	1.80			0.03			1.44		0.82			0.28
Net asset value, end of year	$	11.40			13.51			11.74		12.22			10.76
Total Return⁽¹⁾	%	(2.90	)		15.43			7.85		21.34			35.49
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	40,309			47,839			43,053		37,816			12,363
Ratios to average net assets:
Gross expenses prior to expense reimbursement	%	1.50			1.50			1.55		1.55			1.65
Net expenses after expense reimbursement⁽²⁾	%	1.27			1.47			1.55		1.55			1.57
Net investment income after expense reimbursement⁽²⁾	%	0.82			0.39			0.35		0.09			0.23
Portfolio turnover rate	%	146			156			101		107			137

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

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

* Calculated using average number of shares outstanding throughout the period.

** Amount is less than $ 0.005.

See Accompanying Notes to Financial Statements
101

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

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005		2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	13.35			11.63			12.13		10.71			8.13
Income (loss) from investment operations:
Net investment income (loss)	$	0.08	**		0.02			0.01		(0.02	)		0.01
Net realized and unrealized gain (loss) on investments	$	(0.42	)		1.73			0.92		2.26			2.84
Total from investment operations	$	(0.34	)		1.75			0.93		2.24			2.85
Less distributions:
Net investment income	$	0.03			0.00	*		0.01		—			0.00	*
Net realized gains on investments	$	1.74			0.03			1.42		0.82			0.27
Total distributions	$	1.77			0.03			1.43		0.82			0.27
Net asset value, end of year	$	11.24			13.35			11.63		12.13			10.71
Total Return⁽¹⁾	%	(3.17	)		15.14			7.65		21.03			35.08
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	12,309			12,602			11,023		5,266			2,843
Ratios to average net assets:
Gross expenses prior to expense reimbursement	%	1.75			1.75			1.80		1.80			1.90
Net expenses after expense reimbursement⁽²⁾	%	1.52			1.72			1.80		1.80			1.82
Net investment income (loss) after expense reimbursement⁽²⁾	%	0.58			0.18			0.10		(0.14	)		0.00	*
Portfolio turnover rate	%	146			156			101		107			137

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

* Amount is less than $0.005 or 0.005%.

** Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
102

ING BARON ASSET PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I					Class S
	Year Ended December 31, 2007		January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			May 3 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	11.14		10.00			11.10			10.73
Income (loss) from investment operations:
Net investment income (loss)	$	0.01		(0.00	)**		(0.01	)		0.03	*
Net realized and unrealized gain on investments	$	1.02		1.14			1.00			0.34
Total from investment operations	$	1.03		1.14			0.99			0.37
Net asset value, end of period	$	12.17		11.14			12.09			11.10
Total Return⁽²⁾	%	9.25		11.40			8.92			3.45
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	25,781		5,583			4,731			313
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	1.14		1.58			1.39			1.83
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	1.05		1.05			1.30			1.30
Net investment income (loss) after expense reimbursement⁽³⁾⁽⁴⁾	%	0.07		(0.05	)		(0.14	)		0.31
Portfolio turnover rate	%	18		23			18			23

	Class ADV
	Year Ended December 31, 2007			January 18, 2006⁽¹⁾ to December 31 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	11.09			10.04
Income (loss) from investment operations:
Net investment loss	$	(0.05	)		(0.06	)
Net realized and unrealized gain on investments	$	1.01			1.11
Total from investment operations	$	0.96			1.05
Net asset value, end of period	$	12.05			11.09
Total Return⁽²⁾	%	8.66			10.46
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	3,499			3,211
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	1.64			2.08
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	1.55			1.55
Net investment loss after expense reimbursement⁽³⁾⁽⁴⁾	%	(0.44	)		(0.57	)
Portfolio turnover rate	%	18			23

⁽¹⁾ Commencement of operations.

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

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ 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.

* Calculated using average number of shares outstanding throughout the period.

** Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
103

ING BARON SMALL CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	18.55			16.21			15.06			11.74			8.77
Income (loss) from investment operations:
Net investment loss	$	(0.02	)		(0.02	)		(0.14	)*		(0.07	)		(0.05	)
Net realized and unrealized gain on investments	$	1.20			2.51			1.29			3.39			3.02
Total from investment operations	$	1.18			2.49			1.15			3.32			2.97
Less distributions:
Net realized gains on investments	$	—			0.15			—			—			—
Total distributions	$	—			0.15			—			—			—
Net asset value, end of year	$	19.73			18.55			16.21			15.06			11.74
Total Return⁽¹⁾	%	6.36			15.54			7.64			28.28			33.87
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	181,259			130,780			81,664			29,954			10,522
Ratios to average net assets:
Gross expenses prior to expense reimbursement and brokerage commission recapture	%	1.08			1.08			1.25			1.20			1.25
Net expenses after expense reimbursement and prior to brokerage commission recapture	%	1.08			1.08			1.20			1.20			1.21
Net expenses after expense reimbursement and brokerage commission recapture	%	1.08			1.08			1.20			1.20			1.21
Net investment loss after expense reimbursement and brokerage commission recapture	%	(0.10	)		(0.13	)		(0.87	)		(0.71	)		(0.90	)
Portfolio turnover rate	%	23			15			11			19			19
	Class S
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	18.33			16.06			14.96			11.69			8.76
Income (loss) from investment operations:
Net investment loss	$	(0.06	)		(0.06	)		(0.14	)*		(0.09	)		(0.07	)
Net realized and unrealized gain on investments	$	1.18			2.48			1.24			3.36			3.00
Total from investment operations	$	1.12			2.42			1.10			3.27			2.93
Less distributions:
Net realized gains on investments	$	—			0.15			—			—			—
Total distributions	$	—			0.15			—			—			—
Net asset value, end of year	$	19.45			18.33			16.06			14.96			11.69
Total Return⁽¹⁾	%	6.11			15.24			7.35			27.97			33.45
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	415,539			299,287			207,527			114,112			44,200
Ratios to average net assets:
Gross expenses prior to expense reimbursement and brokerage commission recapture	%	1.33			1.33			1.50			1.45			1.50
Net expenses after expense reimbursement and prior to brokerage commission recapture	%	1.32			1.33			1.45			1.45			1.46
Net expenses after expense reimbursement and brokerage commission recapture	%	1.32			1.33			1.45			1.45			1.46
Net investment loss after expense reimbursement and brokerage commission recapture	%	(0.34	)		(0.38	)		(0.92	)		(0.96	)		(1.15	)
Portfolio turnover rate	%	23			15			11			19			19

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
104

ING BARON SMALL CAP GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	18.11			15.90			14.85			11.64			8.74
Income (loss) from investment operations:
Net investment loss	$	(0.12	)		(0.10	)		(0.19	)*		(0.09	)		(0.12	)
Net realized and unrealized gain on investments	$	1.17			2.46			1.24			3.30			3.02
Total from investment operations	$	1.05			2.36			1.05			3.21			2.90
Less distributions:
Net realized gains on investments	$	—			0.15			—			—			—
Total distributions	$	—			0.15			—			—			—
Net asset value, end of year	$	19.16			18.11			15.90			14.85			11.64
Total Return⁽¹⁾	%	5.80			15.02			7.07			27.58			33.18
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	48,449			45,591			31,565			17,106			3,950
Ratios to average net assets:
Gross expenses prior to expense reimbursements and brokerage commission recapture	%	1.58			1.58			1.75			1.70			1.75
Net expenses after expense reimbursement and prior to brokerage commission recapture	%	1.58			1.58			1.70			1.70			1.71
Net expenses after expense reimbursement and brokerage commission recapture	%	1.58			1.58			1.70			1.70			1.71
Net investment loss after expense reimbursement and brokerage commission recapture	%	(0.61	)		(0.63	)		(1.23	)		(1.22	)		(1.42	)
Portfolio turnover rate	%	23			15			11			19			19

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
105

ING COLUMBIA SMALL CAP VALUE II PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I					Class S
	Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2007			May 1, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	10.17			10.00		10.15			9.95
Income from investment operations:
Net investment income	$	0.10	*		0.05		0.07	*		0.04	*
Net realized and unrealized gain on investments	$	0.23			0.12		0.23			0.16
Total from investment operations	$	0.33			0.17		0.30			0.20
Less distributions:
Net investment income	$	0.02			—		0.01			—
Total distributions	$	0.02			—		0.01			—
Net asset value, end of period	$	10.48			10.17		10.44			10.15
Total Return⁽²⁾	%	3.21			1.70		2.97			2.01
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	46,922			11,698		161,301			76,010
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture⁽³⁾	%	0.88			0.99		1.13			1.24
Net expenses after brokerage commission recapture⁽³⁾⁽⁴⁾	%	0.85			0.96		1.10			1.21
Net investment income after brokerage commission recapture⁽³⁾⁽⁴⁾	%	0.94			0.78		0.65			0.53
Portfolio turnover rate	%	50			48		50			48

	Class ADV
	Year Ended December 31, 2007			December 29, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	10.15			10.15
Income (loss) from investment operations:
Net investment income (loss)	$	0.05	*		(0.00	)**
Net realized and unrealized gain on investments	$	0.23			—
Total from investment operations	$	0.28			(0.00	)**
Less distributions:
Net investment income	$	0.02			—
Total distributions	$	0.02			—
Net asset value, end of period	$	10.41			10.15
Total Return⁽²⁾	%	2.73			—
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	330			1
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture⁽³⁾	%	1.38			1.49
Net expenses after brokerage commission recapture⁽³⁾⁽⁴⁾	%	1.35			1.46
Net investment income (loss) after brokerage commission recapture⁽³⁾⁽⁴⁾	%	0.50			(1.46	)
Portfolio turnover rate	%	50			48

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Calculated using average number of shares outstanding throughout the period.

** Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
106

ING DAVIS NEW YORK VENTURE PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	19.87			18.79			18.09			16.64			12.00
Income (loss) from investment operations:
Net investment income (loss)	$	0.31	*		0.18	*		0.06	*		0.05			(0.03	)*
Net realized and unrealized gain on investments	$	0.57			2.34			0.66			1.40			4.92
Total from investment operations	$	0.88			2.52			0.72			1.45			4.89
Less distributions:
Net investment income	$	0.07			0.01			0.02			—			0.25
Net realized gains on investments	$	0.08			1.43			—			—			—
Total distributions	$	0.15			1.44			0.02			—			0.25
Net asset value, end of year	$	20.60			19.87			18.79			18.09			16.64
Total Return⁽¹⁾	%	4.43			14.19			4.10			8.71			41.06
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	101,763			59,749			3,108			3,295			2,102
Ratios to average net assets:
Expenses	%	0.90			0.90			1.07			1.10			1.10
Net investment income (loss)	%	1.49			0.94			0.33			0.31			(0.21	)
Portfolio turnover rate	%	10			6			110			33			105
	Class S
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	19.70			18.69			17.99			16.59			11.97
Income (loss) from investment operations:
Net investment income (loss)	$	0.25	*		0.13	*		0.01	*		0.00	**		(0.02	)*
Net realized and unrealized gain on investments	$	0.57			2.31			0.69			1.40			4.86
Total from investment operations	$	0.82			2.44			0.70			1.40			4.84
Less distributions:
Net investment income	$	0.05			—			—			—			0.22
Net realized gains on investments	$	0.08			1.43			—			—			—
Total distributions	$	0.13			1.43			—			—			0.22
Net asset value, end of year	$	20.39			19.70			18.69			17.99			16.59
Total Return⁽¹⁾	%	4.16			13.85			3.89			8.44			40.68
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	231,511			134,821			41,822			56,159			56,159
Ratios to average net assets:
Expenses	%	1.15			1.15			1.32			1.35			1.35
Net investment income (loss)	%	1.23			0.69			0.06			0.02			(0.17	)
Portfolio turnover rate	%	10			6			110			33			105

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

* Calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
107

ING DAVIS NEW YORK VENTURE PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006		2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	19.39			18.46		17.82			16.47			11.94
Income (loss) from investment operations:
Net investment income (loss)	$	0.19	*		0.07		(0.03	)*		(0.02	)		(0.07	)*
Net realized and unrealized gain on investments	$	0.57			2.29		0.67			1.37			4.85
Total from investment operations	$	0.76			2.36		0.64			1.35			4.78
Less distributions:
Net investment income	$	—			—		0.00	**		—			0.25
Net realized gains on investments	$	0.08			1.43		—			—			—
Total distributions	$	0.08			1.43		0.00	**		—			0.25
Net asset value, end of year	$	20.07			19.39		18.46			17.82			16.47
Total Return⁽¹⁾	%	3.91			13.58		3.62			8.20			40.31
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	10,214			13,203		11,305			10,195			3,299
Ratios to average net assets:
Expenses	%	1.40			1.40		1.57			1.60			1.60
Net investment income (loss)	%	0.94			0.44		(0.18	)		(0.18	)		(0.51	)
Portfolio turnover rate	%	10			6		110			33			105

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

* Calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
108

ING JPMORGAN INTERNATIONAL PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.26			13.43			12.31			10.47		8.16
Income from investment operations:
Net investment income	$	0.26	*		0.20	*		0.17	*		0.18		0.14
Net realized and unrealized gain on investments	$	1.37			2.77			1.04			1.79		2.26
Total from investment operations	$	1.63			2.97			1.21			1.97		2.40
Less distributions:
Net investment income	$	0.37			0.14			0.09			0.13		0.09
Total distributions	$	0.37			0.14			0.09			0.13		0.09
Net asset value, end of year	$	17.52			16.26			13.43			12.31		10.47
Total Return⁽¹⁾	%	10.12			22.20			9.95			18.99		29.45
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	448,457			941,150			352,116			374,309		338,566
Ratios to average net assets:
Gross expenses prior to expense reimbursement	%	1.00			1.00			1.00			1.00		1.00
Net expenses after expense reimbursement	%	0.99			1.00			1.00			1.00		1.00
Net investment income after expense reimbursement	%	1.54			1.32			1.38			1.46		1.56
Portfolio turnover rate	%	15			22			8			12		23
	Class S
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.24			13.34			12.24			10.44		8.15
Income (loss) from investment operations:
Net investment income (loss)	$	0.21	*		0.15	*		0.13	*		0.11		(0.05	)
Net realized and unrealized gain on investments	$	1.37			2.77			1.06			1.81		2.43
Total from investment operations	$	1.58			2.92			1.19			1.92		2.38
Less distributions:
Net investment income	$	0.31			0.02			0.09			0.12		0.09
Total distributions	$	0.31			0.02			0.09			0.12		0.09
Net asset value, end of year	$	17.51			16.24			13.34			12.24		10.44
Total Return⁽¹⁾	%	9.76			21.92			9.79			18.65		29.38
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	185,539			155,075			563,406			201,653		8,034
Ratios to average net assets:
Gross expenses prior to expense reimbursement	%	1.25			1.25			1.25			1.25		1.25
Net expenses after expense reimbursement	%	1.24			1.25			1.25			1.25		1.25
Net investment income (loss) after expense reimbursement	%	1.20			1.05			1.03			0.85		(0.21	)
Portfolio turnover rate	%	15			22			8			12		23

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
109

ING JPMORGAN INTERNATIONAL PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.02			13.26			12.18			10.40		8.13
Income from investment operations:
Net investment income	$	0.15	*		0.10	*		0.10	*		0.08		0.05
Net realized and unrealized gain on investments	$	1.37			2.76			1.04			1.81		2.30
Total from investment operations	$	1.52			2.86			1.14			1.89		2.35
Less distributions:
Net investment income	$	0.34			0.10			0.06			0.11		0.08
Total distributions	$	0.34			0.10			0.06			0.11		0.08
Net asset value, end of year	$	17.20			16.02			13.26			12.18		10.40
Total Return⁽¹⁾	%	9.54			21.65			9.42			18.34		28.98
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	15,763			10,215			3,505			2,224		1,184
Ratios to average net assets:
Gross expenses prior to expense reimbursement	%	1.50			1.50			1.50			1.50		1.50
Net expenses after expense reimbursement	%	1.49			1.50			1.50			1.50		1.50
Net investment income (loss) after expense reimbursement	%	0.91			0.68			0.84			0.85		0.86
Portfolio turnover rate	%	15			22			8			12		23

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
110

ING JPMORGAN MID CAP VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.26			14.02			13.93		11.91		9.24
Income from investment operations:
Net investment income	$	0.19	**		0.14			0.08		0.04		0.05
Net realized and unrealized gain on investments	$	0.24			2.21			1.14		2.44		2.75
Total from investment operations	$	0.43			2.35			1.22		2.48		2.80
Less distributions:
Net investment income	$	0.12			0.00	*		0.08		0.04		0.05
Net realized gains on investments	$	0.80			0.11			1.05		0.42		0.08
Total distributions	$	0.92			0.11			1.13		0.46		0.13
Net asset value, end of year	$	15.77			16.26			14.02		13.93		11.91
Total Return⁽¹⁾	%	2.61			16.84			8.71		20.88		30.31
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	145,638			125,602			80,426		55,163		16,662
Ratios to average net assets:
Expenses	%	1.00			1.03			1.10		1.10		1.10
Net investment income	%	1.15			1.08			0.67		0.49		1.04
Portfolio turnover rate	%	52			44			52		45		44
	Class S
	Year Ended December 31,
	2007			2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.17			13.98			13.89		11.89		9.23
Income from investment operations:
Net investment income	$	0.15			0.12			0.05		0.02		0.04
Net realized and unrealized gain on investments	$	0.24			2.18			1.13		2.42		2.73
Total from investment operations	$	0.39			2.30			1.18		2.44		2.77
Less distributions:
Net investment income	$	0.09			0.00	*		0.04		0.02		0.03
Net realized gains on investments	$	0.80			0.11			1.05		0.42		0.08
Total distributions	$	0.89			0.11			1.09		0.44		0.11
Net asset value, end of year	$	15.67			16.17			13.98		13.89		11.89
Total Return⁽¹⁾	%	2.34			16.52			8.49		20.59		30.05
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	89,851			91,338			78,459		64,420		16,372
Ratios to average net assets:
Expenses	%	1.25			1.28			1.35		1.35		1.35
Net investment income	%	0.89			0.81			0.39		0.26		0.61
Portfolio turnover rate	%	52			44			52		45		44

⁽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.

* Amount is less than $0.005.

** Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
111

ING JPMORGAN MID CAP VALUE PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007		2006			2005		2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.03		13.89			13.84		11.86			9.22
Income (loss) from investment operations:
Net investment income (loss)	$	0.09		0.07			0.02		(0.00	)*		0.03
Net realized and unrealized gain on investments	$	0.25		2.18			1.11		2.40			2.70
Total from investment operations	$	0.34		2.25			1.13		2.40			2.73
Less distributions:
Net investment income	$	0.07		0.00	*		0.03		—			0.01
Net realized gains on investments	$	0.80		0.11			1.05		0.42			0.08
Total distributions	$	0.87		0.11			1.08		0.42			0.09
Net asset value, end of year	$	15.50		16.03			13.89		13.84			11.86
Total Return⁽¹⁾	%	2.06		16.26			8.11		20.31			29.68
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	24,824		22,123			12,408		4,980			1,354
Ratios to average net assets:
Expenses	%	1.50		1.53			1.60		1.60			1.60
Net investment income (loss)	%	0.64		0.61			0.20		(0.02	)		0.36
Portfolio turnover rate	%	52		44			52		45			44

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

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

See Accompanying Notes to Financial Statements
112

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	49.10			44.52			39.95			36.41			26.35
Income (loss) from investment operations:
Net investment income (loss)	$	(0.05	)		(0.02	)*		(0.15	)		0.03			(0.14	)*
Net realized and unrealized gain on investments	$	(0.74	)		4.60			4.72			3.51			10.20
Total from investment operations	$	(0.79	)		4.58			4.57			3.54			10.06
Net asset value, end of year	$	48.31			49.10			44.52			39.95			36.41
Total Return⁽¹⁾	%	(1.61	)		10.29			11.44	†		9.72			38.18
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	1,103,033			1,155,244			531,343			575,903			610,593
Ratios to average net assets:
Expenses	%	0.80			0.80			0.81			0.82			0.83
Net investment income (loss)	%	(0.11	)		(0.05	)		(0.33	)		0.06			(0.46	)
Portfolio turnover rate	%	5			6			10			3			0
	Class S
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	48.49			44.08			39.65			36.23			26.28
Income (loss) from investment operations:
Net investment loss	$	(0.18	)		(0.18	)*		(0.23	)		(0.01	)		(0.28	)*
Net realized and unrealized gain on investments	$	(0.73	)		4.59			4.66			3.43			10.23
Total from investment operations	$	(0.91	)		4.41			4.43			3.42			9.95
Net asset value, end of year	$	47.58			48.49			44.08			39.65			36.23
Total Return⁽¹⁾	%	(1.88	)		10.00			11.17	†		9.44			37.86
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	169,485			186,363			437,476			355,857			13,970
Ratios to average net assets:
Expenses	%	1.05			1.05			1.06			1.07			1.12
Net investment loss	%	(0.36	)		(0.40	)		(0.58	)		(0.04	)		(0.82	)
Portfolio turnover rate	%	5			6			10			3			0

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

* 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
113

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	47.89			43.64			39.35			36.04			26.22
Income (loss) from investment operations:
Net investment loss	$	(0.29	)		(0.27	)*		(0.33	)*		(0.12	)		(0.28	)*
Net realized and unrealized gain on investments	$	(0.72	)		4.52			4.62			3.43			10.10
Total from investment operations	$	(1.01	)		4.25			4.29			3.31			9.82
Net asset value, end of year	$	46.88			47.89			43.64			39.35			36.04
Total Return⁽¹⁾	%	(2.11	)		9.74			10.90	†		9.18			37.45
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	8,325			8,459			7,843			3,196			1,014
Ratios to average net assets:
Expenses	%	1.30			1.30			1.31			1.32			1.33
Net investment loss	%	(0.60	)		(0.59	)		(0.82	)		(0.45	)		(0.88	)
Portfolio turnover rate	%	5			6			10			3			0

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

* 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
114

ING LEGG MASON PARTNERS LARGE CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,												May 1, 2003⁽¹⁾ to December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	11.94			11.66			12.28			12.13			10.00
Income (loss) from investment operations:
Net investment income (loss)	$	(0.00	)*		0.01			0.00	*		0.00	*		(0.02	)
Net realized and unrealized gain on investments	$	0.58			0.45			0.53			0.71			2.15
Total from investment operations	$	0.58			0.46			0.53			0.71			2.13
Less distributions:
Net realized gains on investments	$	0.16			0.18			1.15			0.56			—
Total distributions	$	0.16			0.18			1.15			0.56			—
Net asset value, end of period	$	12.36			11.94			11.66			12.28			12.13
Total Return⁽²⁾	%	4.92			4.19			5.24			6.69			21.30
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	12,660			14,283			18,673			18,587			1
Ratios to average net assets:
Expenses⁽³⁾	%	0.84			0.84			0.84			0.89			0.90
Net investment income (loss)⁽³⁾	%	(0.01	)		0.10			0.01			0.04			(0.26	)
Portfolio turnover rate	%	16			14			27			291			116
	Class S
	Year Ended December 31,												May 1, 2003⁽¹⁾ to December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	11.81			11.57			12.22			12.11			10.00
Income (loss) from investment operations:
Net investment loss	$	(0.03	)		(0.02	)		(0.03	)		(0.00	)*		(0.04	)
Net realized and unrealized gain on investments	$	0.57			0.44			0.53			0.67			2.15
Total from investment operations	$	0.54			0.42			0.50			0.67			2.11
Less distributions:
Net realized gains on investments	$	0.16			0.18			1.15			0.56			—
Total distributions	$	0.16			0.18			1.15			0.56			—
Net asset value, end of period	$	12.19			11.81			11.57			12.22			12.11
Total Return⁽²⁾	%	4.63			3.88			5.02			6.45			21.00
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	9,417			11,402			14,287			16,118			1
Ratios to average net assets:
Expenses⁽³⁾	%	1.09			1.09			1.09			1.14			1.15
Net investment loss⁽³⁾	%	(0.26	)		(0.16	)		(0.23	)		(0.21	)		(0.53	)
Portfolio turnover rate	%	16			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
115

ING LEGG MASON PARTNERS LARGE CAP GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,												May 1, 2003⁽¹⁾ to December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	11.70			11.49			12.18			12.09			10.00
Income (loss) from investment operations:
Net investment loss	$	(0.07	)		(0.05	)		(0.06	)		(0.08	)		(0.06	)
Net realized and unrealized gain on investments	$	0.58			0.44			0.52			0.73			2.15
Total from investment operations	$	0.51			0.39			0.46			0.65			2.09
Less distributions:
Net realized gains on investments	$	0.16			0.18			1.15			0.56			—
Total distributions	$	0.16			0.18			1.15			0.56			—
Net asset value, end of period	$	12.05			11.70			11.49			12.18			12.09
Total Return⁽²⁾	%	4.42			3.64			4.69			6.21			20.90
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	14,923			18,361			25,166			33,408			42,935
Ratios to average net assets:
Expenses⁽³⁾	%	1.34			1.34			1.34			1.39			1.40
Net investment loss⁽³⁾	%	(0.50	)		(0.41	)		(0.49	)		(0.57	)		(0.78	)
Portfolio turnover rate	%	16			14			27			291			116

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

See Accompanying Notes to Financial Statements
116

ING LORD ABBETT U.S. GOVERNMENT SECURITIES PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I						Class S
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 18, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	9.93			10.00			9.93			10.05
Income (loss) from investment operations:
Net investment income	$	0.51	*		0.45	*		0.48	*		0.42	*
Net realized and unrealized loss on investments	$	0.21			(0.07	)		0.22			(0.12	)
Total from investment operations	$	0.72			0.38			0.70			0.30
Less distributions:
Net investment income	$	0.52			0.45			0.50			0.42
Total distributions	$	0.52			0.45			0.50			0.42
Net asset value, end of period	$	10.13			9.93			10.13			9.93
Total Return⁽²⁾	%	7.31			3.81			7.02			3.01
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	34,173			35,253			11,234			14,053
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	0.84			0.73			1.09			0.98
Net expense before interest expense on reverse repurchase agreements and after expense reimbursements⁽³⁾⁽⁴⁾	%	0.68			0.72			0.93			0.97
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	0.83			0.73			1.08			0.98
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	5.01			4.55			4.76			4.26
Portfolio turnover rate	%	250			699			250			699

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
117

ING NEUBERGER BERMAN PARTNERS PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I						Class S
	Year Ended December 31, 2007			January 19, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	10.93			10.20			10.90			10.00
Income from investment operations:
Net investment income	$	0.04	*		0.06	*		0.01	*		0.04	*
Net realized and unrealized gain on investments	$	0.90			0.67			0.90			0.86
Total from investment operations	$	0.94			0.73			0.91			0.90
Less distributions:
Net investment income	$	0.03			—			0.03			—
Net realized gains on investments	$	0.54			—			0.53			—
Total distributions	$	0.57			—			0.56			—
Net asset value, end of period	$	11.30			10.93			11.25			10.90
Total Return⁽²⁾	%	8.85			7.16			8.62			9.00
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	271,555			232,030			157,241			181,499
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	0.73			0.75			0.98			1.00
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	0.67			0.67			0.89			0.92
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	0.32			0.65			0.10			0.37
Portfolio turnover rate	%	47			111			47			111

	Class ADV
	Year Ended December 31, 2007			December 29, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	10.90			10.90
Income (loss) from investment operations:
Net investment loss	$	(0.02	)*		(0.00	)**
Net realized and unrealized gain on investments	$	0.91			—
Total from investment operations	$	0.89			(0.00	)**
Less distributions:
Net investment income	$	0.03			—
Net realized gains on investment	$	0.54			—
Total distribution	$	0.57			—
Net asset value, end of period	$	11.22			10.90
Total Return⁽²⁾	%	8.40			—
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	12			1
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	1.23			1.25
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	1.17			1.17
Net investment loss after expense reimbursement⁽³⁾⁽⁴⁾	%	(0.20	)		(1.17	)
Portfolio turnover rate	%	47			111

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Calculated using average number of shares outstanding throughout the period.

** Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
118

ING NEUBERGER BERMAN REGENCY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I					Class S
	Year Ended December 31, 2007		January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007		January 12, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	10.66		10.00			10.65		10.14
Income from investment operations:
Net investment income	$	0.10		0.06	*		0.07		0.04	*
Net realized and unrealized gain on investments	$	0.17		0.68			0.18		0.53
Total from investment operations	$	0.27		0.74			0.25		0.57
Less distributions from:
Net investment income	$	0.05		0.05			0.03		0.03
Net realized gains on investments	$	0.02		0.03			0.02		0.03
Return of capital	$	0.05		—			0.05		—
Total distributions	$	0.12		0.08			0.10		0.06
Net asset value, end of period	$	10.81		10.66			10.80		10.65
Total Return⁽²⁾	%	2.53		7.35			2.32		5.62
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	6,222		6,087			15,372		6,446
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	0.98		1.38			1.23		1.63
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	0.88		0.88			1.13		1.13
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	0.92		0.62			0.77		0.45
Portfolio turnover rate	%	78		36			78		36

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
119

ING OPCAP BALANCED VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	15.05			13.78			13.47		12.32		9.66
Income (loss) from investment operations:
Net investment income	$	0.21	*		0.17			0.11		0.14		0.10
Net realized and unrealized gain (loss) on investments	$	(0.63	)		1.29			0.29		1.15		2.84
Total from investment operations	$	(0.42	)		1.46			0.40		1.29		2.94
Less distributions:
Net investment income	$	0.25			0.19			0.09		0.14		0.28
Net realized gains on investments	$	1.70			—			—		—		—
Total distributions	$	1.95			0.19			0.09		0.14		0.28
Net asset value, end of year	$	12.68			15.05			13.78		13.47		12.32
Total Return⁽¹⁾	%	(3.79	)		10.75			2.98		10.58		30.72
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	3,835			4,459			4,204		4,046		1,064
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture	%	1.00			1.00			1.00		1.00		1.00
Net expenses after brokerage commission recapture	%	0.97			0.97			1.00		1.00		1.00
Net investment income after brokerage commission recapture	%	1.44			1.30			0.82		0.59		1.12
Portfolio turnover rate	%	105			79			80		110		125
	Class S
	Year Ended December 31,
	2007			2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	15.03			13.75			13.43		12.29		9.64
Income (loss) from investment operations:
Net investment income	$	0.18	*		0.14	*		0.08		0.04		0.11
Net realized and unrealized gain (loss) on investments	$	(0.63	)		1.27			0.29		1.22		2.79
Total from investment operations	$	(0.45	)		1.41			0.37		1.26		2.90
Less distributions:
Net investment income	$	0.20			0.13			0.05		0.12		0.25
Net realized gains on investments	$	1.70			—			—		—		—
Total distributions	$	1.90			0.13			0.05		0.12		0.25
Net asset value, end of year	$	12.68			15.03			13.75		13.43		12.29
Total Return⁽¹⁾	%	(3.97	)		10.36			2.70		10.32		30.32
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	58,267			79,371			120,274		160,159		140,554
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture	%	1.25			1.25			1.25		1.25		1.25
Net expenses after brokerage commission recapture	%	1.22			1.22			1.25		1.25		1.25
Net investment income after brokerage commission recapture	%	1.21			1.02			0.58		0.35		1.00
Portfolio turnover rate	%	105			79			80		110		125

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
120

ING OPCAP BALANCED VALUE PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006		2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	14.88			13.62		13.32		12.21		9.61
Income (loss) from investment operations:
Net investment income	$	0.22	*		0.11		0.04		0.04		0.09
Net realized and unrealized gain (loss) on investments	$	(0.72	)		1.26		0.29		1.17		2.77
Total from investment operations	$	(0.50	)		1.37		0.33		1.21		2.86
Less distributions:					��
Net investment income	$	0.08			0.11		0.03		0.10		0.26
Net realized gains on investments	$	1.69			—		—		—		—
Total distributions	$	1.77			0.11		0.03		0.10		0.26
Net asset value, end of year	$	12.61			14.88		13.62		13.32		12.21
Total Return⁽¹⁾	%	(4.27	)		10.19		2.46		10.00		30.08
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	752			3,769		3,458		3,767		2,665
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture	%	1.50			1.50		1.50		1.50		1.50
Net expenses after brokerage commission recapture	%	1.47			1.47		1.50		1.50		1.50
Net investment income after brokerage commission recapture	%	1.53			0.78		0.32		0.10		0.74
Portfolio turnover rate	%	105			79		80		110		125

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
121

ING OPPENHEIMER GLOBAL PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.68			14.17			12.80			11.23			8.40
Income from investment operations:
Net investment income	$	0.27	*		0.15	*		0.14	*		0.01			0.00	**
Net realized and unrealized gain on investments	$	0.82			2.39			1.60			1.69			2.83
Total from investment operations	$	1.09			2.54			1.74			1.70			2.83
Less distributions:
Net investment income	$	0.19			0.01			0.12			0.01			0.00	**
Net realized gains on investments	$	0.71			0.02			0.25			0.12			—
Total distributions	$	0.90			0.03			0.37			0.13			0.00
Net asset value, end of year	$	16.87			16.68			14.17			12.80			11.23
Total Return⁽¹⁾	%	6.57			17.98			13.57			15.28			33.73
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	2,289,589			2,518,662			2,262,201			843,253			426
Ratios to average net assets:
Expenses	%	0.66			0.66			0.66			0.77			1.20
Net investment income	%	1.57			0.96			1.05			1.11			0.22
Portfolio turnover rate	%	14			23			53			390			157
	Class S
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.31			13.90			12.58			11.06			8.39
Income from investment operations:
Net investment income	$	0.23	*		0.10	*		0.09	*		0.02			0.02
Net realized and unrealized gain on investments	$	0.80			2.34			1.58			1.62			2.65
Total from investment operations	$	1.03			2.44			1.67			1.64			2.67
Less distributions:
Net investment income	$	0.17			0.01			0.10			0.00	**		—
Net realized gains on investments	$	0.71			0.02			0.25			0.12			—
Total distributions	$	0.88			0.03			0.35			0.12			—
Net asset value, end of year	$	16.46			16.31			13.90			12.58			11.06
Total Return⁽¹⁾	%	6.35			17.60			13.27			15.01			31.82
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	232,651			145,060			40,831			19,143			14,291
Ratios to average net assets:
Expenses	%	0.91			0.91			0.91			1.02			1.45
Net investment income	%	1.37			0.66			0.71			0.19			0.19
Portfolio turnover rate	%	14			23			53			390			157

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

* Calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
122

ING OPPENHEIMER GLOBAL PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	16.22			13.85			12.50			11.02			8.38
Income from investment operations:
Net investment income	$	0.17	*		0.07	*		0.07	*		0.03			0.00	**
Net realized and unrealized gain on investments	$	0.81			2.33			1.56			1.57			2.64
Total from investment operations	$	0.98			2.40			1.63			1.60			2.64
Less distributions:
Net investment income	$	0.11			0.01			0.04			0.00	**		—
Net realized gains on investments	$	0.71			0.02			0.24			0.12			—
Total distributions	$	0.82			0.03			0.28			0.12			—
Net asset value, end of year	$	16.38			16.22			13.85			12.50			11.02
Total Return⁽¹⁾	%	6.04			17.36			13.07			14.71			31.50
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	99,669			95,286			106,510			127,653			856
Ratios to net assets:
Gross expenses prior to expense reimbursement	%	1.16			1.16			1.16			1.28			1.70
Net expenses after expense reimbursement	%	1.15			1.15			1.15			1.27			1.70
Net investment income (loss) after expense reimbursement	%	1.08			0.51			0.60			0.55			0.01
Portfolio turnover rate	%	14			23			53			390			157

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

* Calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements
123

ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,									November 8, 2004⁽¹⁾ to December 31,
	2007			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$	10.80			10.00			10.12			10.00
Income (loss) from investment operations:
Net investment income	$	0.64	*		0.66	*		0.35	*		0.02
Net realized and unrealized gain (loss) on investments	$	0.28			0.18			(0.24	)		0.12
Total from investment operations	$	0.92			0.84			0.11			0.14
Less distributions:
Net investment income	$	0.52			0.04			0.23			0.02
Total distributions	$	0.52			0.04			0.23			0.02
Net asset value, end of period	$	11.20			10.80			10.00			10.12
Total Return⁽²⁾	%	8.76			8.42			1.09			1.39
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	415,035			359,888			302,941			103,283
Ratios to average net assets:
Expenses⁽³⁾	%	0.54			0.54			0.54			0.52
Net investment income⁽³⁾	%	5.80			6.39			3.50			2.56
Portfolio turnover rate	%	104			140			216			145
	Class S
	Year Ended December 31,									November 8, 2004⁽¹⁾ to December 31,
	2007			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$	10.81			9.99			10.11			10.00
Income (loss) from investment operations:
Net investment income	$	0.62	*		0.64	*		0.32	*		0.02
Net realized and unrealized gain (loss) on investments	$	0.27			0.19			(0.24	)		0.11
Total from investment operations	$	0.89			0.83			0.08			0.13
Less distributions:
Net investment income	$	0.49			0.01			0.20			0.02
Total distributions	$	0.49			0.01			0.20			0.02
Net asset value, end of period	$	11.21			10.81			9.99			10.11
Total Return⁽²⁾	%	8.50			8.33			0.84			1.27
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	83,977			56,054			60,478			60,836
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	0.79			0.79			0.79			0.81
Net expenses after expense reimbursement⁽³⁾	%	0.75			0.75			0.75			0.77
Net investment income after expense reimbursement⁽³⁾	%	5.61			6.20			3.14			2.40
Portfolio turnover rate	%	104			140			216			145

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
124

ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,									November 8, 2004⁽¹⁾ to December 31,
	2007			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$	10.76			9.98			10.11			10.00
Income (loss) from investment operations:
Net investment income	$	0.59	*		0.62	*		0.30	*		0.02
Net realized and unrealized gain (loss) on investments	$	0.28			0.18			(0.24	)		0.11
Total from investment operations	$	0.87			0.80			0.06			0.13
Less distributions:
Net investment income	$	0.51			0.02			0.19			0.02
Total distributions	$	0.51			0.02			0.19			0.02
Net asset value, end of period	$	11.12			10.76			9.98			10.11
Total Return⁽²⁾	%	8.28			7.99			0.61			1.26
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	20,460			9,266			5,082			3,655
Ratios to net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	1.04			1.04			1.04			1.06
Net expenses after expense reimbursement⁽³⁾	%	1.00			1.00			1.00			1.02
Net investment income after expense reimbursement⁽³⁾	%	5.41			6.09			2.94			2.15
Portfolio turnover rate	%	104			140			216			145

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
125

ING PIMCO TOTAL RETURN PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	11.16			10.92			11.00			10.62			10.55
Income (loss) from investment operations:
Net investment income	$	0.51	*		0.42	*		0.34	*		0.16	*		0.29	*
Net realized and unrealized gain (loss) on investments	$	0.55			0.03			(0.08	)		0.33			0.17
Total from investment operations	$	1.06			0.45			0.26			0.49			0.46
Less distributions:
Net investment income	$	0.41			0.21			0.20			—			0.32
Net realized gains on investments	$	—			—			0.14			0.11			0.07
Total distributions	$	0.41			0.21			0.34			0.11			0.39
Net asset value, end of year	$	11.81			11.16			10.92			11.00			10.62
Total Return⁽¹⁾	%	9.79			4.21			2.36			4.61			4.36
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	320,725			213,734			176,607			78,521			43,987
Ratios to average net assets:
Expenses⁽²⁾	%	0.71			0.77			0.85			0.85			0.85
Net investment income⁽²⁾	%	4.49			3.86			3.07			1.51			2.67
Portfolio turnover rate	%	863			826			926			377			471
	Class S
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	11.11			10.87			10.96			10.61			10.55
Income (loss) from investment operations:
Net investment income	$	0.48	*		0.39	*		0.30	*		0.14	*		0.22	*
Net realized and unrealized gain (loss) on investments	$	0.55			0.04			(0.07	)		0.32			0.21
Total from investment operations	$	1.03			0.43			0.23			0.46			0.43
Less distributions:
Net investment income	$	0.39			0.19			0.18			—			0.30
Net realized gains on investments	$	—			—			0.14			0.11			0.07
Total distributions	$	0.39			0.19			0.32			0.11			0.37
Net asset value, end of year	$	11.75			11.11			10.87			10.96			10.61
Total Return⁽¹⁾	%	9.51			4.00			2.08			4.33			4.06
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	122,274			93,487			83,782			88,424			50,174
Ratios to average net assets:
Expenses⁽²⁾	%	0.96			1.02			1.10			1.10			1.10
Net investment income⁽²⁾	%	4.23			3.61			2.73			1.32			2.07
Portfolio turnover rate	%	863			826			926			377			471

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

⁽²⁾ Includes the impact of interest expense on inverse floaters.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
126

ING PIMCO TOTAL RETURN PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of period	$	11.03			10.81			10.91			10.59			10.53
Income (loss) from investment operations:
Net investment income	$	0.44	*		0.36	*		0.28	*		0.09	*		0.20	*
Net realized and unrealized gain (loss) on investments	$	0.55			0.03			(0.08	)		0.34			0.20
Total from investment operations	$	0.99			0.39			0.20			0.43			0.40
Less distributions:
Net investment income	$	0.36			0.17			0.16			—			0.27
Net realized gains on investments	$	—			—			0.14			0.11			0.07
Total distributions	$	0.36			0.17			0.30			0.11			0.34
Net asset value, end of period	$	11.66			11.03			10.81			10.91			10.59
Total Return⁽¹⁾	%	9.25			3.71			1.80			4.06			3.86
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	33,445			25,603			23,018			14,827			10,388
Ratios to average net assets:
Expenses⁽²⁾	%	1.21			1.27			1.35			1.35			1.35
Net investment income⁽²⁾	%	3.98			3.36			2.54			0.81			1.84
Portfolio turnover rate	%	863			826			926			377			471

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

⁽²⁾ Includes impact of interest expense on inverse floaters.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
127

ING PIONEER HIGH YIELD PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I						Class S
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 20, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	10.22			10.00			10.22			9.99
Income from investment operations:
Net investment income	$	0.59	*		0.57	*		0.57	*		0.54	*
Net realized and unrealized gain on investments	$	0.03			0.23			0.03			0.24
Total from investment operations	$	0.62			0.80			0.60			0.78
Less distributions:
Net investment income	$	0.59			0.55			0.57			0.52
Net realized gains on investments	$	—			0.03			—			0.03
Total distributions	$	0.59			0.58			0.57			0.55
Net asset value, end of period	$	10.25			10.22			10.25			10.22
Total Return⁽²⁾	%	6.15			8.24			5.89			8.01
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	105,105			119,959			5,899			8,280
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	0.78			0.80			1.03			1.05
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	0.77			0.73			1.02			0.98
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	5.67			5.70			5.43			5.43
Portfolio turnover rate	%	68			20			68			20

	Class ADV
	Year Ended December 31, 2007			January 20, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	10.22			9.99
Income from investment operations:
Net investment income	$	0.54	*		0.47	*
Net realized and unrealized gain on investments	$	0.01			0.30
Total from investment operations	$	0.55			0.77
Less distributions:
Net investment income	$	0.54			0.51
Net realized gains on investments	$	—			0.03
Total distributions	$	0.54			0.54
Net asset value, end of period	$	10.23			10.22
Total Return⁽²⁾	%	5.43			7.98
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1,018			510
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	1.28			1.30
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	1.27			1.23
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	5.22			4.97
Portfolio turnover rate	%	68			20

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
128

ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	9.22			8.65			8.06			7.40			5.11
Income (loss) from investment operations:
Net investment income (loss)	$	0.02			0.02			(0.00	)*		(0.00	)*		(0.02	)
Net realized and unrealized gain on investments	$	1.18			0.74			0.73			0.66			2.31
Total from investment operations	$	1.20			0.76			0.73			0.66			2.29
Less distributions:
Net investment income	$	0.02			—			—			—			—
Net realized gains on investments	$	0.88			0.19			0.14			—			—
Total distributions	$	0.90			0.19			0.14			—			—
Net asset value, end of year	$	9.52			9.22			8.65			8.06			7.40
Total Return⁽¹⁾	%	13.39			9.10			9.26			8.92			44.81
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	995,471			1,067,515			1,131,231			474,397			35,010
Ratios to average net assets:
Expenses	%	0.66			0.66			0.66			0.96			1.05
Net investment income (loss)	%	0.18			0.19			(0.04	)		(0.06	)		(0.76	)
Portfolio turnover rate	%	31			37			94			441			187
	Class S
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	9.10			8.55			7.99			7.36			5.09
Income (loss) from investment operations:
Net investment loss	$	(0.01	)		(0.01	)		(0.03	)		(0.07	)		(0.04	)
Net realized and unrealized gain on investments	$	1.16			0.75			0.73			0.70			2.31
Total from investment operations	$	1.15			0.74			0.70			0.63			2.27
Less distributions:
Net realized gains on investments	$	0.88			0.19			0.14			—			—
Total distributions	$	0.88			0.19			0.14			—			—
Net asset value, end of year	$	9.37			9.10			8.55			7.99			7.36
Total Return⁽¹⁾ %		13.01			8.97			8.96			8.56			44.60
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	13,319			10,100			21,871			29,155			30,354
Ratios to average net assets:
Expenses	%	0.91			0.91			0.91			1.21			1.30
Net investment loss	%	(0.07	)		(0.07	)		(0.30	)		(0.88	)		(1.00	)
Portfolio turnover rate	%	31			37			94			441			187

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

* Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
129

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

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	8.99			8.47			7.94			7.33			5.08
Income (loss) from investment operations:
Net investment loss	$	(0.03	)		(0.03	)		(0.05	)		(0.10	)		(0.07	)
Net realized and unrealized gain on investments	$	1.14			0.74			0.72			0.71			2.32
Total from investment operations	$	1.11			0.71			0.67			0.61			2.25
Less distributions:
Net realized gains on investments	$	0.88			0.19			0.14			—			—
Total distributions	$	0.88			0.19			0.14			—			—
Net asset value, end of year	$	9.22			8.99			8.47			7.94			7.33
Total Return⁽¹⁾	%	12.71			8.70			8.64			8.32			44.29
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	40,695			48,165			69,686			80,813			107,353
Ratios to net assets:
Gross expenses prior to expense reimbursement	%	1.16			1.16			1.16			1.47			1.55
Net expenses after expense reimbursement	%	1.15			1.15			1.15			1.46			1.55
Net investment loss after expense reimbursement	%	(0.31	)		(0.23	)		(0.54	)		(1.13	)		(1.24	)
Portfolio turnover rate	%	31			37			94			441			187

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

See Accompanying Notes to Financial Statements
130

ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	59.36			52.62			49.81			45.35		34.69
Income from investment operations:
Net investment income	$	0.32			0.33	*		0.19	*		0.29		0.09
Net realized and unrealized gain on investments	$	5.45			6.64			2.87			4.24		10.63
Total from investment operations	$	5.77			6.97			3.06			4.53		10.72
Less distributions:
Net investment income	$	0.31			0.14			0.25			0.07		0.06
Net realized gains on investments	$	2.93			0.09			—			—		—
Total distributions	$	3.24			0.23			0.25			0.07		0.06
Net asset value, end of year	$	61.89			59.36			52.62			49.81		45.35
Total Return⁽¹⁾	%	9.91			13.30			6.17			10.02		30.93
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	1,442,336			1,271,481			898,102			830,034		669,956
Ratios to average net assets:
Gross expenses prior to expense reimbursement and brokerage commission recapture	%	0.75			0.75			0.75			0.75		0.75
Net expenses after expense reimbursement and brokerage commission recapture	%	0.74			0.75			0.75			0.75		0.75
Net investment income after expense reimbursement and brokerage commission recapture	%	0.55			0.60			0.38			0.66		0.30
Portfolio turnover rate	%	58			43			41			39		34
	Class S
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	58.85			52.16			49.48			45.12		34.59
Income from investment operations:
Net investment income	$	0.15	*		0.28	*		0.06	*		0.22		0.06
Net realized and unrealized gain on investments	$	5.41			6.50			2.85			4.16		10.52
Total from investment operations	$	5.56			6.78			2.91			4.38		10.58
Less distributions:
Net investment income	$	0.13			—			—			—		—
Net realized gains on investments	$	2.93			0.09			0.23			0.02		0.05
Total distributions	$	3.06			0.09			0.23			0.02		0.05
Net asset value, end of year	$	61.35			58.85			52.16			49.48		45.12
Total Return⁽¹⁾	%	9.62			13.03			5.92			9.74		30.58
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	101,503			37,306			163,188			18,642		8,251
Ratios to average net assets:
Gross expenses prior to expense reimbursement and brokerage commission recapture	%	1.00			1.00			1.00			1.00		1.00
Net expenses after expense reimbursement and brokerage commission recapture	%	0.99			1.00			1.00			1.00		1.00
Net investment income after expense reimbursement and brokerage commission recapture	%	0.25			0.51			0.12			0.62		0.04
Portfolio turnover rate	%	58			43			41			39		34

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
131

ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006		2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	58.37			51.87		49.14			44.89		34.50
Income (loss) from investment operations:
Net investment income (loss)	$	0.03	*		0.05		(0.06	)*		0.11		(0.01	)
Net realized and unrealized gain on investments	$	5.34			6.54		2.84			4.14		10.44
Total from investment operations	$	5.37			6.59		2.78			4.25		10.43
Less distributions:
Net investment income	$	0.03			—		—			—		—
Net realized gains on investments	$	2.93			0.09		0.05			—		0.04
Total distributions	$	2.96			0.09		0.05			—		0.04
Net asset value, end of year	$	60.78			58.37		51.87			49.14		44.89
Total Return⁽¹⁾	%	9.36			12.73		5.66			9.47		30.27
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	103,588			105,821		86,781			78,870		60,182
Ratios to average net assets:
Gross expenses prior to expense reimbursement and brokerage commission recapture	%	1.25			1.25		1.25			1.25		1.25
Net expenses after expense reimbursement and brokerage commission recapture	%	1.24			1.25		1.25			1.25		1.25
Net investment income (loss) after expense reimbursement and brokerage commission recapture	%	0.05			0.11		(0.12	)		0.19		(0.24	)
Portfolio turnover rate	%	58			43		41			39		34

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
132

ING TEMPLETON FOREIGN EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I					Class S
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2007			January 12, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	12.03			10.00		12.01			10.02
Income from investment operations:
Net investment income	$	0.24	*		0.27		0.20	*		0.17	*
Net realized and unrealized gain on investments	$	1.63			1.90		1.63			1.95
Total from investment operations	$	1.87			2.17		1.83			2.12
Less distributions:
Net investment income	$	0.13			0.13		0.10			0.12
Net realized gains on investments	$	0.11			0.01		0.11			0.01
Total distributions	$	0.24			0.14		0.21			0.13
Net asset value, end of period	$	13.66			12.03		13.63			12.01
Total Return⁽²⁾	%	15.50			21.70		15.23			21.14
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	46,781			10,991		131,882			36,200
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	0.99			1.24		1.24			1.49
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	0.98			0.98		1.23			1.23
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	1.85			2.53		1.49			1.57
Portfolio turnover rate	%	20			5		20			5

	Class ADV
	Year Ended December 31, 2007			December 20, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	12.03			12.09
Income from investment operations:
Net investment income	$	0.18	*		0.00	**
Net realized and unrealized gain on investments	$	1.68			0.08
Total from investment operations	$	1.86			0.08
Less distributions:
Net investment income	$	0.13			0.13
Net realized gains on investments	$	0.11			0.01
Total distributions	$	0.24			0.14
Net asset value, end of period	$	13.65			12.03
Total Return⁽²⁾	%	15.42			0.66
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			1
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%	1.49			1.74
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	1.48			1.48
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	1.40			0.00	**
Portfolio turnover rate	%	20			5

⁽¹⁾Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* 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
133

ING THORNBURG VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	31.85			27.40			27.20			24.21			18.94
Income from investment operations:
Net investment income	$	0.28			0.15	*		0.11	*		0.24	*		0.10	*
Net realized and unrealized gain on investments	$	2.02			4.44			0.31			2.86			5.21
Total from investment operations	$	2.30			4.59			0.42			3.10			5.31
Less distributions:
Net investment income	$	0.15			0.14			0.22			0.11			0.04
Total distributions	$	0.15			0.14			0.22			0.11			0.04
Net asset value, end of year	$	34.00			31.85			27.40			27.20			24.21
Total Return⁽¹⁾	%	7.24			16.84			1.56			12.88			28.07
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	216,408			186,115			191,985			234,606			247,542
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture	%	0.90			0.90			0.90			0.90			0.90
Net expenses after brokerage commission recapture	%	0.90			0.90			0.90			0.90			0.90
Net investment income after brokerage commission recapture	%	0.92			0.51			0.43			0.85			0.47
Portfolio turnover rate	%	88			171			95			74			65
	Class S
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	31.68			27.24			27.04			24.09			18.89
Income from investment operations:
Net investment income	$	0.19	*		0.36	*		0.05	*		0.16	*		0.05	*
Net realized and unrealized gain on investments	$	2.03			4.14			0.28			2.87			5.19
Total from investment operations	$	2.22			4.50			0.33			3.03			5.24
Less distributions:
Net investment income	$	_0.15			0.06			0.13			0.08			0.04
Total distributions	$	0.15			0.06			0.13			0.08			0.04
Net asset value, end of year	$	33.75			31.68			27.24			27.04			24.09
Total Return⁽¹⁾	%	7.00			16.57			1.25			12.63			27.74
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	13,719			6,795			277			445			391
Ratios to average net assets:
Gross expenses prior prior to brokerage commission recapture	%	1.15			1.15			1.15			1.15			1.15
Net expenses after brokerage commission recapture	%	1.15			1.15			1.15			1.15			1.15
Net investment income after brokerage commission recapture	%	0.56			1.19			0.18			0.62			0.21
Portfolio turnover rate	%	88			171			95			74			65

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
134

ING THORNBURG VALUE PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$	31.38			27.03			26.86			23.98			18.84
Income (loss) from investment operations:
Net investment income (loss)	$	0.18	*		0.05	*		(0.02	)*		0.03	*		(0.01	)*
Net realized and unrealized gain on investments	$	1.93			4.34			0.29			2.92			5.17
Total from investment operations	$	2.11			4.39			0.27			2.95			5.16
Less distributions:
Net investment income	$	0.13			0.04			0.10			0.07			0.02
Total distributions	$	0.13			0.04			0.10			0.07			0.02
Net asset value, end of year	$	33.36			31.38			27.03			26.86			23.98
Total Return⁽¹⁾	%	6.73			16.26			1.03			12.36			27.39
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	4,196			673			214			267			159
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture	%	1.40			1.40			1.40			1.40			1.40
Net expenses after brokerage commission recapture	%	1.40			1.40			1.40			1.40			1.40
Net investment income (loss) after brokerage commission recapture	%	0.54			0.18			(0.08	)		0.27			(0.04	)
Portfolio turnover rate	%	88			171			95			74			65

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
135

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	10.56			9.30			8.58			7.54		6.07
Income from investment operations:
Net investment income	$	0.11			0.09			0.08	*		0.10		0.06
Net realized and unrealized gain on investments	$	0.02			1.25			0.72			1.00		1.45
Total from investment operations	$	0.13			1.34			0.80			1.10		1.51
Less distributions:
Net investment income	$	0.08			0.08			0.08			0.06		0.04
Total distributions	$	0.08			0.08			0.08			0.06		0.04
Net asset value, end of year	$	10.61			10.56			9.30			8.58		7.54
Total Return⁽¹⁾	%	1.18			14.51			9.38			14.76		24.95
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	365,084			355,204			270,692			267,249		264,755
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture	%	0.85			0.85			0.85			0.85		0.85
Net expenses after brokerage commission recapture	%	0.84			0.84			0.85			0.85		0.85
Net investment income after brokerage commission recapture	%	1.02			0.99			0.92			1.22		0.83
Portfolio turnover rate	%	48			39			51			140		126
	Class S
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	10.45			9.21			8.52			7.49		6.05
Income from investment operations:
Net investment income	$	0.08	*		0.08	*		0.06	*		0.09		0.01
Net realized and unrealized gain on investments	$	0.02			1.23			0.70			1.00		1.47
Total from investment operations	$	0.10			1.31			0.76			1.09		1.48
Less distributions:
Net investment income	$	0.07			0.07			0.07			0.06		0.04
Total distributions	$	0.07			0.07			0.07			0.06		0.04
Net asset value, end of year	$	10.48			10.45			9.21			8.52		7.49
Total Return⁽¹⁾	%	0.93			14.32			8.99			14.59		24.54
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	45,303			28,207			9,667			2,356		1,352
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture	%	1.10			1.10			1.10			1.10		1.10
Net expenses after brokerage commission recapture	%	1.09			1.09			1.10			1.10		1.10
Net investment income after brokerage commission recapture	%	0.75			0.79			0.64			1.06		0.37
Portfolio turnover rate	%	48			39			51			140		126

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
136

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

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	10.40			9.19			8.52			7.49		6.04
Income from investment operations:
Net investment income	$	0.06	*		0.06	*		0.03	*		0.05		0.02
Net realized and unrealized gain on investments	$	0.01			1.22			0.70			1.01		1.45
Total from investment operations	$	0.07			1.28			0.73			1.06		1.47
Less distributions:
Net investment income	$	0.07			0.07			0.06			0.03		0.02
Total distributions	$	0.07			0.07			0.06			0.03		0.02
Net asset value, end of year	$	10.40			10.40			9.19			8.52		7.49
Total Return⁽¹⁾	%	0.65			14.05			8.67			14.21		24.42
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	10,494			4,033			426			48		39
Ratios to average net assets:
Gross expenses prior to brokerage commission recapture	%	1.35			1.35			1.35			1.35		1.35
Net expenses after brokerage commission recapture	%	1.34			1.34			1.35			1.35		1.35
Net investment income after brokerage commission recapture	%	0.52			0.58			0.37			0.73		0.33
Portfolio turnover rate	%	48			39			51			140		126

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
137

ING UBS U.S. SMALL CAP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I						Class S
	Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	9.72			10.00			9.70			10.00
Income (loss) from investment operations:
Net investment loss	$	(0.06	)*		(0.02	)		(0.09	)*		(0.04	)*
Net realized and unrealized gain (loss) on investments	$	0.55			(0.18	)		0.56			(0.18	)
Total from investment operations	$	0.49			(0.20	)		0.47			(0.22	)
Less distributions:
Net realized gains on investments	$	0.60			0.08			0.60			0.08
Total distributions	$	0.60			0.08			0.60			0.08
Net asset value, end of period	$	9.61			9.72			9.57			9.70
Total Return⁽²⁾	%	5.01			(1.97	)		4.81			(2.17	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	32,405			22,417			3,503			5,065
Ratios to average net assets:
Gross expenses prior to expense reimbursement and brokerage commission recapture⁽³⁾	%	1.08			1.27			1.33			1.52
Net expenses after expense reimbursement and prior to brokerage commission recapture⁽³⁾⁽⁴⁾	%	1.00			1.00			1.25			1.25
Net expenses after expense reimbursement and brokerage commission recapture⁽³⁾⁽⁴⁾	%	0.98			0.95			1.23			1.20
Net investment loss after expense reimbursement and brokerage commission recapture⁽³⁾⁽⁴⁾	%	(0.61	)		(0.43	)		(0.86	)		(0.64	)
Portfolio turnover rate	%	118			104			118			104

	Class ADV
	Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	9.67			10.00
Income (loss) from investment operations:
Net investment loss	$	(0.10	)*		(0.08	)
Net realized and unrealized gain (loss) on investments	$	0.51			(0.17	)
Total from investment operations	$	0.41			(0.25	)
Less distributions:
Net realized gains on investments	$	0.60			0.08
Total distributions	$	0.60			0.08
Net asset value, end of period	$	9.48			9.67
Total Return⁽²⁾	%	4.20			(2.47	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			1
Ratios to average net assets:
Gross expenses prior to expense reimbursement and brokerage commission recapture⁽³⁾	%	1.58			1.77
Net expenses after expense reimbursement and prior to brokerage commission recapture⁽³⁾⁽⁴⁾	%	1.50			1.50
Net expenses after expense reimbursement and brokerage commission recapture⁽³⁾⁽⁴⁾	%	1.48			1.45
Net investment loss after expense reimbursement and brokerage commission recapture⁽³⁾⁽⁴⁾	%	(1.00	)		(1.19	)
Portfolio turnover rate	%	118			104

⁽¹⁾Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
138

ING VAN KAMPEN COMSTOCK PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	13.37			12.22			12.33			10.60		8.35
Income (loss) from investment operations:
Net investment income	$	0.24			0.24	*		0.19	*		0.12		0.09
Net realized and unrealized gain (loss) on investments	$	(0.49	)		1.66			0.24			1.66		2.41
Total from investment operations	$	(0.25	)		1.90			0.43			1.78		2.50
Less distributions:
Net investment income	$	0.21			0.13			0.08			—		0.08
Net realized gains on investments	$	0.36			0.62			0.46			0.05		0.17
Total distributions	$	0.57			0.75			0.54			0.05		0.25
Net asset value, end of year	$	12.55			13.37			12.22			12.33		10.60
Total Return⁽¹⁾	%	(2.04	)		16.19			3.74			16.90		29.92
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	608,951			634,470			133,987			70,308		33,398
Ratios to average net assets:
Gross expenses prior to expense reimbursement	%	0.85			0.88			0.95			0.90		0.95
Net expenses after expense reimbursement	%	0.84			0.84			0.87			0.90		0.95
Net investment income after expense reimbursement	%	1.78			1.91			1.57			1.40		1.28
Portfolio turnover rate	%	26			27			27			30		32
	Class S
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$	13.30			12.16			12.29			10.58		8.34
Income (loss) from investment operations:
Net investment income	$	0.21			0.21	*		0.16	*		0.09		0.05
Net realized and unrealized gain (loss) on investments	$	(0.49	)		1.64			0.24			1.67		2.42
Total from investment operations	$	(0.28	)		1.85			0.40			1.76		2.47
Less distributions:
Net investment income	$	0.17			0.09			0.07			—		0.06
Net realized gains on investments	$	0.36			0.62			0.46			0.05		0.17
Total distributions	$	0.53			0.71			0.53			0.05		0.23
Net asset value, end of period	$	12.49			13.30			12.16			12.29		10.58
Total Return⁽¹⁾	%	(2.28	)		15.86			3.47			16.74		29.67
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	342,155			358,431			537,092			317,797		139,236
Ratios to average net assets:
Gross expenses prior to expense reimbursement	%	1.10			1.13			1.20			1.15		1.20
Net expenses after expense reimbursement	%	1.09			1.09			1.12			1.15		1.20
Net investment income after expense reimbursement	%	1.52			1.67			1.31			1.15		1.06
Portfolio turnover rate	%	26			27			27			30		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 charges.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
139

ING VAN KAMPEN COMSTOCK PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	13.17			12.08			12.22			10.55		8.32
Income (loss) from investment operations:
Net investment income	$	0.17	*		0.18	*		0.13	*		0.08		0.07
Net realized and unrealized gain (loss) on investments	$	(0.48	)		1.62			0.24			1.64		2.37
Total from investment operations	$	(0.31	)		1.80			0.37			1.72		2.44
Less distributions:
Net investment income	$	0.16			0.09			0.04			—		0.04
Net realized gains on investments	$	0.36			0.62			0.47			0.05		0.17
Total distributions	$	0.52			0.71			0.51			0.05		0.21
Net asset value, end of year	$	12.34			13.17			12.08			12.22		10.55
Total Return⁽¹⁾	%	(2.51	)		15.57			3.20			16.41		29.34
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	40,111			37,431			25,455			12,569		8,556
Ratios to average net assets:
Gross expenses prior to expense reimbursement	%	1.35			1.38			1.45			1.40		1.45
Net expenses after expense reimbursement	%	1.34			1.34			1.37			1.40		1.45
Net investment income after expense reimbursement	%	1.27			1.42			1.06			0.86		0.77
Portfolio turnover rate	%	26			27			27			30		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 charges.

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
140

ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	Class I
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	38.47			36.09			33.47			30.35		23.94
Income from investment operations:
Net investment income	$	0.95	*		0.92	*		0.73	*		0.14		0.14
Net realized and unrealized gain on investments	$	0.41			3.48			1.95			3.15		6.40
Total from investment operations	$	1.36			4.40			2.68			3.29		6.54
Less distributions:
Net investment income	$	0.97			0.73			0.03			0.17		0.13
Net realized gains on investments	$	1.10			1.29			0.03			—		—
Total distributions	$	2.07			2.02			0.06			0.17		0.13
Net asset value, end of year	$	37.76			38.47			36.09			33.47		30.35
Total Return⁽¹⁾	%	3.56			12.67			8.02			10.86		27.37
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	811,810			925,305			847,997			551,489		2,883
Ratios to average net assets:
Expenses	%	0.57			0.57			0.57			0.74		1.10
Net investment income	%	2.42			2.49			2.10			1.88		0.72
Portfolio turnover rate	%	89			57			125			797		17
	Class S
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	38.24			35.93			33.37			30.27		23.88
Income from investment operations:
Net investment income	$	0.83	*		0.82	*		0.63	*		0.17		0.12
Net realized and unrealized gain on investments	$	0.42			3.47			1.96			3.03		6.33
Total from investment operations	$	1.25			4.29			2.59			3.20		6.45
Less distributions:
Net investment income	$	0.89			0.69			—			0.10		0.06
Net realized gains on investments	$	1.10			1.29			0.03			—		—
Total distributions	$	1.99			1.98			0.03			0.10		0.06
Net asset value, end of year	$	37.50			38.24			35.93			33.37		30.27
Total Return⁽¹⁾	%	3.29			12.40			7.77			10.62		27.04
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	133,013			88,409			59,793			34,477		17,744
Ratios to average net assets:
Expenses	%	0.82			0.82			0.82			0.99		1.35
Net investment income	%	2.16			2.25			1.84			0.99		0.46
Portfolio turnover rate	%	89			57			125			797		17

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
141

ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Year Ended December 31,
	2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$	37.82			35.55			33.11			30.07		23.81
Income from investment operations:
Net investment income	$	0.74	*		0.72	*		0.53	*		0.15		0.06
Net realized and unrealized gain on investments	$	0.41			3.43			1.95			2.96		6.30
Total from investment operations	$	1.15			4.15			2.48			3.11		6.36
Less distributions:
Net investment income	$	0.78			0.59			0.01			0.07		0.10
Net realized gains on investments	$	1.10			1.29			0.03			—		—
Total distributions	$	1.88			1.88			0.04			0.07		0.10
Net asset value, end of year	$	37.09			37.82			35.55			33.11		30.07
Total Return⁽¹⁾	%	3.06			12.12			7.49			10.32		26.76
Ratios and Supplemental Data:
Net assets, end of year (000's)	$	14,242			18,385			14,307			8,611		123
Ratios to average net assets:
Expenses	%	1.07			1.07			1.07			1.24		1.60
Net investment income	%	1.92			1.98			1.56			1.29		0.22
Portfolio turnover rate	%	89			57			125			797		17

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

* Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements
142

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007

NOTE 1 — ORGANIZATION

The Fund currently consists of thirty-seven Portfolios of which twenty-four diversified Portfolios and two non-diversified Portfolios are included in this report. The Portfolios are: ING American Century Large Company Value Portfolio ("American Century Large Company Value"); 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 New York Venture Portfolio ("Davis New York Venture") formerly, ING Davis Venture Value Portfolio; 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 La rge 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 ("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 Comsto ck Portfolio ("Van Kampen Comstock"); and ING Van Kampen Equity and Income Portfolio ("Van Kampen Equity and Income").

Davis New York Venture is classified as a "non-diversified" portfolio 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 Small-Mid Cap Value seeks long-term capital growth, 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 New York Venture seeks long-term growth of capital;

• 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;

• 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;

143

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 1 — ORGANIZATION (continued)

• 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 ("DSL" or "Investment Adviser"), a Delaware limited liability company, serves as the investment adviser to the Portfolios. ING Funds Distributor, LLC ("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 management services to both individuals and institutional investors.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

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

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

Securities and assets for which market quotations are not readily available (which may include certain restricted securities, which are subject to limitations as to their sale) are valued at their fair values as determined in good faith by or under the supervision of the Portfolios' Board of Directors ("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 a Portfolio's NAV is

144

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

145

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

146

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 investing 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 restricted securities may be considered liquid pursuant to guidelines app roved 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. When-Issued and 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 Portfo lios' custodian sufficient to cover the purchase price.

L. Mortgage Dollar Roll Transactions. Certain Portfolios may engage in dollar roll transactions with respect to mortgage-backed securities issued by Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corp. In a dollar roll transaction, a Portfolio sells a mortgage-backed security to a financial institution, such as a bank or broker/dealer, and simultaneously agrees to repurchase a substantially similar (i.e., same type, coupon, and maturity) security from the institution on a delayed delivery basis at an agreed upon price. The mortgage-backed securities that are repurchased will bear the same interest rate as those sold, but generally will be collateral ized 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. Certain Portfolios may purchase put and call options and may write (sell) put options and covered call options. The Portfolios may engage in option transactions as a hedge against adverse movements in the value of portfolio holdings or to increase market exposure. Option contracts are valued daily and unrealized gains or losses are recorded based upon the last sales price on the principal exchange on which the options are traded. An amount equal to the proceeds of the premium received by the Portfolios upon the writing of a put or call option is included in the Statements of Assets and Liabilities as an asset and equivalent liability which is subsequently marked-to-market until it is exercised or closed, or it expires. The Portfolios will realize a gain or loss upon the expiration or closing of the option contract. When an option is exercised, the proceeds on sales of the underlying security for a written call option, the purchase cost of the security for a written put option, or the cost of the security for a 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 covered call option is that the Portfolios give up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Portfolios may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Portfolios pay a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties to meet the terms of the contract.

N. Swap Contracts. 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

147

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Derivatives are also subject to credit risks related to the counterparty's ability to perform, and any deterioration in the counterparty's creditworthiness could adversely affect the instrument.

O. Reverse Repurchase Agreements. A reverse repurchase agreement involves the sale of a security, with an agreement to repurchase the same or a substantially similar security at an agreed upon price and date. Reverse repurchase agreements are considered borrowings and the difference between the sale and repurchase prices represents interest expense at an agreed upon rate. Whether such a transaction produces a gain for a Portfolio depends upon whether the income and gains on the securities purchased with the proceeds received from the sale of the security exceeds the interest expense incurred by the Portfolio. 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 resul t in a shareholder's loss of principal.

P. 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 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, 2007, 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
Orange County Sanitation District, 6.510%, due 02/01/33				$	924,678			$	461,592				3.67	%

Q. 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.

R. 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, 2007, 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	$	64,853,365	$	50,092,714
American Century Small-Mid Cap Value		152,383,641		156,872,594
Baron Asset		25,180,777		4,142,445
Baron Small Cap Growth		240,885,957		121,995,837
Columbia Small Cap Value II		181,173,949		69,218,786
Davis New York Venture		146,581,613		27,435,969
JPMorgan International		121,574,427		628,832,485
JPMorgan Mid Cap Value		157,087,927		133,015,486
Legg Mason Partners Aggressive Growth		80,697,330		60,813,115
Legg Mason Partners Large Cap Growth		6,269,911		15,721,599
Lord Abbett U.S. Government Securities		2,447,013		1,883,875
Neuberger Berman Partners		197,329,354		206,700,600
Neuberger Berman Regency		22,230,822		13,768,982
OpCap Balanced Value		70,287,179		99,383,310

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NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 3 — INVESTMENT TRANSACTIONS (continued)

	Purchases		Sales
Oppenheimer Global	$	373,805,854	$	648,136,921
Oppenheimer Strategic Income		224,820,117		213,487,757
PIMCO Total Return		246,776,638		112,366,160
Pioneer High Yield		81,439,344		100,368,438
T. Rowe Price Diversified Mid Cap		345,247,103		557,012,967
T. Rowe Price Growth Equity		944,869,853		850,452,362
Templeton Foreign Equity		92,408,177		16,280,264
Thornburg Value		210,042,781		179,649,877
UBS U.S. Large Cap Equity		207,400,120		206,924,479
UBS U.S. Small Cap Growth		45,143,671		38,987,158
Van Kampen Comstock		290,440,987		259,810,927
Van Kampen Equity And Income		250,319,792		340,829,737

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

	Purchases		Sales
Lord Abbett U.S. Government Securities	$	107,990,006	$	114,739,159
OpCap Balanced Value		9,675,095		2,123,776
Oppenheimer Strategic Income		239,559,265		222,664,223
PIMCO Total Return		3,877,781,500		3,798,658,213
Van Kampen Equity And Income		631,735,502		604,952,033

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 Small-Mid Cap Value				1.00%
Baron Asset⁽¹⁾				0.95% on the first $2 billion
				0.90% on the next $1 billion
				0.85% on the next $1 billion
				0.80% on assets over $4 billion
Baron Small Cap Growth⁽²⁾				0.85% on the first $4 billion
				0.80% on assets over $4 billion
Columbia Small Cap Value II				0.75%
Davis New York Venture				0.80%
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⁽³⁾				0.60% on the first $11 billion
				0.58% on the next $4 billion
				0.56% on assets over $16 billion

Portfolio				Fee
Oppenheimer Strategic Income				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⁽⁴⁾				0.85% on the first billion
				0.82% on assets over $1 billion
Van Kampen Comstock				0.60%
Van Kampen Equity and Income				0.55%

⁽¹⁾ Prior to July 27, 2007, the fee was 0.95%

⁽²⁾ Prior to July 27, 2007, the fee was 0.85%

⁽³⁾ Prior to July 27, 2007, the fee was 0.60%

⁽⁴⁾ Prior to July 27, 2007, the fee was 0.90%

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

For the year ended December 31, 2007, DSL waived $79,273 $97,650, $54,966 and $99,181 for American Century Small-Mid Cap Value, JPMorgan International, T. Rowe Price Growth Equity and Van Kampen Comstock, respectively.

The waiver represents 50% of negotiated fee reductions in sub-advisory fees being charged to the investment adviser. These waivers will continue through at least May 1, 2008 and there is no guarantee that the waivers will continue after said date. The waiver only renews at the election of DSL.

American Century Investment Management, Inc. serves as sub-adviser to American Century Large Company Value 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 New York Venture. JPMorgan Asset Management (U.K.) Limited serves as

149

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 4 — INVESTMENT ADVISORY AND ADMINISTRATIVE FEES (continued)

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. serves 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%

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 Small-Mid Cap Value				0.25%
Baron Small Cap Growth				0.23%
Davis New York Venture				0.10%
JPMorgan International				0.20%
JPMorgan Mid Cap Value				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				0.25% on the first $250 million
				0.10% on next $100 million
				0.05% on next $100 million
				0.03% on assets over $450 million
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⁽¹⁾				0.25% on the first $1.1 billion
				0.20% on assets over $1.1 billion
Van Kampen Equity and Income				0.02%

⁽¹⁾ Prior to April 30, 2007, the rate was 0.25%

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 contractually 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 contractually agreed to waive all or a portion of service fee for the Neuberger Berman Partners so that total net operation expenses do not

150

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 5 — DISTRIBUTION AND SERVICE FEES (continued)

exceed 0.89% for the Portfolio's respective S Class shares through April 30, 2009. Effective July 27, 2007, the Distributor has contractually agreed to waive all or a portion of the service fee for Baron Small Cap Growth so that net total expenses do not exceed 1.31% for S Class through July 27, 2009.

Fees paid to the Distributor and Shareholder Organizations by class during the year ended December 31, 2007 are shown in the accompanying Statements of Operations.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At December 31, 2007, 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 Sharholder Service and Distribution Fees		Accrued Recoupment		Total
American Century Large Company Value	$	85,878	$	21,470	$	7,943	$	—	$	115,291
American Century Small-Mid Cap Value		85,166		21,291		13,809		—		120,266
Baron Asset		27,314		2,871		2,461		—		32,646
Baron Small Cap Growth		464,871		125,789		101,396		—		692,056
Columbia Small Cap Value II		116,190		15,492		33,529		—		165,211
Davis New York Venture		228,680		28,585		52,396		—		309,661
JPMorgan International		454,561		113,641		45,562		—		613,764
JPMorgan Mid Cap Value		168,791		56,264		30,665		—		255,720
Legg Mason Partners Aggressive Growth		750,806		145,913		40,000		—		936,719
Legg Mason Partners Large Cap Growth		20,806		6,502		8,596		—		35,904
Lord Abbett U.S. Government Securities		18,074		3,845		2,375		—		24,294
Neuberger Berman Partners		220,969		36,828		29,524		—		287,321
Neuberger Berman Regency		12,876		1,717		2,966		5,589		23,148
OpCap Balanced Value		44,098		11,025		13,099		—		68,222
Oppenheimer Global		1,353,580		135,355		90,067		—		1,579,002
Oppenheimer Strategic Income		212,225		16,978		24,007		—		253,210

Portfolio	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Sharholder Service and Distribution Fees		Accrued Recoupment		Total
PIMCO Total Return	$	196,474	$	66,145	$	38,922	$	—	$	301,541
Pioneer High Yield		56,508		9,418		1,752		—		67,678
T. Rowe Price Diversified Mid Cap Growth		578,679		18,082		20,247		—		617,008
T. Rowe Price Growth Equity		842,983		210,743		67,080		—		1,120,806
Templeton Foreign Equity		96,988		12,123		27,645		7,615		144,371
Thornburg Value		114,973		44,222		4,611		—		163,806
UBS U.S. Large Cap Equity		264,806		56,744		14,526		—		336,076
UBS U.S. Small Cap Growth		25,654		3,018		768		—		29,440
Van Kampen Comstock		512,683		213,617		91,454		—		817,754
Van Kampen Equity and Income		452,837		16,465		33,596		—		502,898

At December 31, 2007, 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 Portfolio 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				$	6,672

NOTE 7 — OTHER ACCRUED EXPENSES AND LIABILITIES

At December 31, 2007, Baron Asset had the following expense included in Other Accrued Expenses and Liabilities on the Statements of Assets and Liabilities that exceded 5% of total liabilities.

Portfolio				Expense				Amount
Baron Asset				Audit				$	10,553

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

151

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 8 — EXPENSE LIMITATIONS (continued)

expenses to the following annual expenses to average daily net assets:

	Class ADV			Class I			Class S
American Century Small-Mid Cap Value⁽¹⁾		1.52	%		1.02	%		1.27	%
Baron Asset		1.55	%		1.05	%		1.30	%
Columbia Small Cap Value II		1.65	%		1.15	%		1.40	%
Lord Abbett U.S. Government Securities		N/A			0.72	%		0.97	%
Neuberger Berman Partners		1.17	%		0.67	%		0.92	%
Neuberger Berman Regency		N/A			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 January 1, 2007, American Century Small-Mid Cap Value 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.

At December 31, 2007, the amounts of waived and reimbursed fees that are subject to possible recoupment by the Investment Adviser, and the related expiration dates are as follows:

	December 31,
	2008		2009		2010		Total
American Century Small-Mid Cap Value	$	—	$	—	$	168,652	$	168,652
Baron Asset		—		42,786		23,737		66,523
Lord Abbett U.S. Government Securities		—		1,228		5,257		6,485
Neuberger Berman Partners		—		144,882		272,418		417,300
Neuberger Berman Regency		—		44,767		17,526		62,293
Pioneer High Yield		—		55,492		2,872		58,364
Templeton Foreign Equity		—		64,212		7,441		71,653
UBS U.S. Small Cap Growth		—		26,700		29,455		56,155

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.

NOTE 9 — OPTIONS WRITTEN

Transactions in options written for Oppenheimer Strategic Income for the year ended December 31, 2007 were as follows:

	EUR Notional			GBP Notional			JPY Notional			TRY Notional			Premium
Balance at 12/31/06		4,180,000			—			—			1,780,000		$	61,150
Options Written		51,700,000			9,970,000			6,906,000,000			—			909,299
Options Terminated in Closing Purchase Transactions		—			—			(478,000,000	)		—			(48,441	)
Options Expired		(29,380,000	)		(4,675,000	)		(3,030,000,000	)		(1,780,000	)		(461,595	)
Options Exercised		(25,200,000	)		(4,675,000	)		(2,993,000,000	)		—			(399,059	)
Balance at 12/31/07		1,300,000			620,000			405,000,000			—		$	61,354

Transactions in options written for PIMCO Total Return for the year ended December 31, 2007 were as follows:

	USD Notional			EUR Notional			GBP Notional			Premium
Balance at 12/31/06		133,300,000			15,500,000			9,700,000		$	1,557,928
Options Written		190,100,000									2,014,228
Options Terminated in Closing Purchase Transactions		(141,600,000	)								(1,320,815	)
Options Expired		(46,800,000	)		(15,500,000	)		(9,700,000	)		(660,995	)
Options Exercised		(7,100,000	)								(54,726	)
Balance at 12/31/07		127,900,000			—			—		$	1,535,620

	Number of Contracts			Premium
Balance at 12/31/06		406		$	149,395
Options Written		1,376			506,133
Options Terminated in Closing Purchase Transactions		(217	)		(80,109	)
Options Expired		(896	)		(293,987	)
Options Exercised		(541	)		(194,807	)
Balance at 12/31/07		128		$	86,625
12/31/07 Balance of Premiums Received for Options Written:				$	1,622,245

152

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
American Century Large Company Value (Number of Shares)
Shares sold		4,303,882			6,955,603			316,328			411,958			101,881			303,456
Dividends reinvested		473,964			321,371			111,515			74,668			53,635			56,349
Shares redeemed		(2,704,777	)		(4,925,884	)		(678,972	)		(2,088,243	)		(154,324	)		(532,587	)
Net increase (decrease) in shares outstanding		2,073,069			2,351,090			(251,129	)		(1,601,617	)		1,192			(172,782	)
American Century Large Company Value ($)
Shares sold	$	67,969,486		$	103,021,839		$	5,162,715		$	6,122,417		$	1,594,897		$	4,436,231
Dividends reinvested		7,081,018			4,582,754			1,672,720			1,067,012			792,188			793,962
Shares redeemed		(43,828,890	)		(71,687,988	)		(10,736,208	)		(30,870,813	)		(2,421,442	)		(7,666,397	)
Net increase (decrease)	$	31,221,614		$	35,916,605		$	(3,900,773	)	$	(23,681,384	)	$	(34,357	)	$	(2,436,204	)
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
American Century Small-Mid Cap Value (Number of Shares)
Shares sold		982,507			2,277,704			440,146			619,621			346,990			388,600
Dividends reinvested		516,649			16,708			496,309			11,082			146,289			3,334
Shares redeemed		(932,848	)		(2,681,397	)		(940,661	)		(758,282	)		(342,064	)		(396,055	)
Net increase (decrease) in shares outstanding		566,308			(386,985	)		(4,206	)		(127,579	)		151,215			(4,121	)
American Century Small-Mid Cap Value ($)
Shares sold	$	12,652,037		$	28,364,750		$	5,871,061		$	7,844,421		$	4,528,867		$	4,792,499
Dividends reinvested		6,168,790			199,327			5,901,111			131,656			1,717,436			39,179
Shares redeemed		(12,246,025	)		(33,077,908	)		(12,487,848	)		(9,535,053	)		(4,422,963	)		(4,862,523	)
Net increase (decrease)	$	6,574,802		$	(4,513,831	)	$	(715,676	)	$	(1,558,976	)	$	1,823,340		$	(30,845	)
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			May 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 18, 2006⁽¹⁾ to December 31, 2006
Baron Asset (Number of Shares)
Shares sold		1,781,105			509,448			465,622			28,654			15,944			320,896
Shares redeemed		(163,523	)		(8,403	)		(102,632	)		(483	)		(15,089	)		(31,316	)
Net increase in shares outstanding		1,617,582			501,045			362,990			28,171			855			289,580
Baron Asset ($)
Shares sold	$	20,939,377		$	5,094,491		$	5,472,816		$	303,753		$	189,749		$	3,230,071
Shares redeemed		(1,962,537	)		(87,166	)		(1,227,829	)		(5,436	)		(177,363	)		(320,482	)
Net increase	$	18,976,840		$	5,007,325		$	4,244,987		$	298,317		$	12,386		$	2,909,589

153

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Baron Small Cap Growth (Number of Shares)
Shares sold		3,368,711			5,011,290			8,289,274			7,459,932			711,825			988,254
Dividends reinvested		—			71,771			—			150,917			—			23,539
Shares redeemed		(1,231,779	)		(3,071,531	)		(3,250,673	)		(4,208,141	)		(701,331	)		(478,967	)
Net increase in shares outstanding		2,136,932			2,011,530			5,038,601			3,402,708			10,494			532,826
Baron Small Cap Growth ($)
Shares sold	$	66,286,573		$	86,211,661		$	161,237,158		$	128,766,418		$	13,622,077		$	16,977,989
Dividends reinvested		—			1,149,060			—			2,389,008			—			368,625
Shares redeemed		(24,071,737	)		(52,227,320	)		(63,025,191	)		(72,246,291	)		(13,679,041	)		(7,993,863	)
Net increase (decrease)	$	42,214,836		$	35,133,401		$	98,211,967		$	58,909,135		$	(56,964	)	$	9,352,751
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			May 1, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			December 29, 2006⁽¹⁾ to December 31, 2006
Columbia Small Cap Value II (Number of Shares)
Shares sold		4,014,136			1,366,939			10,171,761			8,022,908			39,601			99
Dividends reinvested		1,998			—			14,318			—			21			—
Shares redeemed		(690,399	)		(217,067	)		(2,227,183	)		(536,249	)		(8,057	)		—
Net increase in shares outstanding		3,325,735			1,149,872			7,958,896			7,486,659			31,565			99
Columbia Small Cap Value II ($)
Shares sold	$	43,132,497		$	13,596,217		$	109,142,124		$	76,892,835		$	428,184		$	1,000
Dividends reinvested		20,983			—			149,906			—			225			—
Shares redeemed		(7,333,930	)		(2,084,285	)		(23,593,613	)		(5,219,377	)		(89,746	)		—
Net increase	$	35,819,550		$	11,511,932		$	85,698,417		$	71,673,458		$	338,663		$	1,000
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Davis New York Venture (Number of Shares)
Shares sold		2,886,372			2,891,880			5,928,191			4,999,094			211,403			116,404
Dividends reinvested		28,904			61,204			60,068			348,181			1,730			47,958
Shares redeemed		(982,438	)		(112,032	)		(1,478,561	)		(743,043	)		(385,091	)		(96,026	)
Net increase (decrease) in shares outstanding		1,932,838			2,841,052			4,509,698			4,604,232			(171,958	)		68,336
Davis New York Venture ($)
Shares sold	$	59,326,898		$	54,082,000		$	121,720,731		$	94,372,300		$	4,263,560		$	2,163,980
Dividends reinvested		587,619			1,099,844			1,210,365			6,211,554			34,332			842,625
Shares redeemed		(20,596,940	)		(2,104,773	)		(30,145,810	)		(14,069,002	)		(7,968,705	)		(1,798,414	)
Net increase (decrease)	$	39,317,577		$	53,077,071		$	92,785,286		$	86,514,852		$	(3,670,813	)	$	1,208,191

154

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
JPMorgan International (Number of Shares)
Shares sold		5,751,139			45,558,811			3,788,007			9,306,142			444,379			417,670
Dividends reinvested		629,511			549,926			183,458			12,367			16,052			2,525
Shares redeemed		(38,643,926	)		(14,457,382	)		(2,926,294	)		(42,019,041	)		(181,393	)		(46,939	)
Net increase (decrease) in shares outstanding		(32,263,276	)		31,651,355			1,045,171			(32,700,532	)		279,038			373,256
JPMorgan International ($)
Shares sold	$	97,627,235		$	693,275,127		$	65,457,622		$	135,310,861		$	7,530,033		$	6,240,136
Dividends reinvested		10,733,166			8,050,923			3,129,801			180,927			269,186			36,480
Shares redeemed		(661,783,179	)		(217,426,374	)		(50,420,712	)		(629,724,417	)		(3,099,410	)		(682,076	)
Net increase (decrease)	$	(553,422,778	)	$	483,899,676		$	18,166,711		$	(494,232,629	)	$	4,699,809		$	5,594,540
	Class I						Class S						Class ADVDV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
JPMorgan Mid Cap Value (Number of Shares)
Shares sold		3,088,269			2,819,227			1,016,458			1,058,452			497,189			626,803
Dividends reinvested		500,338			50,978			330,524			40,231			90,575			8,285
Shares redeemed		(2,074,434	)		(882,739	)		(1,259,703	)		(1,063,949	)		(366,173	)		(148,523	)
Net increase in shares outstanding		1,514,173			1,987,466			87,279			34,734			221,591			486,565
JPMorgan Mid Cap Value ($)
Shares sold	$	51,757,122		$	42,547,053		$	16,968,561		$	16,122,783		$	8,263,787		$	9,333,354
Dividends reinvested		7,990,400			746,324			5,252,024			586,161			1,425,650			119,806
Shares redeemed		(34,003,961	)		(13,435,093	)		(20,654,782	)		(16,014,541	)		(5,893,439	)		(2,199,483	)
Net increase	$	25,743,561		$	29,858,284		$	1,565,803		$	694,403		$	3,795,998		$	7,253,677
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Legg Mason Partners Aggressive Growth (Number of Shares)
Shares sold		6,005,976			14,639,264			505,175			3,132,784			63,611			175,580
Shares redeemed		(6,698,908	)		(3,047,781	)		(786,710	)		(9,213,654	)		(62,671	)		(178,669	)
Net increase (decrease) in shares outstanding		(692,932	)		11,591,483			(281,535	)		(6,080,870	)		940			(3,089	)
Legg Mason Partners Aggressive Growth ($)
Shares sold	$	297,998,788		$	687,226,545		$	24,932,471		$	144,043,823		$	3,084,206		$	7,901,186
Shares redeemed		(336,570,469	)		(142,216,819	)		(38,708,227	)		(429,980,390	)		(3,062,798	)		(8,161,851	)
Net increase (decrease)	$	(38,571,681	)	$	545,009,726		$	(13,775,756	)	$	(285,936,567	)	$	21,408		$	(260,665	)

155

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Legg Mason Partners Large Cap Growth (Number of Shares)
Shares sold		231,436			272,902			121,171			101,246			219,040			270,377
Dividends reinvested		14,147			27,949			11,647			19,117			18,149			30,526
Shares redeemed		(417,611	)		(705,884	)		(325,980	)		(390,256	)		(567,756	)		(922,106	)
Net decrease in shares outstanding		(172,028	)		(405,033	)		(193,162	)		(269,893	)		(330,567	)		(621,203	)
Legg Mason Partners Large Cap Growth ($)
Shares sold	$	2,885,794		$	3,110,302		$	1,472,773		$	1,129,218		$	2,660,611		$	3,019,643
Dividends reinvested		169,765			290,112			138,021			196,333			212,710			311,057
Shares redeemed		(5,106,319	)		(8,171,323	)		(3,975,369	)		(4,462,310	)		(6,908,639	)		(10,276,922	)
Net decrease	$	(2,050,760	)	$	(4,770,909	)	$	(2,364,575	)	$	(3,136,759	)	$	(4,035,318	)	$	(6,946,222	)
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 18, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Lord Abbett U.S. Government Securities (Number of Shares)
Shares sold		667,985			5,117,101			186,524			2,458,020			1			97
Dividends reinvested		167,909			143,705			51,977			57,827			—			—
Shares redeemed		(1,012,549	)		(1,709,930	)		(545,079	)		(1,100,405	)		(98	)		—
Net increase (decrease) in shares outstanding		(176,655	)		3,550,876			(306,578	)		1,415,442			(97	)		97
Lord Abbett U.S. Government Securities ($)
Shares sold	$	6,802,595		$	50,827,619		$	1,887,900		$	24,705,248		$	10		$	1,010
Dividends reinvested		1,694,200			1,428,428			524,972			574,796			—			—
Shares redeemed		(10,266,830	)		(17,296,230	)		(5,504,119	)		(11,000,899	)		(1,027	)		—
Net increase (decrease)	$	(1,770,035	)	$	34,959,817		$	(3,091,247	)	$	14,279,145		$	(1,017	)	$	1,010
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			January 19, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			December 29, 2006⁽¹⁾ to December 31, 2006
Neuberger Berman Partners (Number of Shares)
Shares sold		6,939,602			25,101,066			721,744			9,880,195			1,477			92
Shares issued in merger		—			1			—			16,275,105			—			—
Dividends reinvested		1,180,757			—			782,530			—			27			—
Shares redeemed		(5,336,876	)		(3,863,723	)		(4,190,016	)		(9,496,861	)		(555	)		—
Net increase (decrease) in shares outstanding		2,783,483			21,237,344			(2,685,742	)		16,658,439			949			92
Neuberger Berman Partners ($)
Shares sold	$	77,846,499		$	258,138,091		$	8,223,802		$	99,240,980		$	16,502		$	1,000
Proceeds from shares issued in merger		—			18			—			178,456,935			—			—
Dividends reinvested		12,693,141			—			8,388,718			—			287			—
Shares redeemed		(60,909,432	)		(39,243,444	)		(47,082,717	)		(98,649,240	)		(6,050	)		—
Net increase (decrease)	$	29,630,208		$	218,894,665		$	(30,470,197	)	$	179,048,675		$	10,739		$	1,000

156

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 12, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Neuberger Berman Regency (Number of Shares)
Shares sold		221,805			573,279			1,713,579			771,224			1			94
Dividends reinvested		1,574			495			11,575			3,356			—			—
Shares redeemed		(218,895	)		(2,912	)		(907,010	)		(169,566	)		(95	)		—
Net increase in shares outstanding		4,484			570,862			818,144			605,014			(94	)		94
Neuberger Berman Regency ($)
Shares sold	$	2,503,111		$	5,718,914		$	19,292,121		$	7,753,095		$	10		$	1,010
Dividends reinvested		17,092			5,314			125,477			36,009			—			—
Shares redeemed		(2,479,927	)		(28,762	)		(10,235,214	)		(1,721,062	)		(1,026	)		—
Net increase (decrease)	$	40,276		$	5,695,466		$	9,182,384		$	6,068,042		$	(1,016	)	$	1,010
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
OpCap Balanced Value (Number of Shares)
Shares sold		74,548			80,660			347,408			396,940			21,403			58,246
Dividends reinvested		39,526			4,696			631,730			56,152			12,803			2,131
Shares redeemed		(107,998	)		(94,031	)		(1,662,471	)		(3,923,866	)		(227,865	)		(60,924	)
Net increase (decrease) in shares outstanding		6,076			(8,675	)		(683,333	)		(3,470,774	)		(193,659	)		(547	)
OpCap Balanced Value ($)
Shares sold	$	1,073,418		$	1,134,525		$	5,149,766		$	5,587,245		$	316,252		$	816,845
Dividends reinvested		542,689			63,166			8,679,977			755,243			175,140			28,385
Shares redeemed		(1,533,024	)		(1,332,794	)		(24,266,943	)		(54,913,812	)		(3,296,817	)		(851,293	)
Net increase (decrease)	$	83,083		$	(135,103	)	$	(10,437,200	)	$	(48,571,324	)	$	(2,805,425	)	$	(6,063	)
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Oppenheimer Global (Number of Shares)
Shares sold		1,530,215			6,424,797			6,197,564			6,382,382			1,854,454			1,696,793
Dividends reinvested		7,421,542			347,770			627,341			14,921			326,733			17,165
Shares redeemed		(24,241,211	)		(15,372,206	)		(1,581,234	)		(443,727	)		(1,971,448	)		(3,529,353	)
Net increase (decrease) in shares outstanding		(15,289,454	)		(8,599,639	)		5,243,671			5,953,576			209,739			(1,815,395	)
Oppenheimer Global ($)
Shares sold	$	26,007,458		$	99,387,512		$	104,709,292		$	94,829,014		$	31,658,965		$	24,845,252
Dividends reinvested		124,830,332			5,077,453			10,307,206			214,388			5,348,617			243,735
Shares redeemed		(418,073,150	)		(237,338,053	)		(26,570,489	)		(6,691,967	)		(32,972,048	)		(52,362,841	)
Net increase (decrease)	$	(267,235,360	)	$	(132,873,088	)	$	88,446,009		$	88,351,435		$	4,035,534		$	(27,273,854	)

157

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Oppenheimer Strategic Income (Number of Shares)
Shares sold		9,622,685			7,029,713			3,359,481			1,212,240			2,141,421			526,361
Dividends reinvested		1,551,993			130,181			259,773			5,803			108,257			1,365
Shares redeemed		(7,443,050	)		(4,141,588	)		(1,313,484	)		(2,082,268	)		(1,270,661	)		(175,540	)
Net increase (decrease) in shares outstanding		3,731,628			3,018,306			2,305,770			(864,225	)		979,017			352,186
Oppenheimer Strategic Income ($)
Shares sold	$	106,503,556		$	72,764,925		$	37,262,805		$	12,449,477		$	23,394,127		$	5,388,475
Dividends reinvested		16,544,242			1,398,755			2,774,380			62,039			1,147,519			14,604
Shares redeemed		(82,768,717	)		(42,555,223	)		(14,501,828	)		(21,328,206	)		(14,018,615	)		(1,805,281	)
Net increase (decrease)	$	40,279,081		$	31,608,457		$	25,535,357		$	(8,816,690	)	$	10,523,031		$	3,597,798
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
PIMCO Total Return (Number of Shares)
Shares sold		10,130,841			9,297,232			2,761,334			1,694,599			1,565,518			1,090,059
Dividends reinvested		874,500			413,354			320,343			139,350			87,360			40,189
Shares redeemed		(3,012,294	)		(6,727,849	)		(1,096,037	)		(1,122,866	)		(1,107,027	)		(937,716	)
Net increase in shares outstanding		7,993,047			2,982,737			1,985,640			711,083			545,851			192,532
PIMCO Total Return ($)
Shares sold	$	114,568,437		$	101,621,577		$	31,324,525		$	18,505,896		$	17,518,400		$	11,796,422
Dividends reinvested		9,593,260			4,464,221			3,498,142			1,499,405			947,855			429,622
Shares redeemed		(34,005,280	)		(73,757,665	)		(12,333,433	)		(12,285,990	)		(12,352,811	)		(10,155,390	)
Net increase	$	90,156,417		$	32,328,133		$	22,489,234		$	7,719,311		$	6,113,444		$	2,070,654
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 20, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 20, 2006⁽¹⁾ to December 31, 2006
Pioneer High Yield (Number of Shares)
Shares sold		4,373,553			12,879,573			139,291			1,074,712			106,724			804,412
Dividends reinvested		615,591			412,987			42,674			48,798			4,762			17,775
Shares redeemed		(6,478,867	)		(1,552,313	)		(416,873	)		(313,107	)		(61,790	)		(772,292	)
Net increase (decrease) in shares outstanding		(1,489,723	)		11,740,247			(234,908	)		810,403			49,696			49,895
Pioneer High Yield ($)
Shares sold	$	45,648,012		$	128,967,126		$	1,461,022		$	10,739,273		$	1,114,967		$	8,039,832
Dividends reinvested		6,424,994			4,162,628			445,292			490,098			49,541			177,443
Shares redeemed		(68,037,070	)		(15,539,024	)		(4,370,009	)		(3,134,130	)		(642,402	)		(7,647,456	)
Net increase (decrease)	$	(15,964,064	)	$	117,590,730		$	(2,463,695	)	$	8,095,241		$	522,106		$	569,819

158

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
T. Rowe Price Diversified Mid Cap Growth (Number of Shares)
Shares sold		1,022,088			6,108,855			659,974			562,060			909,722			4,340,652
Dividends reinvested		10,024,090			2,901,386			133,510			65,615			441,110			151,184
Shares redeemed		(22,226,680	)		(24,129,518	)		(482,616	)		(2,075,230	)		(2,298,671	)		(7,359,250	)
Net increase (decrease) in shares outstanding		(11,180,502	)		(15,119,277	)		310,868			(1,447,555	)		(947,839	)		(2,867,414	)
T. Rowe Price Diversified Mid Cap Growth ($)
Shares sold	$	9,701,757		$	55,394,856		$	6,505,784		$	4,998,673		$	8,574,224		$	37,662,475
Dividends reinvested		92,221,632			23,791,368			1,209,603			530,826			3,939,115			1,209,471
Shares redeemed		(215,580,871	)		(214,858,831	)		(4,459,886	)		(17,594,314	)		(21,756,841	)		(64,759,712	)
Net increase (decrease)	$	(113,657,482	)	$	(135,672,607	)	$	3,255,501		$	(12,064,815	)	$	(9,243,502	)	$	(25,887,766	)
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
T. Rowe Price Growth Equity (Number of Shares)
Shares sold		4,286,947			7,098,028			1,516,329			825,959			436,142			552,839
Dividends reinvested		1,145,875			89,917			66,327			1,498			85,861			3,217
Shares redeemed		(3,548,185	)		(2,834,054	)		(562,225	)		(3,321,964	)		(630,547	)		(416,092	)
Net increase (decrease) in shares outstanding		1,884,637			4,353,891			1,020,431			(2,494,507	)		(108,544	)		139,964
T. Rowe Price Growth Equity ($)
Shares sold	$	265,645,399		$	389,488,623		$	94,265,100		$	44,679,348		$	26,571,606		$	29,702,727
Dividends reinvested		68,523,314			4,673,010			3,936,497			77,274			5,052,924			164,722
Shares redeemed		(218,818,550	)		(154,954,764	)		(34,757,350	)		(181,745,667	)		(38,729,774	)		(22,216,100	)
Net increase (decrease)	$	115,350,163		$	239,206,869		$	63,444,247		$	(136,989,045	)	$	(7,105,244	)	$	7,651,349
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			January 3, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			January 12, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			December 20, 2006⁽¹⁾ to December 31, 2006
Templeton Foreign Equity (Number of Shares)
Shares sold		2,842,901			1,000,001			9,869,197			3,418,607			1			86
Dividends reinvested		47,303			—			145,910			31,296			—			—
Shares redeemed		(378,132	)		(86,372	)		(3,353,116	)		(435,506	)		(3	)		—
Net increase in shares outstanding		2,512,072			913,629			6,661,991			3,014,397			(2	)		86
Templeton Foreign Equity ($)
Shares sold	$	39,542,642		$	10,000,010		$	130,735,493		$	36,701,224		$	10		$	1,010
Dividends reinvested		648,519			—			1,996,683			375,868			—			—
Shares redeemed		(4,802,215	)		(900,000	)		(44,087,563	)		(4,676,209	)		(42	)		—
Net increase	$	35,388,946		$	9,100,010		$	88,644,613		$	32,400,883		$	(32	)	$	1,010

159

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Thornburg Value (Number of Shares)
Shares sold		1,345,326			122,100			550,984			307,683			127,102			16,010
Dividends reinvested		24,972			32,202			2,271			27			287			16
Shares redeemed		(850,590	)		(1,317,692	)		(361,252	)		(103,396	)		(23,054	)		(2,510	)
Net increase (decrease) in shares outstanding		519,708			(1,163,390	)		192,003			204,314			104,335			13,516
Thornburg Value ($)
Shares sold	$	46,207,864		$	3,560,314		$	17,979,268		$	9,260,104		$	4,315,405		$	477,546
Dividends reinvested		845,816			882,011			76,409			742			9,561			421
Shares redeemed		(28,670,588	)		(37,725,387	)		(12,362,045	)		(3,138,049	)		(774,103	)		(69,036	)
Net increase (decrease)	$	18,383,092		$	(33,283,062	)	$	5,693,632		$	6,122,797		$	3,550,863		$	408,931
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
UBS U.S. Large Cap Equity (Number of Shares)
Shares sold		8,396,965			9,595,093			809,896			2,772,902			476,545			366,913
Shares issued in merger		77			—			3,166,308			—			294,433			—
Dividends reinvested		246,377			244,847			31,898			11,883			6,331			998
Shares redeemed		(7,873,477	)		(5,332,212	)		(2,384,412	)		(1,134,560	)		(156,393	)		(26,504	)
Net increase in shares outstanding		769,942			4,507,728			1,623,690			1,650,225			620,916			341,407
UBS U.S. Large Cap Equity ($)
Shares sold	$	91,879,112		$	93,073,309		$	8,644,845		$	26,738,676		$	5,153,428		$	3,597,967
Proceeds from shares issued in merger		820			—			33,300,483			—			3,082,920			—
Dividends reinvested		2,678,126			2,308,904			342,587			110,985			67,611			9,291
Shares redeemed		(85,893,516	)		(51,922,487	)		(25,772,531	)		(11,044,116	)		(1,679,350	)		(249,855	)
Net increase	$	8,664,542		$	43,459,726		$	16,515,384		$	15,805,545		$	6,624,609		$	3,357,403
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006			Year Ended December 31, 2007			April 28, 2006⁽¹⁾ to December 31, 2006
UBS U.S. Small Cap Growth (Number of Shares)
Shares sold		1,793,225			2,686,575			846,690			952,635			1			101
Dividends reinvested		172,618			15,156			23,215			4,411			—			—
Shares redeemed		(899,226	)		(394,710	)		(1,026,023	)		(434,767	)		—			—
Net increase (decrease) in shares outstanding		1,066,617			2,307,021			(156,118	)		522,279			1			101
UBS U.S. Small Cap Growth ($)
Shares sold	$	18,451,939		$	25,476,263		$	8,653,226		$	9,162,176		$	10		$	1,006
Dividends reinvested		1,679,025			148,676			225,904			43,180			—			—
Shares redeemed		(9,429,159	)		(3,820,768	)		(10,447,988	)		(4,126,228	)		—			—
Net increase (decrease)	$	10,701,805		$	21,804,171		$	(1,568,858	)	$	5,079,128		$	10		$	1,006

160

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Van Kampen Comstock (Number of Shares)
Shares sold		19,609,336			40,993,359			3,020,733			7,978,292			888,697			1,124,623
Dividends reinvested		2,158,453			2,092,041			1,095,898			1,834,218			131,003			156,118
Shares redeemed		(20,695,922	)		(6,592,555	)		(3,668,044	)		(27,051,120	)		(610,607	)		(546,815	)
Net increase (decrease) in shares outstanding		1,071,867			36,492,845			448,587			(17,238,610	)		409,093			733,926
Van Kampen Comstock ($)
Shares sold	$	264,513,052		$	520,979,421		$	40,377,616		$	99,575,160		$	11,900,015		$	13,971,062
Dividends reinvested		28,124,641			25,125,416			14,235,714			21,955,582			1,682,082			1,851,560
Shares redeemed		(277,927,077	)		(82,439,322	)		(48,796,628	)		(344,077,235	)		(7,995,106	)		(6,729,082	)
Net increase (decrease)	$	14,710,616		$	463,665,515		$	5,816,702		$	(222,546,493	)	$	5,586,991		$	9,093,540
	Class I						Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Van Kampen Equity and Income (Number of Shares)
Shares sold		280,649			1,375,407			1,583,978			952,673			121,956			127,128
Dividends reinvested		1,214,960			1,330,944			135,760			127,984			21,389			24,246
Shares redeemed		(4,050,329	)		(2,148,019	)		(485,219	)		(432,456	)		(245,462	)		(67,625	)
Net increase (decrease) in shares outstanding		(2,554,720	)		558,332			1,234,519			648,201			(102,117	)		83,749
Van Kampen Equity and Income ($)
Shares sold	$	11,031,962		$	50,898,732		$	61,243,253		$	34,829,393		$	4,741,908		$	4,606,497
Dividends reinvested		45,743,256			47,168,642			5,081,486			4,512,722			792,474			846,440
Shares redeemed		(157,940,915	)		(79,896,329	)		(18,905,193	)		(15,811,167	)		(9,625,953	)		(2,453,385	)
Net increase (decrease)	$	(101,165,697	)	$	18,171,045		$	47,419,546		$	23,530,948		$	(4,091,571	)	$	2,999,552

NOTE 11 — ILLIQUID SECURITIES

Pursuant to guidelines adopted by the Board, the following securities have been deemed to be illiquid. The Portfolio's currently limit investments in illiquid securities to 15% of a Portfolio's net assets, at market value, at time of purchase.

Portfolio	Security	Notional Principal/Par Value		Initial Acquisition Date	Cost/ (Upfront Payments)		Value		Percent of Net Assets
American Century
Small-Mid
Cap Value	Young Innovations, Inc.		20,890	04/24/07	$	542,013	$	499,480		0.5	%
	Ulticom, Inc,		66,100	12/07/05		622,633		528,800		0.5	%
	Ashford Hospitality Trust, 8.450%, due 07/18/12		10,468	07/11/07		249,319		198,892		0.2	%
	Aspen Insurance Holdings Ltd., 5.625%, due 12/31/49		18,900	07/20/06		967,535		999,338		1.0	%
	National Retail Properties, 7.375%, due 10/12/11		8,300	02/10/06		204,440		166,083		0.2	%
							$	2,392,593		2.4	%
Davis New York Venture	Merrill Lynch & Co., Inc.		95,500	12/24/07		4,584,000	$	4,460,003		1.3	%
							$	4,460,003		1.3	%
Oppenheimer Strategic Income	Arco Capital Corp. Ltd		144,498	02/27/07		2,167,470		2,167,470		0.4	%
	ION Media Networks, Inc., due 11/15/49		17	09/27/06		137,324		111,350		0.0	%
	Huntsman International, LLC, 7.375%, due 01/01/15		470,000	06/07/07		483,368		495,850		0.1	%
	Mosaic Co., 7.625%, due 12/01/14		115,000	01/12/07		120,296		123,625		0.0	%
	ACE Cash Express, Inc., 10.250%, due 10/01/14		35,000	09/26/06		35,000		33,950		0.0	%
	DI Finance, 9.500%, due 02/15/13		100,000	12/09/05		100,000		104,625		0.0	%
	iPayment, Inc., 9.750%, due 05/15/14		75,000	12/26/06		73,980		70,500		0.0	%
	SGS International, Inc., 12.000%, due 12/15/13		55,000	08/09/06		55,000		54,794		0.0	%
	Coriolanus Ltd., 12.995%, due 12/31/17		3,700,000	09/19/07		1,422,620		1,470,335		0.3	%
	Eirles Two Ltd., 6.482%, due 04/30/12		900,000	09/17/07		899,370		846,900		0.2	%
	IIRSA Norte Finance Ltd., 8.750%, due 05/30/24		1,312,468	08/03/06		979,185		1,492,932		0.3	%
	EEB International Ltd., 8.750%, due 10/31/14		470,000	10/24/07		470,000		481,750		0.1	%
	Vail Resorts, Inc., 6.750%, due 02/15/14		350,000	08/18/05		360,745		346,500		0.1	%

161

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 11 — ILLIQUID SECURITIES (continued)
Portfolio	Security	Notional Principal/Par Value		Initial Acquisition Date	Cost/ (Upfront Payments)		Value		Percent of Net Assets
Oppenheimer
Strategic
Income
(continued)	Helix Energy Solutions Group, Inc., 9.500%,
	due 01/15/16		170,000	12/18/07	$	171,185	$	173,825		0.0	%
	Dillard's, Inc., 6.625%, due 11/15/08		110,000	11/09/07		110,120		109,863		0.0	%
	Rural Cellular Corp., 9.875%, due 02/01/10		400,000	08/02/05		416,719		417,000		0.1	%
	Taganka Car Loan Finance PLC, 8.403%, due 11/14/13		150,000	10/17/06		150,000		145,500		0.0	%
	ICE EM CLO, 7.100%, due 08/15/22		1,110,000	11/06/07		964,151		962,703		0.2	%
	ICE EM CLO, 8.400%, due 08/15/22		930,000	06/08/07		930,000		790,500		0.2	%
	ICE EM CLO, 10.400%, due 08/15/22		930,000	06/08/07		930,000		790,500		0.2	%
	Start CLO Ltd., 22.151%, due 06/07/11		210,000	11/29/06		210,000		203,700		0.0	%
	Dominican Republic International Bond, 9.500%, due 09/27/11		289,832	08/16/05		316,686		308,671		0.1	%
	Johor Corp., 1.000%, due 07/31/12		1,920,000	04/06/05		520,199		597,587		0.1	%
	Republic of Ghana, 8.500%, due 10/04/17		500,000	09/27/07		500,000		529,375		0.1	%
	Citibank N.A. — Renins Nonlife Limited — Total Return Credit Linked Nts., 12.500%, 05/30/12		860,000	05/25/07		860,000		924,500		0.2	%
	Citigroup Funding Inc. — Argentina (Republic of) Inflation-Indexed Currency and Credit Linked Unsecured Nts., Ref ARS Amt x 1.4765604 Ref Fact x Change in CER Inflation Index x 4%, 05/18/09		281,000	01/17/07		172,808		242,615		0.0	%
	Citigroup Funding Inc. — Dominican Republic Local Market Credit Linked Unsecured Nts., 10.086%*, 03/20/08		4,700,000	04/19/07		143,702		129,210		0.0	%
	Citigroup Funding Inc. — Egypt T-Bill Credit Linked Unsecured Nts., 7.364%*, 01/10/08		1,730,000	07/09/07		303,448		313,091		0.1	%
	Citigroup Funding Inc. — Egypt T-Bill Credit Linked Unsecured Nts., 8.376%*, 02/28/08		1,930,000	02/22/07		334,799		345,963		0.1	%
	Citigroup Funding Inc. — Russia Corporate Bond Unsecured Credit Linked Nts., Rusfinans Bank, 7.500%, 12/04/08		11,000,000	06/01/07		437,980		467,399		0.1	%
	Citigroup Funding Inc. — Russia Corporate Bond Unsecured Credit Linked Nts., Rusfinans Bank, 7.650%, 12/04/08		4,480,000	01/30/07		170,582		195,007		0.0	%
	Coriolanus Limited — Coriolanus Limited Pass Through Emerging Markets Portfolio Credit Linked Nts., 10.620%, 09/10/10		500,000	08/02/07		500,000		476,750		0.1	%
	Credit Suisse International — Indonesia (Republic of) Total Return Linked Nts., 12.000%, 09/16/11		3,700,000,000	05/11/06		437,085		436,984		0.1	%
	Credit Suisse International — Moitk Fully Funded Total Return Linked Nts., 8.990%, 03/26/11		12,330,000	03/27/07		482,373		482,373		0.1	%
	Credit Suisse International — Moscoblgaz-Finans RUR Total Return Linked Nts., 9.250%, 06/24/12		21,800,000	06/26/07		848,415		848,415		0.2	%
	Credit Suisse International — Orenburgskaya IZHK Fully Funded Total Return Linked Nts., 9.240%, 02/21/12		24,380,000	02/27/07		937,214		943,856		0.2	%
	Credit Suisse International — Russian Railways Total Return Linked Bonds, 6.670%, 01/22/09		10,610,000	12/19/06		408,995		431,730		0.1	%
	Credit Suisse International — SPETSSTROY-2 Credit Linked Fully Funded Total Return Linked Nts., 8.59%, 5/20/10		19,450,000	05/24/07		751,828		756,957		0.1	%
	Credit Suisse International — Vietnam Shipbuilding Industry Group Total Return Credit Linked Nts., 10.500%, 01/19/17		3,048,000,000	02/06/07		202,476		188,401		0.0	%
	Deutsche Bank A.G., Singapore — Vietnamese Bond Linked Fully Funded Total Return Linked Nts. (Vietnam Shipping Industry Group (Vinishin)), 9.000%, 04/20/17		7,600,000,000	03/23/07		478,052		436,597		0.1	%
	Deutsche Bank AG, London — Arab Republic of Egypt Total Return Credit Linked Nts., 9.381%*, 02/05/08		1,310,000	02/01/07		228,191		235,546		0.0	%
	Deutsche Bank AG, London — Argentina Total Return Credit Linked Nts., 4.000%, 12/21/11		1,090,000	09/29/05		664,040		885,841		0.2	%
	Deutsche Bank AG, London — Arrendadora Capita Corporation SA de CV and The Capita Corporation de Mexico, SA de CV Credit Linked Nts., 9.090%, 01/05/11		3,095,197	05/25/06		276,147		285,009		0.1	%
	Deutsche Bank AG, London — Arrendadora Capita Corporation SA de CV and The Capita Corporation de Mexico, SA de CV Credit Linked Nts., 9.520%, 01/05/11		2,022,410	06/30/06		178,323		186,226		0.0	%
	Deutsche Bank AG, London — Arrendadora Capita Corporation SA de CV and The Capita Corporation de Mexico, SA de CV Credit Linked Nts., 9.650%, 01/05/11		2,019,754	06/01/06		179,416		185,981		0.0	%

162

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 11 — ILLIQUID SECURITIES (continued)
Portfolio	Security	Notional Principal/Par Value		Initial Acquisition Date	Cost/ (Upfront Payments)		Value		Percent of Net Assets
Oppenheimer
Strategic
Income
(continued)	Deutsche Bank AG, London — Multiple Reference
	Entities, Credit Linked Nts., 6.000%, 09/07/12		504,515	09/01/06	$	504,515	$	507,038		0.1	%
	Deutsche Bank AG, London — Nigeria Total Return Credit Linked Nts., 12.500%, 02/27/09		19,500,000	03/21/06		159,308		176,807		0.0	%
	Deutsche Bank AG, London — Nigeria Total Return Credit Linked Nts., 15.000%, 01/30/09		26,000,000	03/21/06		211,083		245,357		0.0	%
	Eirles Two Ltd. 324 — Floating Rate Credit Linked Nts., 6-month USD-LIBOR +3.200%, 04/20/12		900,000	04/17/07		902,561		757,800		0.1	%
	Hallertau SPC 2007-01 Republic of Philippines Credit Linked Nts., 6-month USD-LIBOR +2.050%, 12/20/17		3,000,000	12/13/07		3,000,001		3,000,000		0.6	%
	JPMorgan Chase Bank N.A, London. — Brazil Unsecured Credit Linked Nts., 12.184%*, 01/02/15		12,716,000	09/15/05		2,832,298		2,987,738		0.6	%
	JPMorgan Chase Bank N.A. — COP and Colombia Credit Linked Nts., 10.218%*, 10/31/16		2,674,000,000	10/16/06		476,440		502,390		0.1	%
	JPMorgan Chase Bank N.A. — COP and Colombia Credit Linked Nts., 10.218%*, 10/31/16		2,663,000,000	10/18/06		476,742		500,323		0.1	%
	JPMorgan Chase Bank N.A. — Multiple Entity First to Default Credit Linked Fixed Rate Bank Nts., 14.350%, 02/20/12		1,210,000	01/24/07		568,556		650,001		0.1	%
	JPMorgan Chase Bank N.A., London — Brazil NTN-B Credit Linked Nts., 6.000%, 05/16/45		405,000	02/10/06		232,528		357,037		0.1	%
	JSC Astana Finance — Guaranteed Senior Notes, 9.160%, 03/14/12		1,500,000	02/09/07		1,500,000		1,408,127		0.3	%
	LatAm Walker Cayman Trust Series 2006-102 — COP and Colombia Credit Linked Nts., 10.000%, 11/17/16		392,000,000	10/20/06		167,521		178,020		0.0	%
	Merrill Lynch International — Commercial Bank Renaissance Capital/Ensorte Enterprises Limited Fully Funded Total Return Linked Nts., 10.500%, 10/04/08		16,000,000	03/29/07		615,217		629,210		0.1	%
	MicroAccess Trust 2007 — MicroFinance Institutional Loans, Variable Rate Nts., 7.550%, 5/24/12		1,500,000	06/20/07		1,520,573		1,500,000		0.3	%
	Morgan Stanley — Peruvian Government Credit Linked Nts., 6.250%, 03/23/17		832,000	07/10/07		256,482		259,653		0.0	%
	Morgan Stanley — Senior Unsecured 10.090%, 05/03/17		1,880,000	04/25/07		966,601		961,124		0.2	%
	Morgan Stanley Capital Services Inc. — Red Arrow International Leasing PLC Total Return Linked Nts., 11.000%, 07/06/12		5,658,873	03/24/06		206,852		238,105		0.0	%
	Morgan Stanley Capital Services Inc. — Red Arrow International Leasing PLC Total Return Linked Nts., 8.375%, 07/06/12		7,720,794	03/24/06		279,646		313,064		0.1	%
	Morgan Stanley Capital Services Inc. — WTI Trading Limited Total Return Linked Nts., 13.500%, 02/06/09		780,000	12/28/06		780,000		748,800		0.1	%
	Morgan Stanley Capital Services Inc. — WTI Trading Limited Total Return Linked Nts., 13.500%, 02/06/09		1,040,000	12/28/06		1,040,000		998,400		0.2	%
	Redwood Capital X Ltd. — Catstrophe Linked Series 1 Class C Floating Rate Nts., 3-month USD-LIBOR +4.750%, 01/09/09		250,000	12/18/07		250,000		250,000		0.0	%
	Reforma BLN-Backed I -Asset Backed Variable Funding Notes, TIIE +2.000%, 10/03/15		2,070,000	12/27/07		190,240		189,659		0.0	%
	UBS AG, Jersey — Ghana (Republic of) Credit Linked Nts., 14.470%, 12/28/11		263,055	12/22/06		289,363		291,054		0.1	%
							$	39,869,394		7.5	%
PIMCO Total
Return	Foreign Currency Options
	Call Option OTC — Citibank USD vs JPY Strike @ 121-Exp 01/18/08		1,400,000	01/18/07		13,958		1,082		0.0	%
	Call Option OTC — Credit Suisse USD vs JPY Strike @ 104-Exp 03/17/10		3,000,000	03/20/07		127,785		156,150		0.0	%
	Put Option OTC — Credit Suisse USD vs JPY Strike @ 104-Exp 03/17/10		3,000,000	03/20/07		127,785		137,547		0.0	%
	Interest Rate Swaptions
	Call Swaption OTC — Barclay's Bank PLC, London 3 Month USD-LIBOR — Fund Pays Floating Strike @ 4.750%-Exp 02/01/08		10,500,000	03/06/07		30,188		80,237		0.0	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3 Month USD-LIBOR — Fund Pays Floating Strike @ 5.000%-Exp 02/01/08		10,400,000	01/22/07		51,571		245,757		0.1	%

163

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 11 — ILLIQUID SECURITIES (continued)
Portfolio	Security	Notional Principal/Par Value		Initial Acquisition Date	Cost/ (Upfront Payments)			Value		Percent of Net Assets
PIMCO Total
Return
(continued)	Call Swaption OTC — The Royal Bank of Scotland PLC
	3 Month USD-LIBOR — Fund Pays Floating
	Strike @ 4.750%-Exp 03/31/08		188,500,000	03/13/07	$	1,131,875		$	3,854,898		0.8	%
	Call Swaption OTC — Lehman Brothers Special Financing Inc. 3 Month USD-LIBOR — Fund Pays Floating Strike @ 4.750%-Exp 09/26/08		30,000,000	05/22/07		106,350			636,027		0.1	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3 Month USD-LIBOR — Fund Pays Floating Strike @ 4.750%-Exp 09/26/08		26,200,000	05/23/07		93,665			555,463		0.1	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3-month USD-LIBOR — Fund Pays Floating Strike @ 4.750%-Exp 12/15/08		9,000,000	05/25/07		31,770			185,738		0.0	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3-Month USD-LIBOR — Fund Pays Floating Strike @ 5.000%-Exp 12/15/08		21,000,000	06/15/07		59,790			513,056		0.1	%
	Call Swaption OTC — Barclays Bank PLC 3-Month USD-LIBOR — Fund Pays Floating Strike @ 5.200%-Exp 02/02/09		12,000,000	08/08/07		90,000			322,695		0.1	%
	Credit Default Swaps
	ABX.HE.A.06-1 Index, pay 0.540%		500,000	02/01/06		(625	)		195,000		0.0	%
	Bellsouth Corp. 5.200%, 09/15/14, pay 0.325%		3,500,000	12/06/06		—			468		0.0	%
	CDX.EM.3 Index, receive 2.100%		900,000	04/15/05		(23,400	)		22,080		0.0	%
	CDX.NA.IG.7 Index, pay 0.400%		7,100,000	11/09/06		(19,062	)		115,934		0.0	%
	Citifinancial 6.625%, 06/01/15, pay 0.145%		400,000	10/19/06		—			15,163		0.0	%
	CVS Corp. 5.750%, 08/15/11, pay 0.235%		2,800,000	10/19/06		—			7,269		0.0	%
	General Electric Capital Corp. 6.000%, 06/15/12, receive 0.620%		1,200,000	12/19/07		—			2,263		0.0	%
	iTraxx Europe HiVol Series 6 Version 1 Index, pay 0.850%		1,200,000	12/13/06		(9,050	)		6,712		0.0	%
	iTraxx Europe HiVol Series 6 Version 1 Index, pay 0.850%		4,500,000	12/14/06		(50,447	)		25,168		0.0	%
	Ivy Lane CDO Ltd. Series 2006-1A Floating Rate, 02/05/46, pay 1.600%		3,154,539	10/12/06		—			2,389,185		0.5	%
	Nordstrom Inc. 6.950%, 03/15/28, pay 0.370%		1,100,000	04/12/07		—			26,987		0.0	%
	Reynolds American Inc. 7.625%, 06/01/16, receive 1.280%		600,000	04/13/07		—			10,117		0.0	%
	Weyerhaeuser Co. 6.750%, 03/15/12, pay 1.000%		1,100,000	04/12/07		—			13,567		0.0	%
	Interest Rate Swaps
	Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4.000% Counterparty: Deutsche Bank AG		2,900,000	03/08/06		26,830			219,120		0.0	%
	Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4.000% Counterparty: Barclays Bank PLC, London		1,100,000	01/11/06		(17,861	)		83,115		0.0	%
	Receive a fixed rate equal to 8.860% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Citibank N.A., New York		5,700,000	09/22/06		—			10,356		0.0	%
	Receive a fixed rate equal to 8.720% 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			9,604		0.0	%
	Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4.000% Counterparty: Goldman Sachs Capital Markets, L.P.		4,900,000	11/30/06		(10,916	)		378,498		0.1	%
	Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 4.250% Counterparty: Goldman Sachs Capital Markets, L.P.		600,000	06/27/06		64,306			81,701		0.0	%
	Receive a fixed rate equal to 8.720% 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			23,397		0.0	%
	Receive a fixed rate equal to 5.000% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Morgan Stanley Capital Services Inc.		3,600,000	12/14/07		18,360			84,486		0.0	%
	Receive a fixed rate equal to 4.000% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Deutsche Bank AG		12,200,000	11/29/07		57,340			77,166		0.0	%
	Receive a fixed rate equal to 4.000% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Barclays Bank PLC		7,300,000	12/13/07		17,425			46,173		0.0	%
	Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 4.000% Counterparty: The Royal Bank of Scotland PLC		5,100,000	12/13/07		85,425			50,909		0.0	%

164

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 11 — ILLIQUID SECURITIES (continued)
Portfolio	Security	Notional Principal/Par Value		Initial Acquisition Date	Cost/ (Upfront Payments)			Value		Percent of Net Assets
PIMCO Total
Return
(continued)	Receive a fixed rate equal to 4.000% and pay a
	floating rate based on 3-month USD-LIBOR
	Counterparty: The Royal Bank of Scotland PLC		14,400,000	12/03/07	$	55,484		$	91,081		0.0	%
	Receive a fixed rate equal to 4.000% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Merrill Lynch Captial Services, Inc.		22,200,000	12/17/07		107,138			140,417		0.0	%
	Receive a fixed rate equal to 5.000% and pay a floating rate based on 3-month USD-LIBOR Counterparty: The Royal Bank of Scotland PLC		8,700,000	12/13/07		120,495			204,175		0.0	%
	Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5.000% Counterparty: The Royal Bank of Scotland PLC		1,800,000	12/10/07		58,995			13,858		0.0	%
	Receive a fixed rate equal to 6.000% and pay a floating rate based on 6-month GBP-LIBOR Counterparty: The Royal Bank of Scotland PLC		2,100,000	06/07/07		(6,067	)		38,786		0.0	%
	Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 4.000% Counterparty: Merrill Lynch Capital Services, Inc.		1,300,000	12/20/07		10,179			12,977		0.0	%
	Receive a floating rate based on 6-month AUD-BBR-BBSW and pay a fixed rate equal to 6.500% Counterparty: Deutsche Bank AG, Frankfurt		1,800,000	09/13/07		(12,536	)		10,831		0.0	%
	Receive a fixed rate equal to 6.000% and pay a floating rate based on 6-month GBP-LIBOR Counterparty: Goldman Sachs Capital Markets L.P.		800,000	07/11/07		(8,334	)		21,824		0.0	%
	Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5.000% Counterparty: Citibank N.A., New York		900,000	12/17/07		31,455			6,929		0.0	%
	Receive a fixed rate equal to 2.000% and pay a floating rate based on 6-month JPY-LIBOR Counterparty: Barclays Bank PLC		50,000,000	10/10/07		2,892			13,897		0.0	%
	Receive a fixed rate equal to 5.000% and pay a floating rate based on 6-month EUR-Euribor Counterparty: Deutsche Bank AG, Frankfurt		4,200,000	06/19/07		18,586			47,067		0.0	%
	Receive a fixed rate equal to 2.000% and pay a floating rate based on 6-month JPY-LIBOR Counterparty: Deutsche Bank AG, Frankfurt		110,000,000	10/10/07		6,019			30,574		0.0	%
	Receive a fixed rate equal to 6.000% and pay a floating rate based on 6-month GBP-LIBOR Counterparty: Goldman Sachs Capital Markets L.P.		7,400,000	06/06/07		(26,111	)		136,184		0.0	%
								$	11,351,148		1.9	%

NOTE 12 — REORGANIZATIONS

On January 13, 2007, UBS U.S. Large Cap Equity, as listed below ("Acquiring Portfolio"), acquired the assets and certain liabilities of ING Goldman Sachs Structured Equity 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 Capital Loss Carryforward (000's)		Acquired Portfolio Unrealized Appreciation (000's)			Conversion Ratio
UBS U.S. Large	ING Goldman Sachs
Cap Equity	Structured Equity
	Portfolio
Class I	Class I	$	1	$	359,756	$	—	$	—			0.89
Class S	Class S		33,300		29,312		—		4,276			0.91
Class ADV	Class ADV		3,083		4,235		—		(237	)		0.89
		$	36,384	$	393,303	$	—	$	4,039

The net assets of UBS U.S. Large Cap Equity after the acquisition were approximately $429,687,347.

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

165

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 12 — REORGANIZATIONS (continued)

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 approximately $416,252,210.

NOTE 13 — CONCENTRATION OF RISKS

Non-Diversified. Certain Portfolios are each classified as non-diversified investment companies under the 1940 Act, which means that each Portfolio is not limited by the 1940 Act in the proportion of assets that they may invest in the obligations of a single issuer. Declines in the value of that single company can significantly impact the value of a Portfolio. The investment of a large percentage of a Portfolio's assets in the securities of a small number of issuers may cause the Portfolios' share price to fluctuate more than that of a diversified investment company. Conversely, even though classified as non-diversified, a Portfolio may actually maintain a portfolio that is diversified with a large number of issuers. In such an event, a Portfolio would benefit less from appreciation in a single corporate issuer than if it had greater exposure to that issuer.

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

Emerging Markets Risk. Emerging market countries are generally defined as countries in the initial stage of their industrialization cycles with low per capita income. Investments in emerging market countries present risks in a greater degree than, and in addition to, those presented by investments in foreign issuers in general as these countries may be less politically and economically stable than other countries. A number of emerging market countries restrict, to varying degrees, foreign investment in stocks. Repatriation of investment income, capital and proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar from time to time, and devaluation may occur after investments in those currencies by a Portfolio. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

High-Yield, Lower-Grade Debt Securities Risk. High-yield debt securities (commonly referred to as "junk bonds") generally present greater credit risk that an issuer cannot make timely payment of interest or principal than an issuer of a higher quality debt security, and typically have greater potential price volatility and principal and income risk. Changes in interest rates, the market's perception of the issuers and the credit worthiness of the issuers may significantly affect the value of these bonds. High-yield bonds are not considered investment grade, and are regarded as predominantly speculative with respect to the issuing company's continuing ability to meet principal and interest payments. The secondary market in which high yield securities are traded may be less liquid than the market for higher grade bonds. It may be more difficult to value less liquid high yield securities, and determination of their value may involve elements of judgment.

NOTE 14 — SECURITIES LENDING

Under an agreement with The Bank of New York Mellon Corporation ("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

166

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 14 — SECURITIES LENDING (continued)

invested in approved investments as defined in the Securities Lending Agreement with BNY (the "Agreement"). The securities purchased with cash collateral received are reflected in the Portfolio of Investments. Generally, in the event of counterparty default, the Portfolios have the right to use the collateral to offset losses incurred. The Agreement contains certain guarantees by BNY in the event of counterparty default and/or a borrower's failure to return a loaned security, however there would be a potential loss to the 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, 2007, 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	$	8,542,388	$	8,792,470
American Century Small-Mid Cap Value		17,781,178		18,585,906
JPMorgan International		55,385,266		58,172,040
JPMorgan Mid Cap Value		53,576,405		54,865,855
Legg Mason Partners Aggressive Growth		211,796,926		218,788,769
OpCap Balanced Value		18,344,694		18,685,000
Oppenheimer Global		345,357,777		362,276,998
Oppenheimer Strategic Income		31,312,678		32,837,634
PIMCO Total Return		9,243,385		9,478,131
T. Rowe Price Diversified Mid Cap Growth		291,195,430		299,744,758
T. Rowe Price Growth Equity		197,807,296		205,312,787
Thornburg Value		41,034,756		42,944,370
UBS U.S. Large Cap Equity		65,034,575		67,276,811
UBS U.S. Small Cap Growth		10,801,244		11,240,829
Van Kampen Comstock		79,917,434		82,668,638

NOTE 15 — REVERSE REPURCHASE AGREEMENT

During the year ended December 31, 2007, Lord Abbett U.S. Government Securities entered into reverse repurchase agreements that had an average daily balance outstanding of $1,776,044 with an average interest rate of 4.775% and paid interest of $74,352. At December 31, 2007, there were no open reverse repurchase agreements.

NOTE 16 — FEDERAL INCOME TAXES

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, 2007:

	Paid-in Capital			Undistributed Net Investment Income			Accumulated Net Realized Gains/ (Losses)
American Century Small-Mid Cap Value	$	19,602		$	(113,809	)	$	94,207
Baron Asset		(8,107	)		7,081			1,026
Baron Small Cap Growth		(1,794,724	)		1,647,986			146,738
Columbia Small Cap Value II		(1,261	)		(45,404	)		46,665
Davis New York Venture		—			(56,685	)		56,685
JPMorgan International		—			(1,378,726	)		1,378,726
JPMorgan Mid Cap Value		—			(296,762	)		296,762
Legg Mason Partners Aggressive Growth		(1,934,682	)		1,934,682			—
Legg Mason Partners Large Cap Growth		(92,930	)		111,119			(18,189	)
Lord Abbett U.S. Government Securities		—			4,738			(4,738	)
Neuberger Berman Partners		—			(28,877	)		28,877
Neuberger Berman Regency		—			(87,649	)		87,649
Oppenheimer Global		—			1,172,793			(1,172,793	)
Oppenheimer Strategic Income		—			8,163,830			(8,163,830	)
PIMCO Total Return		—			99,670			(99,670	)
Pioneer High Yield		—			5,604			(5,604	)
T. Rowe Price Diversified Mid Cap Growth		—			339			(339	)
T. Rowe Price Growth Equity		—			2,831,829			(2,831,829	)
Templeton Foreign Equity		—			820,515			(820,515	)
Thornburg Value		—			(17,835	)		17,835
UBS U.S. Large Cap Equity		—			(135	)		135
UBS U.S. Small Cap Growth		(4,951	)		218,831			(213,880	)
Van Kampen Equity and Income		(40,526	)		5,984			34,542

167

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 16 — FEDERAL INCOME TAXES (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, 2007						Year Ended December 31, 2006
	Ordinary Income		Long-Term Capital Gains		Return of Capital		Ordinary Income		Long-Term Capital Gains
American Century Large Company Value	$	2,664,402	$	6,881,524	$	—	$	1,442,728	$	5,001,000
American Century Small-Mid Cap Value		9,409,419		4,377,918		—		240,929		129,233
Baron Small Cap Growth		—		—		—		—		3,909,366
Columbia Small Cap Value II		171,114		—		—		—		—
Davis New York Venture		1,736,952		95,364		—		8,611		8,145,412
JPMorgan International		14,132,153		—		—		8,268,330		—
JPMorgan Mid Cap Value		4,101,685		10,566,389		—		32,332		1,419,959
Legg Mason Partners Large Cap Growth		—		520,496		—		751,416		46,086
Lord Abbett U.S. Government Securities		2,219,172		—		—		2,118,999		—
Neuberger Berman Partners		3,748,694		17,333,506		—		—		—
Neuberger Berman Regency		99,469		1,085		93,856		74,796		4,335
OpCap Balanced Value		2,121,932		7,275,874		—		846,794		—
Oppenheimer Global		53,603,497		86,882,658		—		1,762,925		3,772,651
Oppenheimer Strategic Income		20,466,141		—		—		1,475,398		—
PIMCO Total Return		14,039,257		—		—		6,393,248		—
Pioneer High Yield		6,921,120		—		—		4,983,683		13,591
T. Rowe Price Diversified Mid Cap Growth		19,205,474		78,164,876		—		23,217,817		2,313,848
T. Rowe Price Growth Equity		18,410,547		59,102,188		—		2,793,872		2,121,134
Templeton Foreign Equity		1,867,499		903,924		—		503,330		—
Thornburg Value		931,786		—		—		883,174		—
UBS U.S. Large Cap Equity		3,088,324		—		—		2,429,180		—
UBS U.S. Small Cap Growth		2,101,602		—		—		233,673		—
Van Kampen Comstock		17,879,359		26,163,078		—		19,664,407		29,268,151
Van Kampen Equity and Income		32,047,391		19,569,825		—		52,527,804		—

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, 2007 were:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Unrealized Appreciation/ (Depreciation)			Post-October Capital Losses Deferred			Post-October Currency Losses Deferred			Post-October PFIC Losses Deferred			Capital Loss Carryforwards			Expiration Dates
American Century Large Company Value	$	2,250,690	$	8,428,488	$	(190,237	)	$	—		$	—		$	—		$	—			—
American Century Small-Mid Cap Value		9,040,601		3,101,132		(10,085,593	)		(639,928	)		—			—			—			—
Baron Asset		—		145,053		2,443,331			—			—			—			—			—
Baron Small Cap Growth		—		19,085,321		121,466,933			—			—			—			—			—
Columbia Small Cap Value II		2,884,057		2,052,699		(1,406,794	)		—			—			—			—			—
Davis New York Venture		4,545,353		3,662,022		20,552,782			—			—			—			—			—
JPMorgan International		10,624,819		157,522,700		155,349,659			—			—			—			—			—
JPMorgan Mid Cap Value		2,645,531		19,875,811		11,241,811			—			—			—			—			—
Legg Mason Partners Aggressive Growth		—		—		318,514,561			—			—			—			(211,557,518	)		2010
Legg Mason Partners Large Cap Growth		—		2,672,431		4,911,006			—			—			—			—			—
Lord Abbett U.S. Government Securities		14,614		65,936		993,032			—			—			—			—			—
Neuberger Berman Partners		958,099		—		68,301,798			—			(3,212	)		—			(13,186,377	)		2015
Neuberger Berman Regency		—		—		1,006,879			(157,421	)		—			—			(145,308	)		2015
OpCap Balanced Value		7,038,649		1,979,877		(4,963,192	)		—			—			—			—			—
Oppenheimer Global		46,069,267		156,625,567		576,871,251			—			(106,064	)		(654,476	)		—			—
Oppenheimer Strategic Income		33,797,261		2,275,989		10,104,554			—			—			—			—			—
PIMCO Total Return		24,524,896		4,325,936		6,828,147			—			—			—			—			—
																		—			—
																		—

168

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 16 — FEDERAL INCOME TAXES (continued)

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Unrealized Appreciation/ (Depreciation)		Post-October Capital Losses Deferred			Post-October Currency Losses Deferred			Post-October PFIC Losses Deferred		Capital Loss Carryforwards			Expiration Dates
Pioneer High Yield	$	2,905,193	$	703,344	$	139,262	$	—		$	—		$	—	$	—			—
T. Rowe Price Diversified Mid Cap Growth		26,571,278		103,251,077		152,621,651		—			—			—		—			—
T. Rowe Price Growth Equity		19,399,767		84,668,501		263,095,086		—			—			—		—			—
Templeton Foreign Equity		836,435		—		12,423,306		(91,338	)		(37,084	)		—		—			—
Thornburg Value		1,827,169		—		7,442,467		—			—			—		(29,495,368	)		2009
																(113,367,765	)		2010
															$	(142,863,133	)
UBS U.S. Large Cap Equity		4,358,803		—		21,731,203		—			—			—		(34,168,348	)		2010
UBS U.S. Small Cap Growth		—		—		486,307		(589,456	)		—			—		—			—
Van Kampen Comstock		24,502,230		44,732,957		20,904,129		—			—			—		—			—
Van Kampen Equity and Income		30,599,306		42,580,783		75,649,658		—			—			—		—			—

The Portfolios major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2003.

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. It was disclosed in the Portfolios' Annual Report for the year ended December 31, 2006, that an affiliate of a Portfolios' investment adviser may have failed to limit the availability of American Ce ntury Large Company Value, American Century Small-Mid Cap Value, Baron Small Cap Growth, Davis New York Venture, JPMorgan Mid Cap 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. Management has determined that it is more likely than not the Portfolios would sustain their tax positions relative to this matter.

NOTE 17 — SUBSEQUENT EVENTS

On December 5, 2007, the Board approved a proposal to reorganize each Portfolio ("Disappearing Portfolio") into the following respective "Surviving Portfolio" ("Reorganization"):

Disappearing Portfolio				Surviving Portfolio
JPMorgan International				Templeton Foreign Equity
Legg Mason Partners Large Cap Growth				ING Marsico Growth Portfolio
Lord Abbett U.S. Government Securities				ING VP Intermediate Bond Portfolio
Neuberger Berman Regency				ING Pioneer Mid Cap Value Portfolio

The proposed Reorganizations are subject to approval by shareholders of the respective Portfolios. If shareholder approval is obtained, it is expected that the Reorganizations shall close on April 26, 2008, or such other date as the parties to the Reorganizations may agree. Shareholders will be notified if the Reorganizations are not approved.

Effective January 1, 2008, the Board has approved implementing expense limits for American Century Large Company Value, OpCap Balanced and Van Kampen Comstock to the following annual expenses to average daily net assets:

	Class ADV			Class I			Class S
American Century Large Company Value		1.40	%		0.90	%		1.15	%
OpCap Balanced Value		1.35	%		0.85	%		1.10	%
Van Kampen Comstock		1.31	%		0.81	%		1.06	%

Dividends. Subsequent to December 31, 2007, the following Portfolio declared dividends from net investment income:

Per Share
Amount

Payable Date

Record Date

Pioneer High Yield

Class ADV

0.0484

February 1, 2008

Daily

Class I

0.0528

February 1, 2008

Daily

Class S

0.0506

February 1, 2008

Daily

169

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (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 was 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 SEC indicated that they would not object if a fund implemented FIN 48 in its NAV calculation as late as its last NAV calculation in the first required financial s tatement reporting period for its fiscal year beginning after December 15, 2006. 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 analyzed the tax positions of the Portfolios. Upon adoption of FIN 48, we identified no uncertain tax positions that have not met the more likely-than-not standard.

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 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 input s) 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, 2007, management of the Portfolios is currently assessing the impact in addition to expanded financial statement disclosures, if any, that will result from adopting SFAS No. 157.

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

As discussed in earlier supplements that were previously filed with the SEC, DSL, the adviser to the ING Funds, has 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 N.V., 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 freque nt 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.

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.

170

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

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

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.

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 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.

Other Regulatory Matters

The New York Attorney General 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 des ist order filed by the New Hampshire Bureau of Securities Regulation concerning their administration of the New Hampshire state employees deferred compensation plan.

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.

171

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
LARGE COMPANY VALUE PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 92.3%
			Aerospace/Defense: 1.0%
	16,400		Northrop Grumman Corp.	$	1,289,696
					1,289,696
			Agriculture: 1.2%
	20,200		Altria Group, Inc.		1,526,716
					1,526,716
			Apparel: 0.5%
	9,400		VF Corp.		645,404
					645,404
			Banks: 9.0%
	96,200	S	Bank of America Corp.		3,969,212
	12,800		Bank of New York Mellon Corp.		624,128
	22,900	L	National City Corp.		376,934
	12,300		PNC Financial Services Group, Inc.		807,495
	53,900		US Bancorp.		1,710,786
	41,700	L	Wachovia Corp.		1,585,851
	87,000	L	Wells Fargo & Co.		2,626,530
					11,700,936
			Beverages: 1.9%
	25,400		Coca-Cola Co.		1,558,798
	23,200		Pepsi Bottling Group, Inc.		915,472
					2,474,270
			Biotechnology: 0.5%
	13,400	@	Amgen, Inc.		622,296
					622,296
			Chemicals: 2.1%
	28,500		EI DuPont de Nemours & Co.		1,256,565
	21,200	L	PPG Industries, Inc.		1,488,876
					2,745,441
			Commercial Services: 1.1%
	34,300	L	H&R Block, Inc.		636,951
	22,200		RR Donnelley & Sons Co.		837,828
					1,474,779
			Computers: 2.3%
	30,900		Hewlett-Packard Co.		1,559,832
	13,700	L	International Business Machines Corp.		1,480,970
					3,040,802
			Diversified Financial Services: 9.6%
	2,900		Bear Stearns Cos., Inc.		255,925
	136,800		Citigroup, Inc.		4,027,392
	11,400	L	Countrywide Financial Corp.		101,916
	15,300		Discover Financial Services		230,724
	46,700		Freddie Mac		1,591,069
	73,300		JPMorgan Chase & Co.		3,199,545
	30,000		Merrill Lynch & Co., Inc.		1,610,400
	29,600		Morgan Stanley		1,572,056
					12,589,027
			Electric: 3.2%
	24,300	L	Exelon Corp.		1,983,852
	15,200	@,L	NRG Energy, Inc.		658,768
	30,000		PPL Corp.		1,562,700
					4,205,320

Shares				Value
			Environmental Control: 0.5%
	21,700		Waste Management, Inc.	$	708,939
					708,939
			Food: 1.7%
	30,000	L	Kroger Co.		801,300
	38,000	@@	Unilever NV ADR		1,385,480
					2,186,780
			Forest Products & Paper: 1.1%
	19,900		Weyerhaeuser Co.		1,467,426
					1,467,426
			Healthcare-Products: 2.8%
	44,700		Johnson & Johnson		2,981,490
	12,400		Medtronic, Inc.		623,348
					3,604,838
			Healthcare-Services: 0.3%
	7,400		Quest Diagnostics		391,460
					391,460
			Household Products/Wares: 0.2%
	5,500	L	Avery Dennison Corp.		292,270
					292,270
			Housewares: 0.6%
	32,200	L	Newell Rubbermaid, Inc.		833,336
					833,336
			Insurance: 6.3%
	26,700		Allstate Corp.		1,394,541
	50,200		American International Group, Inc.		2,926,660
	16,500		Hartford Financial Services Group, Inc.		1,438,635
	19,800		Loews Corp.		996,732
	12,100		Marsh & McLennan Cos., Inc.		320,287
	18,900	L	MGIC Investment Corp.		423,927
	12,800		Torchmark Corp.		774,784
					8,275,566
			Iron/Steel: 0.6%
	12,600		Nucor Corp.		746,172
					746,172
			Machinery-Construction & Mining: 0.7%
	13,100		Caterpillar, Inc.		950,536
					950,536
			Machinery-Diversified: 0.4%
	5,700		Deere & Co.		530,784
					530,784
			Media: 3.1%
	31,600		Gannett Co., Inc.		1,232,400
	96,000		Time Warner, Inc.		1,584,960
	27,500	@	Viacom-Class B		1,207,800
					4,025,160
			Miscellaneous Manufacturing: 6.7%
	18,900		Dover Corp.		871,101
	146,700		General Electric Co.		5,438,169
	22,500	@@	Ingersoll-Rand Co.		1,045,575
	11,900		Parker Hannifin Corp.		896,189
	14,200	@@	Tyco International Ltd.		563,030
					8,814,064

See Accompanying Notes to Financial Statements
172

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
LARGE COMPANY VALUE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Office/Business Equip: 0.6%
	45,800		Xerox Corp.	$	741,502
					741,502
			Oil & Gas: 13.6%
	47,700		Chevron Corp.		4,451,841
	34,500		ConocoPhillips		3,046,350
	3,600		Devon Energy Corp.		320,076
	68,800		ExxonMobil Corp.		6,445,872
	41,100	@@	Royal Dutch Shell PLC ADR		3,460,620
					17,724,759
			Oil & Gas Services: 0.5%
	8,700	@,L	National Oilwell Varco, Inc.		639,102
					639,102
			Pharmaceuticals: 5.7%
	26,800		Abbott Laboratories		1,504,820
	16,200		Eli Lilly & Co.		864,918
	18,800		Merck & Co., Inc.		1,092,468
	110,900	S	Pfizer, Inc.		2,520,757
	33,800		Wyeth		1,493,622
					7,476,585
			Retail: 4.8%
	17,900		Best Buy Co., Inc.		942,435
	26,500		Gap, Inc.		563,920
	24,500		Home Depot, Inc.		660,030
	14,500	@	Kohl's Corp.		664,100
	8,400		McDonald's Corp.		494,844
	33,700		Staples, Inc.		777,459
	17,900	L	Walgreen Co.		681,632
	31,300		Wal-Mart Stores, Inc.		1,487,689
					6,272,109
			Savings & Loans: 0.6%
	52,800	L	Washington Mutual, Inc.		718,608
					718,608
			Semiconductors: 0.8%
	23,900		Applied Materials, Inc.		424,464
	24,100		Intel Corp.		642,506
					1,066,970
			Software: 2.7%
	10,400	@,L	Fiserv, Inc.		577,096
	55,300	S	Microsoft Corp.		1,968,680
	42,900	@	Oracle Corp.		968,682
					3,514,458
			Telecommunications: 5.6%
	100,200		AT&T, Inc.		4,164,312
	18,000		Motorola, Inc.		288,720
	61,900		Sprint Nextel Corp.		812,747
	46,800		Verizon Communications, Inc.		2,044,692
					7,310,471
			Total Common Stock (Cost $120,181,097)		120,606,582

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 14.0%

U.S. Government Agency
Obligations: 7.2%

9,421,000

Federal Home Loan Bank,
3.050%, due 01/02/08

9,419,404

Total U.S. Government
Agency Obligations
(Cost $9,419,404)

9,419,404

Securities Lending Collateral^cc: 6.8%

8,792,470

Bank of New York Mellon Corp.
Institutional Cash Reserves

8,792,470

Total Securities Lending Collateral
(Cost $8,792,470)

8,792,470

Total Short-Term Investments
(Cost $18,211,874)

18,211,874

Total Investments in
Securities
(Cost $138,392,971)*

106.3

138,818,456

Other Assets and
Liabilities - Net

(6.3

)

(8,174,594

)

Net Assets

100.0

130,643,862

@ 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, 2007.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

S All or a portion of this security is segregated for certain derivatives, when-issued or delayed delivery securities and forward currency exchange contracts.

* Cost for federal income tax purposes is $139,008,693.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	12,043,316
Gross Unrealized Depreciation		(12,233,553	)
Net Unrealized Appreciation	$	(190,237	)

ING American Century Large Company Value Portfolio Open Futures Contracts on December 31, 2007:

Contract Description	Number of Contracts		Notional Market Value ($)		Expiration Date	Unrealized Depreciation
Long Contracts
S&P 500 E-Mini		89		6,573,540	03/20/08	$	(86,893	)
						$	(86,893	)

See Accompanying Notes to Financial Statements
173

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 90.3%
			Aerospace/Defense: 1.5%
	8,200	@,L	Aerovironment, Inc.	$	198,440
	800	@,L	Alliant Techsystems, Inc.		91,008
	2,600		Curtiss-Wright Corp.		130,520
	4,900	L	DRS Technologies, Inc.		265,923
	2,700	@	Esterline Technologies Corp.		139,725
	3,200	L	Kaman Corp.		117,792
	5,200	@	Moog, Inc.		238,212
	3,600		Triumph Group, Inc.		296,460
					1,478,080
			Agriculture: 0.1%
	2,800		Universal Corp.		143,416
					143,416
			Airlines: 1.1%
	8,806	@,L	Alaska Air Group, Inc.		220,238
	10,200		Skywest, Inc.		273,870
	46,019		Southwest Airlines Co.		561,432
					1,055,540
			Apparel: 0.7%
	4,400	@,L	Carter's, Inc.		85,140
	4,100	L	Oxford Industries, Inc.		105,657
	3,600	@,L	Warnaco Group, Inc.		125,280
	15,900		Wolverine World Wide, Inc.		389,868
					705,945
			Auto Manufacturers: 0.5%
	18,300	@,L	ASV, Inc.		253,455
	4,500	@@	Bayerische Motoren Werke AG		281,131
					534,586
			Auto Parts & Equipment: 0.9%
	16,800	L	ArvinMeritor, Inc.		197,064
	5,025	@@	Autoliv, Inc.		264,868
	18,900	@	Commercial Vehicle Group, Inc.		274,050
	5,200		Superior Industries International		94,484
	3,800	@,L	Tenneco, Inc.		99,066
					929,532
			Banks: 6.5%
	8,400		Associated Banc-Corp.		227,556
	17,800	L	Central Pacific Financial Corp.		328,588
	3,400		City National Corp.		202,470
	5,090		Commerce Bancshares, Inc.		228,337
	5,200	L	Cullen/Frost Bankers, Inc.		263,432
	21,500	L	First Midwest Bancorp., Inc.		657,900
	5,000	L	FirstMerit Corp.		100,050
	43,610		Fulton Financial Corp.		489,304
	31,200		Hanmi Financial Corp.		268,944
	21,685		Marshall & Ilsley Corp.		574,219
	6,500	L	Pacific Capital Bancorp.		130,845
	44,025	S	South Financial Group, Inc.		688,111
	32,700		Sterling Bancshares, Inc.		364,932
	12,098		SunTrust Bank		756,004
	33,627	L	TCF Financial Corp.		602,932
	9,300		UCBH Holdings, Inc.		131,688
	3,300		United Bankshares, Inc.		92,466
	7,500	L	Wilmington Trust Corp.		264,000
	2,800		Zions Bancorp.		130,732
					6,502,510

Shares				Value
			Beverages: 0.5%
	7,398		Anheuser-Busch Cos., Inc.	$	387,211
	2,564		Coca-Cola Enterprises, Inc.		66,741
					453,952
			Biotechnology: 0.1%
	1,000	@	Bio-Rad Laboratories, Inc.		103,620
					103,620
			Building Materials: 0.7%
	1,100	@	Genlyte Group, Inc.		104,720
	3,000		Lennox International, Inc.		124,260
	5,813	L	LSI Industries, Inc.		105,797
	12,268		Masco Corp.		265,111
	3,800	L	Simpson Manufacturing Co., Inc.		101,042
					700,930
			Chemicals: 2.5%
	2,600	L	Arch Chemicals, Inc.		95,550
	1,400		CF Industries Holdings, Inc.		154,084
	3,400		Cytec Industries, Inc.		209,372
	4,500		Ferro Corp.		93,285
	4,000	L	HB Fuller Co.		89,800
	12,600		Hercules, Inc.		243,810
	18,800		Innophos Holdings, Inc.		279,744
	6,405		Minerals Technologies, Inc.		428,815
	5,000		Olin Corp.		96,650
	5,500	@,L	OM Group, Inc.		316,470
	1,800		Rohm & Haas Co.		95,526
	4,900		Sensient Technologies Corp.		138,572
	7,200	L	Spartech Corp.		101,520
	3,400		UAP Holding Corp.		131,240
					2,474,438
			Coal: 0.1%
	3,200	@,L	Alpha Natural Resources, Inc.		103,936
					103,936
			Commercial Services: 1.0%
	19,894	L	Advance America Cash Advance Centers, Inc.		202,123
	17,800	@,L	Corinthian Colleges, Inc.		274,120
	4,700	L	Heidrick & Struggles International, Inc.		174,417
	9,400	@	MPS Group, Inc.		102,836
	9,000	@	Rent-A-Center, Inc.		130,680
	3,000		Watson Wyatt Worldwide, Inc.		139,230
					1,023,406
			Computers: 1.6%
	7,201		Diebold, Inc.		208,685
	13,100	@	Electronics for Imaging		294,488
	4,400	L	Imation Corp.		92,400
	4,000		Jack Henry & Associates, Inc.		97,360
	34,300	@,L	Perot Systems Corp.		463,050
	37,000	@	Quantum Corp.		99,530
	16,600	@,L	Rackable Systems, Inc.		166,000
	6,372	@	Synopsys, Inc.		165,226
					1,586,739
			Cosmetics/Personal Care: 0.2%
	4,500		Estee Lauder Cos., Inc.		196,245
					196,245

See Accompanying Notes to Financial Statements
174

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Distribution/Wholesale: 0.5%
	4,259		Genuine Parts Co.	$	197,192
	4,600	L	Owens & Minor, Inc.		195,178
	2,400	@	United Stationers, Inc.		110,904
					503,274
			Diversified Financial Services: 2.7%
	2,300		Ameriprise Financial, Inc.		126,753
	18,800	@,L	Asset Acceptance Capital Corp.		195,708
	1,900		Bear Stearns Cos., Inc.		167,675
	32,000	@,L	Cowen Group, Inc.		304,320
	13,243		Freddie Mac		451,189
	14,900	@	Knight Capital Group, Inc.		214,560
	2,100	@@,L	Lazard Ltd.		85,428
	1,400		Legg Mason, Inc.		102,410
	2,400		Merrill Lynch & Co., Inc.		128,832
	5,800	L	National Financial Partners Corp.		264,538
	8,000	L	Nelnet, Inc.		101,680
	12,300	@,L	TradeStation Group, Inc.		174,783
	9,300		Waddell & Reed Financial, Inc.		335,637
					2,653,513
			Electric: 4.8%
	4,800	L	Cleco Corp.		133,440
	2,700		Consolidated Edison, Inc.		131,895
	18,752	L	Empire District Electric Co.		427,171
	15,800		Great Plains Energy, Inc.		463,256
	1,750		Idacorp, Inc.		61,635
	10,400	L	MGE Energy, Inc.		368,888
	38,444		Portland General Electric Co.		1,067,974
	40,704		Puget Energy, Inc.		1,116,511
	9,600		Sierra Pacific Resources		163,008
	19,300		Westar Energy, Inc.		500,642
	4,605		Wisconsin Energy Corp.		224,310
	5,800		Xcel Energy, Inc.		130,906
					4,789,636
			Electrical Components & Equipment: 1.3%
	8,300		Hubbell, Inc.		428,280
	13,276	@	Littelfuse, Inc.		437,577
	15,524		Molex, Inc.		423,805
					1,289,662
			Electronics: 2.5%
	3,600	L	American Science & Engineering, Inc.		204,300
	19,200	@,L,S	Benchmark Electronics, Inc.		340,416
	3,700		Brady Corp.		129,833
	8,000	@,L	Coherent, Inc.		200,560
	6,900	@,L	Electro Scientific Industries, Inc.		136,965
	1,658		Park Electrochemical Corp.		46,822
	3,900	@	Plexus Corp.		102,414
	3,600	@,L	Rogers Corp.		156,132
	4,900		Technitrol, Inc.		140,042
	10,502	@@	Tyco Electronics Ltd.		389,939
	55,800	@	Vishay Intertechnology, Inc.		636,678
					2,484,101
			Engineering & Construction: 1.1%
	10,900	@	EMCOR Group, Inc.		257,567
	16,600		Granite Construction, Inc.		600,588
	4,771	@	Sterling Construction Co., Inc.		104,103
	2,600	@	URS Corp.		141,258
					1,103,516

Shares				Value
			Entertainment: 2.0%
	27,947		International Speedway Corp.	$	1,150,857
	27,383	L	Speedway Motorsports, Inc.		851,064
					2,001,921
			Environmental Control: 1.5%
	21,000		American Ecology Corp.		493,080
	2,000	@,L	Clean Harbors, Inc.		103,400
	3,000		Metal Management, Inc.		136,590
	4,317		Republic Services, Inc.		135,338
	4,300	@,L	Waste Connections, Inc.		132,870
	16,332		Waste Management, Inc.		533,566
					1,534,844
			Food: 5.1%
	26,800		B&G Foods, Inc.		273,628
	8,300		Campbell Soup Co.		296,559
	35,378		ConAgra Foods, Inc.		841,643
	3,400		Corn Products International, Inc.		124,950
	14,800		Del Monte Foods Co.		140,008
	9,000		Diamond Foods, Inc.		192,870
	4,075		General Mills, Inc.		232,275
	6,600	@,L	Hain Celestial Group, Inc.		211,200
	9,237		Hershey Co.		363,938
	9,393		HJ Heinz Co.		438,465
	6,700		J&J Snack Foods Corp.		209,576
	2,200		JM Smucker Co.		113,168
	1,800		Kellogg Co.		94,374
	19,407		Kraft Foods, Inc.		633,250
	13,900	@@	Maple Leaf Foods, Inc.		209,144
	3,800	@	Performance Food Group Co.		102,106
	5,200	L	Pilgrim's Pride Corp.		150,540
	2,200	@	Ralcorp Holdings, Inc.		133,738
	9,186		Weis Markets, Inc.		366,889
					5,128,321
			Forest Products & Paper: 0.4%
	4,988		Glatfelter		76,366
	3,036		MeadWestvaco Corp.		95,027
	4,500		Neenah Paper, Inc.		131,175
	967		Weyerhaeuser Co.		71,307
					373,875
			Gas: 2.2%
	5,300		AGL Resources, Inc.		199,492
	10,100		Atmos Energy Corp.		283,204
	1,400		Nicor, Inc.		59,290
	945		Piedmont Natural Gas Co.		24,721
	36,427	L	Southwest Gas Corp.		1,084,432
	16,166		WGL Holdings, Inc.		529,598
					2,180,737
			Hand/Machine Tools: 0.5%
	6,600		Kennametal, Inc.		249,876
	3,900		Regal-Beloit Corp.		175,305
	2,100		Snap-On, Inc.		101,304
					526,485
			Healthcare-Products: 3.1%
	7,188		Beckman Coulter, Inc.		523,286
	11,000	@	Boston Scientific Corp.		127,930
	3,600	@@	Covidien Ltd.		159,444
	19,600	@,L	Cutera, Inc.		307,720

See Accompanying Notes to Financial Statements
175

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Healthcare-Products (continued)
	3,000		Datascope Corp.	$	109,200
	2,800	@,L	ICU Medical, Inc.		100,828
	6,400	L	LCA-Vision, Inc.		127,808
	6,942		Steris Corp.		200,207
	20,257	@	Symmetry Medical, Inc.		353,080
	9,400	@,L	Vital Images, Inc.		169,858
	6,600		Vital Signs, Inc.		337,392
	20,890	I	Young Innovations, Inc.		499,480
	1,500	@	Zimmer Holdings, Inc.		99,225
					3,115,458
			Healthcare-Services: 2.8%
	9,800	@	Amsurg Corp.		265,188
	31,400	@,L	Assisted Living Concepts, Inc.		235,500
	5,300	@,L	Community Health Systems, Inc.		195,358
	17,900	@	LifePoint Hospitals, Inc.		532,346
	3,000	@	Magellan Health Services, Inc.		139,890
	9,700	@,L	Nighthawk Radiology Holdings, Inc.		204,185
	72,336	@	Odyssey HealthCare, Inc.		800,036
	7,528		Universal Health Services, Inc.		385,434
					2,757,937
			Home Builders: 0.4%
	2,600		MDC Holdings, Inc.		96,538
	12,521		Winnebago Industries		263,191
					359,729
			Home Furnishings: 0.7%
	14,100	L	Ethan Allen Interiors, Inc.		401,850
	8,700	L	Furniture Brands International, Inc.		87,522
	2,800		Whirlpool Corp.		228,564
					717,936
			Household Products/Wares: 2.4%
	29,400	@,L	ACCO Brands Corp.		471,576
	5,800		American Greetings Corp.		117,740
	8,700		Avery Dennison Corp.		462,318
	16,400	@,L	Central Garden & Pet Co.		94,464
	13,810		Kimberly-Clark Corp.		957,585
	5,800		Tupperware Corp.		191,574
	2,600		WD-40 Co.		98,722
					2,393,979
			Housewares: 0.3%
	3,700	@@	Hunter Douglas NV		274,158
					274,158
			Insurance: 6.0%
	9,186		Allstate Corp.		479,785
	27,100		American Equity Investment Life Holding Co.		224,659
	8,011		Arthur J Gallagher & Co.		193,786
	19,700	@@	Aspen Insurance Holdings Ltd.		568,148
	3,600		Chubb Corp.		196,488
	3,600		Delphi Financial Group		127,008
	5,500	@@	Endurance Specialty Holdings Ltd.		229,515
	11,843		Genworth Financial, Inc.		301,404
	3,700		Hanover Insurance Group, Inc.		169,460
	2,653		Hartford Financial Services Group, Inc.		231,315
	31,600		HCC Insurance Holdings, Inc.		906,288

Shares				Value
	3,200	L	Hilb Rogal & Hobbs Co.	$	129,824
	12,056		Horace Mann Educators Corp.		228,341
	6,700	@@	IPC Holdings Ltd.		193,429
	18,955		Marsh & McLennan Cos., Inc.		501,739
	6,700		MBIA, Inc.		124,821
	10,200	@	National Atlantic Holdings Corp.		45,186
	4,500		Odyssey Re Holdings Corp.		165,195
	8,200		OneBeacon Insurance Group Ltd.		176,300
	8,500	L	Phoenix Cos., Inc.		100,895
	7,400	@@	Platinum Underwriters Holdings Ltd.		263,144
	6,500		PMI Group, Inc.		86,320
	2,400	@,L	ProAssurance Corp.		131,808
	5,700		United Fire & Casualty Co.		165,813
					5,940,671
			Internet: 0.1%
	4,400	@	Avocent Corp.		102,564
					102,564
			Investment Companies: 1.7%
	23,700		Apollo Investment Corp.		404,085
	18,200	L	Ares Capital Corp.		266,266
	21,600		Highland Distressed Opportunities, Inc.		185,112
	20,700		MCG Capital Corp.		239,913
	12,500		MVC Capital, Inc.		201,750
	22,548	L	Patriot Capital Funding, Inc.		227,509
	14,560		PennantPark Investment Corp.		145,891
					1,670,526
			Iron/Steel: 0.5%
	8,900	@,L	Claymont Steel Holdings, Inc.		207,815
	1,100	L	Cleveland-Cliffs, Inc.		110,880
	2,600		Schnitzer Steel Industries, Inc.		179,738
					498,433
			Machinery-Diversified: 1.0%
	4,065	L	Albany International Corp.		150,812
	40,027	@	Altra Holdings, Inc.		665,649
	5,800	L	Applied Industrial Technologies, Inc.		168,316
					984,777
			Media: 0.9%
	10,300		Belo Corp.		179,632
	20,575	@,L	Entravision Communications Corp.		161,102
	4,600		Hearst-Argyle Television, Inc.		101,706
	53,800	L	Journal Communications, Inc.		480,972
					923,412
			Metal Fabricate/Hardware: 1.6%
	3,900	@,L	Haynes International, Inc.		271,050
	4,600	L	Kaydon Corp.		250,884
	11,900		Mueller Industries, Inc.		344,981
	10,700	L	Mueller Water Products, Inc.		106,679
	25,100		NN, Inc.		236,442
	2,500	L	Quanex Corp.		129,750
	8,100	L	Timken Co.		266,085
					1,605,871
			Mining: 0.2%
	1,700	@	Century Aluminum Co.		91,698
	1,800	@	RTI International Metals, Inc.		124,074
					215,772

See Accompanying Notes to Financial Statements
176

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Miscellaneous Manufacturing: 1.9%
	3,100		Acuity Brands, Inc.	$	139,500
	2,900		AO Smith Corp.		101,645
	3,200	L	Aptargroup, Inc.		130,912
	3,300		Barnes Group, Inc.		110,187
	2,700		Brink's Co.		161,298
	3,000		Crane Co.		128,700
	4,500		Dover Corp.		207,405
	35,700	@,L	Griffon Corp.		444,465
	3,802		Lancaster Colony Corp.		150,939
	7,200		Pentair, Inc.		250,632
	4,000		Reddy Ice Holdings, Inc.		101,240
					1,926,923
			Office Furnishings: 0.7%
	10,200		Herman Miller, Inc.		330,378
	11,388		HNI, Corp.		399,263
					729,641
			Office/Business Equip: 0.5%
	12,093		Pitney Bowes, Inc.		460,018
					460,018
			Oil & Gas: 2.2%
	2,468		Apache Corp.		265,409
	3,800	@,L	Continental Resources, Inc.		99,294
	4,600	@	Encore Acquisition Co.		153,502
	990	@	Forest Oil Corp.		50,332
	2,700		Helmerich & Payne, Inc.		108,189
	12,740	L	St. Mary Land & Exploration Co.		491,891
	4,900	@	Swift Energy Co.		215,747
	22,600		W&T Offshore, Inc.		677,096
	2,800	@,L	Whiting Petroleum Corp.		161,448
					2,222,908
			Oil & Gas Services: 1.8%
	8,099	@,L	Cal Dive International, Inc.		107,231
	1,400	@	Exterran Holdings, Inc.		114,520
	5,800	@	Global Industries Ltd.		124,236
	3,200	@	Helix Energy Solutions Group, Inc.		132,800
	2,200	@,L	Hornbeck Offshore Services, Inc.		98,890
	12,200	@	Key Energy Services, Inc.		175,558
	6,400	L	Lufkin Industries, Inc.		366,656
	25,100	@,@@	North American Energy Partners, Inc.		340,105
	4,500	@	Oil States International, Inc.		153,540
	2,500	@	W-H Energy Services, Inc.		140,525
					1,754,061
			Packaging & Containers: 1.7%
	60,402	L	Bemis Co.		1,653,807
					1,653,807
			Pharmaceuticals: 1.2%
	8,000	@,L	Alpharma, Inc.		161,200
	7,100		Bristol-Myers Squibb Co.		188,292
	8,000	@,L	Par Pharmaceutical Cos., Inc.		192,000
	2,800	L	Perrigo Co.		98,028
	12,400	@	Sepracor, Inc.		325,500
	9,867	@	Watson Pharmaceuticals, Inc.		267,790
					1,232,810
			Pipelines: 0.3%
	5,074		Equitable Resources, Inc.		270,343
					270,343

Shares				Value
			Real Estate: 0.1%
	15,900	@	HFF, Inc.	$	123,066
					123,066
			Retail: 5.4%
	7,700		Barnes & Noble, Inc.		265,265
	3,700	@,L	BJ's Wholesale Club, Inc.		125,171
	5,800		Brown Shoe Co., Inc.		87,986
	17,900	@,L	California Pizza Kitchen, Inc.		278,703
	4,400		Casey's General Stores, Inc.		130,284
	8,500	L	Cato Corp.		133,110
	27,800	@,L	CEC Entertainment, Inc.		721,688
	18,200	@,L	Charming Shoppes, Inc.		98,462
	13,600		Family Dollar Stores, Inc.		261,528
	14,200	L	Fred's, Inc.		136,746
	7,300	L	Group 1 Automotive, Inc.		173,375
	40,200	@,L	HOT Topic, Inc.		233,964
	5,589	@	Insight Enterprises, Inc.		101,943
	30,700		Kenneth Cole Productions, Inc.		536,943
	15,653		Lowe's Cos., Inc.		354,071
	7,300	@,L	Panera Bread Co.		261,486
	10,800	L	Penske Auto Group, Inc.		188,568
	17,000	@,L	Pier 1 Imports, Inc.		88,910
	8,300	@,L	Red Robin Gourmet Burgers, Inc.		265,517
	4,600		Regis Corp.		128,616
	37,600	L	Ruby Tuesday, Inc.		366,600
	5,800	L	Stage Stores, Inc.		85,840
	6,400		Talbots, Inc.		75,648
	23,900	L	Tuesday Morning Corp.		121,173
	7,200	@,L	Zale Corp.		115,632
					5,337,229
			Savings & Loans: 0.6%
	11,000		First Niagara Financial Group, Inc.		132,440
	7,400		People's United Financial, Inc.		131,720
	15,600		Washington Federal, Inc.		329,316
					593,476
			Semiconductors: 2.6%
	5,700		Applied Materials, Inc.		101,232
	2,700	@,L	Cabot Microelectronics Corp.		96,957
	7,600		Cohu, Inc.		116,280
	23,900	@	Emulex Corp.		390,048
	2,600		KLA-Tencor Corp.		125,216
	24,000	@	Mattson Technology, Inc.		205,440
	13,600	@	MKS Instruments, Inc.		260,304
	18,380	@	QLogic Corp.		260,996
	18,700	@,L	Rudolph Technologies, Inc.		211,684
	22,000	@	Teradyne, Inc.		227,480
	21,400	@,L	Veeco Instruments, Inc.		357,380
	7,400	@,@@	Verigy Ltd.		201,058
					2,554,075
			Software: 4.3%
	5,800	@,L	Aspen Technology, Inc.		94,076
	6,200	L	Fair Isaac Corp.		199,330
	4,100		IMS Health, Inc.		94,464
	8,500	L	MoneyGram International, Inc.		130,645
	15,700	@,L	Packeteer, Inc.		96,712
	88,701	@	Parametric Technology Corp.		1,583,313
	61,700	@	Sybase, Inc.		1,609,753
	66,100	@,I	Ulticom, Inc.		528,800
					4,337,093

See Accompanying Notes to Financial Statements
177

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Telecommunications: 0.7%
	1,600	@	Anixter International, Inc.	$	99,632
	9,500	@,L	Arris Group, Inc.		94,810
	2,300	@	CommScope, Inc.		113,183
	31,100	@	EFJ, Inc.		85,214
	20,803		Iowa Telecommunications Services, Inc.		338,257
					731,096
			Textiles: 0.2%
	4,400		G&K Services, Inc.		165,088
					165,088
			Toys/Games/Hobbies: 0.6%
	21,685	@	RC2 Corp.		608,698
					608,698
			Transportation: 1.2%
	1,800	L	Alexander & Baldwin, Inc.		92,988
	5,700	L	Arkansas Best Corp.		125,058
	19,500	@@,L	Double Hull Tankers, Inc.		238,680
	20,689	L	Heartland Express, Inc.		295,922
	5,700	L	OceanFreight, Inc.		109,611
	19,400		Werner Enterprises, Inc.		330,382
					1,192,641
Total Common Stock (Cost $96,446,296)					90,016,956
REAL ESTATE INVESTMENT TRUSTS: 2.9%
			Apartments: 0.6%
	50,069		Education Realty Trust, Inc.		562,776
					562,776
			Diversified: 0.4%
	24,460		Lexington Corporate Properties Trust		355,648
					355,648
			Forest Products & Paper: 0.1%
	2,700		Rayonier, Inc.		127,548
					127,548
			Health Care: 0.2%
	8,400	L	Healthcare Realty Trust, Inc.		213,276
					213,276
			Hotels: 0.1%
	6,700		Sunstone Hotel Investors, Inc.		122,543
					122,543
			Mortgage: 0.4%
	44,200		MFA Mortgage Investments, Inc.		408,850
					408,850
			Single Tenant: 1.1%
	33,500		Getty Realty Corp.		893,780
	4,500		National Retail Properties, Inc.		105,210
	3,700		Realty Income Corp.		99,974
					1,098,964
Total Real Estate Investment Trusts (Cost $3,223,468)					2,889,605

Value

EXCHANGE-TRADED FUNDS: 2.8%

Exchange-Traded Funds: 2.8%

9,500

iShares Russell 2000
Value Index Fund

669,560

12,893

iShares S&P MidCap 400
Index Fund

1,095,131

15,100

iShares S&P SmallCap 600
Index Fund

981,802

2,746,493

Total Exchange-Traded Funds
(Cost $2,893,892)

2,746,493

PREFERRED STOCK: 1.5%

Banks: 0.1%

5,400

Midwest Banc Holdings, Inc.,
7.750%, due 12/31/49

144,720

144,720

Hotels: 0.2%

10,468

P,I

Ashford Hospitality Trust,
8.450%, due 07/18/12

198,892

198,892

Insurance: 1.0%

18,900

@@,I

Aspen Insurance Holdings Ltd.,
5.625%, due 12/31/49

999,338

999,338

Single Tenant: 0.2%

8,300

P,I

National Retail Properties,
7.375%, due 10/12/11

166,083

166,083

Total Preferred Stock
(Cost $1,556,294)

1,509,033

Total Long-Term Investments
(Cost $104,119,950)

97,162,087

Principal Amount
SHORT-TERM INVESTMENTS: 18.6%
		Securities Lending Collateral^cc: 18.6%
$	18,585,905	Bank of New York Mellon Corp. Institutional Cash Reserves	18,585,906
Total Short-Term Investments (Cost $18,585,906)			18,585,906

Total Investments in Securities (Cost $122,705,856)*	116.1	%	$	115,747,993
Other Assets and Liabilities - Net	(16.1	)		(16,050,439	)
Net Assets	100.0	%	$	99,697,554

See Accompanying Notes to Financial Statements
178

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

@ Non-income producing security

@@ Foreign Issuer

P Preferred Stock may be called prior to convertible date.

cc Securities purchased with cash collateral for securities loaned.

I Illiquid Security

L Loaned security, a portion or all of the security is on loan at December 31, 2007.

S All or a portion of this security is segregated for certain derivatives, when-issued or delayed delivery securities and forward currency exchange contracts.

* Cost for federal income tax purposes is $125,833,551.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	119,878
Gross Unrealized Depreciation		(10,205,436	)
Net Unrealized Depreciation	$	(10,085,558	)

At December 31, 2007 the following forward foreign currency contracts were outstanding for the American Century Small-Mid Cap Value Portfolio:

Currency		Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation (Depreciation)
Canada Dollars
CAD	174,420	Sell	01/31/08		177,871		176,727	$	1,144
Euro EUR 375,474		Sell	01/31/08		547,310		548,963		(1,653	)
								$	(509	)

See Accompanying Notes to Financial Statements
179

PORTFOLIO OF INVESTMENTS
ING BARON ASSET PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 91.0%
			Advertising: 2.1%
	15,000	@	Lamar Advertising Co.	$	721,050
					721,050
			Aerospace/Defense: 0.8%
	6,000	@@	Empresa Brasileira de Aeronautica SA ADR		273,540
					273,540
			Banks: 1.1%
	6,500		City National Corp.		387,075
					387,075
			Commercial Services: 8.9%
	5,000		Corporate Executive Board Co.		300,500
	2,400	@	Corrections Corp. of America		70,824
	6,000		DeVry, Inc.		311,760
	30,000	@	Gartner, Inc.		526,800
	23,000	@	Iron Mountain, Inc.		851,460
	4,500	@@	Ritchie Bros. Auctioneers, Inc.		372,150
	6,700		Robert Half International, Inc.		181,168
	20,000	@	SAIC, Inc.		402,400
					3,017,062
			Computers: 2.9%
	10,000		Factset Research Systems, Inc.		557,000
	7,000	@	IHS, Inc.		423,920
					980,920
			Distribution/Wholesale: 1.3%
	10,600		Fastenal Co.		428,452
					428,452
			Diversified Financial Services: 12.5%
	6,500	@	AllianceBernstein Holding LP		489,125
	32,800		Charles Schwab Corp.		838,040
	1,200		CME Group, Inc.		823,200
	18,000		Eaton Vance Corp.		817,380
	9,000	@	FCStone Group, Inc.		414,270
	1,200	@	IntercontinentalExchange, Inc.		231,000
	12,000		Jefferies Group, Inc.		276,600
	10,000	@@	Onex Corp.		354,527
					4,244,142
			Electronics: 0.5%
	1,400	@,@@	Mettler Toledo International, Inc.		159,320
					159,320
			Energy-Alternate Sources: 2.8%
	15,000	@	Covanta Holding Corp.		414,900
	4,000	@	Sunpower Corp.		521,560
					936,460
			Entertainment: 2.2%
	5,000	@	Penn National Gaming, Inc.		297,750
	13,700	@	Scientific Games Corp.		455,525
					753,275
			Environmental Control: 1.7%
	10,000	@	Stericycle, Inc.		594,000
					594,000

Shares				Value
			Food: 1.4%
	12,000		Whole Foods Market, Inc.	$	489,600
					489,600
			Gas: 1.6%
	18,500		Southern Union Co.		543,160
					543,160
			Healthcare-Products: 6.1%
	9,000		Densply International, Inc.		405,180
	11,000	@	Edwards Lifesciences Corp.		505,890
	7,700	@	Henry Schein, Inc.		472,780
	8,400	@	Idexx Laboratories, Inc.		492,492
	4,000	@	Varian Medical Systems, Inc.		208,640
					2,084,982
			Healthcare-Services: 5.3%
	17,000		Brookdale Senior Living, Inc.		482,970
	15,300	@	Community Health Systems, Inc.		563,958
	7,300	@,W	Covance, Inc.		632,326
	1,800	@	Laboratory Corp. of America Holdings		135,954
					1,815,208
			Insurance: 5.2%
	11,000	@,@@	Arch Capital Group Ltd.		773,850
	9,000		Assurant, Inc.		602,100
	17,000		Brown & Brown, Inc.		399,500
					1,775,450
			Internet: 0.9%
	3,000	@	Equinix, Inc.		303,210
					303,210
			Lodging: 5.0%
	11,000		Boyd Gaming Corp.		374,770
	8,700		Choice Hotels International, Inc.		288,840
	3,000	@	Las Vegas Sands Corp.		309,150
	6,400	@	Wynn Resorts Ltd.		717,632
					1,690,392
			Oil & Gas: 4.7%
	10,000		Helmerich & Payne, Inc.		400,700
	6,049	@,@@	Petroplus Holdings AG		468,575
	8,300		Range Resources Corp.		426,288
	5,625		XTO Energy, Inc.		288,900
					1,584,463
			Oil & Gas Services: 1.0%
	3,500	@	SEACOR Holdings, Inc.		324,590
					324,590
			Pharmaceuticals: 1.8%
	14,000	@	VCA Antech, Inc.		619,220
					619,220
			Real Estate: 2.1%
	22,000	@	CB Richard Ellis Group, Inc.		474,100
	5,500		Forest City Enterprises, Inc.		244,420
					718,520
			Retail: 12.3%
	18,500	@	Carmax, Inc.		365,375
	13,900	@	Cheesecake Factory		329,569
	14,000	@	Copart, Inc.		595,700

See Accompanying Notes to Financial Statements
180

PORTFOLIO OF INVESTMENTS
ING BARON ASSET PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Retail (continued)
	16,000	@	Dick's Sporting Goods, Inc.	$	444,160
	10,000	@	J Crew Group, Inc.		482,100
	12,000		MSC Industrial Direct Co.		485,640
	7,500	@	O'Reilly Automotive, Inc.		243,225
	12,000		Polo Ralph Lauren Corp.		741,480
	11,000		Tiffany & Co.		506,330
					4,193,579
			Software: 1.7%
	5,000	@	MSCI, Inc.-Class A		192,000
	6,000	@	Nuance Communications, Inc.		112,080
	8,200		SEI Investments Co.		263,794
					567,874
			Telecommunications: 1.9%
	2,000	@	NII Holdings, Inc.		96,640
	16,000	@	SBA Communications Corp.		541,440
					638,080
			Transportation: 3.2%
	13,000		CH Robinson Worldwide, Inc.		703,560
	8,900		Expeditors International Washington, Inc.		397,652
					1,101,212
Total Common Stock (Cost $28,446,027)					30,944,836
REAL ESTATE INVESTMENT TRUSTS: 1.3%
			Office Property: 1.3%
	11,000		Douglas Emmett, Inc.		248,710
	2,000		SL Green Realty Corp.		186,920
Total Real Estate Investment Trusts (Cost $487,269)					435,630

Total Investments in Securities (Cost $28,933,296)*	92.3	%	$	31,380,466
Other Assets and Liabilities - Net	7.7			2,630,441
Net Assets	100.0	%	$	34,010,907

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

W When-issued or delayed delivery security

* Cost for federal income tax purposes is $28,937,135

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	4,372,066
Gross Unrealized Depreciation		(1,928,735	)
Net Unrealized Appreciation	$	2,443,331

See Accompanying Notes to Financial Statements
181

ING BARON SMALL CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 88.6%
			Airlines: 1.0%
	200,000	@	Allegiant Travel Co.	$	6,428,001
					6,428,001
			Apparel: 1.1%
	350,000	@	Carter's, Inc.		6,772,500
					6,772,500
			Banks: 4.2%
	80,000		Cathay General Bancorp.		2,119,200
	160,000		Center Financial Corp.		1,971,200
	120,000		Central Pacific Financial Corp.		2,215,200
	75,000		Frontier Financial Corp.		1,392,750
	165,000		Glacier Bancorp., Inc.		3,092,100
	150,000	@	SVB Financial Group		7,560,000
	299,990		UCBH Holdings, Inc.		4,247,858
	145,000	@	Virginia Commerce Bancorp.		1,700,850
	140,500	@	Western Alliance Bancorp.		2,637,185
					26,936,343
			Beverages: 0.9%
	200,000	@	Peet's Coffee & Tea, Inc.		5,814,000
					5,814,000
			Biotechnology: 0.3%
	32,000	@	Charles River Laboratories International, Inc.		2,105,600
					2,105,600
			Building Materials: 0.7%
	200,000		Apogee Enterprises, Inc.		3,422,000
	29,358		Eagle Materials, Inc.		1,041,622
					4,463,622
			Commercial Services: 10.5%
	77,000	@	Bankrate, Inc.		3,702,930
	125,000		Chemed Corp.		6,985,000
	47,100	@,W	ChoicePoint, Inc.		1,715,382
	120,000	@	CoStar Group, Inc.		5,670,000
	325,000		DeVry, Inc.		16,887,001
	225,000	@	Gartner, Inc.		3,951,000
	150,000		Macquarie Infrastructure Co. Trust		6,079,500
	100,000	@	Morningstar, Inc.		7,775,000
	24,187	@@	Ritchie Bros. Auctioneers, Inc.		2,000,265
	110,000		Sotheby's		4,191,000
	100,000	@,@@	Steiner Leisure Ltd.		4,416,000
	25,000		Strayer Education, Inc.		4,264,500
					67,637,578
			Distribution/Wholesale: 1.1%
	326,200	@	LKQ Corp.		6,856,724
					6,856,724
			Diversified Financial Services: 6.6%
	325,000		Cohen & Steers, Inc.		9,740,250
	143,256		Evercore Partners, Inc.		3,087,167
	225,000	@	FCStone Group, Inc.		10,356,750
	62,457		GAMCO Investors, Inc.		4,322,024
	250,000		Jefferies Group, Inc.		5,762,500
	145,000		National Financial Partners Corp.		6,613,450
	201,300	@	Thomas Weisel Partners Group, Inc.		2,763,849
					42,645,990

Shares				Value
			Electric: 1.4%
	160,000		ITC Holdings Corp.	$	9,027,200
					9,027,200
			Energy-Alternate Sources: 2.4%
	120,000	@	Sunpower Corp.		15,646,800
					15,646,800
			Engineering & Construction: 1.5%
	200,000	@	Aecom Technology Corp.		5,714,000
	80,000	@	Layne Christensen Co.		3,936,800
					9,650,800
			Entertainment: 3.7%
	75,000	@	Great Wolf Resorts, Inc.		735,750
	475,000	@	Isle of Capri Casinos, Inc.		6,540,750
	50,000	@	Penn National Gaming, Inc.		2,977,500
	275,200	@	Pinnacle Entertainment, Inc.		6,483,712
	150,000	@	Scientific Games Corp.		4,987,500
	45,000	@	Vail Resorts, Inc.		2,421,450
					24,146,662
			Food: 1.7%
	180,000	@	Ralcorp Holdings, Inc.		10,942,200
					10,942,200
			Gas: 0.4%
	88,198		Southern Union Co.		2,589,493
					2,589,493
			Healthcare-Products: 2.5%
	100,000	@	Edwards Lifesciences Corp.		4,599,000
	75,000	@	Gen-Probe, Inc.		4,719,750
	15,000	@	Intuitive Surgical, Inc.		4,867,500
	115,000	@	PSS World Medical, Inc.		2,250,550
					16,436,800
			Healthcare-Services: 5.9%
	235,000	@	AMERIGROUP Corp.		8,565,750
	175,000	@	Centene Corp.		4,802,000
	80,000	@	Community Health Systems, Inc.		2,948,800
	100,000	@	Emeritus Corp.		2,515,000
	165,000	@	Healthways, Inc.		9,642,600
	190,900	@	Nighthawk Radiology Holdings, Inc.		4,018,445
	90,000	@	Odyssey HealthCare, Inc.		995,400
	159,040	@	Skilled Healthcare Group, Inc.		2,326,755
	140,000	@	Sun Healthcare Group, Inc.		2,403,800
					38,218,550
			Home Builders: 0.3%
	108,500		Brookfield Homes Corp.		1,714,300
					1,714,300
			Household Products/Wares: 1.0%
	125,000		Church & Dwight Co., Inc.		6,758,750
					6,758,750
			Insurance: 1.1%
	65,000	@,@@	Arch Capital Group Ltd.		4,572,750
	10,000		Brown & Brown, Inc.		235,000
	125,000	@,@@	CNinsure, Inc. ADR		1,968,750
					6,776,500

See Accompanying Notes to Financial Statements
182

ING BARON SMALL CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Internet: 4.2%
	80,000	@	Blue Nile, Inc.	$	5,444,800
	676,011	@	Emdeon Corp.		9,058,547
	120,000	@	Equinix, Inc.		12,128,400
	25,222	@	TechTarget, Inc.		372,781
					27,004,528
			Lodging: 4.5%
	267,600		Ameristar Casinos, Inc.		7,369,704
	250,000		Choice Hotels International, Inc.		8,300,000
	180,000	@,W	Gaylord Entertainment Co.		7,284,600
	55,000	@	Wynn Resorts Ltd.		6,167,150
					29,121,454
			Media: 1.3%
	75,000	@,@@	Central European Media Enterprises Ltd.		8,698,500
					8,698,500
			Miscellaneous Manufacturing: 0.6%
	200,000		American Railcar Industries, Inc.		3,850,000
					3,850,000
			Oil & Gas: 3.9%
	35,000	@	Carrizo Oil & Gas, Inc.		1,916,250
	240,000	@	Encore Acquisition Co.		8,008,800
	200,000	@	EXCO Resources, Inc.		3,096,000
	175,000		Helmerich & Payne, Inc.		7,012,250
	45,000		Range Resources Corp.		2,311,200
	45,000	@	Whiting Petroleum Corp.		2,594,700
					24,939,200
			Oil & Gas Services: 5.4%
	80,000	@	Core Laboratories NV		9,977,600
	160,000	@	Dresser-Rand Group, Inc.		6,248,000
	160,000	@	FMC Technologies, Inc.		9,072,000
	60,000	@	SEACOR Holdings, Inc.		5,564,400
	90,000	@	Tetra Technologies, Inc.		1,401,300
	60,000	@,@@	Willbros Group, Inc		2,297,400
					34,560,700
			Real Estate: 2.0%
	240,000	@	CB Richard Ellis Group, Inc.		5,172,000
	75,000	@	HFF, Inc.		580,500
	200,000		St. Joe Co.		7,102,000
					12,854,500
			Retail: 14.6%
	390,000	@	Cabela's, Inc.		5,877,300
	247,500	@	California Pizza Kitchen, Inc.		3,853,575
	200,000	@	Carmax, Inc.		3,950,000
	220,000	@	Cheesecake Factory		5,216,200
	225,000	@,@@	China Nepstar Chain Drugstore Ltd. ADR		3,955,500
	60,000	@	Chipotle Mexican Grill, Inc.		8,824,200
	200,000	@	Copart, Inc.		8,510,000
	400,000	@	Dick's Sporting Goods, Inc.		11,104,000
	128,500	@	DSW, Inc.		2,410,660
	250,000	@	J Crew Group, Inc.		12,052,500
	190,000	@	Panera Bread Co.		6,805,800
	470,000		Penske Auto Group, Inc.		8,206,200
	10,000		Polo Ralph Lauren Corp.		617,900

Value

100,000

Texas Roadhouse, Inc.

1,106,000

70,000

Tractor Supply Co.

2,515,800

38,500

Ulta Salon Cosmetics &
Fragrance, Inc.

660,275

200,000

Under Armour, Inc.

8,734,000

94,399,910

Software: 0.6%

200,000

Allscripts Healthcare
Solutions, Inc.

3,884,000

3,884,000

Telecommunications: 0.5%

90,000

SBA Communications Corp.

3,045,600

3,045,600

Toys/Games/Hobbies: 0.9%

225,000

Marvel Entertainment, Inc.

6,009,750

6,009,750

Transportation: 1.3%

250,000

Genesee & Wyoming, Inc.

6,042,500

60,000

Landstar System, Inc.

2,529,000

8,571,500

Trucking & Leasing: 0.5%

123,000

Aircastle Ltd.

3,238,590

3,238,590

Total Common Stock
(Cost $451,695,251)

571,746,645

REAL ESTATE INVESTMENT TRUSTS: 2.7%

Diversified: 1.2%

200,000

Digital Realty Trust, Inc.

7,674,000

7,674,000

Shopping Centers: 0.7%

190,000

Acadia Realty Trust

4,865,900

4,865,900

Single Tenant: 0.8%

14,300

Alexander's, Inc.

5,051,475

5,051,475

Total Real Estate
Investment Trusts
(Cost $16,108,448)

17,591,375

Total Long-Term Investments
(Cost $467,803,699)

589,338,020

See Accompanying Notes to Financial Statements
183

ING BARON SMALL CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 8.1%

U.S. Government
Agency Obligations: 8.1%

52,193,000

Federal Home Loan Bank,
3.050%, due 01/02/08

52,184,156

Total Short-Term Investments
(Cost $52,184,156)

52,184,156

Total Investments in
Securities
(Cost $519,987,855)*

99.4

641,522,176

Other Assets and
Liabilities - Net

0.6

3,724,441

Net Assets

100.0

645,246,617

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

W When-issued or delayed delivery security

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $520,055,243

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	159,603,945
Gross Unrealized Depreciation		(38,137,012	)
Net Unrealized Appreciation	$	121,466,933

See Accompanying Notes to Financial Statements
184

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 87.8%
			Aerospace/Defense: 5.0%
	54,000	@	AAR Corp.	$	2,053,620
	38,000	@	BE Aerospace, Inc.		2,010,200
	34,000		DRS Technologies, Inc.		1,845,180
	44,000	@	Esterline Technologies Corp.		2,277,000
	26,000		Triumph Group, Inc.		2,141,100
					10,327,100
			Agriculture: 1.1%
	43,000		Universal Corp.		2,202,460
					2,202,460
			Airlines: 0.8%
	67,800	@	Alaska Air Group, Inc.		1,695,678
					1,695,678
			Apparel: 0.7%
	44,000	@	Warnaco Group, Inc.		1,531,200
					1,531,200
			Auto Parts & Equipment: 1.3%
	86,000		Cooper Tire & Rubber Co.		1,425,880
	50,000	@	Tenneco, Inc.		1,303,500
					2,729,380
			Banks: 8.8%
	77,000		AmericanWest Bancorp.		1,357,510
	86,000		Bancorpsouth, Inc.		2,030,460
	88,000		Colonial BancGroup, Inc.		1,191,520
	84,000		Community Bank System, Inc.		1,669,080
	47,000		First Midwest Bancorp., Inc.		1,438,200
	55,000		First State Bancorp.		764,500
	47,600		Frontier Financial Corp.		883,932
	60,000		Independent Bank Corp.		1,633,200
	50,100		Pacific Capital Bancorp.		1,008,513
	68,000		Prosperity Bancshares, Inc.		1,998,520
	32,500	@	SVB Financial Group		1,638,000
	87,000		UCBH Holdings, Inc.		1,231,920
	96,500		Umpqua Holdings Corp.		1,480,310
					18,325,665
			Building Materials: 1.6%
	111,000		Comfort Systems USA, Inc.		1,418,580
	111,000		LSI Industries, Inc.		2,020,200
					3,438,780
			Chemicals: 2.1%
	107,600		Olin Corp.		2,079,908
	67,000	@	Rockwood Holdings, Inc.		2,225,740
					4,305,648
			Coal: 0.9%
	55,200		Massey Energy Co.		1,973,400
					1,973,400
			Commercial Services: 7.6%
	106,000		ABM Industries, Inc.		2,161,340
	78,000		Bowne & Co., Inc.		1,372,800
	125,000	@	CBIZ, Inc.		1,226,250
	27,000	@	Consolidated Graphics, Inc.		1,291,140
	75,000	@	Cornell Cos., Inc.		1,749,000
	65,400		Deluxe Corp.		2,151,006
	28,000	@	FTI Consulting, Inc.		1,725,920

Shares				Value
	30,000	@	Integrated Electrical Services, Inc.	$	563,700
	165,600		Stewart Enterprises, Inc.		1,473,840
	44,000		Watson Wyatt Worldwide, Inc.		2,042,040
					15,757,036
			Computers: 2.5%
	190,000	@	Brocade Communications Systems, Inc.		1,394,600
	47,000	@	Electronics for Imaging		1,056,560
	124,600	@	Mentor Graphics Corp.		1,343,188
	35,500		MTS Systems Corp.		1,514,785
					5,309,133
			Cosmetics/Personal Care: 1.2%
	20,500	@	Chattem, Inc.		1,548,570
	58,000		Inter Parfums, Inc.		1,042,260
					2,590,830
			Distribution/Wholesale: 1.0%
	47,000		Owens & Minor, Inc.		1,994,210
					1,994,210
			Diversified Financial Services: 2.1%
	13,800	@	Affiliated Managers Group, Inc.		1,620,948
	35,000	@@	Lazard Ltd.		1,423,800
	30,000		National Financial Partners Corp.		1,368,300
					4,413,048
			Electric: 1.0%
	42,000		Integrys Energy Group, Inc.		2,170,980
					2,170,980
			Electrical Components & Equipment: 0.6%
	200,000	@	C&D Technologies, Inc.		1,322,000
					1,322,000
			Electronics: 3.2%
	59,500	@	Electro Scientific Industries, Inc.		1,181,075
	44,800	@	Rofin-Sinar Technologies, Inc.		2,155,328
	39,500	@	Rogers Corp.		1,713,115
	139,000	@	X-Rite, Inc.		1,615,180
					6,664,698
			Energy-Alternate Sources: 0.6%
	17,100	@,@@	JA Solar Holdings Co., Ltd. ADR		1,193,751
					1,193,751
			Engineering & Construction: 0.5%
	17,761	@	URS Corp.		964,955
					964,955
			Entertainment: 1.9%
	36,200	@	Bally Technologies, Inc.		1,799,864
	24,157		Carmike Cinemas, Inc.		175,380
	113,346		Cinemark Holdings, Inc.		1,926,882
					3,902,126
			Food: 1.4%
	18,650	@	Great Atlantic & Pacific Tea Co.		584,305
	55,100	@	Performance Food Group Co.		1,480,537
	51,500	@	Winn-Dixie Stores, Inc.		868,805
					2,933,647

See Accompanying Notes to Financial Statements
185

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Forest Products & Paper: 1.4%
	42,400		Rock-Tenn Co.	$	1,077,384
	71,700		Schweitzer-Mauduit International, Inc.		1,857,747
					2,935,131
			Gas: 2.0%
	74,000		Atmos Energy Corp.		2,074,960
	42,000		New Jersey Resources Corp.		2,100,840
					4,175,800
			Healthcare-Products: 2.8%
	42,000		Datascope Corp.		1,528,800
	12,894	@	Haemonetics Corp.		812,580
	70,000		Invacare Corp.		1,764,000
	84,000	@	Medical Action Industries, Inc.		1,751,400
					5,856,780
			Healthcare-Services: 2.3%
	14,609	@	Centene Corp.		400,871
	85,000	@	Kindred Healthcare, Inc.		2,123,300
	49,000	@	Magellan Health Services, Inc.		2,284,870
					4,809,041
			Household Products/Wares: 1.4%
	70,000	@	Helen of Troy Ltd.		1,199,800
	52,000		Tupperware Corp.		1,717,560
					2,917,360
			Insurance: 6.0%
	33,000	@,@@	Argo Group International Holdings Ltd.		1,390,290
	76,500	@@	Aspen Insurance Holdings Ltd.		2,206,260
	85,000	@@	Assured Guaranty Ltd.		2,255,898
	44,000		Delphi Financial Group		1,552,320
	45,000		NYMAGIC, Inc.		1,040,850
	58,000	@@	Platinum Underwriters Holdings Ltd.		2,062,480
	47,000		Zenith National Insurance Corp.		2,102,310
					12,610,408
			Internet: 0.9%
	170,000	@	Ariba, Inc.		1,895,500
					1,895,500
			Investment Companies: 0.3%
	40,313		Apollo Investment Corp.		687,337
					687,337
			Iron/Steel: 1.3%
	29,000		Carpenter Technology Corp.		2,179,930
	14,066		Olympic Steel, Inc.		446,033
					2,625,963
			Leisure Time: 0.8%
	92,000		Callaway Golf Co.		1,603,560
					1,603,560
			Machinery-Diversified: 2.5%
	28,900	@	AGCO Corp.		1,964,622
	56,000	@	Gardner Denver, Inc.		1,848,000
	120,000	@	Gerber Scientific, Inc.		1,296,000
					5,108,622

Shares				Value
			Media: 0.8%
	109,600		World Wrestling Entertainment, Inc.	$	1,617,696
					1,617,696
			Miscellaneous Manufacturing: 2.2%
	68,000		Actuant Corp.		2,312,680
	65,000		Barnes Group, Inc.		2,170,350
					4,483,030
			Oil & Gas: 0.7%
	90,000	@	EXCO Resources, Inc.		1,393,200
					1,393,200
			Oil & Gas Services: 1.7%
	27,500	@	Exterran Holdings, Inc.		2,249,500
	40,000	@	Oil States International, Inc.		1,364,800
					3,614,300
			Packaging & Containers: 0.7%
	56,500	@	Crown Holdings, Inc.		1,449,225
					1,449,225
			Pharmaceuticals: 0.4%
	65,000	@	PharMerica Corp.		902,200
					902,200
			Retail: 5.0%
	35,500	@	AnnTaylor Stores Corp.		907,380
	250,000	@	Blockbuster, Inc.		975,000
	84,000		Brown Shoe Co., Inc.		1,274,280
	94,700	@	Insight Enterprises, Inc.		1,727,328
	34,746	@	Morton's Restaurant Group, Inc.		324,180
	88,900		Nu Skin Enterprises, Inc.		1,460,627
	91,000	@	Pacific Sunwear of California		1,284,010
	245,400	@	Pier 1 Imports, Inc.		1,283,442
	59,000		Sonic Automotive, Inc.		1,142,240
					10,378,487
			Savings & Loans: 0.5%
	80,000		First Niagara Financial Group, Inc.		963,200
					963,200
			Semiconductors: 2.7%
	45,700	@	Cypress Semiconductor Corp.		1,646,571
	164,600	@	IXYS Corp.		1,320,092
	180,000	@	Skyworks Solutions, Inc.		1,530,000
	95,000	@	Ultra Clean Holdings		1,159,000
					5,655,663
			Software: 0.8%
	169,300	@	Lawson Software, Inc.		1,733,632
					1,733,632
			Telecommunications: 1.1%
	300,000	@	Cincinnati Bell, Inc.		1,425,000
	220,000	@	Powerwave Technologies, Inc.		886,600
					2,311,600
			Textiles: 0.4%
	24,000		Unifirst Corp.		912,000
					912,000

See Accompanying Notes to Financial Statements
186

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Value

Transportation: 2.7%

74,500

Arlington Tankers Ltd.

1,648,685

78,300

Eagle Bulk Shipping, Inc.

2,078,865

57,200

Nordic American Tanker Shipping

1,877,304

5,604,854

Trucking & Leasing: 0.5%

29,000

GATX Corp.

1,063,720

1,063,720

Total Common Stock
(Cost $183,916,029)

183,054,034

REAL ESTATE INVESTMENT TRUSTS: 6.6%

Apartments: 0.8%

40,737

Mid-America Apartment
Communities, Inc.

1,741,507

1,741,507

Diversified: 1.1%

60,000

Digital Realty Trust, Inc.

2,302,200

2,302,200

Health Care: 1.9%

77,000

LTC Properties, Inc.

1,928,850

130,000

Omega Healthcare Investors, Inc.

2,086,500

4,015,350

Mortgage: 0.7%

117,500

Capstead Mortgage Corp.

1,549,825

1,549,825

Office Property: 1.2%

23,525

Alexandria Real Estate
Equities, Inc.

2,391,787

2,391,787

Shopping Centers: 0.9%

49,500

Tanger Factory Outlet
Centers, Inc.

1,866,645

1,866,645

Total Real Estate
Investment Trusts
(Cost $14,200,215)

13,867,314

Total Long-Term Investments
(Cost $198,116,244)

196,921,348

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 12.3%

U.S. Government
Agency Obligations: 12.3%

25,579,000

Federal Home Loan Bank,
3.050%, due 01/02/08

25,574,666

Total Short-Term Investments
(Cost $25,574,666)

25,574,666

Total Investments in
Securities
(Cost $223,690,910)*

106.7

222,496,014

Other Assets and
Liabilities - Net

(6.7

)

(13,943,843

)

Net Assets

100.0

208,552,171

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $223,902,808

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	14,220,071
Gross Unrealized Depreciation		(15,626,865	)
Net Unrealized Depreciation	$	(1,406,794	)

See Accompanying Notes to Financial Statements
187

PORTFOLIO OF INVESTMENTS
ING DAVIS NEW YORK VENTURE PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 94.1%
			Agriculture: 3.9%
	176,000		Altria Group, Inc.	$	13,302,081
					13,302,081
			Auto Manufacturers: 0.0%
	400		Paccar, Inc.		21,792
					21,792
			Banks: 7.3%
	141,500		Bank of New York Mellon Corp.		6,899,540
	67,000		Commerce Bancorp., Inc.		2,555,380
	161,186	@@	HSBC Holdings PLC		2,715,102
	14,200		State Street Corp.		1,153,040
	124,290		Wachovia Corp.		4,726,749
	226,320		Wells Fargo & Co.		6,832,601
					24,882,412
			Beverages: 2.3%
	55,000	@@	Diageo PLC ADR		4,720,650
	56,200	@@	Heineken Holding NV		3,189,553
					7,910,203
			Building Materials: 0.9%
	22,300		Martin Marietta Materials, Inc.		2,956,980
					2,956,980
			Coal: 0.8%
	875,500	@@	China Coal Energy Co.-Shares H		2,699,473
					2,699,473
			Commercial Services: 3.2%
	291,010	@@	COSCO Pacific Ltd.		766,524
	156,600		H&R Block, Inc.		2,908,062
	134,800	@	Iron Mountain, Inc.		4,990,296
	63,600		Moody's Corp.		2,270,520
					10,935,402
			Computers: 1.7%
	134,300	@	Dell, Inc.		3,291,693
	53,200		Hewlett-Packard Co.		2,685,536
					5,977,229
			Cosmetics/Personal Care: 1.7%
	37,060		Avon Products, Inc.		1,464,982
	61,500		Procter & Gamble Co.		4,515,330
					5,980,312
			Diversified Financial Services: 10.8%
	263,900		American Express Co.		13,728,076
	51,130		Ameriprise Financial, Inc.		2,817,774
	140,040		Citigroup, Inc.		4,122,778
	20,300		Discover Financial Services		306,124
	61,700	@	E*Trade Financial Corp.		219,035
	232,000		JPMorgan Chase & Co.		10,126,800
	95,500	I,X	Merrill Lynch & Co., Inc.		4,460,003
	27,400		Morgan Stanley		1,455,214
					37,235,804
			Electronics: 1.6%
	51,800	@	Agilent Technologies, Inc.		1,903,132
	92,475	@@	Tyco Electronics Ltd.		3,433,597
					5,336,729

Shares				Value
			Food: 0.2%
	16,300		Hershey Co.	$	642,220
					642,220
			Food Service: 0.0%
	5,486	X	FHC Delaware, Inc.		55
					55
			Forest Products & Paper: 0.4%
	56,800	@,@@	Sino-Forest Corp.		1,233,894
					1,233,894
			Healthcare-Products: 1.2%
	92,475	@@	Covidien Ltd.		4,095,718
					4,095,718
			Healthcare-Services: 1.3%
	78,000		UnitedHealth Group, Inc.		4,539,600
					4,539,600
			Holding Companies-Diversified: 0.8%
	440,604	@@	China Merchants Holdings International Co., Ltd.		2,697,707
					2,697,707
			Housewares: 0.2%
	8,200	@@	Hunter Douglas NV		605,863
					605,863
			Insurance: 14.8%
	47,100		AMBAC Financial Group, Inc.		1,213,767
	208,100		American International Group, Inc.		12,132,230
	59,500		AON Corp.		2,837,555
	79	@	Berkshire Hathaway, Inc.-Class A		11,186,400
	92	@	Berkshire Hathaway, Inc.-Class B		435,712
	4,300	@@	Everest Re Group Ltd.		431,720
	156,300		Loews Corp.		7,868,142
	600	@	Markel Corp.		294,660
	23,700		MBIA, Inc.		441,531
	63,400	@@	Millea Holdings, Inc.		2,128,494
	156,100	@@	Nipponkoa Insurance Co., Ltd.		1,417,212
	18,400		Principal Financial Group, Inc.		1,266,656
	281,900		Progressive Corp.		5,401,204
	10,300	@@	Sun Life Financial, Inc.		576,182
	44,870		Transatlantic Holdings, Inc.		3,260,703
					50,892,168
			Internet: 1.5%
	12,000	@	Amazon.com, Inc.		1,111,680
	4,720	@	Google, Inc.-Class A		3,263,786
	43,000	@	Liberty Media Corp.-Interactive-Class A		820,440
					5,195,906
			Leisure Time: 0.7%
	53,600		Harley-Davidson, Inc.		2,503,656
					2,503,656
			Media: 5.0%
	322,050	@	Comcast Corp.-Special Class A		5,835,546
	49,400	@@	Grupo Televisa SA ADR		1,174,238
	21,900	@@	Lagardere SCA		1,640,099

See Accompanying Notes to Financial Statements
188

PORTFOLIO OF INVESTMENTS
ING DAVIS NEW YORK VENTURE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Media (continued)
	9,640	@	Liberty Media Corp.-Capital Shares A	$	1,122,964
	242,400		News Corp.-Class A		4,966,776
	38,400	@@	WPP Group PLC ADR		2,468,736
					17,208,359
			Mining: 1.4%
	32,100	@@	BHP Billiton PLC		978,837
	13,600	@@	Rio Tinto PLC		1,431,297
	31,400		Vulcan Materials Co.		2,483,426
					4,893,560
			Miscellaneous Manufacturing: 1.3%
	5,300	@@	Siemens AG		839,307
	93,675	@@	Tyco International Ltd.		3,714,214
					4,553,521
			Oil & Gas: 13.9%
	80,710	@@	Canadian Natural Resources Ltd.		5,903,129
	175,500		ConocoPhillips		15,496,650
	100,000		Devon Energy Corp.		8,891,000
	80,500		EOG Resources, Inc.		7,184,625
	94,650		Occidental Petroleum Corp.		7,287,104
	21,367	@	Transocean, Inc.		3,058,686
					47,821,194
			Packaging & Containers: 1.3%
	193,500		Sealed Air Corp.		4,477,590
					4,477,590
			Pharmaceuticals: 1.5%
	35,500		Cardinal Health, Inc.		2,050,125
	42,900	@	Express Scripts, Inc.		3,131,700
					5,181,825
			Real Estate: 0.3%
	199,000	@@	Hang Lung Group Ltd.		1,075,292
					1,075,292
			Retail: 8.3%
	70,600	@	Bed Bath & Beyond, Inc.		2,074,934
	121,700	@	Carmax, Inc.		2,403,575
	186,500		Costco Wholesale Corp.		13,010,240
	117,027		CVS Caremark Corp.		4,651,823
	46,100		Lowe's Cos., Inc.		1,042,782
	10,600	@	Sears Holding Corp.		1,081,730
	91,930		Wal-Mart Stores, Inc.		4,369,433
					28,634,517
			Semiconductors: 0.9%
	89,700		Texas Instruments, Inc.		2,995,980
					2,995,980
			Software: 2.3%
	223,610		Microsoft Corp.		7,960,516
					7,960,516
			Telecommunications: 1.4%
	56,300	@@	SK Telecom Co., Ltd. ADR		1,679,992
	161,600		Sprint Nextel Corp.		2,121,808
	53,356		Virgin Media, Inc.		914,522
					4,716,322

Value

Transportation: 1.2%

30,700

Asciano Group

187,125

382,000

China Shipping Development
Co., Ltd.

991,936

12,900

Kuehne & Nagel
International AG

1,238,671

42,567

Toll Holdings Ltd.

424,994

19,940

United Parcel Service, Inc.-Class B

1,410,157

4,252,883

Total Common Stock
(Cost $302,663,362)

323,416,763

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 5.5%

Commercial Paper: 5.5%

8,000,000

Sanpaolo IMI U.S. Financial Co.,
4.530%, due 01/02/08

7,997,987

10,813,000

UBS Americas, Inc.,
4.000%, due 01/02/08

10,810,597

18,808,584

Total Short-Term Investments
(Cost $18,808,584)

18,808,584

Total Investments in
Securities
(Cost $321,471,946)*

99.6

342,225,347

Other Assets and
Liabilities - Net

0.4

1,262,880

Net Assets

100.0

343,488,227

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

I Illiquid Security

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

* Cost for federal income tax purposes is $321,669,795

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	42,313,065
Gross Unrealized Depreciation		(21,757,513	)
Net Unrealized Appreciation	$	20,555,552

See Accompanying Notes to Financial Statements
189

PORTFOLIO OF INVESTMENTS
ING JPMORGAN INTERNATIONAL PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 98.4%
			Australia: 2.1%
	327,779		BHP Billiton Ltd.	$	11,458,509
	20,632	L	Rio Tinto Ltd.		2,400,187
					13,858,696
			Belgium: 1.6%
	209,700		Dexia		5,264,975
	191,925		Fortis		5,038,925
					10,303,900
			Brazil: 2.9%
	275,444	L	Cia Vale do Rio Doce ADR		8,998,755
	85,512	L	Petroleo Brasileiro SA ADR		9,854,403
					18,853,158
			Egypt: 0.3%
	9,771	L	Orascom Construction Industries GDR		2,027,090
					2,027,090
			Finland: 2.0%
	334,768		Nokia OYJ		12,860,902
					12,860,902
			France: 13.8%
	76,550	L	Accor SA		6,119,467
	300,378		AXA SA		11,975,763
	98,376		BNP Paribas		10,673,806
	65,029		Cie de Saint-Gobain		6,128,224
	63,898		Imerys SA		5,261,012
	54,443		Lafarge SA		9,886,180
	37,700		Pernod-Ricard SA		8,700,482
	68,198		Sanofi-Aventis		6,242,873
	300,916	L	Total SA		24,915,982
					89,903,789
			Germany: 7.7%
	141,840		Deutsche Post AG		4,828,892
	66,244		E.ON AG		14,084,956
	44,471		Linde AG		5,895,120
	150,916		SAP AG		7,787,834
	87,393	L	Siemens AG		13,839,542
	118,937	@	Symrise		3,305,498
					49,741,842
			Greece: 0.6%
	102,393		Piraeus Bank SA		3,982,749
					3,982,749
			Hong Kong: 1.0%
	461,700		Esprit Holdings Ltd.		6,798,655
					6,798,655
			Italy: 5.3%
	485,241		ENI S.p.A.		17,709,546
	1,078,600		Intesa Sanpaolo S.p.A.		8,488,123
	966,750		UniCredito Italiano S.p.A.		7,951,916
					34,149,585
			Japan: 18.4%
	154,900		Astellas Pharma, Inc.		6,718,108
	146,200		Canon, Inc.		6,691,075
	113,300		Daikin Industries Ltd.		6,319,430
	588		East Japan Railway Co.		4,836,614
	17,800		Hirose Electric Co., Ltd.		2,042,730

Shares				Value
	199,800		Honda Motor Co., Ltd.	$	6,600,362
	627		Japan Tobacco, Inc.		3,707,292
	106,800		Komatsu Ltd.		2,864,287
	400,600		Mitsubishi Corp.		10,842,114
	740,000		Mitsubishi UFJ Financial Group, Inc.		6,978,145
	224,000		Mitsui Fudosan Co., Ltd.		4,830,885
	654		Mizuho Financial Group, Inc.		3,115,294
	96,100		Nidec Corp.		6,943,436
	503,000		Nissan Motor Co., Ltd.		5,489,991
	75,300		Nitto Denko Corp.		3,957,533
	183,700		Nomura Holdings, Inc.		3,077,867
	106,800		Seven & I Holdings Co., Ltd.		3,102,800
	91,000		Shin-Etsu Chemical Co., Ltd.		5,659,400
	38,400		SMC Corp.		4,568,203
	149,100		Sony Corp.		8,123,397
	499,400		Sumitomo Corp.		6,987,294
	807		Sumitomo Mitsui Financial Group, Inc.		5,972,024
					119,428,281
			Mexico: 0.6%
	93,030		Fomento Economico Mexicano SA de CV ADR		3,550,955
					3,550,955
			Netherlands: 2.8%
	140,495		Koninklijke Philips Electronics NV		6,020,249
	305,595	L	Reed Elsevier NV		6,064,647
	194,089		Wolters Kluwer NV		6,384,651
					18,469,547
			South Korea: 0.5%
	11,313	#,L	Samsung Electronics GDR		3,359,878
					3,359,878
			Spain: 1.7%
	336,130		Banco Bilbao Vizcaya Argentaria SA		8,182,809
	50,000	L	Inditex SA		3,025,501
					11,208,310
			Switzerland: 12.4%
	300,800		ABB Ltd.		8,672,604
	101,519		Adecco SA		5,457,150
	73,019		Holcim Ltd.		7,783,868
	30,269		Nestle SA		13,899,231
	193,026		Novartis AG		10,556,077
	63,220		Roche Holding AG		10,928,574
	244,832		UBS AG-Reg		11,288,641
	39,711		Zurich Financial Services AG		11,654,644
					80,240,789
			Taiwan: 0.7%
	484,434		Taiwan Semiconductor Manufacturing Co., Ltd. ADR		4,824,963
					4,824,963
			United Kingdom: 24.0%
	960,884		Barclays PLC		9,704,274
	480,429		BG Group PLC		11,022,752
	425,387		Burberry Group PLC		4,807,913
	366,505		Centrica PLC		2,610,659
	478,357		GlaxoSmithKline PLC		12,148,631

See Accompanying Notes to Financial Statements
190

PORTFOLIO OF INVESTMENTS
ING JPMORGAN INTERNATIONAL PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			United Kingdom (continued)
	1,153,200		HSBC Holdings PLC	$	19,390,097
	647,791		ICAP PLC		9,335,076
	1,140,545		Kingfisher PLC		3,270,582
	483,437		Man Group PLC		5,487,860
	23,800		Rio Tinto PLC		2,504,770
	144,652		Schroders PLC - Non Voting		3,319,771
	510,572		Smith & Nephew PLC		5,857,794
	379,800		Standard Chartered PLC		13,861,443
	1,619,480		Tesco PLC		15,405,373
	4,711,840		Vodafone Group PLC		17,687,879
	874,650		WM Morrison Supermarkets PLC		5,588,289
	387,697		Wolseley PLC		5,699,960
	634,377		WPP Group PLC		8,127,077
					155,830,200
Total Common Stock (Cost $483,380,423)					639,393,289
REAL ESTATE INVESTMENT TRUSTS: 0.4%
			United Kingdom: 0.4%
	151,451		British Land Co. PLC		2,840,101
Total Real Estate Investment Trusts (Cost $2,387,242)					2,840,101
Total Long-Term Investments (Cost $485,767,665)					642,233,390
Principal Amount				Value
SHORT-TERM INVESTMENTS: 9.9%
			U.S. Government Agency Obligations: 0.9%
$	6,073,000	Z	Federal Home Loan Bank, 3.050%, due 01/02/08		6,071,971
Total U.S. Government Agency Obligations (Cost $6,071,971)					6,071,971
			Securities Lending Collateral^cc: 9.0%
	58,172,040		Bank of New York Mellon Corp. Institutional Cash Reserves		58,172,040
Total Securities Lending Collateral (Cost $58,172,040)					58,172,040
Total Short-Term Investments (Cost $64,244,011)					64,244,011

Total Investments in Securities (Cost $550,011,676)*	108.7	%	$	706,477,401
Other Assets and Liabilities - Net	(8.7	)		(56,718,684	)
Net Assets	100.0	%	$	649,758,717

@ Non-income producing security

ADR American Depositary Receipt

GDR Global Depositary Receipt

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

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, 2007.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $551,157,985

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	171,321,581
Gross Unrealized Depreciation		(16,002,165	)
Net Unrealized Appreciation	$	155,319,416

Industry	Percentage of Net Assets
Agriculture		0.6	%
Apparel		1.8
Auto Manufacturers		1.9
Banks		16.7
Beverages		1.9
Building Materials		5.4
Chemicals		2.9
Commercial Services		0.8
Distribution/Wholesale		3.6
Diversified		0.4
Diversified Financial Services		5.0
Electric		2.2
Electronics		2.3
Engineering & Construction		1.7
Food		5.4
Gas		0.4
Hand/Machine Tools		0.7
Healthcare - Products		0.9
Home Furnishings		1.3
Insurance		3.6
Lodging		0.9
Machinery - Construction & Mining		0.4
Media		3.2
Mining		3.9
Miscellaneous Manufacturing		2.1
Office/Business Equip		1.0
Oil & Gas		9.8
Pharmaceuticals		7.2
Real Estate		0.7
Retail		1.4
Semiconductors		1.3
Software		1.2
Telecommunications		4.7
Transportation		1.5
Short-Term Investments		9.9
Other Assets and Liabilities - Net		(8.7	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
191

PORTFOLIO OF INVESTMENTS
ING JPMORGAN MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 94.2%
			Advertising: 1.7%
	60,101	@,L	Clear Channel Outdoor Holdings, Inc.	$	1,662,394
	26,600	@,L	Lamar Advertising Co.		1,278,662
	33,500		Omnicom Group		1,592,255
					4,533,311
			Aerospace/Defense: 1.2%
	26,700	@,L	Alliant Techsystems, Inc.		3,037,392
					3,037,392
			Apparel: 1.6%
	59,800		VF Corp.		4,105,868
					4,105,868
			Auto Manufacturers: 1.1%
	58,200		Oshkosh Truck Corp.		2,750,532
					2,750,532
			Auto Parts & Equipment: 0.8%
	41,600		WABCO Holdings, Inc.		2,083,744
					2,083,744
			Banks: 6.8%
	41,300	L	Cullen/Frost Bankers, Inc.		2,092,258
	56,340	L	M&T Bank Corp.		4,595,654
	23,300		Northern Trust Corp.		1,784,314
	274,600		Synovus Financial Corp.		6,612,366
	51,800		Wilmington Trust Corp.		1,823,360
	15,360	L	Zions Bancorp.		717,158
					17,625,110
			Beverages: 2.4%
	61,800	L	Brown-Forman Corp.		4,579,998
	72,450	@,L	Constellation Brands, Inc.		1,712,718
					6,292,716
			Building Materials: 0.4%
	57,200	@,L	Owens Corning, Inc.		1,156,584
					1,156,584
			Chemicals: 3.6%
	80,308		Albemarle Corp.		3,312,705
	49,000	L	PPG Industries, Inc.		3,441,270
	46,700		Sigma-Aldrich Corp.		2,549,820
					9,303,795
			Commercial Services: 0.7%
	73,400		Western Union Co.		1,782,152
					1,782,152
			Computers: 1.3%
	55,300		Jack Henry & Associates, Inc.		1,346,002
	81,100	@	NCR Corp.		2,035,610
					3,381,612
			Distribution/Wholesale: 1.7%
	96,700		Genuine Parts Co.		4,477,210
					4,477,210
			Diversified Financial Services: 1.6%
	13,800	@,L	Affiliated Managers Group, Inc.		1,620,948
	5,100		Legg Mason, Inc.		373,065
	33,500		T. Rowe Price Group, Inc.		2,039,480
					4,033,493

Shares				Value
			Electric: 8.9%
	101,000		American Electric Power Co., Inc.	$	4,702,560
	196,100		CMS Energy Corp.		3,408,218
	57,200		FirstEnergy Corp.		4,137,848
	106,900		PG&E Corp.		4,606,321
	134,100	L	Westar Energy, Inc.		3,478,554
	129,200		Xcel Energy, Inc.		2,916,044
					23,249,545
			Electrical Components & Equipment: 1.1%
	58,800	W	Ametek, Inc.		2,754,192
					2,754,192
			Electronics: 2.3%
	43,800		Amphenol Corp.		2,031,006
	99,800	@	Arrow Electronics, Inc.		3,920,144
					5,951,150
			Environmental Control: 1.1%
	93,850		Republic Services, Inc.		2,942,198
					2,942,198
			Food: 3.0%
	35,550	@	Dean Foods Co.		919,323
	62,300		Safeway, Inc.		2,131,283
	104,500		Supervalu, Inc.		3,920,840
	12,300		WM Wrigley Jr. Co.		720,165
					7,691,611
			Gas: 2.3%
	59,300		Energen Corp.		3,808,839
	79,100		UGI Corp.		2,155,475
					5,964,314
			Healthcare-Products: 0.1%
	4,678	@	Henry Schein, Inc.		287,229
					287,229
			Healthcare-Services: 4.1%
	69,100	@,L	Community Health Systems, Inc.		2,547,026
	98,400	@	Coventry Health Care, Inc.		5,830,200
	63,800	@,L	Lincare Holdings, Inc.		2,243,208
					10,620,434
			Household Products/Wares: 3.2%
	46,200	L	Clorox Co.		3,010,854
	56,600		Fortune Brands, Inc.		4,095,576
	55,800	@,L	Jarden Corp.		1,317,438
					8,423,868
			Insurance: 10.5%
	10,700	L	AMBAC Financial Group, Inc.		275,739
	80,750	L	Assurant, Inc.		5,402,175
	129,861		Cincinnati Financial Corp.		5,134,704
	30,200	@@	Everest Re Group Ltd.		3,032,080
	286,050		Old Republic International Corp.		4,408,031
	118,400		OneBeacon Insurance Group Ltd.		2,545,600
	51,900	L	Principal Financial Group, Inc.		3,572,796
	94,800		WR Berkley Corp.		2,825,988
					27,197,113
			Iron/Steel: 0.3%
	11,438		Carpenter Technology Corp.		859,794
					859,794

See Accompanying Notes to Financial Statements
192

PORTFOLIO OF INVESTMENTS
ING JPMORGAN MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Lodging: 0.7%
	53,800	L	Marriott International, Inc.	$	1,838,884
					1,838,884
			Media: 2.9%
	112,100	@	Cablevision Systems Corp.		2,746,450
	59,000		Clear Channel Communications, Inc.		2,036,680
	3,490		Washington Post		2,762,091
					7,545,221
			Mining: 0.6%
	18,100	L	Vulcan Materials Co.		1,431,529
					1,431,529
			Miscellaneous Manufacturing: 2.8%
	72,300		Carlisle Cos., Inc.		2,677,269
	98,200		Dover Corp.		4,526,038
					7,203,307
			Oil & Gas: 2.3%
	29,800	@,L	CVR Energy, Inc.		743,212
	60,200		Devon Energy Corp.		5,352,382
					6,095,594
			Oil & Gas Services: 1.1%
	72,000	@,L	Helix Energy Solutions Group, Inc.		2,988,000
					2,988,000
			Packaging & Containers: 1.2%
	70,200		Ball Corp.		3,159,000
					3,159,000
			Pharmaceuticals: 1.1%
	158,500	@,L	Warner Chilcott Ltd.		2,810,205
					2,810,205
			Pipelines: 4.8%
	31,106	@,L	Kinder Morgan Management, LLC		1,646,752
	46,200		Oneok, Inc.		2,068,374
	49,800	L	Questar Corp.		2,694,180
	167,100		Williams Cos., Inc.		5,978,838
					12,388,144
			Real Estate: 1.2%
	139,950	@@	Brookfield Properties Co. (U.S. Denominated Security)		2,694,038
	10,350	L	Forest City Enterprises, Inc.		459,954
					3,153,992
			Retail: 7.4%
	71,323	@,L	Autonation, Inc.		1,116,918
	29,450	@,L	Autozone, Inc.		3,531,350
	71,600		Burger King Holdings, Inc.		2,041,316
	47,000	L	Columbia Sportswear Co.		2,072,230
	100,100	L	Limited Brands, Inc.		1,894,893
	128,000		Staples, Inc.		2,952,960
	45,400	L	Tiffany & Co.		2,089,762
	127,600	L	TJX Cos., Inc.		3,665,948
					19,365,377
			Savings & Loans: 1.1%
	162,800	L	People's United Financial, Inc.		2,897,840
					2,897,840

Value

Telecommunications: 3.4%

49,300

CenturyTel, Inc.

2,043,978

63,700

Telephone & Data Systems, Inc.

3,669,120

246,521

Windstream Corp.

3,209,703

8,922,801

Transportation: 1.8%

39,800

Norfolk Southern Corp.

2,007,512

52,600

@@,L

Teekay Shipping Corp.

2,798,846

4,806,358

Total Common Stock
(Cost $233,632,409)

245,111,219

REAL ESTATE INVESTMENT TRUSTS: 3.6%

Diversified: 0.7%

22,700

Vornado Realty Trust

1,996,465

1,996,465

Forest Products & Paper: 1.9%

28,600

Plum Creek Timber Co., Inc.

1,316,744

76,966

Rayonier, Inc.

3,635,874

4,952,618

Storage: 1.0%

34,800

Public Storage, Inc.

2,554,668

2,554,668

Total Real Estate
Investment Trusts
(Cost $9,419,813)

9,503,751

Total Long-Term Investments
(Cost $243,052,222)

254,614,970

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 23.0%

U.S. Government
Agency Obligations: 1.9%

5,066,000

Federal Home Loan Bank,
3.050%, due 01/02/08

5,065,142

Total U.S. Government Agency
Obligations (Cost $5,065,142)

5,065,142

Securities Lending Collateral^cc: 21.1%

54,865,855

Bank of New York Mellon Corp.
Institutional Cash Reserves

54,865,855

Total Securities Lending
Collateral
(Cost $54,865,855)

54,865,855

Total Short-Term Investments
(Cost $59,930,997)

59,930,997

Total Investments in Securities (Cost $302,983,219)*	120.8	%	$	314,545,967
Other Assets and Liabilities - Net	(20.8	)		(54,233,786	)
Net Assets	100.0	%	$	260,312,181

See Accompanying Notes to Financial Statements
193

PORTFOLIO OF INVESTMENTS
ING JPMORGAN MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

@ Non-income producing security

@@ Foreign Issuer

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

L Loaned security, a portion or all of the security is on loan at December 31, 2007.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $303,304,156

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	23,972,654
Gross Unrealized Depreciation		(12,730,843	)
Net Unrealized Appreciation	$	11,241,811

See Accompanying Notes to Financial Statements
194

ING LEGG MASON PARTNERS PORTFOLIO OF INVESTMENTS
AGGRESSIVE GROWTH PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 97.3%
			Aerospace/Defense: 4.2%
	505,500		L-3 Communications Holdings, Inc.	$	53,552,670
					53,552,670
			Biotechnology: 17.6%
	999,190	@	Amgen, Inc.		46,402,384
	1,386,200	@	Biogen Idec, Inc.		78,902,504
	216,900	@,L	BioMimetic Therapeutics, Inc.		3,767,553
	31,700	@	Genentech, Inc.		2,126,119
	1,066,070	@	Genzyme Corp.		79,358,251
	34,300	@,L	Micromet, Inc.		70,658
	694,700	@,L	Millennium Pharmaceuticals, Inc.		10,406,606
	192,300	@,L	Vertex Pharmaceuticals, Inc.		4,467,129
					225,501,204
			Computers: 2.6%
	31,500	@,L	LaserCard Corp.		333,900
	519,600	@,L	Quantum Corp.		1,397,724
	578,800	@,L	Sandisk Corp.		19,198,796
	473,766	L	Seagate Technology, Inc.		12,081,033
	83,100	X	Seagate Technology, Inc.-Escrow		1
					33,011,454
			Diversified Financial Services: 8.4%
	74,800		CIT Group, Inc.		1,797,444
	121,200	L	Cohen & Steers, Inc.		3,632,364
	2,696		Goldman Sachs Group, Inc.		579,775
	927,208	L	Lehman Brothers Holdings, Inc.		60,676,492
	771,160	L	Merrill Lynch & Co., Inc.		41,395,869
					108,081,944
			Electronics: 1.5%
	525,848	@@,L	Tyco Electronics Ltd.		19,524,736
					19,524,736
			Healthcare-Products: 3.0%
	525,848	@@	Covidien Ltd.		23,289,808
	224,100		Johnson & Johnson		14,947,470
					38,237,278
			Healthcare-Services: 5.9%
	1,298,500		UnitedHealth Group, Inc.		75,572,699
					75,572,699
			Internet: 1.1%
	748,275	@,L	Liberty Media Corp.-Interactive-Class A		14,277,087
					14,277,087
			Media: 15.6%
	1,173,700	@,L	Cablevision Systems Corp.		28,755,650
	176,805		CBS Corp.-Class B		4,817,936
	166,450	@,L	Comcast Corp.-Class A		3,039,377
	2,576,285	@,L	Comcast Corp.-Special Class A		46,682,284
	188,210	@	Discovery Holding Co.		4,731,599

Shares				Value
	59,346	@,L	Liberty Global, Inc.	$	2,325,770
	60,213	@,L	Liberty Global, Inc.-Series C		2,203,194
	154,855	@	Liberty Media Corp.-Capital Shares A		18,039,059
	2,466,720	@,L	Sirius Satellite Radio, Inc.		7,474,162
	2,716,530	L	Time Warner, Inc.		44,849,910
	176,805	@,L	Viacom-Class B		7,765,276
	860,500	L	Walt Disney Co.		27,776,940
	91,300		World Wrestling Entertainment, Inc.		1,347,588
					199,808,745
			Miscellaneous Manufacturing: 2.9%
	397,300		Pall Corp.		16,019,136
	525,848	@@,L	Tyco International Ltd.		20,849,873
					36,869,009
			Oil & Gas: 8.0%
	1,556,000	L	Anadarko Petroleum Corp.		102,213,640
					102,213,640
			Oil & Gas Services: 8.9%
	525,700	@,L	Grant Prideco, Inc.		29,181,607
	1,243,800	@,L	Weatherford International Ltd.		85,324,680
					114,506,287
			Pharmaceuticals: 7.2%
	132,500	@,L	Alkermes, Inc.		2,065,675
	1,542,044	@	Forest Laboratories, Inc.		56,207,504
	535,000	@,L	ImClone Systems, Inc.		23,005,000
	92,400	@,L	Isis Pharmaceuticals, Inc.		1,455,300
	117,700	@,L	King Pharmaceuticals, Inc.		1,205,248
	72,600	@,L	Nabi Biopharmaceuticals		262,086
	65,832	@@	Teva Pharmaceutical Industries Ltd. ADR		3,059,871
	410,600	@,L	Valeant Pharmaceuticals International		4,914,882
					92,175,566
			Retail: 0.1%
	188,300	@,L	Charming Shoppes, Inc.		1,018,703
					1,018,703
			Semiconductors: 5.0%
	624,800	@	Broadcom Corp.		16,332,272
	88,400	@,L	Cabot Microelectronics Corp.		3,174,444
	319,000	@,L	Cirrus Logic, Inc.		1,684,320
	114,000	@,L	Cree, Inc.		3,131,580
	84,600	@,L	DSP Group, Inc.		1,032,120
	664,100		Intel Corp.		17,704,906
	2,436,000	@,L	Micron Technology, Inc.		17,661,000
	288,100	@	Teradyne, Inc.		2,978,954
					63,699,596
			Software: 2.1%
	95,800	@,L	Advent Software, Inc.		5,182,780
	320,400	@	Autodesk, Inc.		15,943,104
	171,900		Microsoft Corp.		6,119,640
					27,245,524

See Accompanying Notes to Financial Statements
195

ING LEGG MASON PARTNERS PORTFOLIO OF INVESTMENTS
AGGRESSIVE GROWTH PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Value

Telecommunications: 3.2%

114,527

Arris Group, Inc.

1,142,979

1,596,200

Motorola, Inc.

25,603,048

294,900

Nokia OYJ ADR

11,321,211

462,100

@,L

RF Micro Devices, Inc.

2,638,591

40,705,829

Total Common Stock
(Cost $926,329,536)

1,246,001,971

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 19.5%

U.S. Government
Agency Obligations: 2.4%

31,128,000

Federal Home Loan Bank,
3.050%, due 01/02/08

31,122,726

Total U.S. Government
Agency Obligations
(Cost $31,122,726)

31,122,726

Securities Lending
Collateral^cc: 17.1%

218,788,769

Bank of New York
Mellon Corp. Institutional
Cash Reserves

218,788,769

Total Securities Lending
Collateral
(Cost $218,788,769)

218,788,769

Total Short-Term Investments
(Cost $249,911,495)

249,911,495

Total Investments in Securities (Cost $1,176,241,031)*	116.8	%	$	1,495,913,466
Other Assets and Liabilities - Net	(16.8	)		(215,070,735	)
Net Assets	100.0	%	$	1,280,842,731

@ 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, 2007.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

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

* Cost for federal income tax purposes is $1,177,398,906

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	375,099,903
Gross Unrealized Depreciation		(56,585,343	)
Net Unrealized Appreciation	$	318,514,560

See Accompanying Notes to Financial Statements
196

ING LEGG MASON PARTNERS PORTFOLIO OF INVESTMENTS
LARGE CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 98.1%
			Beverages: 5.0%
	15,937		Coca-Cola Co.	$	978,054
	11,505		PepsiCo, Inc.		873,230
					1,851,284
			Biotechnology: 12.4%
	29,739	@	Amgen, Inc.		1,381,079
	17,451	@	Biogen Idec, Inc.		993,311
	26,997	@	Genentech, Inc.		1,810,689
	17,708	@	Vertex Pharmaceuticals, Inc.		411,357
					4,596,436
			Cosmetics/Personal Care: 3.0%
	15,229		Procter & Gamble Co.		1,118,113
					1,118,113
			Diversified Financial Services: 9.9%
	11,235		Lehman Brothers Holdings, Inc.		735,218
	16,726		Merrill Lynch & Co., Inc.		897,852
	12,304		Morgan Stanley		653,465
	27,442	@	Nasdaq Stock Market, Inc.		1,358,105
					3,644,640
			Food: 3.0%
	19,033		WM Wrigley Jr. Co.		1,114,382
					1,114,382
			Healthcare-Products: 4.4%
	12,832		Johnson & Johnson		855,894
	15,047		Medtronic, Inc.		756,413
					1,612,307
			Home Furnishings: 1.0%
	5,094		Harman International Industries, Inc.		375,479
					375,479
			Insurance: 8.1%
	15,229		American International Group, Inc.		887,851
	15	@	Berkshire Hathaway, Inc.-Class A		2,124,000
					3,011,851
			Internet: 21.3%
	35,406	@	Akamai Technologies, Inc.		1,225,048
	36,847	@	Amazon.com, Inc.		3,413,506
	35,406	@	eBay, Inc.		1,175,125
	30,093	@	IAC/InterActiveCorp.		810,104
	53,114	@	Yahoo!, Inc.		1,235,432
					7,859,215
			Media: 4.2%
	48,682		Time Warner, Inc.		803,740
	23,010		Walt Disney Co.		742,763
					1,546,503
			Retail: 1.6%
	22,130		Home Depot, Inc.		596,182
					596,182
			Semiconductors: 7.5%
	46,911		Intel Corp.		1,250,647
	45,140		Texas Instruments, Inc.		1,507,674
					2,758,321

Value

Software: 9.3%

23,546

Electronic Arts, Inc.

1,375,322

29,213

Microsoft Corp.

1,039,983

49,572

Red Hat, Inc.

1,033,080

3,448,385

Telecommunications: 7.4%

35,406

Cisco Systems, Inc.

958,440

57,536

Motorola, Inc.

922,877

22,130

Qualcomm, Inc.

870,816

2,752,133

Total Common Stock
(Cost $30,834,359)

36,285,231

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 1.2%

U.S. Government Agency
Obligations: 1.2%

444,000

Federal Home Loan Bank,
3.050%, due 01/02/08

443,925

Total Short-Term Investments
(Cost $443,925)

443,925

Total Investments in Securities (Cost $31,278,284)*	99.3	%	$	36,729,156
Other Assets and Liabilities - Net	0.7			270,527
Net Assets	100.0	%	$	36,999,683

@ Non-income producing security

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $31,818,150

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	6,638,983
Gross Unrealized Depreciation		(1,727,977	)
Net Unrealized Appreciation	$	4,911,006

See Accompanying Notes to Financial Statements
197

ING LORD ABBETT PORTFOLIO OF INVESTMENTS
U.S. GOVERNMENT SECURITIES PORTFOLIO AS OF DECEMBER 31, 2007

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 85.5%
			Federal Home Loan Bank: 7.7%
$	2,750,000		5.125%, due 08/14/13	$	2,902,251
	560,000		5.500%, due 08/13/14		604,426
					3,506,677
			Federal Home Loan Mortgage Corporation: 26.8%
	282,617		4.198%, due 01/01/34		285,842
	245,008		4.687%, due 03/01/35		243,579
	213,759		5.000%, due 01/01/19		214,319
	1,446,397	S	5.000%, due 04/01/20		1,448,043
	132,145		5.000%, due 05/01/20		132,295
	1,098,378		5.000%, due 10/01/20		1,099,628
	575,408		5.000%, due 12/01/20		576,063
	931,190		5.000%, due 04/01/21		932,344
	565,587		5.000%, due 11/01/21		566,288
	119,453		5.500%, due 01/01/21		120,947
	707,539		5.500%, due 03/01/21		716,311
	1,974,813		5.500%, due 01/01/22		1,999,297
	1,358,189		5.500%, due 08/01/22		1,374,749
	443,592		5.500%, due 06/01/35		442,917
	686,853		5.500%, due 05/01/37		685,543
	577,320		5.500%, due 11/01/37		576,218
	231,498		5.685%, due 11/01/35		233,491
	305,738		6.142%, due 06/01/36		309,375
	12,708	C	6.500%, due 06/15/08		12,684
	185,681		7.000%, due 04/01/32		194,578
					12,164,511
			Federal National Mortgage Corporation: 41.4%
	187,512		3.494%, due 08/01/33		188,642
	860,000		4.625%, due 10/15/13		886,393
	305,000		4.856%, due 08/01/35		304,437
	361,082		4.993%, due 04/01/35		362,394
	545,205		5.252%, due 10/01/35		563,337
	416,796		5.389%, due 04/01/36		430,483
	472,150		5.475%, due 04/01/36		477,724
	425,541		5.487%, due 11/01/36		431,400
	296,304		5.500%, due 04/01/33		296,878
	205,476		5.500%, due 03/01/35		205,520
	43,342		5.500%, due 05/01/35		43,323
	10,361,650	S	5.500%, due 02/01/36		10,352,076
	253,800		5.500%, due 06/01/36		253,565
	496,705		5.500%, due 11/01/36		496,479
	152,828		5.500%, due 01/01/37		152,686
	905,146		5.500%, due 05/01/37		904,267
	286,692		5.500%, due 07/01/37		286,414
	340,118		5.500%, due 09/01/37		339,788
	370,559		5.505%, due 04/01/36		375,211
	249,195		5.512%, due 04/01/36		252,283
	179,804	^	5.706%, due 02/01/37		182,650
	313,754		5.744%, due 10/01/36		319,316
	185,439		5.936%, due 05/01/36		189,233
	480,706		5.961%, due 12/01/36		491,239
					18,785,738
			Government National Mortgage Association: 9.6%
	4,320,000		5.500%, due 07/15/36		4,352,637
					4,352,637
Total U.S. Government Agency Obligations (Cost $37,963,346)					38,809,563

Principal Amount				Value
U.S. TREASURY OBLIGATIONS: 12.2%
			U.S. Treasury Bonds: 10.3%
$	600,000	S	4.000%, due 02/15/14	$	613,172
	1,595,000		4.250%, due 11/15/17		1,623,287
	1,930,000		4.500%, due 02/15/36		1,940,405
	470,000		4.750%, due 02/15/37		492,032
					4,668,896
			U.S. Treasury STRIP: 0.9%
	1,430,000	^^	4.459%, due 02/15/36		410,226
					410,226
			Treasury Inflation Indexed Protected Securities: 1.0%
	481,457		1.625%, due 01/15/15		483,526
					483,526
Total U.S. Treasury Obligations (Cost $5,389,759)					5,562,648

Total Investments in Securities (Cost $43,353,105)*	97.7	%	$	44,372,211
Other Assets and Liabilities - Net	2.3			1,035,107
Net Assets	100.0	%	$	45,407,318

STRIP Separate Trading of Registered Interest and Principal of Securities

C Bond may be called prior to maturity date.

S All or a portion of this security is segregated for certain derivatives, when-issued or delayed delivery securities and forward currency exchange contracts.

^ Interest Only (IO) Security

^^ Principal Only (PO) Security

* Cost for federal income tax purposes is $43,379,179

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	1,015,078
Gross Unrealized Depreciation		(22,046	)
Net Unrealized Appreciation	$	993,032

See Accompanying Notes to Financial Statements
198

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN PARTNERS PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 98.9%
			Aerospace/Defense: 1.8%
	73,400		L-3 Communications Holdings, Inc.	$	7,775,996
					7,775,996
			Beverages: 1.7%
	314,842	@	Constellation Brands, Inc.		7,442,865
					7,442,865
			Coal: 0.6%
	44,700		Peabody Energy Corp.		2,755,308
					2,755,308
			Commercial Services: 1.6%
	193,200		Moody's Corp.		6,897,240
					6,897,240
			Computers: 1.5%
	140,900	@	Affiliated Computer Services, Inc.		6,354,590
					6,354,590
			Diversified Financial Services: 5.5%
	42,650		Goldman Sachs Group, Inc.		9,171,883
	25,200		Legg Mason, Inc.		1,843,380
	110,300		Merrill Lynch & Co., Inc.		5,920,904
	125,100		Morgan Stanley		6,644,061
					23,580,228
			Electric: 4.3%
	118,800		FirstEnergy Corp.		8,593,992
	76,400	@	Mirant Corp.		2,978,072
	157,300	@	NRG Energy, Inc.		6,817,382
					18,389,446
			Engineering & Construction: 6.4%
	215,200	@@	Chicago Bridge & Iron Co. NV		13,006,687
	66,300	@	KBR, Inc.		2,572,440
	164,200	@	McDermott International, Inc.		9,692,726
	37,500	@	Shaw Group, Inc.		2,266,500
					27,538,353
			Food: 1.6%
	284,300		ConAgra Foods, Inc.		6,763,497
					6,763,497
			Healthcare-Products: 0.8%
	51,040	@	Zimmer Holdings, Inc.		3,376,296
					3,376,296
			Healthcare-Services: 5.8%
	149,900		Aetna, Inc.		8,653,727
	157,100		UnitedHealth Group, Inc.		9,143,220
	78,100	@	WellPoint, Inc.		6,851,713
					24,648,660
			Home Builders: 1.9%
	15,200	@	NVR, Inc.		7,964,800
					7,964,800
			Insurance: 7.5%
	123,620		American International Group, Inc.		7,207,046
	142,100		Assurant, Inc.		9,506,490

Shares				Value
	2,600	@	Berkshire Hathaway, Inc.-Class B	$	12,313,600
	38,000		Hartford Financial Services Group, Inc.		3,313,220
					32,340,356
			Internet: 1.8%
	182,700	@,@@	Check Point Software Technologies		4,012,092
	216,900	@	Symantec Corp.		3,500,766
					7,512,858
			Iron/Steel: 1.5%
	53,100		United States Steel Corp.		6,420,321
					6,420,321
			Leisure Time: 1.3%
	118,100		Harley-Davidson, Inc.		5,516,451
					5,516,451
			Machinery-Construction & Mining: 4.4%
	58,500		Caterpillar, Inc.		4,244,760
	67,100		Joy Global, Inc.		4,416,522
	157,800	@	Terex Corp.		10,346,946
					19,008,228
			Media: 1.3%
	126,400		McGraw-Hill Cos., Inc.		5,537,584
					5,537,584
			Metal Fabricate/Hardware: 0.7%
	112,600	@,@@	Sterlite Industries India Ltd. ADR		2,935,482
					2,935,482
			Mining: 6.0%
	120,600		Freeport-McMoRan Copper & Gold, Inc.		12,354,264
	168,500	@@	Teck Cominco Ltd.		6,017,135
	102,800	@@	Xstrata PLC		7,213,574
					25,584,973
			Miscellaneous Manufacturing: 1.6%
	182,000		General Electric Co.		6,746,740
					6,746,740
			Oil & Gas: 15.3%
	123,900	@@	Canadian Natural Resources Ltd.		9,062,046
	147,400	@	Denbury Resources, Inc.		4,385,150
	57,900		EOG Resources, Inc.		5,167,575
	48,800		ExxonMobil Corp.		4,572,072
	163,000		Noble Corp.		9,211,130
	100,900	@@	Petroleo Brasileiro SA ADR		11,627,716
	93,500	@	Southwestern Energy Co.		5,209,820
	75,800	@@	Suncor Energy, Inc.		8,241,734
	212,780	@@	Talisman Energy, Inc.		3,940,686
	84,750		XTO Energy, Inc.		4,352,760
					65,770,689
			Oil & Gas Services: 3.8%
	163,800		Halliburton Co.		6,209,658
	137,600	@	National Oilwell Varco, Inc.		10,108,096
					16,317,754

See Accompanying Notes to Financial Statements
199

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN PARTNERS PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Pharmaceuticals: 3.3%
	232,800	@	NBTY, Inc.	$	6,378,720
	113,200	@@	Shire PLC ADR		7,805,140
					14,183,860
			Retail: 6.7%
	122,600		Best Buy Co., Inc.		6,454,890
	169,200		JC Penney Co., Inc.		7,443,108
	31,800		Liz Claiborne, Inc.		647,130
	236,700		Macy's, Inc.		6,123,429
	150,500	@	Saks, Inc.		3,124,380
	176,000		TJX Cos., Inc.		5,056,480
					28,849,417
			Semiconductors: 2.1%
	88,400	@	International Rectifier Corp.		3,002,948
	172,600		Texas Instruments, Inc.		5,764,840
					8,767,788
			Software: 4.6%
	61,200	@	Activision, Inc.		1,817,640
	217,980		Microsoft Corp.		7,760,088
	297,910	@	Oracle Corp.		6,726,808
	180,800	@	Take-Two Interactive Software, Inc.		3,335,760
					19,640,296
			Telecommunications: 1.5%
	75,400	@@	China Mobile Ltd. ADR		6,549,998
					6,549,998
			Transportation: 2.0%
	58,000		DryShips, Inc.		4,489,200
	25,650	@@	Frontline Ltd.		1,224,080
	109,772	@@	Ship Finance International Ltd.		3,041,782
					8,755,062

Total Investments in Securities (Cost $355,377,787)*	98.9	%	$	423,925,136
Other Assets and Liabilities - Net	1.1			4,882,427
Net Assets	100.0	%	$	428,807,563

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

* Cost for federal income tax purposes is $355,623,338

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	90,603,203
Gross Unrealized Depreciation		(22,301,405	)
Net Unrealized Appreciation	$	68,301,798

See Accompanying Notes to Financial Statements
200

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN REGENCY PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 88.7%
			Aerospace/Defense: 4.3%
	5,600	@@	Empresa Brasileira de Aeronautica SA ADR	$	255,304
	2,900		L-3 Communications Holdings, Inc.		307,226
	10,300	@	Spirit Aerosystems Holdings, Inc.		355,350
					917,880
			Auto Parts & Equipment: 1.0%
	4,500		WABCO Holdings, Inc.		225,405
					225,405
			Beverages: 1.7%
	15,200	@	Constellation Brands, Inc.		359,328
					359,328
			Computers: 1.6%
	7,700	@	Affiliated Computer Services, Inc.		347,270
					347,270
			Diversified Financial Services: 4.9%
	3,850		Bear Stearns Cos., Inc.		339,763
	12,400		Jefferies Group, Inc.		285,820
	1,400		Legg Mason, Inc.		102,410
	6,300		Morgan Stanley		334,593
					1,062,586
			Electric: 10.0%
	4,500		Constellation Energy Group, Inc.		461,385
	13,700		DPL, Inc.		406,205
	6,000		FirstEnergy Corp.		434,040
	5,200	@	Mirant Corp.		202,696
	7,200	@	NRG Energy, Inc.		312,048
	6,600		PPL Corp.		343,794
					2,160,168
			Electronics: 1.4%
	8,600	@	Avnet, Inc.		300,742
					300,742
			Engineering & Construction: 4.9%
	9,500	@@	Chicago Bridge & Iron Co. NV		574,179
	6,900	@	McDermott International, Inc.		407,307
	1,400	@	Shaw Group, Inc.		84,616
					1,066,102
			Food: 2.9%
	14,700		ConAgra Foods, Inc.		349,713
	9,900	@	Smithfield Foods, Inc.		286,308
					636,021
			Healthcare-Products: 1.1%
	5,200	@@	Covidien Ltd.		230,308
					230,308
			Healthcare-Services: 2.4%
	5,900		Aetna, Inc.		340,607
	3,100	@	Coventry Health Care, Inc.		183,675
					524,282
			Home Builders: 1.5%
	605	@	NVR, Inc.		317,020
					317,020
			Home Furnishings: 1.1%
	2,800		Whirlpool Corp.		228,564
					228,564

Shares				Value
			Insurance: 5.2%
	6,400		Assurant, Inc.	$	428,160
	5,100		Cigna Corp.		274,023
	4,100	@@	Endurance Specialty Holdings Ltd.		171,093
	5,000		Stancorp Financial Group, Inc.		251,900
					1,125,176
			Internet: 0.9%
	8,900	@,@@	Check Point Software Technologies		195,444
					195,444
			Iron/Steel: 3.2%
	2,500		Cleveland-Cliffs, Inc.		252,000
	3,600		United States Steel Corp.		435,276
					687,276
			Leisure Time: 1.1%
	5,100		Harley-Davidson, Inc.		238,221
					238,221
			Machinery-Construction & Mining: 3.2%
	3,350		Joy Global, Inc.		220,497
	7,200	@	Terex Corp.		472,104
					692,601
			Media: 1.2%
	5,900		McGraw-Hill Cos., Inc.		258,479
					258,479
			Metal Fabricate/Hardware: 1.1%
	9,200	@,@@	Sterlite Industries India Ltd. ADR		239,844
					239,844
			Mining: 5.1%
	7,400		Freeport-McMoRan Copper & Gold, Inc.		758,056
	9,700	@@	Teck Cominco Ltd.		346,387
					1,104,443
			Miscellaneous Manufacturing: 1.5%
	3,400		Eaton Corp.		329,630
					329,630
			Oil & Gas: 7.9%
	6,400	@@	Canadian Natural Resources Ltd.		468,096
	9,200	@	Denbury Resources, Inc.		273,700
	8,600		Noble Corp.		485,986
	3,300	@	Southwestern Energy Co.		183,876
	7,375	@@	Talisman Energy, Inc.		136,585
	3,250		XTO Energy, Inc.		166,920
					1,715,163
			Oil & Gas Services: 2.8%
	5,200	@	National Oilwell Varco, Inc.		381,992
	3,400	@	Oceaneering International, Inc.		228,990
					610,982
			Pharmaceuticals: 4.5%
	12,100	@	Endo Pharmaceuticals Holdings, Inc.		322,707
	11,500	@	NBTY, Inc.		315,100
	4,800	@@	Shire PLC ADR		330,960
					968,767

See Accompanying Notes to Financial Statements
201

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN REGENCY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Retail: 5.6%
	1,800		Abercrombie & Fitch Co.	$	143,946
	3,450	@	Aeropostale, Inc.		91,425
	6,600		JC Penney Co., Inc.		290,334
	5,400		Liz Claiborne, Inc.		109,890
	8,700		Macy's, Inc.		225,069
	4,800	@	Saks, Inc.		99,648
	8,700		TJX Cos., Inc.		249,951
					1,210,263
			Semiconductors: 1.4%
	8,600	@	International Rectifier Corp.		292,142
					292,142
			Software: 2.3%
	5,500	@	Activision, Inc.		163,350
	17,900	@	Take-Two Interactive Software, Inc.		330,255
					493,605
			Telecommunications: 1.0%
	20,900	@	Arris Group, Inc.		208,582
					208,582
			Transportation: 1.9%
	8,400		Eagle Bulk Shipping, Inc.		223,020
	6,867	@@	Ship Finance International Ltd.		190,285
					413,305
Total Common Stock (Cost $17,992,456 )					19,159,599
REAL ESTATE INVESTMENT TRUSTS: 3.7%
			Diversified: 0.7%
	5,900		iStar Financial, Inc.		153,695
					153,695
			Health Care: 0.8%
	3,600		Ventas, Inc.		162,900
					162,900
			Mortgage: 1.2%
	13,600		Annaly Capital Management, Inc.		247,248
					247,248
			Shopping Centers: 0.6%
	3,500		Developers Diversified Realty Corp.		134,015
					134,015
			Warehouse/Industrial: 0.4%
	2,500		First Industrial Realty Trust, Inc.		86,500
					86,500
Total Real Estate Investment Trusts (Cost $900,518)					784,358

Total Investments in Securities (Cost $18,892,974)*	92.4	%	$	19,943,957
Other Assets and Liabilities - Net	7.6			1,650,396
Net Assets	100.0	%	$	21,594,353

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

* Cost for federal income tax purposes is $18,937,078

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	2,289,999
Gross Unrealized Depreciation		(1,283,120	)
Net Unrealized Appreciation	$	1,006,879

See Accompanying Notes to Financial Statements
202

PORTFOLIO OF INVESTMENTS
ING OPCAP BALANCED VALUE PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 61.2%
			Aerospace/Defense: 4.8%
	34,500		Boeing Co.	$	3,017,370
					3,017,370
			Banks: 2.8%
	17,000		Bank of New York Mellon Corp.		828,920
	10,400	L	Capital One Financial Corp.		491,504
	27,500	L	National City Corp.		452,650
					1,773,074
			Biotechnology: 4.3%
	34,300	@	Biogen Idec, Inc.		1,952,356
	31,700	@,L	Nektar Therapeutics		212,707
	22,000	@,L	Regeneron Pharmaceuticals, Inc.		531,300
					2,696,363
			Commercial Services: 3.8%
	32,000	@,W,L	ChoicePoint, Inc.		1,165,440
	34,400	L	Moody's Corp.		1,228,080
					2,393,520
			Diversified Financial Services: 10.1%
	44,800		CIT Group, Inc.		1,076,544
	121,800	L	Countrywide Financial Corp.		1,088,892
	53,300	L	Freddie Mac		1,815,931
	36,600	L	Lehman Brothers Holdings, Inc.		2,395,102
					6,376,469
			Food: 1.6%
	32,500		Sysco Corp.		1,014,325
					1,014,325
			Healthcare-Services: 4.5%
	32,000	@	WellPoint, Inc.		2,807,360
					2,807,360
			Home Builders: 3.5%
	63,900	L	Lennar Corp.		1,143,171
	97,100	L	Pulte Homes, Inc.		1,023,434
					2,166,605
			Insurance: 2.1%
	30,300	L	AMBAC Financial Group, Inc.		780,831
	305,000	X	Conseco, Inc.-Escrow		—
	19,500	L	MBIA, Inc.		363,285
	14,100		PMI Group, Inc.		187,248
					1,331,364
			Internet: 1.1%
	1,000	@	Google, Inc.-Class A		691,480
					691,480
			Oil & Gas: 7.2%
	51,100		ConocoPhillips		4,512,130
					4,512,130
			Pharmaceuticals: 4.5%
	5,100	@	ImClone Systems, Inc.		219,300
	25,500	@@	Roche Holding Ltd. ADR		2,202,800
	22,000	@,L	Theravance, Inc.		429,000
					2,851,100

Value

Retail: 7.0%

49,500

Family Dollar Stores, Inc.

951,885

38,000

Petsmart, Inc.

894,140

30,100

Wal-Mart Stores, Inc.

1,430,653

28,800

Yum! Brands, Inc.

1,102,176

4,378,854

Semiconductors: 2.1%

22,647

@,@@,L

ASML Holding NV

708,625

62,001

Taiwan Semiconductor
Manufacturing Co., Ltd. ADR

617,530

1,326,155

Software: 1.1%

15,100

@@,L

Infosys Technologies Ltd. ADR

684,936

684,936

Telecommunications: 0.7%

9,500

@,L

NII Holdings, Inc.

459,040

459,040

Total Common Stock
(Cost $43,751,904)

38,480,145

REAL ESTATE INVESTMENT TRUSTS: 0.8%

Mortgage: 0.8%

25,800

Annaly Capital Management,
Inc.

469,044

469,044

Total Real Estate
Investment Trusts
(Cost $402,184)

469,044

Principal
Amount

Value

CORPORATE BONDS/NOTES: 22.0%

Aerospace/Defense: 1.1%

665,000

General Dynamics Corp.,
4.500%, due 08/15/10

670,307

670,307

Banks: 2.5%

720,000

Bank of America Corp.,
4.375%, due 12/01/10

719,165

220,000

US Bancorp., 4.500%,
due 07/29/10

222,039

200,000

US Bancorp., 5.300%,
due 04/28/09

202,068

460,000

Wachovia Corp., 4.375%,
due 06/01/10

454,148

1,597,420

Chemicals: 1.0%

635,000

EI Du Pont de Nemours & Co.,
4.125%, due 04/30/10

633,070

633,070

Cosmetics/Personal Care: 1.1%

555,000

C,L

Procter & Gamble Co., 3.500%,
due 12/15/08

549,343

130,000

Procter & Gamble Co., 6.875%,
due 09/15/09

136,166

685,509

See Accompanying Notes to Financial Statements
203

PORTFOLIO OF INVESTMENTS
ING OPCAP BALANCED VALUE PORTFOLIO AS OF DECEMBER 31, 2007

Principal Amount				Value
			Diversified Financial Services: 9.2%
$	260,000		American Express Credit Corp., 3.000%, due 05/16/08	$	258,389
	405,000		American Express Credit Corp., 5.000%, due 12/02/10		409,687
	520,000	C	Ameriprise Financial, Inc., 5.350%, due 11/15/10		528,893
	575,000	C,L	Boeing Capital Corp., 6.500%, due 02/15/12		617,854
	325,000		CIT Group, Inc., 4.750%, due 12/15/10		308,479
	260,000		Citigroup, Inc., 4.625%, due 08/03/10		258,738
	300,000		Citigroup, Inc., 6.000%, due 02/21/12		310,704
	350,000		General Electric Capital Corp., 4.875%, due 10/21/10		355,433
	200,000		General Electric Capital Corp., 6.000%, due 06/15/12		209,872
	340,000	L	General Motors Acceptance Corp., 6.125%, due 01/22/08		338,580
	600,000		Goldman Sachs Group, Inc., 5.700%, due 09/01/12		617,921
	260,000		HSBC Finance Corp., 4.125%, due 11/16/09		257,137
	200,000		HSBC Finance Corp., 7.000%, due 05/15/12		209,749
	325,000		John Deere Capital Corp., 7.000%, due 03/15/12		354,211
	290,000		Merrill Lynch & Co., Inc., 3.700%, due 04/21/08		287,926
	500,000		SLM Corp., 4.500%, due 07/26/10		458,869
					5,782,442
			Environmental Control: 0.2%
	125,000	C	Waste Management, Inc., 6.500%, due 11/15/08		126,636
					126,636
			Food: 1.7%
	530,000	C	General Mills, Inc., 6.000%, due 02/15/12		544,008
	545,000	C	Kellogg Co., 2.875%, due 06/01/08		539,873
					1,083,881
			Insurance: 0.8%
	540,000	C	Berkshire Hathaway Finance Corp., 3.375%, due 10/15/08		535,325
	2,345,000	X	Conseco Finance Trust II-Escrow, Discount Note, due 11/15/26		—
	2,350,000	X	Conseco Finance Trust II-Escrow, Discount Note, due 04/01/27		—
					535,325
			Media: 1.8%
	125,000		News America Holdings, 9.250%, due 02/01/13		146,263
	280,000		Time Warner Entertainment Co. LP, 7.250%, due 09/01/08		283,804
	645,000	C	Walt Disney Co., 5.700%, due 07/15/11		672,863
					1,102,930

Principal
Value

Value

Pipelines: 0.7%

415,000

Spectra Energy Capital, LLC,
7.500%, due 10/01/09

432,789

432,789

Telecommunications: 1.9%

585,000

Cisco Systems, Inc., 5.250%,
due 02/22/11

600,207

350,000

Verizon Global Funding Corp.,
7.250%, due 12/01/10

375,422

200,000

C,L

Verizon Global Funding Corp.,
7.375%, due 09/01/12

221,041

1,196,670

Total Corporate Bonds/Notes
(Cost $13,723,278)

13,846,979

U.S. GOVERNMENT AGENCY OBLIGATIONS: 2.4%

Federal Home Loan Mortgage
Corporation: 0.1%

75,000

4.875%, due 02/09/10

77,000

77,000

Federal National Mortgage
Corporation: 0.7%

410,000

5.000%, due 10/15/11

427,799

427,799

Other U.S. Agency
Obligations: 1.6%

260,000

Federal Farm Credit Bank,
4.750%, due 05/07/10

266,838

685,000

Federal Farm Credit Bank,
4.800%, due 04/25/11

709,579

976,417

Total U.S. Government
Agency Obligations
(Cost $1,419,683)

1,481,216

U.S. TREASURY OBLIGATIONS: 10.9%

U.S. Treasury Bonds: 3.4%

247,000

4.500%, due 05/15/17

256,089

1,725,000

5.000%, due 05/15/37

1,880,655

2,136,744

U.S. Treasury Notes: 4.0%

2,500,000

3.875%, due 10/31/12

2,549,805

2,549,805

U.S. Treasury STRIP: 3.5%

2,332,000

6.762%, due 02/15/15

1,766,215

559,000

L,^^

6.763%, due 08/15/15

413,340

2,179,555

Total U.S. Treasury Obligations
(Cost $6,578,052)

6,866,104

Total Long-Term Investments
(Cost $65,875,101)

61,143,488

See Accompanying Notes to Financial Statements
204

PORTFOLIO OF INVESTMENTS
ING OPCAP BALANCED VALUE PORTFOLIO AS OF DECEMBER 31, 2007

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 32.4%

U.S. Government Agency
Obligations: 2.7%

1,690,000

Federal Home Loan Bank,
3.050%, due 01/02/08

1,689,714

Total U.S. Government
Agency Obligations
(Cost $1,689,714)

1,689,714

Securities Lending
Collateral^cc: 29.7%

18,685,000

Bank of New York Mellon Corp.
Institutional Cash Reserves

18,685,000

Total Securities Lending
Collateral
(Cost $18,685,000)

18,685,000

Total Short-Term Investments
(Cost $20,374,714)

20,374,714

Total Investments in Securities (Cost $86,249,815)*	129.7	%	$	81,518,202
Other Assets and Liabilities - Net	(29.7	)		(18,664,517	)
Net Assets	100.0	%	$	62,853,685

@ 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.

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

L Loaned security, a portion or all of the security is on loan at December 31, 2007.

^^ Principal Only (PO) Security

Z Zero Coupon Bond; rate shown reflects current effective yield.

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

* Cost for federal income tax purposes is $86,481,394

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	3,207,388
Gross Unrealized Depreciation		(8,170,580	)
Net Unrealized Depreciation	$	(4,963,192	)

See Accompanying Notes to Financial Statements
205

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER GLOBAL PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 98.7%
			Australia: 0.0%
	136,480	L	Aristocrat Leisure Ltd.	$	1,337,233
					1,337,233
			Bermuda: 1.1%
	278,200		ACE Ltd.		17,187,196
	227,100	L	XL Capital Ltd.		11,425,401
					28,612,597
			Brazil: 1.7%
	274,400	L	Cia de Bebidas das Americas ADR		19,490,632
	576,700	L	Empresa Brasileira de Aeronautica SA ADR		26,291,753
					45,782,385
			Canada: 1.3%
	773,400	L	Husky Energy, Inc.		34,941,898
					34,941,898
			Finland: 1.0%
	578,600		Fortum OYJ		25,991,051
					25,991,051
			France: 5.7%
	90,000		BNP Paribas		9,765,009
	328,448		LVMH Moet Hennessy Louis Vuitton SA		39,692,723
	146,386	@,L	NicOx SA		2,342,352
	316,399	L	Sanofi-Aventis		28,963,296
	157,455		Societe Generale		22,772,593
	354,354		Technip SA		28,185,803
	198,594	L	Total SA		16,443,673
					148,165,449
			Germany: 6.2%
	163,324		Allianz AG		35,217,392
	437,960		Bayerische Motoren Werke AG		27,416,921
	630,633		SAP AG		32,543,037
	429,564	L	Siemens AG		68,025,686
					163,203,036
			India: 3.1%
	1,685,713	@	Dish TV India Ltd.		4,320,293
	2,835,184		Hindustan Lever Ltd.		15,269,751
	166,600	L	ICICI Bank Ltd. ADR		10,245,900
	717,065		Infosys Technologies Ltd.		31,983,361
	1,555,538	@	Wire and Wireless India Ltd.		3,872,102
	2,006,376		Zee Telefilms Ltd.		16,481,178
					82,172,585
			Italy: 0.9%
	930,700		Bulgari S.p.A.		13,070,577
	167,525	L	Tod's S.p.A.		11,727,978
					24,798,555
			Japan: 11.4%
	460,500	L	Chugai Pharmaceutical Co., Ltd.		6,585,990
	483,060		Credit Saison Co., Ltd.		13,159,018
	75,700		Fanuc Ltd.		7,338,973
	590,100		Hoya Corp.		18,670,270
	3,774		KDDI Corp.		27,924,107
	58,230		Keyence Corp.		14,299,517

Shares				Value
	144,600		Kyocera Corp.	$	12,778,922
	1,017,000		Mitsubishi Electric Corp.		10,533,246
	357,500		Murata Manufacturing Co., Ltd.		20,529,300
	100,000		Nidec Corp.		7,225,219
	26,900		Nintendo Co., Ltd.		15,794,388
	288,000		Secom Co., Ltd.		15,723,021
	364,600	L	Sega Sammy Holdings, Inc.		4,515,229
	301,671		Seven & I Holdings Co., Ltd.		8,764,277
	1,195,000		Shionogi & Co., Ltd.		21,186,262
	825,500		Sony Corp.		44,975,612
	1,081	@	Sony Financial Holdings, Inc.		4,131,827
	389,100	L	Square Enix Co., Ltd.		11,846,111
	2,073		Sumitomo Mitsui Financial Group, Inc.		15,340,776
	315,900		Toyota Motor Corp.		16,824,427
					298,146,492
			Mexico: 2.2%
	5,159,200		Fomento Economico Mexicano SA de CV ADR		19,739,992
	2,381,600		Grupo Modelo SA		11,344,693
	1,073,200		Grupo Televisa SA ADR		25,509,964
					56,594,649
			Netherlands: 2.9%
	859,393	L	European Aeronautic Defence and Space Co. NV		27,427,864
	787,577		Koninklijke Philips Electronics NV		33,747,888
	340,100		TNT NV		14,110,692
					75,286,444
			Norway: 0.6%
	702,800		Tandberg ASA		14,511,113
					14,511,113
			South Korea: 1.5%
	23,201		Samsung Electronics Co., Ltd.		13,653,738
	851,600	L	SK Telecom Co., Ltd. ADR		25,411,744
					39,065,482
			Spain: 1.0%
	424,700		Inditex SA		25,698,609
					25,698,609
			Sweden: 6.5%
	1,421,300		Assa Abloy AB		28,502,339
	790,600		Hennes & Mauritz AB		47,756,671
	902,752		Investor AB		20,434,323
	32,055,000		Telefonaktiebolaget LM Ericsson		75,027,247
					171,720,580
			Switzerland: 2.8%
	15,077	@	Basilea Pharmaceutica - REG		2,933,060
	632,324		Credit Suisse Group		38,063,092
	185,869		Roche Holding AG		32,130,389
					73,126,541
			Taiwan: 1.8%
	1,958,385		MediaTek, Inc.		25,102,289
	7,979,193		Taiwan Semiconductor Manufacturing Co., Ltd.		15,128,453

See Accompanying Notes to Financial Statements
206

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER GLOBAL PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Taiwan (continued)
	658,689		Taiwan Semiconductor Manufacturing Co., Ltd. ADR	$	6,560,542
					46,791,284
			United Kingdom: 12.5%
	322,090		3I Group PLC		6,377,178
	306,100	L	BP PLC ADR		22,397,337
	938,768		Burberry Group PLC		10,610,373
	2,183,750		Cadbury Schweppes PLC		26,700,478
	656,069		Diageo PLC		14,082,686
	857,695		Experian Group Ltd.		6,774,416
	1,458,752	L	HSBC Holdings PLC		24,527,699
	764,303		Pearson PLC		11,068,549
	1,719,706		Prudential PLC		24,214,861
	601,666		Reckitt Benckiser PLC		34,962,857
	3,331,531		Royal Bank of Scotland Group PLC		29,415,669
	1,161,754		Smith & Nephew PLC		13,328,808
	2,779,220		Tesco PLC		26,437,449
	17,081,706		Vodafone Group PLC		64,123,383
	971,578		WPP Group PLC		12,446,998
					327,468,741
			United States: 34.5%
	322,600		3M Co.		27,201,632
	210,900	@,L	Acadia Pharmaceuticals, Inc.		2,334,663
	760,383	@,L	Adobe Systems, Inc.		32,491,166
	1,657,500	@,L	Advanced Micro Devices, Inc.		12,431,250
	330,100		Aflac, Inc.		20,674,163
	831,700		Altera Corp.		16,068,444
	436,900		American International Group, Inc.		25,471,270
	681,800		Automatic Data Processing, Inc.		30,360,554
	144,700		Boeing Co.		12,655,462
	718,500		Carnival Corp.		31,966,065
	247,700		Chevron Corp.		23,117,841
	441,900	@	Cisco Systems, Inc.		11,962,233
	205,000	@	Coach, Inc.		6,268,900
	311,400		Colgate-Palmolive Co.		24,276,744
	1,278,800		Corning, Inc.		30,678,412
	582,700	@,L	Cree, Inc.		16,006,769
	1,277,400	@,L	eBay, Inc.		42,396,906
	598,900		Emerson Electric Co.		33,933,674
	133,600	@	Genentech, Inc.		8,960,552
	575,500	@	Gilead Sciences, Inc.		26,478,755
	72,100	@	Hospira, Inc.		3,074,344
	191,400	@,L	InterMune, Inc.		2,551,362
	395,200	L	International Game Technology		17,361,136
	953,300	@	Intuit, Inc.		30,133,813
	102,100		Johnson & Johnson		6,810,070
	1,418,800	@	Juniper Networks, Inc.		47,104,160
	343,800	L	Linear Technology Corp.		10,943,154
	162,600		Lockheed Martin Corp.		17,115,276
	768,400		Maxim Integrated Products		20,347,232
	386,600		McDonald's Corp.		22,774,606
	1,399,800		Microsoft Corp.		49,832,880
	170,300	@,L	Nektar Therapeutics		1,142,713
	403,500		Northern Trust Corp.		30,900,030
	180,400		Northrop Grumman Corp.		14,186,656
	62,300	@,L	Pharmion Corp.		3,916,178
	102,700		Praxair, Inc.		9,110,517

Value

298,200

Raytheon Co.

18,100,740

123,600

@,L

Regeneron Pharmaceuticals, Inc.

2,984,940

291,454

@,L

Seattle Genetics, Inc.

3,322,576

205,200

@,L

Shuffle Master, Inc.

2,460,348

6,503,539

@,L

Sirius Satellite Radio, Inc.

19,705,723

289,400

@,L

Theravance, Inc.

5,643,300

540,800

Tiffany & Co.

24,893,024

243,779

@,L

Transocean, Inc.

34,896,964

91,187

United Parcel Service, Inc.-
Class B

6,448,745

519,800

Wal-Mart Stores, Inc.

24,706,094

833,400

Walt Disney Co.

26,902,152

555,800

Xilinx, Inc.

12,155,346

905,259,534

Total Common Stock
(Cost $2,009,995,113)

2,588,674,258

PREFERRED STOCK: 1.1%

Germany: 1.1%

138,116

Bayerische Motoren
Werke AG

7,332,251

10,184

Porsche AG

20,494,919

27,827,170

Total Preferred Stock
(Cost $13,627,664)

27,827,170

Total Long-Term
Investments
(Cost $2,023,622,777)

2,616,501,428

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 13.8%

U.S. Government Agency
Obligations: 0.0%

130,000

Federal Home Loan Bank,
3.050%, due 01/02/08

129,978

Total U.S. Government
Agency Obligations
(Cost $129,978)

129,978

Securities Lending
Collateral^cc: 13.8%

362,276,998

Bank of New York
Mellon Corp. Institutional
Cash Reserves

362,276,998

Total Securities Lending
Collateral
(Cost $362,276,998)

362,276,998

Total Short-Term Investments
(Cost $362,406,976)

362,406,976

Total Investments in Securities (Cost $2,386,029,753)*	113.6	%	$	2,978,908,404
Other Assets and Liabilities - Net	(13.6	)		(356,999,148	)
Net Assets	100.0	%	$	2,621,909,256

See Accompanying Notes to Financial Statements
207

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER GLOBAL PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

@ 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, 2007.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $2,402,042,968.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	677,512,902
Gross Unrealized Depreciation		(100,647,466	)
Net Unrealized Appreciation	$	576,865,436

Industry	Percentage of Net Assets
Aerospace/Defense		4.4	%
Apparel		0.8
Auto Manufacturers		2.8
Banks		5.4
Beverages		2.5
Biotechnology		0.9
Chemicals		0.3
Commercial Services		0.9
Cosmetics/Personal Care		0.9
Diversified Financial Services		2.0
Electric		1.0
Electrical Components & Equipment		1.7
Electronics		4.4
Entertainment		0.8
Food		2.0
Healthcare - Products		0.8
Holding Companies - Diversified		1.5
Home Furnishings		1.7
Household Products/Wares		1.9
Insurance		5.3
Internet		1.6
Investment Companies		0.8
Leisure Time		1.4
Media		4.4
Metal Fabricate/Hardware		1.1
Miscellaneous Manufacturing		3.6
Oil & Gas		5.0
Oil & Gas Services		1.1
Pharmaceuticals		5.0
Retail		6.6
Semiconductors		5.7
Software		8.4
Telecommunications		11.5
Toys/Games/Hobbies		0.6
Transportation		0.8
Venture Capital		0.2
Short-Term Investments		13.8
Other Assets and Liabilities - Net		(13.6	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
208

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007

Principal Amount				Value
CORPORATE BONDS/NOTES: 27.5%
			Agriculture: 0.1%
$	300,000	C	Reynolds American, Inc., 7.625%, due 06/01/16	$	320,399
					320,399
			Auto Manufacturers: 0.7%
	1,400,000	C	DaimlerChrysler NA Holding Corp., 5.461%, due 03/13/09		1,392,590
	1,995,000		DaimlerChrysler NA Holding Corp., 9.000%, due 08/03/14		1,923,362
					3,315,952
			Banks: 9.0%
	200,000		Abbey National Treasury Services PLC, 4.581%, due 07/02/08		200,064
	200,000		American Express Bank FSB, 6.000%, due 09/13/17		201,481
	3,700,000		American Express Centurion Bank, 5.252%, due 06/12/09		3,688,112
	200,000		American Express Centurion Bank, 6.000%, due 09/13/17		201,481
	900,000		Bank of America Corp., 5.750%, due 12/01/17		903,753
	5,500,000		Bank of America NA, 5.133%, due 06/12/09		5,489,435
	2,100,000		Barclays Bank PLC, 4.989%, due 03/17/08		2,100,449
	4,100,000	@@	Barclays Bank PLC, 5.450%, due 09/12/12		4,206,756
	700,000	@@,#	Barclays Bank PLC, 6.050%, due 12/04/17		706,638
	2,200,000	@@,#,C	BNP Paribas, 5.186%, due 06/29/15		2,005,291
	1,700,000		Calyon New York, 5.204%, due 01/16/09		1,697,935
	1,100,000	@@,#,C	Commonwealth Bank of Australia, 6.024%, due 03/15/16		1,026,873
	600,000	@@,#	Credit Agricole SA, 5.053%, due 05/28/09		600,481
	700,000	@@,#	Credit Agricole SA, 5.103%, due 05/28/10		700,271
	1,600,000	@@,C,L	Deutsche Bank AG, 6.000%, due 09/01/17		1,662,194
	1,700,000		Dexia Credit Local, 4.795%, due 09/29/08		1,700,554
	1,700,000		Fortis Bank SA, 4.780%, due 09/30/08		1,696,612
	1,700,000		Fortis Bank SA, 4.790%, due 06/30/08		1,698,518
DKK	6,062,445	@@	Nykredit Realkredit A/S, 5.000%, due 10/01/38		1,125,290
DKK	11,644,844	@@	Realkredit Danmark A/S, 5.000%, due 10/01/38		2,152,515
$	1,200,000		Royal Bank of Scotland, 4.810%, due 03/26/08		1,199,650

Principal Amount				Value
$	1,500,000	@@,#	Santander US Debt SA Unipersonal, 4.925%, due 02/06/09	$	1,491,869
	1,200,000		Societe Generale, 4.815%, due 03/26/08		1,200,240
	1,600,000	@@,#	Unicredit Luxembourg Finance SA, 5.143%, due 10/24/08		1,597,154
	800,000	@@,#	VTB Capital (VNESHTORGBK), 5.494%, due 08/01/08		793,000
	2,800,000		Wells Fargo & Co., 5.625%, due 12/11/17		2,806,997
					42,853,613
			Biotechnology: 0.3%
	1,400,000	#,C	Amgen, Inc., 5.133%, due 11/28/08		1,398,677
					1,398,677
			Building Materials: 0.2%
	800,000	@@,#,C,L	C8 Capital SPV Ltd., 6.640%, due 12/31/49		760,684
					760,684
			Chemicals: 0.1%
	400,000	C	Rohm & Haas Co., 6.000%, due 09/15/17		407,162
					407,162
			Computers: 1.2%
	5,700,000	C	International Business Machines Corp., 5.700%, due 09/14/17		5,903,399
					5,903,399
			Diversified Financial Services: 11.5%
	1,300,000		American General Finance Corp., 6.900%, due 12/15/17		1,303,618
	900,000		Bear Stearns Cos., Inc., 5.072%, due 08/21/09		867,003
	3,900,000		Bear Stearns Cos., Inc., 5.494%, due 07/16/09		3,752,869
	3,000,000		Caterpillar Financial Services Corp., 4.850%, due 12/07/12		3,008,439
	400,000		CitiFinancial, 6.625%, due 06/01/15		420,625
	500,000		Citigroup Funding, Inc., 4.858%, due 06/26/09		492,528
	700,000		Citigroup, Inc., 5.300%, due 10/17/12		709,850
	1,900,000		Citigroup, Inc., 5.500%, due 08/27/12		1,939,676
	100,000	S	Citigroup, Inc., 5.625%, due 08/27/12		101,401
	500,000		Citigroup, Inc., 5.850%, due 07/02/13		515,351
	1,900,000	L	Citigroup, Inc., 6.000%, due 08/15/17		1,941,977
	1,200,000	C	Citigroup, Inc., 8.300%, due 12/21/57		1,256,585
	2,100,000		Ford Motor Credit Co., 5.800%, due 01/12/09		1,993,784

See Accompanying Notes to Financial Statements
245

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Diversified Financial Services (continued)
$	100,000		Ford Motor Credit Co., 7.250%, due 10/25/11	$	86,685
	1,700,000		General Electric Capital Corp., 4.939%, due 08/15/11		1,671,697
	1,800,000		General Electric Capital Corp., 5.163%, due 03/12/10		1,790,266
	4,800,000		General Electric Capital Corp., 5.500%, due 09/05/67		6,814,236
	400,000		General Motors Acceptance Corp., 6.034%, due 09/23/08		386,495
	4,000,000		Goldman Sachs Group, Inc., 5.481%, due 07/23/09		3,997,708
	2,000,000		Goldman Sachs Group, Inc., 6.250%, due 09/01/17		2,084,370
	3,200,000	C	Goldman Sachs Group, Inc., 6.750%, due 10/01/37		3,145,197
	1,600,000		HSBC Finance Corp., 5.240%, due 10/21/09		1,593,115
	1,000,000		JPMorgan Chase & Co., 6.000%, due 01/15/18		1,018,277
	2,000,000		Lehman Brothers Holdings, Inc., 5.170%, due 05/25/10		1,923,840
	2,700,000		Lehman Brothers Holdings, Inc., 6.200%, due 09/26/14		2,753,619
	3,700,000		Merrill Lynch & Co., Inc., 4.948%, due 05/08/09		3,601,562
	300,000		Merrill Lynch & Co., Inc., 6.050%, due 08/15/12		306,064
	1,800,000		Morgan Stanley, 4.925%, due 05/07/09		1,778,171
	100,000	C	Morgan Stanley, 5.300%, due 03/01/13		99,860
	1,300,000	C	Morgan Stanley, 6.250%, due 08/28/17		1,323,964
	700,000	@@,#,C,L	Santander Perpetual SA Unipersonal, 6.671%, due 10/24/17		703,132
	1,100,000	C	UBS Preferred Funding Trust V, 6.243%, due 05/15/49		1,060,837
	500,000	#,C	ZFS Finance USA Trust IV, 5.875%, due 05/09/32		467,864
					54,910,665
			Electric: 0.5%
	300,000	C,S	Columbus Southern Power Co., 6.600%, due 03/01/33		302,284
	2,100,000	@@,#,C	Enel Finance International SA, 6.250%, due 09/15/17		2,128,856
	100,000	C	Entergy Gulf States, Inc., 3.600%, due 06/01/08		99,251
					2,530,391
			Healthcare-Products: 0.2%
	1,000,000		Fresenius Medical Care Capital Trust II, 7.875%, due 02/01/08		1,001,312
					1,001,312

Principal Amount				Value
			Insurance: 0.9%
$	3,000,000		American International Group, Inc., 5.850%, due 01/16/18	$	3,025,332
	1,300,000	#	Metropolitan Life Global Funding I, 4.945%, due 05/17/10		1,291,293
					4,316,625
			Lodging: 0.2%
	800,000	C	Mandalay Resort Group, 6.500%, due 07/31/09		804,000
					804,000
			Mining: 0.0%
	200,000	@@,C	Vale Overseas Ltd., 6.250%, due 01/23/17		201,621
					201,621
			Office/Business Equip: 0.1%
	700,000	C	Xerox Corp., 9.750%, due 01/15/09		731,967
					731,967
			Pharmaceuticals: 0.1%
	300,000	@@,C	AstraZeneca PLC, 5.900%, due 09/15/17		315,599
	200,000	@@,C	AstraZeneca PLC, 6.450%, due 09/15/37		219,895
					535,494
			Pipelines: 0.1%
	300,000	#	Williams Cos., Inc., 6.375%, due 10/01/10		304,875
					304,875
			Retail: 0.6%
	2,700,000	C	CVS Caremark Corp., 5.750%, due 08/15/11		2,767,954
					2,767,954
			Telecommunications: 1.7%
	24,000	C	AT&T Corp., 7.300%, due 11/15/11		26,026
	400,000	C,S	AT&T, Inc., 4.125%, due 09/15/09		397,618
	4,100,000	C	AT&T, Inc., 6.300%, due 01/15/38		4,179,700
	2,500,000	C,L	BellSouth Corp., 5.200%, due 09/15/14		2,498,543
	30,000	C,S	New Cingular Wireless Services, Inc., 7.875%, due 03/01/11		32,512
	600,000	C	Qwest Corp., 5.625%, due 11/15/08		600,000
	200,000	C	Qwest Corp., 8.875%, due 03/15/12		215,000
					7,949,399
Total Corporate Bonds/ Notes (Cost $130,119,996)					131,014,189

See Accompanying Notes to Financial Statements
246

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 70.7%
			Federal Home Loan Mortgage Corporation: 21.8%
$	1,505,689	C	3.000%, due 05/15/22	$	1,496,835
	547,986	C,S	3.500%, due 05/15/22		545,646
	1,455,508	C,S	3.500%, due 11/15/22		1,443,454
	28,811	C	3.500%, due 07/15/32		27,748
	1,544,799	C	4.000%, due 06/15/22		1,537,027
	1,832,043	C	4.500%, due 11/15/13		1,828,393
	1,755,171	C	4.500%, due 06/15/17		1,755,114
	49,740	C	5.000%, due 09/15/16		49,238
	3,788,593	C	5.000%, due 12/15/23		3,797,080
	1,845,397	C	5.000%, due 01/15/24		1,845,887
	1,854,099	C,S	5.000%, due 07/15/24		1,859,008
	3,903,978	C	5.000%, due 04/15/26		3,912,592
	471,579		5.000%, due 08/01/35		460,492
	789,382		5.000%, due 09/01/35		770,823
	1,088,826	C	5.178%, due 07/15/19		1,085,087
	4,979,251	C	5.178%, due 08/15/19		4,961,923
	6,636,137	C	5.178%, due 10/15/20		6,612,593
	220,743	C,S	5.185%, due 01/25/45		209,173
	4,465,610	C	5.258%, due 02/15/19		4,443,684
	1,420,473		5.313%, due 09/01/35		1,427,140
	177,856	C	5.500%, due 03/15/17		180,700
	180,617		5.500%, due 03/01/23		181,639
	380,160		5.500%, due 05/01/23		382,312
	4,215		5.500%, due 08/15/30		4,192
	420,092		5.500%, due 05/01/35		419,454
	2,072,962	S	5.500%, due 05/01/35		2,069,811
	39,000,000	W	5.500%, due 02/12/37		38,896,416
	3,936,919		5.500%, due 06/01/37		3,929,407
	1,990,319		5.500%, due 09/01/37		1,986,522
	683,889	C	5.875%, due 03/25/24		696,354
	5,888		6.000%, due 10/01/17		6,030
	41,190		6.000%, due 02/01/22		42,063
	741,001	S	6.000%, due 03/01/23		755,785
	13,500,000		6.000%, due 01/15/36		13,700,394
	488,321		6.000%, due 05/01/37		495,690
	419,634	C	6.063%, due 10/25/44		420,663
	27,408		7.321%, due 04/01/32		27,639
					104,264,008
			Federal National Mortgage Corporation: 48.9%
	2,121,548		4.186%, due 11/01/34		2,142,091
	1,212,296		4.425%, due 02/01/35		1,215,572
	1,202,271		4.736%, due 09/01/35		1,231,063
	612,646		4.848%, due 08/01/35		612,611
	1,144,646		4.925%, due 07/25/37		1,101,857
	146,715		4.985%, due 03/25/34		144,115
	839,872		4.991%, due 09/01/34		837,115
	103,670		5.000%, due 05/01/18		103,945
	804,509		5.000%, due 11/01/18		806,646
	352,332		5.000%, due 02/01/19		353,037
	37,892		5.000%, due 07/25/19		37,863
	67,020		5.000%, due 08/01/19		67,154
	399,160		5.000%, due 10/01/19		399,959
	1,000,000	W	5.000%, due 01/15/20		1,001,094
	247,933		5.000%, due 06/01/20		248,215
	255,572		5.000%, due 07/01/20		255,863
	10,169,669		5.000%, due 08/01/20		10,181,238
	3,183,479		5.000%, due 09/01/20		3,187,100
	3,186,234		5.000%, due 01/01/21		3,189,859
	904,003		5.000%, due 07/01/21		905,118

Principal Amount				Value
$	3,331,092		5.000%, due 06/25/27	$	3,337,319
	491,242		5.000%, due 08/01/35		479,663
	6,000,000	W	5.000%, due 01/12/36		5,854,686
	363,037		5.000%, due 02/01/36		354,480
	20,000,000	W	5.000%, due 02/13/36		19,503,114
	15,616,401		5.000%, due 03/01/36		15,248,306
	93,556		5.500%, due 03/01/16		94,911
	2,999,700		5.500%, due 12/01/22		3,038,769
	222,804		5.500%, due 06/01/23		224,272
	589,986		5.500%, due 02/01/24		593,874
	80,772		5.500%, due 05/01/33		80,845
	35,076		5.500%, due 07/01/33		35,107
	647,758	S	5.500%, due 11/01/33		648,339
	245,339		5.500%, due 11/01/33		245,559
	159,467		5.500%, due 12/01/33		159,610
	390,314		5.500%, due 04/01/34		390,665
	75,666		5.500%, due 10/01/34		75,682
	652,278	S	5.500%, due 11/01/34		652,416
	291,848		5.500%, due 12/01/34		291,909
	681,451	S	5.500%, due 12/01/34		681,595
	334,861		5.500%, due 01/01/35		334,932
	730,125	S	5.500%, due 01/01/35		730,279
	6,886,195	S	5.500%, due 02/01/35		6,887,653
	10,786,839		5.500%, due 02/01/35		10,789,123
	142,544		5.500%, due 04/01/35		142,479
	663,353		5.500%, due 05/01/35		663,052
	2,305,076	S	5.500%, due 05/01/35		2,304,031
	1,264,283		5.500%, due 06/01/35		1,263,709
	736,302		5.500%, due 07/01/35		735,968
	4,849,803		5.500%, due 08/01/35		4,847,604
	6,300,629		5.500%, due 09/01/35		6,297,772
	166,768		5.500%, due 10/01/35		166,693
	852,935		5.500%, due 12/01/35		852,548
	7,000,000	W	5.500%, due 01/12/36		6,992,342
	5,262,193		5.500%, due 03/01/36		5,259,725
	84,279		5.500%, due 04/01/36		84,201
	843,696		5.500%, due 05/01/36		843,314
	806,907		5.500%, due 07/01/36		806,162
	1,000,000	W	5.500%, due 02/12/37		998,281
	6,596,133		5.500%, due 03/01/37		6,590,039
	201,807		5.627%, due 04/01/32		206,743
	21,931		6.000%, due 04/01/17		22,486
	313,597		6.000%, due 06/01/17		321,524
	58,236		6.000%, due 01/01/18		59,708
	32,768		6.000%, due 12/01/18		33,598
	406,400		6.000%, due 04/01/22		415,220
	896,577	S	6.000%, due 06/01/22		916,035
	168,032		6.000%, due 01/01/23		171,679
	287,593		6.000%, due 07/01/36		292,106
	6,046,212		6.000%, due 09/01/36		6,142,046
	5,438,685		6.000%, due 10/01/36		5,524,889
	3,706,083		6.000%, due 11/01/36		3,764,689
	7,671,788		6.000%, due 12/01/36		7,793,387
	11,000,000		6.000%, due 01/11/37		11,170,159
	68,561		6.000%, due 05/01/37		69,638
	3,378,889		6.000%, due 07/01/37		3,431,988
	3,999,601		6.000%, due 08/01/37		4,061,830
	2,187,957		6.000%, due 09/01/37		2,222,341
	12,332,685		6.000%, due 10/01/37		12,524,967
	1,019,011		6.000%, due 11/01/37		1,035,024
	12,105,253		6.000%, due 12/01/37		12,294,065
	5,062,225		6.000%, due 01/01/38		5,141,613
	434,903		6.063%, due 10/01/44		436,737
	125,852		6.341%, due 12/01/36		127,648

See Accompanying Notes to Financial Statements
247

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Federal National Mortgage Corporation (continued)
$	163,401		6.375%, due 04/25/24	$	168,775
	13,861		6.494%, due 02/01/20		14,363
	115,233		6.500%, due 03/01/17		119,240
	38,496		6.500%, due 07/01/29		39,897
	9,300,000	W	6.500%, due 01/15/35		9,560,112
	1,139,504		6.500%, due 09/01/37		1,171,515
	1,500,000		6.500%, due 06/17/38		1,564,554
	1,136,800		6.508%, due 02/01/33		1,144,345
	14,232		7.086%, due 09/01/31		14,393
	3,260,717		7.500%, due 08/25/35		3,387,365
					232,967,222
			Government National Mortgage Association: 0.0%
	41,408	C	5.428%, due 03/16/32		41,651
					41,651
Total U.S. Government Agency Obligations (Cost $335,164,058)					337,272,881
U.S. TREASURY OBLIGATIONS: 0.9%
			U.S. Treasury Bonds: 0.2%
	900,000		4.500%, due 05/15/17		933,117
					933,117
			U.S. Treasury Notes: 0.1%
	500,000	S	3.107%, due 02/28/08		497,710
					497,710
			Treasury Inflation Indexed Protected Securities: 0.6%
	452,304	L	2.000%, due 01/15/14		467,322
	2,175,726	L	2.375%, due 01/15/27		2,301,511
	201,620	L	2.625%, due 07/15/17		217,608
					2,986,441
Total U.S. Treasury Obligations (Cost $4,353,145)					4,417,268
ASSET-BACKED SECURITIES: 2.5%
			Automobile Asset-Backed Securities: 0.0%
	169,550	C	USAA Auto Owner Trust, 5.337%, due 07/11/08		169,729
					169,729
			Credit Card Asset-Backed Securities: 0.4%
	1,700,000	C	First USA Credit Card Master Trust, 5.156%, due 04/18/11		1,700,806
					1,700,806
			Home Equity Asset-Backed Securities: 0.1%
	747,457	C	HFC Home Equity Loan Asset-Backed Certificates, 5.239%, due 01/20/34		731,150
					731,150

Principal Amount				Value
			Other Asset-Backed Securities: 2.0%
$	583,408	C	Countrywide Asset-Backed Certificates, 4.895%, due 01/25/46	$	576,078
	340,255	C	Countrywide Asset-Backed Certificates, 4.915%, due 01/25/37		335,928
	1,463,509	C	Countrywide Asset-Backed Certificates, 4.945%, due 10/25/37		1,422,260
	3,568,730	C	Countrywide Asset-Backed Certificates, 5.045%, due 09/25/36		3,462,558
	545,108	C	JPMorgan Mortgage Acquisition Corp., 4.915%, due 08/25/36		535,822
	772,420	C	JPMorgan Mortgage Acquisition Corp., 4.925%, due 04/01/37		747,619
	489,117	C	Lehman XS Trust, 4.945%, due 07/25/46		485,110
	58,753	C	Long Beach Mortgage Loan Trust, 5.145%, due 10/25/34		56,529
	677,301	C	Morgan Stanley Capital I, 4.915%, due 11/25/36		667,523
	451	#,C,S	Quest Trust, 5.425%, due 06/25/34		451
	1,135,132	C	WAMU Asset-Backed Certificates, 4.915%, due 01/25/37		1,087,582
					9,377,460
Total Asset-Backed Securities (Cost $12,237,768)					11,979,145
COLLATERALIZED MORTGAGE OBLIGATIONS: 10.5%
	502,324	C	Adjustable Rate Mortgage Trust, 4.598%, due 05/25/35		499,401
	671,857	C	American Home Mortgage Investment Trust, 4.390%, due 02/25/45		645,019
	926,196	C	Banc of America Funding Corp., 4.111%, due 05/25/35		914,830
	623,645	C	Banc of America Funding Corp., 6.144%, due 01/20/47		614,648
	743,188	C	Banc of America Mortgage Securities, Inc., 3.994%, due 07/25/33		728,839
	380,452	C	Banc of America Mortgage Securities, Inc., 5.000%, due 05/25/34		363,351
	212,385	C,S	Banc of America Mortgage Securities, Inc., 5.315%, due 01/25/34		212,101
	11,155,903	C	Bear Stearns Adjustable Rate Mortgage Trust, 4.125%, due 03/25/35		11,015,227

See Accompanying Notes to Financial Statements
248

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	754,422	C	Bear Stearns Adjustable Rate Mortgage Trust, 4.750%, due 10/25/35	$	749,551
	1,144,045	C	Bear Stearns Adjustable Rate Mortgage Trust, 5.073%, due 11/25/34		1,142,765
	490,662	C,S	Bear Stearns Alternative-A Trust, 5.368%, due 05/25/35		485,061
	285,097	C	Bear Stearns Alternative-A Trust, 5.527%, due 09/25/35		280,926
	839,273	C	Bear Stearns Alternative-A Trust, 5.811%, due 11/25/36		827,083
	756,842		Bear Stearns Structured Products, Inc., 5.684%, due 01/26/36		748,782
	479,291		Bear Stearns Structured Products, Inc., 5.787%, due 12/26/46		472,357
	901,818	C	Citigroup Mortgage Loan Trust, Inc., 4.679%, due 08/25/35		890,582
	192,464	C	Countrywide Alternative Loan Trust, 5.159%, due 11/20/35		190,645
	1,322,987	C	Countrywide Home Loan Mortgage Pass-Through Trust, 4.726%, due 02/20/35		1,316,161
	727,521	C	Countrywide Home Loan Mortgage Pass-Through Trust, 4.801%, due 11/25/34		722,600
	276,270	C,S	Countrywide Home Loan Mortgage Pass-Through Trust, 5.185%, due 03/25/35		261,781
	1,316,542	#,C,S	Countrywide Home Loan Mortgage Pass-Through Trust, 5.205%, due 06/25/35		1,288,524
	259,039	C	Downey Savings & Loan Association Mortgage Loan Trust, 7.053%, due 07/19/44		262,360
	450,705	C	First Horizon Asset Securities, Inc., 5.372%, due 08/25/35		448,981
	2,095,013	C	Freddie Mac, 6.263%, due 07/25/44		2,094,977
	356,231	C	GMAC Mortgage Corp. Loan Trust, 5.500%, due 09/25/34		356,356
	606,329	C	Greenpoint Mortgage Pass-Through Certificates, 4.381%, due 10/25/33		601,265
	820,970	#	GS Mortgage Securities Corp. II, 5.342%, due 03/06/20		785,169
	940,508	C	GSR Mortgage Loan Trust, 4.539%, due 09/25/35		933,511

Principal Amount				Value
$	123,115	C	GSR Mortgage Loan Trust, 5.298%, due 06/25/34	$	122,783
	7,886	C	GSR Mortgage Loan Trust, 6.000%, due 03/25/32		7,795
	631,460	C	Harborview Mortgage Loan Trust, 5.148%, due 07/19/35		624,110
	301,752	C	Harborview Mortgage Loan Trust, 5.185%, due 05/19/35		285,559
	340,353	C	Indymac Index Mortgage Loan Trust, 5.047%, due 12/25/34		336,843
	1,842,869	C	JPMorgan Mortgage Trust, 4.766%, due 07/25/35		1,825,727
	546,131	C	JPMorgan Mortgage Trust, 5.023%, due 02/25/35		535,411
	692,357	C	MASTR Adjustable Rate Mortgages Trust, 3.786%, due 11/21/34		685,866
	906,174	C	Merrill Lynch Mortgage Investors, Inc., 3.880%, due 05/25/33		898,849
	315,101	C	Merrill Lynch Mortgage Investors, Inc., 5.075%, due 02/25/36		303,475
	242,728	C	MLCC Mortgage Investors, Inc., 5.115%, due 11/25/35		234,755
	164,934	C	MLCC Mortgage Investors, Inc., 5.865%, due 10/25/35		162,072
	887,767	C,S	RAAC Series, 5.000%, due 09/25/34		882,591
	166,418	C,S	Residential Accredit Loans, Inc., 5.265%, due 03/25/33		163,501
	205,453	C	Residential Asset Securitization Trust, 5.265%, due 05/25/33		199,019
	35,878	C,S	Residential Funding Mortgage Security I, 6.500%, due 03/25/32		35,910
	767,836	C	Sequoia Mortgage Trust, 4.080%, due 04/20/35		763,747
	281,934	C,S	Sequoia Mortgage Trust, 5.299%, due 07/20/33		275,236
	1,118,386	C	SLM Student Loan Trust, 5.074%, due 10/27/14		1,116,426
	298,428	C	Structured Adjustable Rate Mortgage Loan Trust, 5.535%, due 08/25/35		296,343
	673,965	C	Structured Asset Mortgage Investments, Inc., 5.215%, due 07/19/35		631,007
	555,174	#,C	Structured Asset Securities Corp., 5.331%, due 10/25/35		550,156
	1,408,450	C	Thornburg Mortgage Securities Trust, 4.985%, due 09/25/46		1,377,342
	993,156	#	Wachovia Bank Commercial Mortgage Trust, 5.108%, due 06/15/20		974,579

See Accompanying Notes to Financial Statements
249

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	227,961	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.175%, due 01/25/45	$	215,864
	551,238	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.405%, due 12/25/27		527,409
	66,771	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.483%, due 02/27/34		65,409
	1,126,360	C	Washington Mutual Mortgage Pass-Through Certificates, 5.883%, due 07/25/46		1,075,978
	1,273,538	C	Washington Mutual Mortgage Pass-Through Certificates, 5.883%, due 08/25/46		1,215,930
	36,623	C	Washington Mutual Mortgage Pass-Through Certificates, 6.188%, due 08/25/42		35,248
	1,450,726	C,S	Wells Fargo Mortgage-Backed Securities Trust, 3.989%, due 12/25/34		1,436,849
	750,247	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.394%, due 05/25/35		740,794
	923,982	C	Wells Fargo Mortgage-Backed Securities Trust, 4.949%, due 01/25/35		914,384
	645,000	C	Wells Fargo Mortgage-Backed Securities Trust, 5.516%, due 08/25/36		639,837
					50,009,657
Total Collateralized Mortgage Obligations (Cost $50,131,436)					50,009,657
MUNICIPAL BONDS: 0.5%
			California: 0.2%
	900,000	C,(I)	Orange County Sanitation District, 6.510%, due 02/01/33		924,678
					924,678
			Louisiana: 0.0%
	100,000	C,S	Tobacco Settlement Financing Corp., 5.875%, due 05/15/39		96,055
					96,055
			Rhode Island: 0.1%
	200,000	C,S	Tobacco Settlement Financing Corp., 6.250%, due 06/01/42		200,520
					200,520

Principal Amount				Value
			Wisconson: 0.2%
$	170,000	C	Badger TOB Asset Securitization Corp., 6.125%, due 06/01/27	$	175,855
	800,000	C,S	Badger TOB Asset Securitization Corp., 6.375%, due 06/01/32		810,816
					986,671
Total Municipal Bonds (Cost $2,156,439)					2,207,924
OTHER BONDS: 0.6%
			Foreign Government Bonds: 0.6%
	600,000	#	Export-Import Bank of China, 4.875%, due 07/21/15		588,341
BRL	2,000,000	L	Federative Republic of Brazil, 10.250%, due 01/10/28		1,084,270
$	250,000		Panama Government International Bond, 8.875%, due 09/30/27		326,250
	84,000		Panama Government International Bond, 9.625%, due 02/08/11		94,710
BRL	900,000		Republic of Brazil, 12.500%, due 01/05/22		566,292
					2,659,863
Total Other Bonds (Cost $2,513,256)					2,659,863
Number of Contracts/ Notional Amount				Value
PURCHASED OPTIONS:1.5%
Options on Exchange-Traded Futures Contracts
	136		Call Option CME 90-Day Eurodollar Future 03/08 Strike @ $95.25- Exp 03/17/08		178,500
	72		Put Option CME 90-Day Eurodollar Future 03/08 Strike @ $91.50- Exp 03/17/08		—
	133		Put Option CME 90-Day Eurodollar Future 03/08 Strike @ $91.75- Exp 03/17/08		—
	90		Put Option CME 90-Day Eurodollar Future 03/08 Strike @ $92.75- Exp 03/17/08		—
	253		Put Option CME 90-Day Eurodollar Future 03/08 Strike @ $93.00- Exp 03/17/08		—
	167		Put Option CME 90-Day Eurodollar Future 3/08 Strike @ $94.625- Exp 03/17/08		376
	357		Put Option CME 90-Day Eurodollar Future 06/08 Strike @ $92.50- Exp 06/16/08		—

See Accompanying Notes to Financial Statements
250

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Number of Contracts/ Notional Amount				Value
Options on Exchange-Traded Futures Contracts (continued)
	70		Put Option CME 90-Day Eurodollar Future 9/08 Strike @ $92.25- Exp 09/15/08	$	—
	612		Put Option CME 90-Day Eurodollar Future 9/08 Strike @ $92.50- Exp 09/15/08		—
	145		Put Option CME 90-Day Eurodollar Future 12/08 Strike @ $92.75- Exp 12/15/08		906
	686		Put Option LIFFE 90-Day Sterling Future 03/08 Strike @ GBP 93.00- Exp 03/19/08		—
	75		Put Option LIFFE 90-Day Sterling Future 12/08 Strike @ GBP 91.50- Exp 12/17/08		—
					179,782
Foreign Currency Options
$	1,400,000	I	Call Option OTC - Citibank USD vs JPY Strike @ 121- Exp 01/18/08		1,082
	3,000,000	I	Call Option OTC - Credit Suisse USD vs JPY Strike @ 104- Exp 03/17/10		156,150
	3,000,000	I	Put Option OTC - Credit Suisse USD vs JPY Strike @ 104- Exp 03/17/10		137,547
					294,779
Interest Rate Swaptions
	10,500,000	I	Call Swaption OTC - Barclay's Bank PLC, London 3 Month USD-LIBOR - Fund Pays Floating Strike @ 4.750%- Exp 02/01/08		80,237
	10,400,000	I	Call Swaption OTC - The Royal Bank of Scotland PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 5.000%- Exp 02/01/08		245,757
	188,500,000	I	Call Swaption OTC - The Royal Bank of Scotland PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 4.750%- Exp 03/31/08		3,854,898
	30,000,000	I	Call Swaption OTC - Lehman Brothers Special Financing Inc. 3 Month USD-LIBOR - Fund Pays Floating Strike @ 4.750%- Exp 09/26/08		636,027

Number of Contracts/
Notional Amount

Value

Interest Rate Swaptions (continued)

26,200,000

Call Swaption OTC - The
Royal Bank of Scotland
PLC 3 Month USD-LIBOR -
Fund Pays Floating
Strike @ 4.750%-
Exp 09/26/08

555,463

9,000,000

Call Swaption OTC - The
Royal Bank of Scotland
PLC 3-month USD-LIBOR -
Fund Pays Floating
Strike @ 4.750%-
Exp 12/15/08

185,738

21,000,000

Call Swaption OTC - The
Royal Bank of Scotland
PLC 3-Month USD-LIBOR -
Fund Pays Floating
Strike @ 5.000%-
Exp 12/15/08

513,056

12,000,000

Call Swaption OTC -
Barclays Bank PLC
3-Month USD-LIBOR -
Fund Pays Floating
Strike @ 5.200%-
Exp 02/02/09

322,695

6,393,871

Total Purchased Options
(Cost $2,007,592)

6,868,432

Total Long-Term Investments
(Cost $538,683,690)

546,429,360

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 3.7%

Commercial Paper: 1.7%

400,000

Fannie Mae,
4.210%, due 01/23/08

398,927

200,000

Swedbank AB, 4.750%,
due 01/11/08

199,710

7,600,000

Swedbank AB, 4.950%,
due 01/24/08

7,574,554

8,173,191

Total Commercial Paper
(Cost $8,173,191)

8,173,191

Securities Lending Collateral^cc: 2.0%

9,478,131

Bank of New York
Mellon Corp. Institutional
Cash Reserves

9,478,131

Total Securities Lending
Collateral
(Cost $9,478,131)

9,478,131

Total Short-Term Investments
(Cost $17,651,322)

17,651,322

Total Investments in Securities (Cost $556,335,012)*	118.4	%	$	564,080,682
Other Assets and Liabilities - Net	(18.4	)		(87,636,120	)
Net Assets	100.0	%	$	476,444,562

@@ Foreign Issuer

MASTR Mortgage Asset Securitization Transaction, Inc.

See Accompanying Notes to Financial Statements
251

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

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 All or a portion of this security is segregated 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, 2007.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

(I) Security represents the underlying municipal obligation of an inverse floating rate obligation, Orange County Sanitation District, 5.870%, due 02/01/33.

I Illiquid Security

BRL Brazillan Real

DKK Danish Krone

* Cost for federal income tax purposes is $557,311,403.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	8,934,829
Gross Unrealized Depreciation		(2,165,550	)
Net Unrealized Appreciation	$	6,769,279

ING PIMCO Total Return Portfolio Open Futures Contracts on December 31, 2007:

Contract Description	Number of Contracts		Notional Market Value ($)			Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
90-Day Eurodollar		881	$	212,001,638		06/16/08	$	2,277,124
90-Day Eurodollar		173		41,740,575		09/15/08		652,484
90-Day Eurodollar		457		110,399,775		12/15/08		1,363,146
90-Day Eurodollar		319		77,062,425		03/16/09		848,980
90-Day Eurodollar		71		17,130,525		06/15/09		222,604
90-Day Eurodollar		46		11,080,250		09/14/09		145,848
90-Day Eurodollar		58		13,946,100		12/14/09		249,062
90-Day Eurodollar		58		13,923,625		03/15/10		229,970
90-Day Sterling		93		21,849,520		03/19/08		78,654
90-Day Sterling		387		91,220,713		06/18/08		293,393
90-Day Sterling		161		38,045,849		09/17/08		387,152
90-Day Sterling		263		62,260,680		12/17/08		664,749
90-Day Sterling		321		76,063,057		03/18/09		948,252
90-Day Sterling		111		26,299,417		06/17/09		304,290
U.S. Treasury 10-Year Note		83		9,411,422		03/19/08		58,034
							$	8,723,742
Short Contracts
U.S. Treasury 2-Year Note		62		(13,035,500	)	03/31/08	$	(45,497	)
U.S. Treasury 5-Year Note		109		(12,020,656	)	03/31/08		(54,449	)
							$	(99,946	)

Principal Amount				Description	Market Value
The following sales commitments were held by PIMCO Total Return at December 31, 2007:
$	(2,800,000	)	W	United States Treasury Note, 3.125%, due 11/30/09	$	(2,803,940	)
	(8,300,000	)	W	United States Treasury Note, 4.500%, due 05/15/17		(8,605,415	)
					$	(11,409,355	)

At December 31, 2007 the following forward foreign currency contracts were outstanding for the ING PIMCO Total Return Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Brazil Real				USD
BRL 41,649	Buy	03/04/08		19,228		23,177	$	3,948
Brazil Real BRL 3,924,130	Buy	03/04/08		1,898,926		2,183,694		284,768
Brazil Real BRL 21,249,036	Buy	07/02/08		10,582,189		11,625,789		1,043,600
Brazil Real BRL 406,670	Buy	07/02/08		220,000		222,498		2,498
Brazil Real BRL 304,893	Buy	03/04/08		171,000		169,666		(1,334	)
Chile Pesos CLP 41,000,000	Buy	03/13/08		77,821		82,206		4,385
Chile Pesos CLP 4,500,000	Buy	03/13/08		8,523		9,023		500
China Yuan Renminbi CNY 3,555,518	Buy	01/10/08		481,386		487,435		6,049
China Yuan Renminbi CNY 4,874,644	Buy	01/10/08		660,521		668,278		7,757
China Yuan Renminbi CNY 3,630,479	Buy	01/10/08		491,535		497,712		6,177
China Yuan Renminbi CNY 3,630,479	Buy	01/10/08		491,815		497,712		5,897
China Yuan Renminbi CNY 5,890,002	Buy	01/10/08		796,000		807,476		11,476
China Yuan Renminbi CNY 4,542,679	Buy	01/10/08		614,000		622,768		8,768
China Yuan Renminbi CNY 4,502,848	Buy	01/10/08		608,000		617,307		9,307
China Yuan Renminbi CNY 4,695,214	Buy	01/10/08		634,000		643,679		9,679
China Yuan Renminbi CNY 2,431,269	Buy	01/10/08		328,395		333,309		4,914
Indonesia Rupiahs IDR 595,687,500	Buy	05/27/08		67,500		62,689		(4,811	)
Indonesia Rupiahs IDR 1,191,375,000	Buy	05/27/08		135,000		125,378		(9,622	)
Indonesia Rupiahs IDR 594,337,500	Buy	05/27/08		67,500		62,547		(4,953	)
India Rupees INR 5,928,400	Buy	05/12/08		140,350		149,533		9,183
India Rupees INR 10,686,800	Buy	05/12/08		252,047		269,555		17,508
India Rupees INR 4,470,505	Buy	05/12/08		106,213		112,760		6,547

See Accompanying Notes to Financial Statements
252

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
India Rupees				USD
INR 5,308,781	Buy	05/12/08		126,369		133,904	$	7,535
India Rupees INR 1,626,060	Buy	08/12/08		41,000		40,923		(77	)
India Rupees INR 1,549,860	Buy	08/12/08		39,000		39,005		5
India Rupees INR 750,500	Buy	08/12/08		19,000		18,888		(112	)
India Rupees INR 832,575	Buy	08/12/08		21,046		20,953		(93	)
Japanese Yen JPY 35,105,000	Buy	02/07/08		316,264		315,583		(681	)
Korea (South) Won KRW 874,176,000	Buy	01/30/08		960,000		936,199		(23,801	)
Korea (South) Won KRW 738,011,300	Buy	01/30/08		811,537		790,374		(21,163	)
Korea (South) Won KRW 16,198	Buy	05/30/08		18		17		—
Korea (South) Won KRW 28,140,802	Buy	05/30/08		30,472		30,279		(193	)
Korea (South) Won KRW 150,363,012	Buy	05/30/08		161,264		161,787		523
Korea (South) Won KRW 288,912,000	Buy	08/04/08		312,000		311,143		(857	)
Korea (South) Won KRW 149,787,388	Buy	05/30/08		160,527		161,168		641
Korea (South) Won KRW 355,203,994	Buy	08/04/08		384,212		382,536		(1,676	)
Korea (South) Won KRW 176,421,207	Buy	08/04/08		191,533		189,996		(1,537	)
Korea (South) Won KRW 838,470,600	Buy	08/04/08		913,367		902,989		(10,377	)
Korea (South) Won KRW 200,904,000	Buy	01/30/08		220,000		215,158		(4,842	)
Korea (South) Won KRW 139,693,400	Buy	01/30/08		154,000		149,605		(4,395	)
Korea (South) Won KRW 58,408,000	Buy	05/30/08		64,754		62,846		(1,908	)
Mexico Pesos MXN 12,562,585	Buy	03/13/08		1,116,228		1,145,152		28,924
Mexico Pesos MXN 1,084,900	Buy	03/13/08		98,497		98,895		397
Mexico Pesos MXN 1,144,900	Buy	03/13/08		104,233		104,364		131
Mexico Pesos MXN 1,177,200	Buy	03/13/08		106,970		107,309		339
Mexico Pesos MXN 1,240,458	Buy	03/13/08		113,000		113,075		75
Mexico Pesos MXN 4,334,335	Buy	03/13/08		395,000		395,100		100
Mexico Pesos MXN 3,232,530	Buy	03/13/08		294,000		294,664		664
Mexico Pesos MXN 2,732,375	Buy	03/13/08		250,000		249,072		(928	)
Mexico Pesos MXN 8,104,664	Buy	07/10/08		721,890		731,613		9,723
Mexico Pesos MXN 2,420,660	Buy	07/10/08		220,000		218,515		(1,485	)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Mexico Pesos				USD
MXN 1,860,610	Buy	03/13/08		172,000		169,605	$	(2,395	)
Mexico Pesos MXN 715,000	Buy	07/10/08		64,715		64,544		(171	)
Malaysia Ringgits MYR 414,125	Buy	05/21/08		125,000		125,704		704
Malaysia Ringgits MYR 446,040	Buy	05/21/08		135,000		135,391		391
Malaysia Ringgits MYR 446,040	Buy	05/21/08		135,000		135,391		391
Malaysia Ringgits MYR 385,548	Buy	05/21/08		114,000		117,029		3,029
Malaysia Ringgits MYR 1,162,770	Buy	05/21/08		343,000		352,948		9,948
Malaysia Ringgits MYR 538,880	Buy	05/21/08		160,000		163,572		3,572
Malaysia Ringgits MYR 996,821	Buy	08/04/08		293,658		302,847		9,189
Norway Krone NOK 5,192,000	Buy	03/06/08		936,626		954,467		17,840
Philippines Pesos PHP 5,758,750	Buy	05/19/08		125,000		138,813		13,813
Philippines Pesos PHP 34,609,200	Buy	05/19/08		755,000		834,246		79,246
Poland Zlotych PLN 804,261	Buy	03/13/08		286,000		326,515		40,515
Poland Zlotych PLN 7,522,003	Buy	07/10/08		2,736,667		3,040,594		303,927
Poland Zlotych PLN 599,242	Buy	07/10/08		230,000		242,230		12,230
Poland Zlotych PLN 440,125	Buy	03/13/08		175,000		178,682		3,682
Poland Zlotych PLN 200,000	Buy	03/13/08		79,949		81,196		1,247
Russia Rubles RUB 4,493,550	Buy	01/11/08		174,000		183,117		9,117
Russia Rubles RUB 3,974,700	Buy	01/11/08		154,237		161,973		7,736
Russia Rubles RUB 11,583,000	Buy	01/11/08		450,000		472,019		22,019
Russia Rubles RUB 8,510,010	Buy	01/11/08		331,000		346,792		15,792
Russia Rubles RUB 739,863	Buy	01/11/08		29,000		30,150		1,150
Russia Rubles RUB 19,722,805	Buy	07/10/08		778,988		801,408		22,420
Russia Rubles RUB 2,039,755	Buy	07/10/08		80,895		82,883		1,988
Russia Rubles RUB 5,752,300	Buy	07/10/08		230,000		233,736		3,736
Russia Rubles RUB 26,377,320	Buy	07/10/08		1,050,262		1,071,804		21,543
Russia Rubles RUB 4,458,600	Buy	01/11/08		180,000		181,693		1,693
Russia Rubles RUB 20,907,000	Buy	11/19/08		842,854		849,526		6,672
Russia Rubles RUR 2,531,100	Buy	01/11/08		98,496		103,145		4,649

See Accompanying Notes to Financial Statements
253

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Russia Rubles				USD
RUR 2,675,200	Buy	01/11/08		104,235		109,017	$	4,782
Russia Rubles RUR 2,758,300	Buy	01/11/08		106,973		112,404		5,431
Russia Rubles RUR 4,100,610	Buy	01/11/08		159,000		167,104		8,104
Russia Rubles RUR 2,909,750	Buy	01/11/08		113,000		118,575		5,575
Singapore Dollars SGD 816,365	Buy	02/20/08		550,000		569,154		19,154
Singapore Dollars SGD 1,018,142	Buy	02/20/08		682,618		709,829		27,210
Singapore Dollars SGD 52,000	Buy	05/22/08		34,736		36,425		1,689
Singapore Dollars SGD 650,226	Buy	05/22/08		434,556		455,476		20,920
Singapore Dollars SGD 648,577	Buy	05/22/08		433,715		454,321		20,606
Singapore Dollars SGD 349,520	Buy	05/22/08		235,272		244,835		9,563
Singapore Dollars SGD 840,821	Buy	05/22/08		576,339		588,986		12,647
Singapore Dollars SGD 644,568	Buy	05/22/08		440,520		451,513		10,993
Singapore Dollars SGD 333,454	Buy	02/20/08		230,000		232,478		2,478
Singapore Dollars SGD 221,914	Buy	02/20/08		154,000		154,714		714
Singapore Dollars SGD 93,000	Buy	02/22/08		65,088		64,838		(250	)
Taiwan New Dollars TWD 1,798,991	Buy	01/28/08		55,939		55,750		(189	)
South Africa Rand ZAR 438,000	Buy	07/10/08		64,697		61,893		(2,804	)
							$	2,159,469
China Yuan Renminbi CNY 5,914,334	Sell	01/10/08		795,311		810,811		(15,500	)
China Yuan Renminbi CNY 23,654,214	Sell	01/10/08		3,181,254		3,242,817		(61,563	)
China Yuan Renminbi CNY 8,184,584	Sell	01/10/08		1,104,383		1,122,046		(17,663	)
Denmark Kroner DKK 17,299,000	Sell	03/06/08		3,406,790		3,394,200		12,591
EURO EUR 4,902,000	Sell	01/17/08		7,180,499		7,169,298		11,201
British Pound Sterling GBP 1,819,000	Sell	01/31/08		3,672,516		3,617,580		54,936
British Pound Sterling GBP 2,137,000	Sell	01/31/08		4,296,065		4,250,010		46,053
British Pound Sterling GBP 343,000	Sell	01/31/08		680,958		682,150		(1,192	)
Mexico Pesos MXN 8,637,892	Sell	03/13/08		781,179		787,394		(6,214	)
New Zealand Dollars NZD 182,000	Sell	01/04/08		141,953		139,990		1,963
Poland Zlotych PLN 751,530	Sell	07/10/08		300,000		303,788		(3,788	)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Poland Zlotych				USD
PLN 124,940	Sell	03/13/08		50,000		50,723	$	(723	)
Poland Zlotych PLN 110,446	Sell	03/13/08		44,545		44,839		(294	)
Poland Zlotych PLN 742,233	Sell	07/10/08		298,109		300,030		(1,921	)
Poland Zlotych PLN 149,000	Sell	03/13/08		60,049		60,491		(442	)
Poland Zlotych PLN 150,169	Sell	03/13/08		60,435		60,966		(531	)
Poland Zlotych PLN 276,831	Sell	03/13/08		111,616		112,388		(772	)
Poland Zlotych PLN 200,000	Sell	03/13/08		80,010		81,196		(1,187	)
Poland Zlotych PLN 433,000	Sell	03/13/08		173,172		175,790		(2,618	)
Poland Zlotych PLN 1,089,000	Sell	07/10/08		434,349		440,203		(5,854	)
Poland Zlotych PLN 1,090,482	Sell	07/10/08		434,576		440,802		(6,226	)
Poland Zlotych PLN 778,000	Sell	07/10/08		310,331		314,488		(4,157	)
Poland Zlotych PLN 778,000	Sell	07/10/08		310,146		314,488		(4,343	)
Poland Zlotych PLN 998,000	Sell	07/10/08		400,281		403,418		(3,137	)
Poland Zlotych PLN 1,694,000	Sell	07/10/08		678,931		684,760		(5,829	)
Poland Zlotych PLN 200,000	Sell	07/10/08		79,626		80,845		(1,219	)
Russia Rubles RUB 3,725,683	Sell	01/11/08		151,759		151,825		(66	)
Russia Rubles RUB 2,821,000	Sell	01/11/08		114,862		114,959		(97	)
Russia Rubles RUB 10,644,000	Sell	01/11/08		433,564		433,754		(190	)
Russia Rubles RUB 10,637,000	Sell	01/11/08		433,544		433,469		75
Russia Rubles RUB 6,210,180	Sell	07/10/08		251,424		252,342		(917	)
Russia Rubles RUB 20,907,000	Sell	01/11/08		852,999		851,982		1,017
							$	(18,607	)

See Accompanying Notes to Financial Statements
254

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

ING PIMCO Total Return Portfolio Credit Default Swap Agreements Outstanding on December 31, 2007:

Counterparty		Reference Entity/Obligation	Buy/Sell Protection	(Pay)/receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG		ABX.HE.A.06-1 Index	Sell		0.540	%	07/25/45	USD	150,000	$	(48,375	)
Goldman Sachs International	I	ABX.HE.A.06-1 Index	Buy		(0.540	)%	07/25/45	USD	500,000		195,625
Merrill Lynch International		ABX.HE.A.06-1 Index	Sell		0.540	%	07/25/45	USD	200,000		(64,000	)
UBS AG		ABX.HE.A.06-1 Index	Sell		0.540	%	07/25/45	USD	150,000		(48,375	)
Lehman Brothers Special Financing Inc.		American International Group 5.600%, 10/18/16	Sell		0.055	%	03/20/08	USD	1,600,000		(2,088	)
Lehman Brothers Special Financing Inc.	I	Bellsouth Corp. 5.200%, 09/15/14	Buy		(0.325	)%	09/20/14	USD	3,500,000		468
Morgan Stanley Capital Services Inc.	I	CDX.EM.3 Index	Sell		2.100	%	06/20/10	USD	900,000		45,480
Citibank N.A., New York		CDX.NA.HY.8 Index (25-35% Tranche)	Sell		2.144	%	06/20/12	USD	500,000		(6,543	)
Merrill Lynch International		CDX.NA.HY.8 Index (25-35% Tranche)	Sell		1.833	%	06/20/12	USD	1,000,000		(25,593	)
Morgan Stanley Capital Services Inc.		CDX.NA.HY.8 Index (25-35% Tranche)	Sell		2.080	%	06/20/12	USD	1,000,000		(15,659	)
Citibank N.A., New York		CDX.NA.HY.8 Index (35-100% Tranche)	Sell		0.401	%	06/20/12	USD	1,000,000		(17,197	)
Morgan Stanley Capital Services Inc.		CDX.NA.IG.5 Index (10-15% Tranche)	Sell		0.460	%	12/20/15	USD	1,400,000		(58,047	)
Goldman Sachs International		CDX.NA.IG.7 Index	Sell		0.650	%	12/20/16	USD	12,900,000		(179,093	)
Deutsche Bank AG	I	CDX.NA.IG.7 Index	Buy		(0.400	)%	12/20/11	USD	7,100,000		134,996
Barclays Bank PLC	I	Citifinancial 6.625%, 06/01/15	Buy		(0.145	)%	06/20/15	USD	400,000		15,163
Morgan Stanley Capital Services Inc.	I	CVS Corp. 5.750%, 08/15/11	Buy		(0.235	)%	09/20/11	USD	2,800,000		7,269
Goldman Sachs International		Ford Motor Credit Co. 7.000%, 10/01/13	Sell		3.850	%	09/20/12	USD	100,000		(9,273	)
Barclays Bank PLC, London		GAZ Capital (GAZPROM) LPN 8.625%, 04/28/34	Sell		1.600	%	12/20/12	USD	1,300,000		(5,079	)
HSBC Bank USA, N.A.		GAZPROM 9.625%, 03/01/13	Sell		0.970	%	11/20/08	USD	600,000		(937	)
Barclays Bank PLC		General Electric Capital Corp. 6.000%, 06/15/12	Sell		0.620	%	03/20/11	USD	1,200,000		2,263
Barclays Bank PLC	I	General Electric Capital Corp. 6.000%, 06/15/12	Sell		0.640	%	12/20/12	USD	1,200,000		(45	)
BNP Paribas		General Motors Corp. 7.125%, 07/15/13	Sell		4.800	%	12/20/12	USD	100,000		(7,965	)
Citibank N.A., New York		General Motors Corp. 7.125%, 07/15/13	Sell		4.600	%	12/20/12	USD	100,000		(8,648	)
Deutsche Bank AG		General Motors Corp. 7.125%, 07/15/13	Sell		4.500	%	12/20/12	USD	100,000		(8,989	)
Deutsche Bank AG		GMAC LLC 6.875%, 08/28/12	Sell		3.200	%	09/20/12	USD	200,000		(25,762	)
Deutsche Bank AG		GMAC LLC 6.875%, 08/28/12	Sell		4.000	%	09/20/12	USD	1,900,000		(200,611	)
Lehman Brothers Special Financing Inc.		GMAC LLC 6.875%, 08/28/12	Sell		6.800	%	12/20/08	USD	200,000		(1,568	)
Merrill Lynch International		GMAC LLC 6.875%, 08/28/12	Sell		1.850	%	09/20/09	USD	1,000,000		(93,004	)
BNP Paribas	I	iTraxx Europe HiVol Series 6 Index	Buy		(0.850	)%	12/20/16	EUR	1,200,000		15,761
Deutsche Bank AG	I	iTraxx Europe HiVol Series 6 Index	Buy		(0.850	)%	12/20/16	EUR	4,500,000		75,616
JPMorgan Chase Bank, N.A.	I	Ivy Lane CDO Ltd. Series 2006-1A Floating Rate, 02/05/46	Buy		(1.600	)%	02/05/46	USD	3,100,000		3,114,769
Barclays Bank PLC		Lehman Brothers Holdings 6.625%, 01/18/12	Sell		0.190	%	09/20/08	USD	1,900,000		(19,107	)
The Royal Bank of Scotland PLC		Lehman Brothers Holdings 6.625%, 01/18/12	Sell		0.300	%	09/20/08	USD	1,300,000		(12,197	)
Citibank N.A., New York		Noble Corp. 5.875%, 06/01/13	Buy		(0.520	)%	06/20/12	USD	1,000,000		(2,268	)
UBS AG	I	Nordstrom Inc. 6.950%, 03/15/28	Buy		(0.370	)%	06/20/17	USD	1,100,000		26,987
The Royal Bank of Scotland PLC		Republic of Indonesia 6.750%, 03/10/14	Sell		0.400	%	12/20/08	USD	200,000		(876	)
Lehman Brothers Special Financing Inc.		Republic of Turkey 11.875%, 01/15/30	Buy		(2.110	)%	10/20/10	USD	100,000		(2,702	)
Morgan Stanley Capital Services Inc.		Republic of Turkey 11.875%, 01/15/30	Buy		(2.200	)%	10/20/10	USD	100,000		(2,938	)
Deutsche Bank AG	I	Reynolds American Inc. 7.625%, 06/01/16	Sell		1.280	%	06/20/17	USD	600,000		10,117
Barclays Bank PLC		Ukraine Government 7.650%, 06/11/13	Sell		0.710	%	12/20/08	USD	100,000		(338	)
Deutsche Bank AG		Ukraine Government 7.650%, 06/11/13	Sell		0.720	%	12/20/08	USD	100,000		(329	)
Citibank N.A., New York	I	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(1.000	)%	06/20/17	USD	1,100,000		13,567
										$	2,790,475

See Accompanying Notes to Financial Statements
255

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

ING PIMCO Total Return Portfolio Interest Rate Swap Agreements Outstanding on December 31, 2007:

Termination
Date

Notional
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate equal to
7.250% and pay a floating
rate based on 3-month
NZD-BBR-FRA
Counterparty:
Citibank N.A., London

06/15/09

NZD

5,200,000

(73,306

)

Receive a fixed rate equal to
7.250% and pay a floating
rate based on 3-month
NZD-BBR-FRA
Counterparty: UBS AG

06/15/09

NZD

21,000,000

(214,757

)

Receive a fixed rate equal to
6.000% and pay a floating
rate based on 6-month
GBP-LIBOR
Counterparty: Goldman
Sachs Capital Markets L.P.

06/19/09

GBP

7,400,000

162,295

Receive a fixed rate equal to
6.000% and pay a floating
rate based on 6-month
GBP-LIBOR
Counterparty: The Royal
Bank of Scotland PLC

06/19/09

GBP

2,100,000

44,853

Receive a fixed rate equal to
7.000% and pay a floating
rate based on 3-month
AUD-BBR-BBSW
Counterparty: UBS AG

09/15/09

AUD

12,900,000

(70,473

)

Receive a fixed rate equal to
5.000% and pay a floating
rate based on 6-month
EUR-Euribor
Counterparty: Deutsche
Bank AG, Frankfurt

12/19/09

EUR

4,200,000

28,481

Receive a fixed rate equal to
6.000% and pay a floating
rate based on 6-month
GBP-LIBOR
Counterparty: Goldman
Sachs Capital Markets L.P.

12/19/09

GBP

800,000

30,158

Receive a fixed rate equal to
4.500% and pay a floating
rate based on 6-month
EUR-EURIBOR
Counterparty: Morgan
Stanley Capital Services Inc.

03/19/10

EUR

2,900,000

9,791

Receive a fixed rate equal to
4.000% and pay a floating
rate based on 3-month
USD-LIBOR
Counterparty:
Barclays Bank PLC

06/18/10

USD

7,300,000

28,748

Receive a fixed rate equal to
4.000% and pay a floating
rate based on 3-month
USD-LIBOR
Counterparty: Deutsche
Bank AG

06/18/10

USD

12,200,000

19,826

		Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 4.000% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Merrill Lynch Capital Services, Inc.	I	06/18/10	USD	22,200,000	$	33,279
Receive a fixed rate equal to 4.000% and pay a floating rate based on 3-month USD-LIBOR Counterparty: The Royal Bank of Scotland PLC	I	06/18/10	USD	14,400,000		35,597
Receive a fixed rate equal to 5.000% and pay a floating rate based on 6-month GBP-LIBOR Counterparty: The Royal Bank of Scotland PLC		09/15/10	GBP	900,000		21,307
Receive a fixed rate equal to 11.980% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Merrill Lynch Capital Services, Inc.		01/02/12	BRL	2,100,000		(25,456	)
Receive a fixed rate equal to 10.575% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: UBS AG, London		01/02/12	BRL	2,900,000		(43,527	)
Receive a fixed rate equal to 1.9475% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: Barclays Bank PLC, London		03/15/12	EUR	1,000,000		(19,300	)
Receive a fixed rate equal to 1.995% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: Goldman Sachs Capital Markets L.P.		03/15/12	EUR	900,000		(13,543	)
Receive a fixed rate equal to 1.965% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: Lehman Brothers Special Financing Inc.		03/15/12	EUR	300,000		(4,832	)
Receive a fixed rate equal to 1.955% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: The Royal Bank of Scotland PLC		03/28/12	EUR	300,000		(5,429	)
Receive a fixed rate equal to 1.960% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: Goldman Sachs Capital Markets L.P.		03/30/12	EUR	300,000		(5,501	)

See Accompanying Notes to Financial Statements
256

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

		Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 1.950% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: The Royal Bank of Scotland PLC		03/30/12	EUR	300,000	$	(5,598	)
Receive a fixed rate equal to 1.960% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: Barclays Bank PLC, London		04/05/12	EUR	200,000		(3,743	)
Receive a fixed rate equal to 1.940% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: BNP Paribas		04/10/12	EUR	500,000		(11,208	)
Receive a fixed rate equal to 1.940% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: The Royal Bank of Scotland PLC		04/10/12	EUR	500,000		(10,285	)
Receive a fixed rate equal to 1.980% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: Barclays Bank PLC, London		04/30/12	EUR	300,000		(5,738	)
Receive a fixed rate equal to 7.000% and pay a floating rate based on 6-month AUD-BBR-BBSW Counterparty: Deutsche Bank AG, Frankfurt		03/20/13	AUD	1,300,000		(33,677	)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 4.000% Counterparty: Merrill Lynch Capital Services, Inc.	I	06/18/13	USD	1,300,000		2,798
Receive a floating rate based on 3-month USD-LIBOR and pay fixed rate equal to 4.000% Counterparty: The Royal Bank of Scotland PLC	I	06/18/13	USD	5,100,000		(34,516	)
Receive a fixed rate equal to 5.000% and pay a floating rate based on 6-month GBP-LIBOR Counterparty: Goldman Sachs Capital Markets L.P.		09/15/15	GBP	900,000		(6,043	)
Receive a fixed rate equal to 8.720% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Citibank N.A., New York	I	09/05/16	MXN	22,900,000		(35,254	)
Receive a fixed rate equal to 8.720% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Merrill Lynch Capital Services, Inc.	I	09/05/16	MXN	9,400,000		(19,537	)

Termination
Date

Notional
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate equal to
8.860% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: Citibank N.A.,
New York

09/12/16

MXN

5,700,000

10,356

Receive a fixed rate equal to
8.170% and pay a floating
rate based on 28-day
MXN-TIIE-BANXICO
Counterparty: Goldman
Sachs Capital Markets L.P.

11/04/16

MXN

20,000,000

(72,711

)

Receive a fixed rate equal to
2.000% and pay a floating
rate based on 6-month
JPY-LIBOR
Counterparty: Barclays
Bank PLC

12/19/17

JPY

50,000,000

11,005

Receive a fixed rate equal to
2.000% and pay a floating
rate based on 6-month
JPY-LIBOR
Counterparty: Deutsche
Bank AG, Frankfurt

12/19/17

JPY

110,000,000

24,555

Receive a floating rate based
on 6-month AUD-BBR-BBSW
and pay a fixed rate equal to
6.500%
Counterparty: Deutsche
Bank AG, Frankfurt

03/20/18

AUD

1,800,000

23,367

Receive a fixed rate equal to
5.000% and pay a floating
rate based on 3-month
USD-LIBOR
Counterparty: Morgan
Stanley Capital Services Inc.

06/18/18

USD

3,600,000

66,126

Receive a fixed rate equal to
5.000% and pay a floating
rate based on 3-month
USD-LIBOR
Counterparty: The Royal
Bank of Scotland PLC

06/18/18

USD

8,700,000

83,680

Receive a floating rate based
on 6-month GBP-LIBOR
and pay a fixed rate
equal to 4.000%
Counterparty: Barclays Bank
PLC, London

12/15/35

GBP

1,100,000

100,976

Receive a floating rate based
on 6-month GBP-LIBOR
and pay a fixed rate
equal to 4.000%
Counterparty: Deutsche
Bank AG

12/15/35

GBP

2,900,000

192,290

Receive a floating rate based on
6-month GBP-LIBOR
and pay a fixed rate
equal to 4.000%
Counterparty: Goldman
Sachs Capital Markets L.P.

12/15/35

GBP

4,900,000

389,414

Receive a floating rate based
on 6-month GBP-LIBOR
and pay a fixed rate
equal to 4.250%
Counterparty: Goldman
Sachs Capital Markets L.P.

06/12/36

GBP

600,000

17,395

See Accompanying Notes to Financial Statements
257

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

	Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 5.500% Counterparty: Goldman Sachs Capital Markets L.P.	12/15/36	GBP	500,000	$	(57,524	)
Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 5.500% Counterparty: The Royal Bank of Scotland PLC	12/15/36	GBP	100,000		(12,098	)
Receive a floating rate based on 6-month GBP-LIBOR and pay a fixed rate equal to 5.000% Counterparty: Goldman Sachs Capital Markets L.P.	12/19/37	GBP	100,000		(14,736	)

		Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5.000% Counterparty: Citibank N.A., New York	I	06/18/38	USD	900,000	$	(24,526	)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5.000% Counterparty: The Royal Bank of Scotland PLC	I	06/18/38	USD	1,800,000		(45,137	)
					$	467,842

ING PIMCO Total Return Portfolio Written Options Open on December 31, 2007:

Options on Exchange-Traded Futures Contracts

Description/Name of Issuer	Exercise Price		Expiration Date	# of Contracts		Premium Received		Value
Call Option CBOT US Treasury 10-Year Note Future 03/08	USD	111	02/22/08		10	$	4,186	$	(28,438	)
Call Option CBOT US Treasury 10-Year Note Future 03/08	USD	112	02/22/08		12		9,711		(25,688	)
Call Option CBOT US Treasury 10-Year Note Future 03/08	USD	114	02/22/08		53		43,687		(59,624	)
Put Option CBOT US Treasury 10-Year Note Future 03/08	USD	110	02/22/08		53		29,041		(13,250	)
						$	86,625	$	(127,000	)
Interest Rate Swaptions

Description	Counterparty	Floating Rate Index/ Underlying Reference Entity	Pay/Receive Floating	Exercise Rate			Expiration Date	Notional Amount		Premium Received		Value
Call - OTC Interest Rate Swap	Barclays Bank PLC, London	3-month USD-LIBOR	Receive		4.900	%	02/01/08	USD	2,300,000	$	28,635	$	(77,146	)
Call - OTC Interest Rate Swap	Barclays Bank PLC, London	3-Month USD-LIBOR	Receive		5.450	%	02/02/09	USD	5,000,000		85,975		(257,699	)
Call - OTC Interest Rate Swap	Lehman Brothers Special Financing, Inc.	3-month USD-LIBOR	Receive		4.950	%	09/26/08	USD	13,000,000		107,263		(481,585	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-month USD-LIBOR	Receive		5.100	%	02/01/08	USD	4,500,000		54,000		(190,190	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-month USD-LIBOR	Receive		4.900	%	03/31/08	USD	73,700,000		978,367		(2,602,744	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-Month USD-LIBOR	Receive		4.950	%	03/31/08	USD	8,000,000		98,400		(297,903	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-Month USD-LIBOR	Receive		4.950	%	09/26/08	USD	11,400,000		93,480		(422,313	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-Month USD LIBOR	Receive		5.000	%	12/15/08	USD	3,000,000		30,900		(119,680	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-Month USD-LIBOR	Receive		5.200	%	12/15/08	USD	7,000,000		58,600		(335,180	)
										$	1,535,620	$	(4,784,440	)

See Accompanying Notes to Financial Statements
258

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 12.6%
			Agriculture: 0.2%
	4,100		Reynolds American, Inc.	$	270,436
					270,436
			Auto Parts & Equipment: 0.2%
	16,900	@	Commercial Vehicle Group, Inc.		245,050
					245,050
			Biotechnology: 0.4%
	18,600	@	Vertex Pharmaceuticals, Inc.		432,078
					432,078
			Building Materials: 1.0%
	13,600		Lennox International, Inc.		563,312
	8,700		Texas Industries, Inc.		609,870
					1,173,182
			Chemicals: 0.9%
	4,600		Air Products & Chemicals, Inc.		453,698
	24,900		RPM International, Inc.		505,470
					959,168
			Computers: 0.3%
	11,700	@	Network Appliance, Inc.		292,032
					292,032
			Electric: 2.6%
	39,900	@	NRG Energy, Inc.		1,729,266
	11,900		Public Service Enterprise Group, Inc.		1,169,056
					2,898,322
			Electrical Components & Equipment: 0.8%
	12,900	@	General Cable Corp.		945,312
					945,312
			Electronics: 1.7%
	11,800	@	FEI Co.		292,994
	5,500	@	Itron, Inc.		527,835
	13,800	@	Thermo Electron Corp.		795,984
	7,900	@@	Tyco Electronics Ltd.		293,327
					1,910,140
			Gas: 0.5%
	17,100		Southern Union Co.		502,056
					502,056
			Healthcare-Products: 0.6%
	11,400	@	Inverness Medical Innovations, Inc.		640,452
					640,452
			Mining: 1.1%
	7,300	@@	Barrick Gold Corp.		306,965
	7,100		Freeport-McMoRan Copper & Gold, Inc.		727,324
	60,000	@,@@	Polymet Mining Corp.		195,000
					1,229,289
			Miscellaneous Manufacturing: 1.1%
	10,000		Cooper Industries Ltd.		528,800
	8,200	@	ESCO Technologies, Inc.		327,508
	5,700		ITT Corp.		376,428
					1,232,736

Value

Oil & Gas: 0.8%

4,341

SandRidge Energy, Inc.

155,668

10,900

Tesoro Petroleum Corp.

519,930

3,900

Valero Energy Corp.

273,117

948,715

Pipelines: 0.2%

3,400

Questar Corp.

183,940

183,940

Telecommunications: 0.2%

5,600

CommScope, Inc.

275,576

275,576

Total Common Stock
(Cost $10,989,153)

14,138,484

REAL ESTATE INVESTMENT TRUSTS: 1.5%

Diversified: 0.1%

4,000

Liberty Property Trust

115,240

115,240

Mortgage: 0.5%

31,800

Annaly Capital
Management, Inc.

578,124

578,124

Office Property: 0.2%

5,100

Mack-Cali Realty Corp.

173,400

173,400

Regional Malls: 0.7%

18,117

General Growth
Properties, Inc.

746,058

746,058

Total Real Estate
Investment Trusts
(Cost $1,834,251)

1,612,822

PREFERRED STOCK: 4.0%

Electric: 0.9%

10,700

CMS Energy Corp.,
4.500%, due 12/31/49

971,025

971,025

Electrical Components & Equipment: 0.7%

2,200

General Cable Corp.,
5.750%, due 11/24/13

809,600

809,600

Mining: 1.4%

675

Freeport-McMoRan Copper &
Gold, Inc.,
5.500%, due 12/31/49

1,499,766

1,499,766

Oil & Gas: 0.7%

13,600

Petroquest Energy, Inc.,
6.875%, due 12/31/49

822,800

822,800

See Accompanying Notes to Financial Statements
259

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Value

Savings & Loans: 0.3%

10,000

Sovereign Capital Trust,
4.375%, due 03/01/34

331,250

331,250

Total Preferred Stock
(Cost $3,709,556)

4,434,441

Principal
Amount

Value

CONVERTIBLE BONDS: 8.0%

Advertising: 0.9%

1,000,000

#,C

Interpublic Group of Cos.,
Inc., 4.250%, due 03/15/23

983,750

983,750

Aerospace/Defense: 0.5%

340,000

EDO Corp., 4.000%,
due 11/15/25

571,324

571,324

Distribution/Wholesale: 0.4%

515,000

WESCO International, Inc.,
1.750%, due 11/15/26

435,819

435,819

Electronics: 1.0%

1,000,000

Newport Corp., 2.500%,
due 02/15/12

876,250

300,000

Vishay Intertechnology,
Inc., 3.625%, due 08/01/23

300,000

1,176,250

Energy-Alternate Sources: 0.4%

465,000

#,C

Diversa Corp., 5.500%,
due 04/01/27

406,875

406,875

Entertainment: 1.0%

555,000

Macrovision Corp.,
2.625%, due 08/15/11

525,863

600,000

Shuffle Master, Inc.,
1.250%, due 04/15/24

546,000

1,071,863

Healthcare-Products: 0.0%

35,000

Inverness Medical
Innovations, Inc.,
3.000%, due 05/15/16

46,856

46,856

Office Property: 0.5%

600,000

#,C

Alexandria Real Estate
Equities, Inc., 3.700%,
due 01/15/27

603,000

603,000

Pharmaceuticals: 1.7%

525,000

BioMarin Pharmaceuticals, Inc.,
1.875%, due 04/23/17

974,531

500,000

#,C

EPIX Pharmaceuticals, Inc.,
3.000%, due 06/15/24

338,750

690,000

MannKind Corp.,
3.750%, due 12/15/13

574,425

1,887,706

Principal Amount				Value
			Regional Malls: 1.1%
$	1,500,000	#,C	General Growth Properties, Inc., 3.980%, due 04/15/27	$	1,218,750
					1,218,750
			Telecommunications: 0.5%
	500,000	#	Anixter International, Inc., 1.000%, due 02/15/13		573,125
					573,125
Total Convertible Bonds (Cost $8,983,816)					8,975,318
CORPORATE BONDS/NOTES: 68.6%
			Advertising: 1.7%
	1,965,000	C	Interpublic Group of Cos., Inc., 7.250%, due 08/15/11		1,908,506
					1,908,506
			Aerospace/Defense: 5.7%
	3,815,000	C	DRS Technologies, Inc., 6.875%, due 11/01/13		3,815,000
	2,500,000	C	Esterline Technologies Corp., 7.750%, due 06/15/13		2,575,000
					6,390,000
			Auto Parts & Equipment: 0.4%
	185,000	#,C	Allison Transmission, Inc., 11.000%, due 11/01/15		168,350
	280,000	&,#,C	Allison Transmission, Inc., 11.250%, due 11/01/15		248,500
					416,850
			Biotechnology: 0.9%
	1,000,000	C	Bio-Rad Laboratories, Inc., 7.500%, due 08/15/13		1,015,000
					1,015,000
			Chemicals: 5.1%
	1,500,000	C	Georgia Gulf Corp., 9.500%, due 10/15/14		1,203,750
	800,000	C	Georgia Gulf Corp., 10.750%, due 10/15/16		540,000
	465,000	@@,#,C	Ineos Group Holdings PLC, 8.500%, due 02/15/16		416,175
	1,550,000		Millennium America, Inc., 7.625%, due 11/15/26		1,263,250
	1,250,000	@@,C	Nova Chemicals Corp., 6.500%, due 01/15/12		1,178,125
	1,200,000	@@,C	Nova Chemicals Ltd., 7.875%, due 09/15/25		1,080,000
					5,681,300
			Coal: 1.0%
	1,205,000	C	Massey Energy Co., 6.875%, due 12/15/13		1,141,738
					1,141,738
			Commercial Services: 1.8%
	250,000		ACE Cash Express, Inc., 8.216%, due 10/05/13		231,875
	348,246		NCO Group, Inc., 8.131%, due 05/15/13		334,606

See Accompanying Notes to Financial Statements
260

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Commercial Services (continued)
$	1,260,000	C	NCO Group, Inc., 9.744%, due 11/15/13	$	1,215,900
	250,000	C	NCO Group, Inc., 11.875%, due 11/15/14		233,750
					2,016,131
			Computers: 0.4%
	520,000	C	Activant Solutions, Inc., 9.500%, due 05/01/16		452,400
					452,400
			Distribution/Wholesale: 2.3%
	750,000	C	Intcomex, Inc., 11.750%, due 01/15/11		772,500
	1,905,000	C	Wesco Distribution, Inc., 7.500%, due 10/15/17		1,781,175
					2,553,675
			Diversified Financial Services: 0.9%
	760,000	C	Altra Industrial Motion, Inc., 9.000%, due 12/01/11		775,200
	250,000	@@,#,C	Redwood Capital X Ltd., 8.430%, due 01/09/09		250,000
					1,025,200
			Electric: 5.8%
	520,000	#,C	Allegheny Energy, Inc., 8.250%, due 04/15/12		557,700
	1,855,000	C	CMS Energy Corp., 6.875%, due 12/15/15		1,885,748
	750,000	@@,#,C	Intergen NV, 9.000%, due 06/30/17		793,125
	286,203		NRG Energy, Inc., 6.484%, due 02/01/13		273,574
	687,670		NRG Energy, Inc., 6.734%, due 02/01/13		657,326
	1,750,000	C	NRG Energy, Inc., 7.250%, due 02/01/14		1,710,625
	675,000	#,C	Texas Competitive Electric Holdings Co., LLC, 10.250%, due 11/01/15		671,625
					6,549,723
			Electrical Components & Equipment: 2.6%
	2,000,000	C	Anixter International, Inc., 5.950%, due 03/01/15		1,812,500
	290,000	C	Belden, Inc., 7.000%, due 03/15/17		284,200
	800,000	C	General Cable Corp., 7.125%, due 04/01/17		788,000
					2,884,700
			Electronics: 1.3%
	1,430,000	C	Itron, Inc., 7.750%, due 05/15/12		1,415,700
					1,415,700
			Energy-Alternate Sources: 0.3%
	400,000	#,C	VeraSun Energy Corp., 9.375%, due 06/01/17		351,000
					351,000

Principal Amount				Value
			Engineering & Construction: 0.7%
$	480,000	#,C	Esco Corp., 8.625%, due 12/15/13	$	482,400
	500,000		Landsource Communities Development, 9.820%, due 02/22/14		287,500
					769,900
			Entertainment: 0.5%
	130,000		New World Gaming Partners, 8.750%, due 07/16/14		119,600
	465,000	#,C	Shingle Springs Tribal Gaming Authority, 9.375%, due 06/15/15		453,375
					572,975
			Hand/Machine Tools: 1.7%
	1,850,000	C	Baldor Electric Co., 8.625%, due 02/15/17		1,914,750
					1,914,750
			Healthcare-Products: 0.1%
	115,000	#,C	Bausch & Lomb, Inc., 9.875%, due 11/01/15		117,013
					117,013
			Healthcare-Services: 0.7%
	800,000	&,#,C	Surgical Care Affiliates, Inc., 8.875%, due 07/15/15		732,000
					732,000
			Holding Companies-Diversified: 0.8%
	1,000,000	C	Leucadia National Corp., 7.125%, due 03/15/17		930,000
					930,000
			Household Products/Wares: 0.5%
	550,000	C	Yankee Acquisition Corp., 9.750%, due 02/15/17		506,000
					506,000
			Insurance: 2.6%
	545,000	#,C	Alliant Holdings I, Inc., 11.000%, due 05/01/15		520,475
	150,000		Alliant Insurance Services, 7.765%, due 08/21/14		144,000
	249,375		Amwins Group, Inc., 7.742%, due 06/11/13		211,969
	700,000	#,C	HUB International Holdings, Inc., 10.250%, due 06/15/15		598,500
	91,503		HUB International Ltd., 7.491%, due 06/13/14		86,814
	408,497		HUB International Ltd., 7.700%, due 06/13/14		387,561
	990,000	C	Presidential Life Corp., 7.875%, due 02/15/09		985,050
					2,934,369
			Investment Companies: 0.7%
	925,000	@@,#,C	Algoma Acquisition Corp., 9.875%, due 06/15/15		763,125
					763,125

See Accompanying Notes to Financial Statements
261

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Leisure Time: 0.6%
$	775,000	#,C	Pegasus Solutions, Inc., 10.500%, due 04/15/15	$	685,875
					685,875
			Machinery-Diversified: 2.3%
	2,500,000	C	Gardner Denver, Inc., 8.000%, due 05/01/13		2,537,500
					2,537,500
			Metal Fabricate/Hardware: 2.7%
	2,500,000	C	Mueller Industries, Inc., 6.000%, due 11/01/14		2,284,375
	880,000	C	Mueller Water Products, 7.375%, due 06/01/17		790,900
					3,075,275
			Mining: 2.1%
	240,000	&,#,C	Noranda Aluminium Acquisition Corp., 8.738%, due 05/15/15		202,800
	2,250,000	@@,C	Novelis, Inc., 7.250%, due 02/15/15		2,126,250
					2,329,050
			Miscellaneous Manufacturing: 0.7%
	405,000	#,C	AGY Holding Corp., 11.000%, due 11/15/14		394,875
	515,000	+,C	Roper Industries, Inc., 1.481% (step rate 0.000%), due 01/15/34		406,206
					801,081
			Oil & Gas: 4.8%
	920,000	C	Cimarex Energy Co., 7.125%, due 05/01/17		908,500
	400,000	#,C	Forest Oil Corp., 7.250%, due 06/15/19		404,000
	1,000,000	C	Frontier Oil Corp., 6.625%, due 10/01/11		1,000,000
	95,000	#,C	Hilcorp Energy I LP, 7.750%, due 11/01/15		93,813
	650,000	#,C	Hilcorp Energy I LP, 9.000%, due 06/01/16		676,000
	600,000		NCO Group, Inc., 8.625%, due 03/15/13		594,000
	850,000	#,C	Parallel Petroleum Corp., 10.250%, due 08/01/14		854,250
	880,000	C	Tesoro Corp., 6.625%, due 11/01/15		875,600
					5,406,163
			Oil & Gas Services: 0.6%
	200,000	C	Complete Production Services, Inc., 8.000%, due 12/15/16		194,500
	500,000	@@,#,C	Sevan Marine ASA, 7.744%, due 05/14/13		496,875
					691,375
			Packaging & Containers: 1.4%
	1,760,000	C	Crown Cork & Seal Co., Inc., 7.375%, due 12/15/26		1,610,400
					1,610,400

Principal Amount				Value
			Pharmaceuticals: 2.5%
$	615,000	C	Omnicare, Inc., 3.250%, due 12/15/35	$	451,256
	2,485,000	C	Valeant Pharmaceuticals International, 7.000%, due 12/15/11		2,401,131
					2,852,387
			Pipelines: 1.4%
	1,200,000	C	Holly Energy Partners LP, 6.250%, due 03/01/15		1,110,000
	450,000	C	TEPPCO Partners LP, 7.000%, due 06/01/67		412,430
					1,522,430
			Real Estate: 3.9%
	2,700,000	C	Forest City Enterprises, Inc., 6.500%, due 02/01/17		2,457,000
	1,915,000	C	Forest City Enterprises, Inc., 7.625%, due 06/01/15		1,857,550
					4,314,550
			Regional Malls: 0.6%
	750,000	#,C	Rouse Co. LP/TRC Co.-Issuer, Inc., 6.750%, due 05/01/13		700,457
					700,457
			Retail: 1.2%
	800,000	C	Brown Shoe Co., Inc., 8.750%, due 05/01/12		820,000
	500,000	C	Sonic Automotive, Inc., 8.625%, due 08/15/13		488,750
					1,308,750
			Shopping Centers: 1.0%
	1,200,000	C	BF Saul Reit, 7.500%, due 03/01/14		1,116,000
					1,116,000
			Software: 1.0%
	1,180,000	#,C	First Data Corp., 9.875%, due 09/24/15		1,098,875
					1,098,875
			Telecommunications: 2.1%
	350,079	@@	BCE, Inc., 7.960%, due 10/31/14		342,338
	700,000	C	Broadview Networks Holdings, Inc., 11.375%, due 09/01/12		733,250
	1,000,000		Corning, Inc., 8.875%, due 08/15/21		1,275,098
	29,921	@@	Telesat Canada, Inc., 7.894%, due 10/31/14		29,260
					2,379,946
			Transportation: 0.5%
	300,000	#,C	Bristow Group, Inc., 7.500%, due 09/15/17		303,000
	305,000	@@,#,C	Kansas City Southern de Mexico SA de CV, 7.375%, due 06/01/14		297,375
					600,375

See Accompanying Notes to Financial Statements
262

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal
Amount

Value

Trucking & Leasing: 0.7%

850,000

Greenbrier Cos., Inc.,
8.375%, due 05/15/15

816,000

816,000

Total Corporate Bonds/Notes
(Cost $80,218,744)

76,888,544

COLLATERALIZED MORTGAGE OBLIGATIONS: 0.8%

1,000,000

#,C

Timberstar Trust,
7.530%, due 10/15/36

872,602

Total Collateralized
Mortgage Obligations
(Cost $1,008,884)

872,602

Total Long-Term Investments
(Cost $106,744,404)

106,922,211

SHORT-TERM INVESTMENTS: 2.8%

U.S. Government Agency Obligations: 2.8%

3,162,000

Federal Home Loan Bank,
3.050%, due 01/02/08

3,161,464

Total Short-Term Investments
(Cost $3,161,464)

3,161,464

Total Investments in Securities (Cost $109,905,868)*	98.3	%	$	110,083,675
Other Assets and Liabilities - Net	1.7			1,938,103
Net Assets	100.0	%	$	112,021,778

@ Non-income producing security

@@ Foreign Issuer

& Payment-in-kind

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

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $109,944,413

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	5,293,625
Gross Unrealized Depreciation		(5,154,363	)
Net Unrealized Appreciation	$	139,262

See Accompanying Notes to Financial Statements
263

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 100.2%
			Advertising: 2.2%
	203,200	@,L	Clear Channel Outdoor Holdings, Inc.	$	5,620,512
	70,900	@,@@,L	Focus Media Holding Ltd. ADR		4,027,829
	104,700	@,L	Lamar Advertising Co.		5,032,929
	170,800		Omnicom Group		8,118,124
					22,799,394
			Aerospace/Defense: 1.5%
	26,400	@,L	Alliant Techsystems, Inc.		3,003,264
	83,700	@@,L	Empresa Brasileira de Aeronautica SA ADR		3,815,883
	117,300		Rockwell Collins, Inc.		8,442,081
					15,261,228
			Airlines: 0.5%
	91,300		Skywest, Inc.		2,451,405
	203,000		Southwest Airlines Co.		2,476,600
					4,928,005
			Auto Parts & Equipment: 0.3%
	68,500		WABCO Holdings, Inc.		3,431,165
					3,431,165
			Banks: 1.8%
	29,200	L	City National Corp.		1,738,860
	60,500	L	East-West Bancorp., Inc.		1,465,915
	54,200	L	First Horizon National Corp.		983,730
	118,700		Northern Trust Corp.		9,090,046
	44,800	@,L	SVB Financial Group		2,257,920
	66,600		Synovus Financial Corp.		1,603,728
	104,400		UCBH Holdings, Inc.		1,478,304
					18,618,503
			Beverages: 0.4%
	61,600		Brown-Forman Corp.		4,565,176
					4,565,176
			Biotechnology: 3.1%
	55,700	@	Celgene Corp.		2,573,897
	80,100	@,L	Charles River Laboratories International, Inc.		5,270,580
	68,000	@	Genzyme Corp.		5,061,920
	61,300	@,L	Illumina, Inc.		3,632,638
	55,600	@,L	Integra LifeSciences Holdings Corp.		2,331,308
	53,100	@,L	Invitrogen Corp.		4,960,071
	55,100	@,L	Martek Biosciences Corp.		1,629,858
	41,200	@,L	Millipore Corp.		3,015,016
	96,900	@,@@,L	Qiagen NV		2,039,745
	69,800	@,L	Vertex Pharmaceuticals, Inc.		1,621,454
					32,136,487
			Chemicals: 0.7%
	100,300		Ecolab, Inc.		5,136,363
	39,400		Sigma-Aldrich Corp.		2,151,240
					7,287,603
			Coal: 1.6%
	78,500	L	Arch Coal, Inc.		3,527,005
	101,400		Consol Energy, Inc.		7,252,128
	122,600		Foundation Coal Holdings, Inc.		6,436,500
					17,215,633

Shares				Value
			Commercial Services: 6.1%
	72,000	@	Apollo Group, Inc.-Class A	$	5,050,800
	55,700	L	Corporate Executive Board Co.		3,347,570
	68,500	L	DeVry, Inc.		3,559,260
	76,600	L	Equifax, Inc.		2,785,176
	89,700	L	H&R Block, Inc.		1,665,729
	107,100	@,L	Iron Mountain, Inc.		3,964,842
	36,100	@,L	ITT Educational Services, Inc.		3,078,247
	50,000		Manpower, Inc.		2,845,000
	48,000		McKesson Corp.		3,144,480
	120,600	@,L	Monster Worldwide, Inc.		3,907,440
	168,500	L	Moody's Corp.		6,015,450
	233,400	@,L	Quanta Services, Inc.		6,124,416
	95,100	@@	Ritchie Bros. Auctioneers, Inc.		7,864,770
	142,600		Robert Half International, Inc.		3,855,904
	62,500	@,L	Vistaprint Ltd.		2,678,125
	166,900		Western Union Co.		4,052,332
					63,939,541
			Computers: 3.3%
	94,600	@,L	Cadence Design Systems, Inc.		1,609,146
	183,200	@	Cognizant Technology Solutions Corp.		6,217,808
	26,500	@,L	DST Systems, Inc.		2,187,575
	81,000		Factset Research Systems, Inc.		4,511,700
	86,100		Jack Henry & Associates, Inc.		2,095,674
	62,500	@,@@,L	Logitech International		2,290,000
	288,100	@,L	Network Appliance, Inc.		7,190,976
	117,600	@,L	Perot Systems Corp.		1,587,600
	190,900		Seagate Technology, Inc.		4,867,950
	70,800	@	Synopsys, Inc.		1,835,844
					34,394,273
			Cosmetics/Personal Care: 0.7%
	176,600		Avon Products, Inc.		6,980,998
					6,980,998
			Distribution/Wholesale: 0.7%
	79,800	L	Fastenal Co.		3,225,516
	49,700		WW Grainger, Inc.		4,349,744
					7,575,260
			Diversified Financial Services: 5.0%
	34,700	@,L	Affiliated Managers Group, Inc.		4,075,862
	28,900	L	Bear Stearns Cos., Inc.		2,550,425
	20,700		Blackrock, Inc.		4,487,760
	100,400	L	Eaton Vance Corp.		4,559,164
	86,000		Federated Investors, Inc.		3,539,760
	77,300	@,L	Interactive Brokers Group, Inc.		2,498,336
	42,500	@	IntercontinentalExchange, Inc.		8,181,250
	100,100	L	Janus Capital Group, Inc.		3,288,285
	119,100	@@,L	Lazard Ltd.		4,844,988
	26,600		Legg Mason, Inc.		1,945,790
	73,800	L	Nymex Holdings, Inc.		9,860,418
	70,000	L	OptionsXpress Holdings, Inc.		2,367,400
					52,199,438
			Electric: 1.1%
	235,500	@	AES Corp.		5,037,345
	269,600	@	Reliant Resources, Inc.		7,074,304
					12,111,649

See Accompanying Notes to Financial Statements
264

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Electrical Components & Equipment: 0.6%
	89,450	W	Ametek, Inc.	$	4,189,838
	32,400	@,L	General Cable Corp.		2,374,272
					6,564,110
			Electronics: 2.5%
	63,500	L	Applera Corp.-Applied Biosystems Group		2,153,920
	156,500	@,L	Cogent, Inc.		1,744,975
	44,700	@,L	Cymer, Inc.		1,740,171
	55,900	@	Dolby Laboratories, Inc.		2,779,348
	78,200	@,L	Flir Systems, Inc.		2,447,660
	128,000		Gentex Corp.		2,274,560
	58,600	@,L	II-VI, Inc.		1,790,230
	200,400		Jabil Circuit, Inc.		3,060,108
	70,600		National Instruments Corp.		2,353,098
	69,000	@,L	Waters Corp.		5,455,830
					25,799,900
			Engineering & Construction: 2.6%
	59,800		Fluor Corp.		8,714,056
	59,300	@,@@	Foster Wheeler Ltd.		9,192,686
	159,600	@	McDermott International, Inc.		9,421,187
					27,327,929
			Entertainment: 0.8%
	68,200	@	DreamWorks Animation SKG, Inc.		1,741,828
	153,800		International Game Technology		6,756,434
					8,498,262
			Environmental Control: 1.1%
	222,300		Republic Services, Inc.		6,969,105
	77,300	@,L	Stericycle, Inc.		4,591,620
					11,560,725
			Food: 1.2%
	78,700	L	Hershey Co.		3,100,780
	116,700		McCormick & Co., Inc.		4,424,097
	89,950		WM Wrigley Jr. Co.		5,266,573
					12,791,450
			Healthcare-Products: 5.6%
	103,900	@,L	American Medical Systems Holdings, Inc.		1,502,394
	62,400	@,L	Arthrocare Corp.		2,998,320
	26,600		Becton Dickinson & Co.		2,223,228
	60,900		CR Bard, Inc.		5,773,320
	58,100		Densply International, Inc.		2,615,662
	38,200	@,L	Edwards Lifesciences Corp.		1,756,818
	51,700	@	Gen-Probe, Inc.		3,253,481
	53,000	@,L	Henry Schein, Inc.		3,254,200
	42,000	@,L	Hologic, Inc.		2,882,880
	17,000	@,L	Intuitive Surgical, Inc.		5,516,500
	56,500	@	Masimo Corp.		2,228,925
	53,900	@,L	Patterson Cos., Inc.		1,829,905
	76,800	@,L	Resmed, Inc.		4,034,304
	183,700	@	St. Jude Medical, Inc.		7,465,568
	62,000	@,L	Techne Corp.		4,095,100
	52,700	@,L	Varian Medical Systems, Inc.		2,748,832
	62,300	@	Zimmer Holdings, Inc.		4,121,145
					58,300,582

Shares				Value
			Healthcare-Services: 3.0%
	83,350	@	Coventry Health Care, Inc.	$	4,938,488
	34,400	@	DaVita, Inc.		1,938,440
	92,200	@	Health Net, Inc.		4,453,260
	60,300	@,L	Healthways, Inc.		3,523,932
	78,700	@	Humana, Inc.		5,926,897
	54,900	@,L	Laboratory Corp. of America Holdings		4,146,597
	94,700	@,L	Lincare Holdings, Inc.		3,329,652
	64,000		Quest Diagnostics		3,385,600
					31,642,866
			Home Builders: 0.8%
	45,900	L	Centex Corp.		1,159,434
	41,000	L	KB Home		885,600
	59,000	L	Lennar Corp.		1,055,510
	68,200	L	Pulte Homes, Inc.		718,828
	47,400	L	Thor Industries, Inc.		1,801,674
	65,000	@,L	Toll Brothers, Inc.		1,303,900
	53,600	L	Winnebago Industries		1,126,672
					8,051,618
			Household Products/Wares: 0.5%
	35,800	L	Avery Dennison Corp.		1,902,412
	51,000		Clorox Co.		3,323,670
					5,226,082
			Insurance: 3.1%
	67,900	L	AMBAC Financial Group, Inc.		1,749,783
	42,100		AON Corp.		2,007,749
	47,400	@,@@	Arch Capital Group Ltd.		3,334,590
	41,500		Assurant, Inc.		2,776,350
	60,400	@@	Axis Capital Holdings Ltd.		2,353,788
	79,100		Brown & Brown, Inc.		1,858,850
	148,000		Cigna Corp.		7,952,040
	4,400	@	Markel Corp.		2,160,840
	49,000	L	MBIA, Inc.		912,870
	78,600	@	Philadelphia Consolidated Holding Co.		3,092,910
	40,500	@@,L	RenaissanceRe Holdings Ltd.		2,439,720
	43,700	@@	Willis Group Holdings Ltd.		1,659,289
					32,298,779
			Internet: 2.3%
	6,700	@,@@	Baidu.com ADR		2,615,613
	55,600	@	Digital River, Inc.		1,838,692
	150,700	@,L	Expedia, Inc.		4,765,134
	90,200	@,L	F5 Networks, Inc.		2,572,504
	84,000	@	McAfee, Inc.		3,150,000
	54,100	@,@@,L	Sina Corp.		2,397,171
	138,300	@	Symantec Corp.		2,232,162
	121,800	@,L	VeriSign, Inc.		4,580,898
					24,152,174
			Iron/Steel: 0.8%
	105,400	L	Carpenter Technology Corp.		7,922,918
					7,922,918
			Leisure Time: 1.0%
	123,800	L	Harley-Davidson, Inc.		5,782,698
	41,500	L	Royal Caribbean Cruises Ltd.		1,761,260
	76,350	@,L	WMS Industries, Inc.		2,797,464
					10,341,422

See Accompanying Notes to Financial Statements
265

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Lodging: 2.0%
	44,500		Boyd Gaming Corp.	$	1,516,115
	92,000		Choice Hotels International, Inc.		3,054,400
	164,000		Marriott International, Inc.		5,605,520
	193,200	@,@@,L	Melco PBL Entertainment Macau Ltd. ADR		2,233,392
	92,000		Starwood Hotels & Resorts Worldwide, Inc.		4,050,760
	38,600	@	Wynn Resorts Ltd.		4,328,218
					20,788,405
			Machinery-Construction & Mining: 0.7%
	79,500		Joy Global, Inc.		5,232,690
	33,000	@	Terex Corp.		2,163,810
					7,396,500
			Machinery-Diversified: 0.7%
	70,600		Graco, Inc.		2,630,556
	86,200		IDEX Corp.		3,114,406
	55,800	@,L	Zebra Technologies Corp.		1,936,260
					7,681,222
			Media: 2.3%
	76,600	@,L	Cablevision Systems Corp.		1,876,700
	21,200	@,@@,L	Central European Media Enterprises Ltd.		2,458,776
	117,600	@,@@,L	CTC Media, Inc.		3,551,520
	152,800		McGraw-Hill Cos., Inc.		6,694,168
	37,400		Meredith Corp.		2,056,252
	122,600	@@	Shaw Communications, Inc.-Class B		2,903,168
	75,400	@@,L	WPP Group PLC ADR		4,847,466
					24,388,050
			Metal Fabricate/Hardware: 0.9%
	66,100		Precision Castparts Corp.		9,168,070
					9,168,070
			Mining: 0.3%
	50,000	@@,L	Agnico-Eagle Mines Ltd.		2,731,500
					2,731,500
			Miscellaneous Manufacturing: 1.3%
	105,300	L	Donaldson Co., Inc.		4,883,814
	43,100		ITT Corp.		2,846,324
	45,800		Pall Corp.		1,846,656
	66,500		Roper Industries, Inc.		4,158,910
					13,735,704
			Office Furnishings: 0.2%
	48,400	L	HNI, Corp.		1,696,904
					1,696,904
			Oil & Gas: 3.4%
	51,400	@,L	Bill Barrett Corp.		2,152,118
	54,200		Cabot Oil & Gas Corp.		2,188,054
	224,500	@,@@,L	Compton Petroleum Corp.		2,065,400
	41,600	L	Diamond Offshore Drilling		5,907,200
	84,500	@,L	Mariner Energy, Inc.		1,933,360
	93,000		Murphy Oil Corp.		7,890,120
	75,000	@,@@,L	Nabors Industries Ltd.		2,054,250
	75,250	@,L	SandRidge Energy, Inc.		2,698,465
	95,200	@,L	Ultra Petroleum Corp.		6,806,800
	40,250		XTO Energy, Inc.		2,067,240
					35,763,007

Shares				Value
			Oil & Gas Services: 4.4%
	84,900		BJ Services Co.	$	2,059,674
	189,400	@,L	Cameron International Corp.		9,115,822
	61,600	@,L	Core Laboratories NV		7,682,752
	143,700	@	FMC Technologies, Inc.		8,147,790
	125,000		Smith International, Inc.		9,231,250
	69,200	@,L	Tetra Technologies, Inc.		1,077,444
	129,100	@	Weatherford International Ltd.		8,856,260
					46,170,992
			Pharmaceuticals: 3.2%
	94,300	@,L	Alkermes, Inc.		1,470,137
	133,664		Allergan, Inc.		8,586,575
	47,500	@,L	Amylin Pharmaceuticals, Inc.		1,757,500
	70,600	@,L	Cephalon, Inc.		5,066,256
	152,400	@,@@,L	Elan Corp. PLC ADR		3,349,752
	101,800	@	Express Scripts, Inc.		7,431,400
	132,300	@,L	Medarex, Inc.		1,378,566
	47,000	@,L	Sepracor, Inc.		1,233,750
	58,000	@,L	Theravance, Inc.		1,131,000
	127,200	@,L	Warner Chilcott Ltd.		2,255,256
					33,660,192
			Pipelines: 0.7%
	218,100		Williams Cos., Inc.		7,803,618
					7,803,618
			Retail: 5.5%
	43,000		Advance Auto Parts, Inc.		1,633,570
	59,100	@,L	AnnTaylor Stores Corp.		1,510,596
	129,500	@,L	Bed Bath & Beyond, Inc.		3,806,005
	209,000	@	Coach, Inc.		6,391,220
	65,400	@,L	Dick's Sporting Goods, Inc.		1,815,504
	99,000	L	Family Dollar Stores, Inc.		1,903,770
	41,600		Men's Wearhouse, Inc.		1,122,368
	65,100	@,L	O'Reilly Automotive, Inc.		2,111,193
	36,600	@,L	Panera Bread Co.		1,311,012
	83,300	L	Petsmart, Inc.		1,960,049
	125,000		Ross Stores, Inc.		3,196,250
	137,955		Staples, Inc.		3,182,622
	110,400	L	Tiffany & Co.		5,081,712
	86,050	@@	Tim Hortons, Inc.		3,177,827
	196,800		TJX Cos., Inc.		5,654,064
	36,100	@,L	Tractor Supply Co.		1,297,434
	72,500	@,L	Urban Outfitters, Inc.		1,976,350
	103,000	L	Williams-Sonoma, Inc.		2,667,700
	221,600		Yum! Brands, Inc.		8,480,632
					58,279,878
			Semiconductors: 6.6%
	274,100		Altera Corp.		5,295,612
	166,800		Analog Devices, Inc.		5,287,560
	230,850	@	Broadcom Corp.		6,034,419
	121,400	@	Fairchild Semiconductor International, Inc.		1,751,802
	133,500	@	Integrated Device Technology, Inc.		1,509,885
	81,300		Intersil Corp.		1,990,224
	31,800		KLA-Tencor Corp.		1,531,488
	39,000	@	Lam Research Corp.		1,685,970
	167,700	L	Linear Technology Corp.		5,337,891
	233,000	@,@@,L	Marvell Technology Group Ltd.		3,257,340
	171,100		Maxim Integrated Products		4,530,728
	86,600	@	MEMC Electronic Materials, Inc.		7,663,234

See Accompanying Notes to Financial Statements
266

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Semiconductors (continued)
	176,500	L	Microchip Technology, Inc.	$	5,545,630
	200,300		National Semiconductor Corp.		4,534,792
	189,400	@,L	ON Semiconductor Corp.		1,681,872
	180,800	@	QLogic Corp.		2,567,360
	74,700	@,L	Silicon Laboratories, Inc.		2,796,021
	113,400	@	Teradyne, Inc.		1,172,556
	239,300		Xilinx, Inc.		5,233,491
					69,407,875
			Software: 6.7%
	209,980	@	Activision, Inc.		6,236,406
	150,900	@,L	American Reprographics Co.		2,486,832
	151,300	@	Autodesk, Inc.		7,528,688
	92,100	@	Citrix Systems, Inc.		3,500,721
	28,000		Dun & Bradstreet Corp.		2,481,640
	143,900	@	Electronic Arts, Inc.		8,405,199
	39,700		Fidelity National Information Services, Inc.		1,651,123
	46,800	@	Fiserv, Inc.		2,596,932
	46,700		Global Payments, Inc.		2,172,484
	174,000	@,L	Intuit, Inc.		5,500,140
	193,300		Paychex, Inc.		7,001,326
	386,600	@,L	Red Hat, Inc.		8,056,744
	72,400	@,L	Salesforce.com, Inc.		4,538,756
	148,400	@@,L	Satyam Computer Services Ltd. ADR		3,965,248
	65,300		SEI Investments Co.		2,100,701
	77,600	@,L	THQ, Inc.		2,187,544
					70,410,484
			Telecommunications: 4.2%
	184,400	@	American Tower Corp.		7,855,440
	180,700	@,L	Crown Castle International Corp.		7,517,120
	122,300	@,L	Foundry Networks, Inc.		2,142,696
	160,300	@,L	JDS Uniphase Corp.		2,131,990
	184,600	@	Juniper Networks, Inc.		6,128,720
	95,100	@,L	Leap Wireless International, Inc.		4,435,464
	125,000	@,L	MetroPCS Communications, Inc.		2,431,250
	64,100	@,L	NeuStar, Inc.		1,838,388
	78,000	@	NII Holdings, Inc.		3,768,960
	178,950	@,L	SBA Communications Corp.		6,055,668
					44,305,696
			Textiles: 0.2%
	73,600		Cintas Corp.		2,474,432
					2,474,432
			Toys/Games/Hobbies: 0.2%
	117,100		Mattel, Inc.		2,229,584
					2,229,584
			Transportation: 1.8%
	117,700		CH Robinson Worldwide, Inc.		6,369,924
	131,000		Expeditors International Washington, Inc.		5,853,080
	122,900		Landstar System, Inc.		5,180,235
	96,200	@@	UTI Worldwide, Inc.		1,885,520
					19,288,759
Total Common Stock (Cost $896,531,530)					1,051,304,042

Value

SHORT-TERM INVESTMENTS: 28.7%

Mutual Fund: 0.2%

1,746,793

Reserve Investment Fund

1,746,793

Total Mutual Fund
(Cost $1,746,793)

1,746,793

Principal
Amount

Value

Securities Lending Collateral^cc: 28.5%

299,744,758

Bank of New York Mellon Corp.
Institutional Cash Reserves

299,744,758

Total Securities Lending Collateral
(Cost $299,744,758)

299,744,758

Total Short-Term Investments
(Cost $301,491,551)

301,491,551

Total Investments in Securities (Cost $1,198,023,081)*	128.9	%	$	1,352,795,593
Other Assets and Liabilities - Net	(28.9	)		(303,310,601	)
Net Assets	100.0	%	$	1,049,484,992

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

L Loaned security, a portion or all of the security is on loan at December 31, 2007.

* Cost for federal income tax purposes is $1,200,173,900

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	223,378,188
Gross Unrealized Depreciation		(70,756,495	)
Net Unrealized Appreciation	$	152,621,693

See Accompanying Notes to Financial Statements
267

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
GROWTH EQUITY PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 97.3%
			Aerospace/Defense: 0.9%
	171,200		General Dynamics Corp.	$	15,235,088
					15,235,088
			Airlines: 0.7%
	971,200	L	Southwest Airlines Co.		11,848,640
					11,848,640
			Banks: 2.7%
	125,900	@@	Erste Bank der Oesterreichischen Sparkassen AG		8,889,569
	124,200		Northern Trust Corp.		9,511,236
	314,900		State Street Corp.		25,569,880
					43,970,685
			Beverages: 1.3%
	95,300	@@	InBev NV		7,922,383
	170,500		PepsiCo, Inc.		12,940,950
					20,863,333
			Biotechnology: 1.2%
	75,658	@,L	Celgene Corp.		3,496,156
	251,800	@	Genentech, Inc.		16,888,226
					20,384,382
			Chemicals: 1.3%
	136,900		Monsanto Co.		15,290,361
	70,800		Praxair, Inc.		6,280,668
					21,571,029
			Commercial Services: 2.5%
	486,700	@@,L	Accenture Ltd.		17,535,801
	135,500		McKesson Corp.		8,876,605
	400,331	L	Moody's Corp.		14,291,817
					40,704,223
			Computers: 3.5%
	203,900	@	Apple, Inc.		40,388,512
	361,400	@	Dell, Inc.		8,857,914
	477,100	@,L	EMC Corp.		8,840,663
					58,087,089
			Cosmetics/Personal Care: 1.3%
	285,080		Procter & Gamble Co.		20,930,574
					20,930,574
			Distribution/Wholesale: 0.2%
	92,200	L	Fastenal Co.		3,726,724
					3,726,724
			Diversified Financial Services: 6.1%
	135,400		American Express Co.		7,043,508
	37,100	L	Blackrock, Inc.		8,043,280
	888,900	@,@@	Bovespa Holding SA		17,128,803
	532,900		Charles Schwab Corp.		13,615,595
	16,900	L	CME Group, Inc.		11,593,400
	131,700	L	Franklin Resources, Inc.		15,070,431
	47,100		Goldman Sachs Group, Inc.		10,128,855
	128,720	@@	Housing Development Finance Corp.		9,295,502
	87,900		Morgan Stanley		4,668,369
	271,700	@@	Redecard SA		4,396,045
					100,983,788

Shares				Value
			Electric: 0.7%
	549,200	@	AES Corp.	$	11,747,388
					11,747,388
			Electrical Components & Equipment: 0.9%
	108,600	@@	Schneider Electric SA		14,709,210
					14,709,210
			Electronics: 0.6%
	765,880	@@	HON HAI Precision Industry GDR		9,454,975
					9,454,975
			Engineering & Construction: 1.5%
	114,500	@,@@,L	Foster Wheeler Ltd.		17,749,790
	127,800	@	McDermott International, Inc.		7,544,034
					25,293,824
			Entertainment: 0.7%
	263,000		International Game Technology		11,553,590
					11,553,590
			Food: 1.7%
	76,400	@@	Groupe Danone		6,847,258
	354,500		Sysco Corp.		11,063,945
	256,200	L	Whole Foods Market, Inc.		10,452,960
					28,364,163
			Healthcare-Products: 4.6%
	68,800	@@	Alcon, Inc.		9,841,152
	121,000		Becton Dickinson & Co.		10,113,180
	248,550	@@	Covidien Ltd.		11,008,280
	410,400		Medtronic, Inc.		20,630,808
	169,000	@,L	St. Jude Medical, Inc.		6,868,160
	134,300		Stryker Corp.		10,034,896
	115,800	@	Zimmer Holdings, Inc.		7,660,170
					76,156,646
			Healthcare-Services: 4.5%
	395,300		Aetna, Inc.		22,820,669
	113,600	@	Humana, Inc.		8,555,216
	178,900	@,L	Laboratory Corp. of America Holdings		13,512,317
	339,100	@	WellPoint, Inc.		29,749,243
					74,637,445
			Home Furnishings: 0.3%
	74,200		Harman International Industries, Inc.		5,469,282
					5,469,282
			Household Products/Wares: 0.4%
	105,770	@@	Reckitt Benckiser PLC		6,146,303
					6,146,303
			Insurance: 1.9%
	126,700	L	Assurant, Inc.		8,476,230
	183,700		Cigna Corp.		9,870,201
	144,600		Prudential Financial, Inc.		13,453,584
					31,800,015

See Accompanying Notes to Financial Statements
268

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
GROWTH EQUITY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Internet: 6.6%
	185,300	@,L	Amazon.com, Inc.	$	17,166,192
	100,000	@@	B2W Companhia Global Do Varejo		3,988,764
	331,240	@,L	Expedia, Inc.		10,473,809
	74,800	@	Google, Inc.-Class A		51,722,704
	524,900	@,L	VeriSign, Inc.		19,741,489
	228,300	@,L	Yahoo!, Inc.		5,310,258
					108,403,216
			Lodging: 1.2%
	88,600	@,L	Las Vegas Sands Corp.		9,130,230
	216,500		Marriott International, Inc.		7,399,970
	33,300	@	MGM Mirage		2,797,866
					19,328,066
			Machinery-Construction & Mining: 0.3%
	84,000		Joy Global, Inc.		5,528,880
					5,528,880
			Machinery-Diversified: 0.5%
	84,000		Deere & Co.		7,822,080
					7,822,080
			Media: 3.8%
	109,500	@,L	EchoStar Communications Corp.		4,130,340
	486,700		McGraw-Hill Cos., Inc.		21,322,327
	434,500	@@	Naspers Ltd.		10,299,297
	397,100	@@,L	Rogers Communications, Inc.		17,968,775
	337,000	@@	Shaw Communications, Inc.-Class B		7,980,160
					61,700,899
			Mining: 1.8%
	540,800	@@	BHP Billiton Ltd.		18,905,304
	102,700		Freeport-McMoRan Copper & Gold, Inc.		10,520,588
					29,425,892
			Miscellaneous Manufacturing: 5.7%
	369,100		Danaher Corp.		32,384,834
	1,668,000		General Electric Co.		61,832,760
					94,217,594
			Oil & Gas: 3.4%
	129,600		EOG Resources, Inc.		11,566,800
	141,338		ExxonMobil Corp.		13,241,957
	106,900	L	Murphy Oil Corp.		9,069,396
	272,415	@@,L	Total SA		22,556,086
					56,434,239
			Oil & Gas Services: 3.5%
	232,200	L	Baker Hughes, Inc.		18,831,420
	400,100		Schlumberger Ltd.		39,357,837
					58,189,257
			Pharmaceuticals: 4.3%
	229,800	L	Allergan, Inc.		14,762,352
	434,200	@	Gilead Sciences, Inc.		19,977,542
	120,600	@	Medco Health Solutions, Inc.		12,228,840
	137,600		Merck & Co., Inc.		7,995,936
	39,239	@@	Roche Holding AG		6,783,080
	310,900		Schering-Plough Corp.		8,282,376
					70,030,126

Shares				Value
			Real Estate: 0.9%
	522,000	@@	DLF Ltd.	$	14,091,273
					14,091,273
			Retail: 6.5%
	190,700	@,L	Bed Bath & Beyond, Inc.		5,604,673
	236,700	L	Costco Wholesale Corp.		16,512,192
	963,126		CVS Caremark Corp.		38,284,259
	202,700	@	Kohl's Corp.		9,283,660
	217,200	@@	Lojas Renner SA		4,392,809
	123,084		Target Corp.		6,154,200
	307,100	L	Walgreen Co.		11,694,368
	402,300		Yum! Brands, Inc.		15,396,021
					107,322,182
			Semiconductors: 1.5%
	332,400		Intel Corp.		8,861,784
	809,100	@,@@,L	Marvell Technology Group Ltd.		11,311,218
	166,400		Maxim Integrated Products		4,406,272
					24,579,274
			Software: 5.8%
	383,000		Automatic Data Processing, Inc.		17,054,990
	263,000	@,L	Electronic Arts, Inc.		15,361,830
	190,129	@@	Infosys Technologies Ltd.		8,480,353
	1,243,825		Microsoft Corp.		44,280,169
	125,961	@,@@	TomTom		9,513,426
					94,690,768
			Telecommunications: 9.9%
	299,800	@,@@	Amdocs Ltd.		10,334,106
	373,700	@@,L	America Movil SA de CV ADR		22,941,443
	428,200	@	American Tower Corp.		18,241,320
	614,900	@,@@	Bharti Airtel Ltd.		15,380,225
	728,600	@	Cisco Systems, Inc.		19,723,202
	653,300		Corning, Inc.		15,672,667
	488,000	@,L	Crown Castle International Corp.		20,300,800
	1,921,647	@,@@	Idea Cellular Ltd.		6,719,126
	394,900	@,L	Juniper Networks, Inc.		13,110,680
	74,300	@,L	Leap Wireless International, Inc.		3,465,352
	140,300	@,L	MetroPCS Communications, Inc.		2,728,835
	350,600		Qualcomm, Inc.		13,796,110
					162,413,866
			Toys/Games/Hobbies: 1.6%
	44,900	@@	Nintendo Co., Ltd.		26,363,124
					26,363,124
			Transportation: 0.5%
	200,600	L	Expeditors International Washington, Inc.		8,962,808
					8,962,808
Total Common Stock (Cost $1,334,188,301)					1,603,141,940

See Accompanying Notes to Financial Statements
269

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
GROWTH EQUITY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Value

SHORT-TERM INVESTMENTS: 14.6%

Mutual Fund: 2.1%

34,869,725

Reserve Investment Fund

34,869,724

Total Mutual Fund
(Cost $34,869,724)

34,869,724

Principal
Amount

Value

Securities Lending Collateral^cc: 12.5%

205,312,787

Bank of New York Mellon Corp.
Institutional Cash Reserves

205,312,787

Total Securities Lending Collateral
(Cost $205,312,787)

205,312,787

Total Short-Term Investments
(Cost $240,182,511)

240,182,511

Total Investments in Securities (Cost $1,574,370,812)*	111.9	%	$	1,843,324,451
Other Assets and Liabilities - Net	(11.9	)		(195,897,612	)
Net Assets	100.0	%	$	1,647,426,839

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

GDR Global 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, 2007.

* Cost for federal income tax purposes is $1,580,254,960.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	309,586,512
Gross Unrealized Depreciation		(46,517,021	)
Net Unrealized Appreciation	$	263,069,491

See Accompanying Notes to Financial Statements
270

PORTFOLIO OF INVESTMENTS
ING TEMPLETON FOREIGN EQUITY PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 72.9%
			Australia: 0.7%
	38,582		National Australia Bank Ltd.	$	1,270,872
					1,270,872
			Austria: 0.8%
	51,730		Telekom Austria AG		1,428,575
					1,428,575
			Bermuda: 0.2%
	4,710		ACE Ltd.		290,984
					290,984
			Brazil: 0.8%
	33,040		Empresa Brasileira de Aeronautica SA ADR		1,506,294
					1,506,294
			Canada: 0.4%
	14,000		George Weston Ltd.		768,124
					768,124
			China: 2.5%
	118,500		Byd Co., Ltd.		773,445
	213,000		China Shenhua Energy Co., Ltd.		1,254,735
	1,984,000		China Telecom Corp., Ltd.		1,554,786
	976,000		Shanghai Electric Group Co., Ltd.		826,122
					4,409,088
			Denmark: 0.5%
	8,830	@	Vestas Wind Systems A/S		953,471
					953,471
			Finland: 0.9%
	12,920		Stora Enso OYJ		194,660
	28,720		Stora Enso OYJ (Euro Denominated Security)		428,729
	47,490		UPM-Kymmene OYJ		960,941
					1,584,330
			France: 8.1%
	6,070		Accor SA		485,241
	40,811		AXA SA		1,627,093
	14,300		Compagnie Generale des Etablissements Michelin		1,634,898
	13,740		Electricite de France		1,636,605
	65,940		France Telecom SA		2,365,319
	25,020		Sanofi-Aventis		2,290,341
	14,280		Suez SA		971,983
	65,820	@	Thomson		930,683
	19,660		Total SA		1,627,857
	21,660		Vivendi		994,477
					14,564,497
			Germany: 7.6%
	1,060		BASF AG		156,957
	31,290		Bayerische Motoren Werke AG		1,958,799
	24,040		Celesio AG		1,485,879
	58,010		Deutsche Post AG		1,974,930
	9,760		E.ON AG		2,075,194
	106,970	@	Infineon Technologies AG		1,268,784
	6,473		Merck KGaA		845,386

Shares				Value
	4,460		Muenchener Rueckversicherungs AG	$	865,585
	13,270		Siemens AG		2,101,435
	5,580		Siemens AG ADR		878,069
					13,611,018
			Hong Kong: 1.2%
	63,400		Cheung Kong Holdings Ltd. ADR		1,172,475
	60,000		Hutchison Whampoa Ltd.		675,918
	22,000		Swire Pacific Ltd.		301,469
					2,149,862
			India: 2.5%
	32,722		Housing Development Finance Corp.		2,363,016
	35,470		ICICI Bank Ltd. ADR		2,181,405
					4,544,421
			Israel: 0.6%
	45,210	@	Check Point Software Technologies		992,812
					992,812
			Italy: 3.0%
	41,863		ENI S.p.A.		1,527,849
	153,957		Intesa Sanpaolo S.p.A.		1,211,576
	113,129		Mediaset S.p.A.		1,139,656
	172,208		UniCredito Italiano S.p.A.		1,416,481
					5,295,562
			Japan: 3.3%
	23,600		Fuji Photo Film Co., Ltd.		987,790
	22,000		Hitachi Ltd.		163,446
	22,500		Konica Minolta Holdings, Inc.		394,448
	65,100		Mitsubishi UFJ Financial Group, Inc.		613,888
	49,000		NGK Spark Plug Co., Ltd.		849,636
	1,700		Nintendo Co., Ltd.		998,158
	25,300		Sony Corp.		1,378,417
	8,900		Takeda Pharmaceutical Co., Ltd.		519,946
					5,905,729
			Mexico: 0.4%
	17,120		Telefonos de Mexico SA de CV ADR		630,701
					630,701
			Netherlands: 4.7%
	43,990		Koninklijke Philips Electronics NV		1,884,983
	65,290		Reed Elsevier NV		1,295,705
	47,580		Royal Dutch Shell PLC-Class B		1,983,407
	16,290		SBM Offshore NV		513,591
	50,700		Unilever NV		1,862,758
	32,250		Vedior NV		820,847
					8,361,291
			Norway: 1.3%
	100,690	@	Telenor ASA		2,389,263
					2,389,263

See Accompanying Notes to Financial Statements
271

PORTFOLIO OF INVESTMENTS
ING TEMPLETON FOREIGN EQUITY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Portugal: 0.9%
	110,990		Portugal Telecom SGPS SA	$	1,455,757
	10,942		PT Multimedia Servicos de Telecomunicacoes e Multimedia SGPS SA		152,446
					1,608,203
			Singapore: 2.0%
	109,000		DBS Group Holdings Ltd.		1,547,035
	92,730	@	Flextronics International Ltd.		1,118,324
	345,000		Singapore Telecommunications Ltd.		949,188
					3,614,547
			South Korea: 3.4%
	19,280		Kookmin Bank ADR		1,413,610
	38,270		Korea Electric Power Corp. ADR		797,930
	10,963		LG Electronics, Inc.		1,158,193
	6,610	#	Samsung Electronics GDR		1,963,122
	22,090		SK Telecom Co., Ltd. ADR		659,166
					5,992,021
			Spain: 3.3%
	62,521		Banco Santander Central Hispano SA		1,350,328
	41,097		Repsol YPF SA		1,466,062
	93,120		Telefonica SA		3,018,609
					5,834,999
			Sweden: 1.7%
	100,260		Atlas Copco AB		1,490,196
	55,480		Nordea Bank AB		926,946
	31,080		Securitas AB		432,242
	14,170	@	Securitas Direct AB		57,106
	27,830		Securitas Systems AB		98,313
					3,004,803
			Switzerland: 5.0%
	18,830		Adecco SA		1,012,206
	11,550		Lonza Group AG		1,396,869
	3,950		Nestle SA		1,813,802
	44,740		Novartis AG		2,446,711
	18,101		Swiss Reinsurance		1,280,544
	20,530		UBS AG-Reg		946,591
					8,896,723
			Taiwan: 0.7%
	1,177,000	@	Chinatrust Financial Holding Co., Ltd.		830,457
	77,293	#	Compal Electronics, Inc. GDR		422,994
					1,253,451
			United Kingdom: 15.9%
	120,910		Aviva PLC		1,611,423
	199,260		BAE Systems PLC		1,977,438
	157,100		BP PLC		1,919,802
	97,330		British Sky Broadcasting PLC		1,197,237
	77,150		Burberry Group PLC		871,984
	135,200		Cadbury Schweppes PLC		1,653,076
	258,470		Compass Group PLC		1,577,175
	78,410		GlaxoSmithKline PLC		1,991,346
	253,450		Group 4 Securicor PLC		1,238,907
	84,400		HSBC Holdings PLC		1,419,116
	195,570		Kingfisher PLC		560,809

Shares				Value
	70,500		Lloyds TSB Group PLC	$	663,878
	35,330		National Grid PLC		585,938
	380,120		Old Mutual PLC		1,266,463
	71,550		Pearson PLC		1,036,179
	55,190		Rexam PLC		459,526
	115,390	@	Rolls-Royce Group PLC		1,252,446
	3,844,868	@	Rolls-Royce Group PLC-B Shares		8,419
	228,200		Royal Bank of Scotland Group PLC		2,014,886
	33,543		Smiths Group PLC		672,963
	40,160		Standard Chartered PLC		1,465,707
	589,166		Vodafone Group PLC		2,211,683
	105,950		Yell Group PLC		844,359
					28,500,760
			United States: 0.5%
	27,260		Invesco Ltd.		855,419
					855,419
Total Common Stock (Cost $116,696,709)					130,217,820
Principal Amount				Value
SHORT-TERM INVESTMENTS: 28.3%
			U.S. Government Agency Obligations: 28.3%
$	50,647,000	Z	Federal Home Loan Bank, 3.050%, due 01/02/08		50,637,855
Total Short-Term Investments (Cost $50,637,855)					50,637,855

Total Investments in Securities (Cost $167,334,564)*	101.2	%	$	180,855,675
Other Assets and Liabilities - Net	(1.2	)		(2,192,237	)
Net Assets	100.0	%	$	178,663,438

@ Non-income producing security

ADR American Depositary Receipt

GDR Global Depositary Receipt

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $168,422,594.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	16,286,423
Gross Unrealized Depreciation		(3,853,342	)
Net Unrealized Appreciation	$	12,433,081

See Accompanying Notes to Financial Statements
272

PORTFOLIO OF INVESTMENTS
ING TEMPLETON FOREIGN EQUITY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Industry	Percentage of Net Assets
Aerospace/Defense		2.6	%
Apparel		0.5
Auto Manufacturers		1.1
Auto Parts & Equipment		1.4
Banks		9.8
Chemicals		0.9
Coal		0.7
Commercial Services		2.0
Computers		0.2
Diversified Financial Services		2.8
Electric		3.4
Electrical Components & Equipment		1.7
Electronics		1.7
Food		3.4
Food Service		0.9
Forest Products & Paper		0.9
Holding Companies - Diversified		0.5
Home Furnishings		1.3
Insurance		3.9
Internet		0.5
Lodging		0.3
Machinery-Construction & Mining		0.8
Machinery - Diversified		0.5
Media		3.7
Miscellaneous Manufacturing		2.8
Oil & Gas		4.8
Oil & Gas Services		0.3
Packaging & Containers		0.3
Pharmaceuticals		5.4
Real Estate		0.7
Retail		0.3
Semiconductors		1.8
Telecommunications		9.3
Toys/Games/Hobbies		0.6
Transportation		1.1
Short-Term Investments		28.3
Other Assets and Liabilities - Net		(1.2	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
273

PORTFOLIO OF INVESTMENTS
ING THORNBURG VALUE PORTFOLIO AS OF DECEMBER 31, 2007

Value

COMMON STOCK: 97.1%

Airlines: 0.8%

336,600

@,L

JetBlue Airways Corp.

1,985,940

1,985,940

Banks: 1.9%

117,430

Wachovia Corp.

4,465,863

4,465,863

Biotechnology: 2.7%

95,600

Genentech, Inc.

6,411,892

6,411,892

Chemicals: 3.1%

73,115

Air Products &
Chemicals, Inc.

7,211,332

7,211,332

Commercial Services: 2.3%

337,950

@,L

Hertz Global
Holdings, Inc.

5,370,026

5,370,026

Computers: 2.0%

192,700

Dell, Inc.

4,723,077

64,800

Seagate
Technology, Inc.-Escrow

4,723,078

Diversified Financial Services: 7.2%

7,395

CME Group, Inc.

5,072,970

148,690

Freddie Mac

5,065,868

144,200

UBS AG-New

6,633,200

16,772,038

Electric: 3.5%

68,900

Entergy Corp.

8,234,928

8,234,928

Food: 2.4%

173,300

Kraft Foods, Inc.

5,654,779

5,654,779

Healthcare-Products: 2.5%

111,700

@,L

Varian Medical Systems, Inc.

5,826,272

5,826,272

Healthcare-Services: 3.1%

81,857

WellPoint, Inc.

7,181,315

7,181,315

Insurance: 5.4%

132,100

Allstate Corp.

6,899,583

99,500

American
International Group, Inc.

5,800,850

12,700,433

Internet: 2.6%

8,835

Google, Inc.-Class A

6,109,226

6,109,226

Lodging: 1.6%

37,262

@,L

Las Vegas Sands Corp.

3,839,849

3,839,849

Shares				Value
			Media: 6.3%
	427,000	@,L	Comcast Corp.-Special Class A	$	7,737,240
	301,800	@	DIRECTV Group, Inc.		6,977,616
					14,714,856
			Mining: 2.2%
	50,281		Freeport-McMoRan Copper & Gold, Inc.		5,150,786
					5,150,786
			Miscellaneous Manufacturing: 2.7%
	167,900		General Electric Co.		6,224,053
					6,224,053
			Oil & Gas: 9.7%
	86,300		Apache Corp.		9,280,702
	85,200		ConocoPhillips		7,523,160
	107,100	@@	OAO Gazprom ADR		6,051,886
					22,855,748
			Pharmaceuticals: 6.0%
	105,100	@	Gilead Sciences, Inc.		4,835,651
	23,300	@@	Roche Holding AG		4,027,773
	110,200	@@	Teva Pharmaceutical Industries Ltd. ADR		5,122,096
					13,985,520
			Retail: 5.6%
	67,000	L	Nordstrom, Inc.		2,460,910
	265,975	@	Office Depot, Inc.		3,699,712
	1,646,100	@,L	Rite Aid Corp.		4,592,619
	101,700		Staples, Inc.		2,346,219
					13,099,460
			Semiconductors: 4.3%
	284,600		Intel Corp.		7,587,436
	281,825	@,L	ON Semiconductor Corp.		2,502,606
					10,090,042
			Software: 4.2%
	125,779	@,L	Eclipsys Corp.		3,183,466
	187,800		Microsoft Corp.		6,685,680
					9,869,146
			Telecommunications: 15.0%
	164,000		AT&T, Inc.		6,815,840
	133,300	@@	China Mobile Ltd.		2,321,353
	230,705	@@	Chunghwa Telecom Ltd. ADR		4,870,192
	255,489		Corning, Inc.		6,129,181
	132,450	@,L	Crown Castle International Corp.		5,509,920
	870,900	@,L	Level 3 Communications, Inc.		2,647,536
	421,400		Motorola, Inc.		6,759,256
					35,053,278
Total Common Stock (Cost $217,866,565)					227,529,860

See Accompanying Notes to Financial Statements
274

PORTFOLIO OF INVESTMENTS
ING THORNBURG VALUE PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 31.9%

U.S. Government Agency Obligations: 13.6%

31,753,000

Federal Home Loan Bank,
3.050%, due 01/02/08

31,747,620

Total U.S. Government
Agency Obligations
(Cost $31,747,620)

31,747,620

Securities Lending Collateral^cc: 18.3%

42,944,370

Bank of New York
Mellon Corp. Institutional
Cash Reserves

42,944,370

Total Securities Lending
Collateral
(Cost $42,944,370)

42,944,370

Total Short-Term Investments
(Cost $74,691,990)

74,691,990

Total Investments in Securities (Cost $292,558,555)*	129.0	%	$	302,221,850
Other Assets and Liabilities - Net	(29.0	)		(67,899,020	)
Net Assets	100.0	%	$	234,322,830

@ 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, 2007.

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

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $294,784,722.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	21,884,808
Gross Unrealized Depreciation		(14,447,680	)
Net Unrealized Appreciation	$	7,437,128

See Accompanying Notes to Financial Statements
275

PORTFOLIO OF INVESTMENTS
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 97.2%
			Advertising: 2.4%
	321,200	@,L	Interpublic Group of Cos., Inc.	$	2,604,932
	99,000	L	Omnicom Group		4,705,470
	79,486	@,L	R.H. Donnelley Corp.		2,899,649
					10,210,051
			Auto Manufacturers: 1.2%
	91,850	L	Paccar, Inc.		5,003,988
					5,003,988
			Auto Parts & Equipment: 3.2%
	129,600	L	BorgWarner, Inc.		6,273,936
	199,100		Johnson Controls, Inc.		7,175,564
					13,449,500
			Banks: 7.4%
	183,192		Bank of New York Mellon Corp.		8,932,442
	27,700	L	City National Corp.		1,649,535
	218,400		Fifth Third Bancorp.		5,488,392
	48,500		PNC Financial Services Group, Inc.		3,184,025
	397,800		Wells Fargo & Co.		12,009,582
					31,263,976
			Beverages: 1.6%
	61,400		Anheuser-Busch Cos., Inc.		3,213,676
	148,700	@,L	Constellation Brands, Inc.		3,515,268
					6,728,944
			Biotechnology: 2.6%
	28,100	@	Amgen, Inc.		1,304,964
	112,900	@,L	Genzyme Corp.		8,404,276
	17,300	@,L	Millipore Corp.		1,266,014
					10,975,254
			Building Materials: 1.6%
	311,300		Masco Corp.		6,727,193
					6,727,193
			Coal: 2.0%
	6,330	@,L	Patriot Coal Corp.		264,214
	133,100	L	Peabody Energy Corp.		8,204,284
					8,468,498
			Commercial Services: 0.4%
	43,300		Pharmaceutical Product Development, Inc.		1,748,021
					1,748,021
			Computers: 1.8%
	161,100	@	Dell, Inc.		3,948,561
	41,500	@,L	Lexmark International, Inc.		1,446,690
	92,400	@,L	Network Appliance, Inc.		2,306,304
	71,600	X	Seagate Technology, Inc.-Escrow		1
					7,701,556
			Diversified Financial Services: 8.6%
	47,461	L	Blackstone Group LP		1,050,312
	382,366		Citigroup, Inc.		11,256,855

Shares				Value
	171,400		Discover Financial Services	$	2,584,712
	153,900	L	Freddie Mac		5,243,373
	111,100		JPMorgan Chase & Co.		4,849,515
	208,800		Morgan Stanley		11,089,368
					36,074,135
			Electric: 5.0%
	87,500		American Electric Power Co., Inc.		4,074,000
	177,600		Exelon Corp.		14,499,264
	10,500		Northeast Utilities		328,755
	68,400	L	Pepco Holdings, Inc.		2,006,172
					20,908,191
			Food: 1.2%
	162,800		Sysco Corp.		5,080,988
					5,080,988
			Gas: 1.7%
	104,400		NiSource, Inc.		1,972,116
	83,100		Sempra Energy		5,142,228
					7,114,344
			Healthcare-Products: 3.3%
	117,914		Johnson & Johnson		7,864,864
	120,300		Medtronic, Inc.		6,047,481
					13,912,345
			Healthcare-Services: 1.2%
	24,300	@	DaVita, Inc.		1,369,305
	61,000		UnitedHealth Group, Inc.		3,550,200
					4,919,505
			Household Products/Wares: 0.8%
	49,300		Fortune Brands, Inc.		3,567,348
					3,567,348
			Insurance: 2.8%
	103,100		Aflac, Inc.		6,457,153
	47,300		Hartford Financial Services Group, Inc.		4,124,087
	14,600		Principal Financial Group, Inc.		1,005,064
					11,586,304
			Internet: 1.6%
	404,504	@,L	Symantec Corp.		6,528,695
					6,528,695
			Leisure Time: 2.6%
	143,200		Carnival Corp.		6,370,968
	42,700	L	Harley-Davidson, Inc.		1,994,517
	57,600	L	Royal Caribbean Cruises Ltd.		2,444,544
					10,810,029
			Media: 3.2%
	194,000	@,L	Comcast Corp.-Class A		3,542,440
	43,300		McGraw-Hill Cos., Inc.		1,896,973
	200,900		News Corp.-Class A		4,116,441
	91,000	@,L	Viacom-Class B		3,996,720
					13,552,574
			Miscellaneous Manufacturing: 5.4%
	371,900		General Electric Co.		13,786,333
	164,000		Illinois Tool Works, Inc.		8,780,560
					22,566,893

See Accompanying Notes to Financial Statements
276

PORTFOLIO OF INVESTMENTS
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Oil & Gas: 4.2%
	35,400		Chevron Corp.	$	3,303,882
	57,500	L	ENSCO International, Inc.		3,428,150
	72,800		EOG Resources, Inc.		6,497,400
	47,072		ExxonMobil Corp.		4,410,176
					17,639,608
			Oil & Gas Services: 2.1%
	230,500	L	Halliburton Co.		8,738,255
					8,738,255
			Pharmaceuticals: 9.5%
	147,000	L	Allergan, Inc.		9,443,280
	102,400		Bristol-Myers Squibb Co.		2,715,648
	24,500	@,L	Cephalon, Inc.		1,758,120
	50,600	@	Medco Health Solutions, Inc.		5,130,840
	154,617		Merck & Co., Inc.		8,984,794
	86,600		Schering-Plough Corp.		2,307,024
	222,300		Wyeth		9,823,437
					40,163,143
			Retail: 2.6%
	125,400	@,L	Chico's FAS, Inc.		1,132,362
	71,000	@	Coach, Inc.		2,171,180
	59,300		Costco Wholesale Corp.		4,136,768
	70,400		Target Corp.		3,520,000
					10,960,310
			Semiconductors: 6.3%
	211,600		Analog Devices, Inc.		6,707,720
	489,900		Intel Corp.		13,060,732
	96,400	L	Linear Technology Corp.		3,068,412
	168,200	L	Xilinx, Inc.		3,678,534
					26,515,398
			Software: 3.5%
	102,900	@,L	Intuit, Inc.		3,252,669
	289,800		Microsoft Corp.		10,316,880
	62,600	@,L	Red Hat, Inc.		1,304,584
					14,874,133
			Telecommunications: 3.2%
	157,867		AT&T, Inc.		6,560,953
	514,589		Sprint Nextel Corp.		6,756,554
					13,317,507
			Transportation:		4.2	%
	103,000		Burlington Northern Santa Fe Corp.		8,572,690
	73,900	L	FedEx Corp.		6,589,663
	56,300	L	Ryder System, Inc.		2,646,663
					17,809,016
Total Common Stock (Cost $385,948,961)					408,915,702
EXCHANGE-TRADED FUNDS: 1.0%
			Exchange-Traded Funds: 1.0%
	28,700	L	SPDR Trust Series 1		4,196,227
Total Exchange-Traded Funds (Cost $4,285,467)					4,196,227
Total Long-Term Investments (Cost $390,234,428)					413,111,929

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 17.7%

U.S. Government Agency Obligations: 1.7%

7,283,000

Federal Home Loan Bank,
3.050%, due 01/02/08

7,281,766

Total U.S. Government
Agency Obligations
(Cost $7,281,766)

7,281,766

Securities Lending Collateral^cc: 16.0%

67,276,811

Bank of New York Mellon Corp.
Institutional Cash Reserves

67,276,811

Total Securities Lending
Collateral
(Cost $67,276,811)

67,276,811

Total Short-Term Investments
(Cost $74,558,577)

74,558,577

Total Investments in Securities (Cost $464,793,005)*	115.9	%	$	487,670,506
Other Assets and Liabilities - Net	(15.9	)		(66,789,677	)
Net Assets	100.0	%	$	420,880,829

@ Non-income producing security

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, 2007.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

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

* Cost for federal income tax purposes is $465,939,303

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	52,914,540
Gross Unrealized Depreciation		(31,183,337	)
Net Unrealized Appreciation	$	21,731,203

See Accompanying Notes to Financial Statements
277

PORTFOLIO OF INVESTMENTS
ING UBS U.S. SMALL CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 92.2%
			Aerospace/Defense: 2.3%
	17,000	@,L	AAR Corp.	$	646,510
	3,200	L	DRS Technologies, Inc.		173,664
					820,174
			Banks: 1.0%
	26,000		UCBH Holdings, Inc.		368,160
					368,160
			Biotechnology: 5.7%
	3,400	@	AMAG Pharmaceuticals, Inc.		204,442
	8,100	@,L	Genomic Health, Inc.		183,384
	9,800	@,L	Integra LifeSciences Holdings Corp.		410,914
	13,500	@,L	Lifecell Corp.		581,985
	3,400	@,L	Myriad Genetics, Inc.		157,828
	8,200	@	Regeneron Pharmaceuticals, Inc.		198,030
	12,802	@,L	Sangamo Biosciences, Inc.		167,578
	13,800	@,L	Seattle Genetics, Inc.		157,320
					2,061,481
			Building Materials: 1.2%
	4,700	@	Genlyte Group, Inc.		447,440
					447,440
			Commercial Services: 5.9%
	8,700	@,L	CRA International, Inc.		414,207
	15,204	L	Healthcare Services Group		322,021
	11,800	@	Parexel International Corp.		569,940
	23,000	@	TeleTech Holdings, Inc.		489,210
	22,100	@	TrueBlue, Inc.		320,008
					2,115,386
			Computers: 2.6%
	9,700	@,L	Compellent Technologies, Inc.		116,691
	7,400		Factset Research Systems, Inc.		412,180
	15,100	@,L	Stratasys, Inc.		390,184
					919,055
			Cosmetics/Personal Care: 1.5%
	7,100	@,L	Chattem, Inc.		536,334
					536,334
			Distribution/Wholesale: 1.9%
	8,250	@,L	Beacon Roofing Supply, Inc.		69,465
	30,000	@	LKQ Corp.		630,600
					700,065
			Electrical Components & Equipment: 0.4%
	4,600	@,L	Energy Conversion Devices, Inc.		154,790
					154,790
			Electronics: 3.4%
	4,200	@	Benchmark Electronics, Inc.		74,466
	4,900	@,L	Faro Technologies, Inc.		133,182
	10,100	@,L	FEI Co.		250,783
	26,600	@,L	Taser International, Inc.		382,774
	12,800		Technitrol, Inc.		365,824
					1,207,029
			Engineering & Construction: 1.1%
	16,800	@	EMCOR Group, Inc.		396,984
					396,984

Shares				Value
			Entertainment: 0.3%
	4,200		National CineMedia, Inc.	$	105,882
					105,882
			Healthcare-Products: 4.0%
	6,300	@,L	Accuray, Inc.		95,886
	8,300	@	Angiodynamics, Inc.		158,032
	8,900	@,L	Arthrocare Corp.		427,645
	7,500	@,L	DexCom, Inc.		66,225
	10,300	@,L	Hansen Medical, Inc.		308,382
	5,300	@,L	Resmed, Inc.		278,409
	5,800	@,L	TomoTherapy, Inc.		113,448
					1,448,027
			Healthcare-Services: 4.9%
	18,700	@	Pediatrix Medical Group, Inc.		1,274,405
	6,700	@,L	Psychiatric Solutions, Inc.		217,750
	10,800	@	Res-Care, Inc.		271,728
					1,763,883
			Household Products/Wares: 0.5%
	9,900	@,L	Central Garden & Pet Co.		57,024
	19,812	@	Central Garden and Pet Co.		106,192
					163,216
			Internet: 1.5%
	13,500	@,L	Blue Coat Systems, Inc.		443,745
	6,000	@	Perficient, Inc.		94,440
					538,185
			Iron/Steel: 2.7%
	16,200		Steel Dynamics, Inc.		965,034
					965,034
			Lodging: 0.7%
	4,600	@@,L	Orient-Express Hotels Ltd.		264,592
					264,592
			Machinery-Diversified: 1.8%
	8,300	@,L	Middleby Corp.		635,946
					635,946
			Miscellaneous Manufacturing: 1.2%
	10,900	@,L	ESCO Technologies, Inc.		435,346
					435,346
			Oil & Gas: 3.0%
	38,615	@,L	PetroHawk Energy Corp.		668,426
	6,600	@,L	Quicksilver Resources, Inc.		393,294
					1,061,720
			Oil & Gas Services: 6.0%
	22,200	@	Complete Production Services, Inc.		398,934
	3,900	@	Core Laboratories NV		486,408
	31,800	@,L	ION Geophysical Corp.		501,804
	7,800	@	T-3 Energy Services, Inc.		366,678
	25,100	@	Tetra Technologies, Inc.		390,807
					2,144,631
			Pharmaceuticals: 5.0%
	17,500	@,L	Array Biopharma, Inc.		147,350
	6,600	@,L	Auxilium Pharmaceuticals, Inc.		197,934
	6,800	@,L	BioMarin Pharmaceuticals, Inc.		240,720
	12,200	@,L	Isis Pharmaceuticals, Inc.		192,150
	11,800	@,L	Penwest Pharmaceuticals Co.		69,030
	21,200	@	VCA Antech, Inc.		937,676
					1,784,860

See Accompanying Notes to Financial Statements
278

PORTFOLIO OF INVESTMENTS
ING UBS U.S. SMALL CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Retail: 9.2%
	22,600	@,L	California Pizza Kitchen, Inc.	$	351,882
	10,300	@	Childrens Place Retail Stores, Inc.		267,079
	12,200		Christopher & Banks Corp.		139,690
	31,200	L	CKE Restaurants, Inc.		411,840
	4,400	@,L	DSW, Inc.		82,544
	9,400	@	Gymboree Corp.		286,324
	1,900	@,@@,L	Lululemon Athletica, Inc.		90,003
	15,300		Phillips-Van Heusen		563,958
	11,200	@,L	Red Robin Gourmet Burgers, Inc.		358,288
	36,500	@,L	Texas Roadhouse, Inc.		403,690
	11,200	@,L	Tween Brands, Inc.		296,576
	2,400	@,L	Ulta Salon Cosmetics & Fragrance, Inc.		41,160
					3,293,034
			Semiconductors: 7.3%
	40,000	@	Advanced Analogic Technologies, Inc.		451,200
	13,250	@,L	Diodes, Inc.		398,428
	8,500	@	Hittite Microwave Corp.		405,960
	25,800	@,L	Microsemi Corp.		571,212
	10,600	@	Power Integrations, Inc.		364,958
	10,800	@	Standard Microsystems Corp.		421,956
					2,613,714
			Software: 9.1%
	29,200	@,L	FalconStor Software, Inc.		328,792
	5,928	@	Interactive Intelligence, Inc.		156,203
	40,800	@,L	Nuance Communications, Inc.		762,143
	21,600	@	Omnicell, Inc.		581,688
	19,671	@	Phase Forward, Inc.		427,844
	13,500	@	Progress Software Corp.		454,680
	11,200	@	Ultimate Software Group, Inc.		352,464
	10,460	@	Verint Systems, Inc.		204,493
					3,268,307
			Telecommunications: 4.9%
	20,800	@,@@	Ceragon Networks Ltd.		205,712
	9,600	@,L	Comtech Telecommunications		518,496
	7,200	@,L	NeuStar, Inc.		206,496
	4,900	@	Neutral Tandem, Inc.		93,198
	21,200	@,@@	Nice Systems Ltd. ADR		727,584
					1,751,486
			Transportation:		3.1	%
	19,700	@	HUB Group, Inc.		523,626
	14,400		Landstar System, Inc.		606,960
					1,130,586
Total Common Stock (Cost $32,219,766)					33,095,347
REAL ESTATE INVESTMENT TRUSTS: 2.0%
			Health Care: 1.5%
	11,600		Ventas, Inc.		524,900
					524,900
			Office Property: 0.5%
	8,600		BioMed Realty Trust, Inc.		199,262
					199,262
Total Real Estate Investment Trusts (Cost $717,266)					724,162

Value

EXCHANGE-TRADED FUNDS: 2.3%

Exchange-Traded Funds: 2.3%

10,000

iShares Russell 2000
Growth Index Fund

834,800

Total Exchange-Traded Funds
(Cost $843,785)

834,800

Total Long-Term Investments
(Cost $33,780,817)

34,654,309

Principal
Amount

��

Value

SHORT-TERM INVESTMENTS: 33.7%

U.S. Government Agency Obligations: 2.4%

846,000

Federal Home Loan Bank,
3.050%, due 01/02/08

845,857

Total U.S. Government Agency
Obligations (Cost $845,857)

845,857

Securities Lending Collateral^cc: 31.3%

11,240,829

Bank of New York Mellon Corp.
Institutional Cash Reserves

11,240,829

Total Securities Lending
Collateral
(Cost $11,240,829)

11,240,829

Total Short-Term Investments
(Cost $12,086,686)

12,086,686

Total Investments in Securities (Cost $45,867,503)*	130.2	%	$	46,740,995
Other Assets and Liabilities - Net	(30.2	)		(10,832,486	)
Net Assets	100.0	%	$	35,908,509

@ 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, 2007.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $46,254,688

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	3,852,068
Gross Unrealized Depreciation		(3,365,761	)
Net Unrealized Appreciation	$	486,307

See Accompanying Notes to Financial Statements
279

PORTFOLIO OF INVESTMENTS
ING VAN KAMPEN COMSTOCK PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 94.5%
			Agriculture: 1.7%
	223,600		Altria Group, Inc.	$	16,899,687
					16,899,687
			Airlines: 0.6%
	511,000		Southwest Airlines Co.		6,234,200
					6,234,200
			Banks: 10.8%
	789,900		Bank of America Corp.		32,591,274
	388,831		Bank of New York Mellon Corp.		18,959,400
	36,700	@@,L	Barclays PLC ADR		1,481,579
	115,500	L	PNC Financial Services Group, Inc.		7,582,575
	195,000		US Bancorp.		6,189,300
	673,100	L	Wachovia Corp.		25,597,993
	491,900		Wells Fargo & Co.		14,850,461
					107,252,582
			Beverages: 3.7%
	162,600		Anheuser-Busch Cos., Inc.		8,510,484
	460,500		Coca-Cola Co.		28,260,885
					36,771,369
			Chemicals: 3.3%
	550,300	L	EI DuPont de Nemours & Co.		24,262,727
	165,800		Rohm & Haas Co.		8,799,006
					33,061,733
			Commercial Services: 0.5%
	198,700		Western Union Co.		4,824,436
					4,824,436
			Computers: 3.1%
	66,100	@,L	Computer Sciences Corp.		3,269,967
	396,100	@	Dell, Inc.		9,708,411
	128,600		Hewlett-Packard Co.		6,491,728
	104,000		International Business Machines Corp.		11,242,400
					30,712,506
			Cosmetics/Personal Care: 1.1%
	141,800		Procter & Gamble Co.		10,410,956
					10,410,956
			Diversified Financial Services: 6.9%
	51,000		Bear Stearns Cos., Inc.		4,500,750
	908,000		Citigroup, Inc.		26,731,520
	75,300		Fannie Mae		3,010,494
	246,800	L	Freddie Mac		8,408,476
	344,100		JPMorgan Chase & Co.		15,019,965
	195,700		Merrill Lynch & Co., Inc.		10,505,176
					68,176,381
			Electronics: 0.1%
	63,080	@,@@,L	Flextronics International Ltd.		760,745
	33,950	@,L	Kemet Corp.		225,089
					985,834
			Food: 7.1%
	490,400	@@,L	Cadbury Schweppes PLC ADR		24,211,048
	611,040		Kraft Foods, Inc.		19,938,235
	203,200		Sara Lee Corp.		3,263,392
	630,100	@@	Unilever NV ADR		22,973,446
					70,386,121

Shares				Value
			Forest Products & Paper: 3.8%
	1,157,577		International Paper Co.	$	37,482,341
					37,482,341
			Healthcare-Products: 0.6%
	519,500	@,L	Boston Scientific Corp.		6,041,785
					6,041,785
			Healthcare-Services: 0.8%
	70,300		UnitedHealth Group, Inc.		4,091,460
	39,100	@	WellPoint, Inc.		3,430,243
					7,521,703
			Household Products/Wares: 1.4%
	206,900		Kimberly-Clark Corp.		14,346,446
					14,346,446
			Insurance: 7.7%
	79,400	L	Aflac, Inc.		4,972,822
	178,100	L	American International Group, Inc.		10,383,230
	1,420	@	Berkshire Hathaway, Inc.-Class B		6,725,120
	453,460		Chubb Corp.		24,749,847
	138,400		Genworth Financial, Inc.		3,522,280
	49,100	L	Hartford Financial Services Group, Inc.		4,281,029
	64,100	L	MBIA, Inc.		1,194,183
	146,300	L	Metlife, Inc.		9,015,006
	71,370		Torchmark Corp.		4,320,026
	133,005		Travelers Cos., Inc.		7,155,669
					76,319,212
			Internet: 0.9%
	481,175	@,L	Liberty Media Corp.-Interactive-Class A		9,180,819
					9,180,819
			Machinery-Diversified: 0.0%
	21,970	L	Cognex Corp.		442,696
					442,696
			Media: 10.3%
	1,335,000	@,L	Comcast Corp.-Class A		24,377,100
	96,435	@	Liberty Media Corp.-Capital Shares A		11,233,713
	457,200	L	News Corp.-Class B		9,715,500
	1,465,700		Time Warner, Inc.		24,198,707
	743,250	@,L	Viacom-Class B		32,643,540
					102,168,560
			Mining: 1.0%
	213,200		Alcoa, Inc.		7,792,460
	33,800	L	Newmont Mining Corp.		1,650,454
					9,442,914
			Miscellaneous Manufacturing: 1.3%
	350,200		General Electric Co.		12,981,914
					12,981,914
			Pharmaceuticals: 15.0%
	305,300		Abbott Laboratories		17,142,595
	954,500		Bristol-Myers Squibb Co.		25,313,340
	252,550		Cardinal Health, Inc.		14,584,763
	296,100		Eli Lilly & Co.		15,808,779

See Accompanying Notes to Financial Statements
280

PORTFOLIO OF INVESTMENTS
ING VAN KAMPEN COMSTOCK PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Pharmaceuticals (continued)
	189,100	@@	GlaxoSmithKline PLC ADR	$	9,528,749
	738,400		Pfizer, Inc.		16,783,832
	52,700	@@	Roche Holding Ltd. ADR		4,552,453
	805,300		Schering-Plough Corp.		21,453,192
	541,900	L	Wyeth		23,946,561
					149,114,264
			Retail: 5.6%
	503,900	L	CVS Caremark Corp.		20,030,025
	113,100	L	Home Depot, Inc.		3,046,914
	158,100		Lowe's Cos., Inc.		3,576,222
	603,000		Wal-Mart Stores, Inc.		28,660,590
					55,313,751
			Semiconductors: 1.3%
	229,280	L	Intel Corp.		6,112,605
	64,200	L	KLA-Tencor Corp.		3,091,872
	99,100	L	Texas Instruments, Inc.		3,309,940
					12,514,417
			Software: 0.8%
	228,700	L	Microsoft Corp.		8,141,720
					8,141,720
			Telecommunications: 5.1%
	361,800		AT&T, Inc.		15,036,408
	104,077	@@	Telefonaktiebolaget LM Ericsson ADR		2,430,198
	745,700		Verizon Communications, Inc.		32,579,633
					50,046,239
Total Common Stock (Cost $914,625,249)					936,774,586
Principal Amount				Value
SHORT-TERM INVESTMENTS: 13.5%
			U.S. Government Agency Obligations: 5.1%
$	50,600,000	Z	Federal Home Loan Bank, 3.050%, due 01/02/08		50,590,864
Total U.S. Government Agency Obligations (Cost $50,590,864)					50,590,864
			Securities Lending Collateral^cc: 8.4%
	82,668,638		Bank of New York Mellon Corp. Institutional Cash Reserves		82,668,638
Total Securities Lending Collateral (Cost $82,668,638)					82,668,638
Total Short-Term Investments (Cost $133,259,502)					133,259,502

Total Investments in Securities (Cost $1,047,884,751)*	108.0	%	$	1,070,034,088
Other Assets and Liabilities - Net	(8.0	)		(78,816,312	)
Net Assets	100.0	%	$	991,217,776

@ 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, 2007.

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $1,049,129,959

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	95,805,665
Gross Unrealized Depreciation		(74,901,536	)
Net Unrealized Appreciation	$	20,904,129

See Accompanying Notes to Financial Statements
281

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 57.7%
			Aerospace/Defense: 0.9%
	141,180		Raytheon Co.	$	8,569,625
					8,569,625
			Agriculture: 0.9%
	112,300		Altria Group, Inc.		8,487,634
					8,487,634
			Auto Manufacturers: 0.3%
	84,890	@@	Honda Motor Co., Ltd. ADR		2,813,255
					2,813,255
			Banks: 1.0%
	118,833		Bank of America Corp.		4,903,050
	79,717		PNC Financial Services Group, Inc.		5,233,421
					10,136,471
			Beverages: 1.2%
	181,260		Coca-Cola Co.		11,123,926
					11,123,926
			Chemicals: 2.7%
	246,970	@@	Bayer AG ADR		22,520,750
	70,770		EI DuPont de Nemours & Co.		3,120,249
					25,640,999
			Computers: 0.8%
	69,500	@	EMC Corp.		1,287,835
	123,326		Hewlett-Packard Co.		6,225,496
					7,513,331
			Cosmetics/Personal Care: 1.1%
	77,790		Estee Lauder Cos., Inc.		3,392,422
	97,520		Procter & Gamble Co.		7,159,918
					10,552,340
			Diversified Financial Services: 5.1%
	67,635		Bear Stearns Cos., Inc.		5,968,789
	246,715		Charles Schwab Corp.		6,303,568
	239,621		Citigroup, Inc.		7,054,442
	193,517		Freddie Mac		6,593,124
	386,901		JPMorgan Chase & Co.		16,888,229
	32,138		Lehman Brothers Holdings, Inc.		2,103,111
	70,372		Merrill Lynch & Co., Inc.		3,777,569
					48,688,832
			Electric: 3.5%
	253,650		American Electric Power Co., Inc.		11,809,944
	11,000	C	CenterPoint Energy Resources Corp.		358,380
	115,495		Entergy Corp.		13,803,962
	103,920		FirstEnergy Corp.		7,517,573
					33,489,859
			Electronics: 0.3%
	81,880		Applera Corp.-Applied Biosystems Group		2,777,370
					2,777,370

Shares				Value
			Food: 3.2%
	170,620	@@	Cadbury Schweppes PLC ADR	$	8,423,509
	128,100		ConAgra Foods, Inc.		3,047,499
	216,280		Kraft Foods, Inc.		7,057,216
	326,320	@@	Unilever NV ADR		11,897,627
					30,425,851
			Healthcare-Products: 0.8%
	283,680	@	Boston Scientific Corp.		3,299,198
	92,540	@@	Covidien Ltd.		4,098,597
					7,397,795
			Home Furnishings: 0.2%
	28,300	@@	Sony Corp. ADR		1,536,690
					1,536,690
			Household Products/Wares: 0.3%
	44,460		Kimberly-Clark Corp.		3,082,856
					3,082,856
			Insurance: 4.7%
	149,820	@@	Aegon NV ADR		2,626,345
	170,994		Chubb Corp.		9,332,853
	37,900		Cigna Corp.		2,036,367
	77,878	@	Conseco, Inc.		978,148
	67,220		Hartford Financial Services Group, Inc.		5,860,912
	495,350		Marsh & McLennan Cos., Inc.		13,111,915
	211,201		Travelers Cos., Inc.		11,362,614
					45,309,154
			Internet: 1.0%
	202,273	@	Symantec Corp.		3,264,686
	294,724	@	Yahoo!, Inc.		6,855,280
					10,119,966
			Media: 3.2%
	198,920	@	Comcast Corp.-Class A		3,632,279
	826,934		Time Warner, Inc.		13,652,680
	303,956	@	Viacom-Class B		13,349,748
					30,634,707
			Mining: 0.9%
	178,130		Newmont Mining Corp.		8,698,088
					8,698,088
			Miscellaneous Manufacturing: 3.3%
	350,260		General Electric Co.		12,984,138
	90,440	@@	Siemens AG ADR		14,231,638
	116,940	@@	Tyco International Ltd.		4,636,671
					31,852,447
			Oil & Gas: 4.5%
	114,780		ConocoPhillips		10,135,074
	28,000		Devon Energy Corp.		2,489,480
	80,000		ExxonMobil Corp.		7,495,200
	29,700		Marathon Oil Corp.		1,807,542
	125,510		Occidental Petroleum Corp.		9,663,015
	142,350	@@	Royal Dutch Shell PLC ADR		11,985,870
					43,576,181
			Oil & Gas Services: 0.9%
	93,270		Schlumberger Ltd.		9,174,970
					9,174,970

See Accompanying Notes to Financial Statements
282

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Pharmaceuticals: 8.2%
	273,930		Abbott Laboratories	$	15,381,170
	435,140		Bristol-Myers Squibb Co.		11,539,913
	183,640		Eli Lilly & Co.		9,804,540
	109,100	@@	Novartis AG ADR		5,925,221
	101,200		Pfizer, Inc.		2,300,276
	81,890	@@	Roche Holding Ltd. ADR		7,074,010
	619,850		Schering-Plough Corp.		16,512,793
	227,220		Wyeth		10,040,852
					78,578,775
			Pipelines: 0.4%
	108,780		Williams Cos., Inc.		3,892,148
					3,892,148
			Retail: 3.1%
	99,580		Home Depot, Inc.		2,682,685
	52,020		McDonald's Corp.		3,064,498
	185,029	@	Office Depot, Inc.		2,573,753
	419,000	@	Rite Aid Corp.		1,169,010
	135,100	@	Starbucks Corp.		2,765,497
	379,320		Wal-Mart Stores, Inc.		18,029,080
					30,284,523
			Semiconductors: 1.1%
	298,257		Intel Corp.		7,951,532
	316,978	@	Micron Technology, Inc.		2,298,091
					10,249,623
			Software: 0.2%
	70,400	@	Oracle Corp.		1,589,632
					1,589,632
			Telecommunications: 3.9%
	837,900	@@	Alcatel SA ADR		6,133,428
	123,400	@	Cisco Systems, Inc.		3,340,438
	60,386		Embarq Corp.		2,990,919
	174,770	@@	France Telecom SA ADR		6,227,055
	180,442		Sprint Nextel Corp.		2,369,203
	376,026		Verizon Communications, Inc.		16,428,576
					37,489,619
Total Common Stock (Cost $472,664,086)					553,686,667
EXCHANGE-TRADED FUNDS: 0.6%
			Exchange-Traded Funds: 0.6%
	398,000	@@	iShares MSCI Japan Index Fund		5,289,420
Total Exchange-Traded Funds (Cost $5,806,011)					5,289,420
PREFERRED STOCK: 3.4%
			Advertising: 0.1%
	900	#,P	Interpublic Group of Cos., Inc., 5.250%, due 12/31/49		741,938
					741,938
			Auto Manufacturers: 0.3%
	74,800	P	Ford Motor Co. Capital Trust II, 6.500%, due 01/15/32		2,431,000
					2,431,000

Value

Healthcare-Services: 0.2%

1,600

Healthsouth Corp.,
6.500%, due 12/31/49

1,457,600

1,457,600

Household Products/Wares: 0.1%

14,500

Avery Dennison Corp.,
7.875%, due 11/15/10

764,875

764,875

Media: 0.1%

27,920

Tribune Co.,
2.000%, due 05/15/29

1,396,000

1,396,000

Pharmaceuticals: 0.6%

35,000

Omnicare, Inc.,
4.000%, due 06/15/33

1,254,750

18,488

Schering-Plough Corp.,
6.000%, due 08/13/10

4,489,071

5,743,821

Pipelines: 0.4%

105,000

El Paso Energy Capital Trust I,
4.750%, due 03/31/28

3,780,000

3,780,000

Savings & Loans: 0.7%

113,400

Sovereign Capital Trust,
4.375%, due 03/01/34

3,756,375

70,000

Washington Mutual, Inc.,
5.375%, due 05/03/41

1,977,500

900

Washington Mutual, Inc.,
7.750%, due 12/31/49

796,500

6,530,375

Sovereign: 0.4%

Fannie Mae,
5.375%, due 02/19/08

4,239,950

4,239,950

Telecommunications: 0.5%

6,000

Lucent Technologies Capital
Trust I, 7.750%, due 03/15/17

5,250,750

5,250,750

Total Preferred Stock
(Cost $39,748,964)

32,336,309

Principal
Amount

Value

CONVERTIBLE BONDS: 11.4%

Advertising: 0.2%

1,833,000

#,C

Interpublic Group of Cos., Inc.,
4.750%, due 03/15/23

1,910,903

1,910,903

Aerospace/Defense: 0.5%

4,225,000

L-3 Communications Corp.,
3.000%, due 08/01/35

5,128,094

5,128,094

See Accompanying Notes to Financial Statements
283

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Auto Manufacturers: 0.3%
$	2,531,000	C	Ford Motor Co., 4.250%, due 12/15/36	$	2,527,836
					2,527,836
			Biotechnology: 1.5%
	1,002,000	C	Affymetrix, Inc., 3.500%, due 01/15/38		1,078,403
	3,800,000		Amgen, Inc., 0.375%, due 02/01/13		3,358,250
	4,200,000	#	Amgen, Inc., 0.375%, due 02/01/13		3,711,750
	1,018,000		Charles River Laboratories International, Inc., 2.250%, due 06/15/13		1,500,278
	3,550,000	C	Invitrogen Corp., 1.500%, due 02/15/24		3,763,000
	725,000	C	Invitrogen Corp., 3.250%, due 06/15/25		846,438
					14,258,119
			Commercial Services: 0.1%
	936,000	#,C	Live Nation, Inc., 2.875%, due 07/15/27		801,450
					801,450
			Computers: 1.3%
	3,150,000	C	Electronic Data Systems Corp., 3.875%, due 07/15/23		3,146,063
	3,959,000	#	EMC Corp., 1.750%, due 12/01/11		5,369,394
	1,205,000		EMC Corp./Massachusetts, 1.750%, due 12/01/11		1,634,281
	2,548,000		SanDisk Corp., 1.000%, due 05/15/13		2,060,695
					12,210,433
			Diversified Financial Services: 1.8%
	5,800,000	C	Goldman Sachs Group, Inc., 2.000%, due 02/02/12		5,723,092
	4,500,000	#	Goldman Sachs Group, Inc., 2.000%, due 05/09/14		4,522,950
	7,800,000	C	Lehman Brothers Holdings, Inc., 1.500%, due 03/23/12		7,452,900
					17,698,942
			Entertainment: 0.2%
	1,920,000	C	International Game Technology, 2.600%, due 12/15/36		1,958,400
					1,958,400
			Environmental Control: 0.1%
	1,161,000	C	Allied Waste North America, Inc., 4.250%, due 04/15/34		1,085,535
					1,085,535
			Healthcare-Products: 1.3%
	1,300,000	C	Advanced Medical Optics, Inc., 2.500%, due 07/15/24		1,186,250
	3,104,000	#,C	Beckman Coulter, Inc., 2.500%, due 12/15/36		3,620,040
	1,263,000	C	Edwards Lifesciences Corp., 3.875%, due 05/15/33		1,280,366

Principal Amount				Value
$	3,960,000	C	Medtronic, Inc., 1.250%, due 09/15/21	$	3,969,900
	798,000		Medtronic, Inc., 1.500%, due 04/15/11		855,855
	660,000	#	St Jude Medical, Inc., 1.220%, due 12/15/08		664,950
	889,000		Wright Medical Group, Inc., 2.625%, due 12/01/14		960,120
					12,537,481
			Healthcare-Services: 0.4%
	1,200,000		AMERIGROUP Corp., 2.000%, due 05/15/12		1,315,500
	2,975,000	C	Health Management Associates, Inc., 4.375%, due 08/01/23		2,930,375
					4,245,875
			Media: 0.2%
	1,615,000	C	Sinclair Broadcast Group, Inc., 6.000%, due 09/15/12		1,485,800
					1,485,800
			Mining: 0.1%
	701,000	#	Newmont Mining Corp., 1.250%, due 07/15/14		881,508
					881,508
			Miscellaneous Manufacturing: 0.6%
	3,750,000	C	3M Co., 2.400%, due 11/21/32		3,290,625
	2,700,000	C	Eastman Kodak Co., 3.375%, due 10/15/33		2,760,750
					6,051,375
			Packaging & Containers: 0.3%
	2,900,000	#,C	Sealed Air Corp., 3.000%, due 06/30/33		2,791,250
					2,791,250
			Pharmaceuticals: 1.0%
	3,200,000	C	ImClone Systems, Inc., 1.375%, due 05/15/24		3,028,000
	2,894,000	@@,C	Teva Pharmaceutical Finance Co. BV, 1.750%, due 02/01/26		3,226,810
	3,512,000	C	Watson Pharmaceuticals, Inc., 1.750%, due 03/15/23		3,345,180
					9,599,990
			Retail: 0.3%
	2,100,000	C	Best Buy Co., Inc., 2.250%, due 01/15/22		2,535,750
					2,535,750
			Semiconductors: 0.2%
	2,208,000	#	Xilinx, Inc., 3.125%, due 03/15/37		1,909,920
					1,909,920
			Telecommunications: 1.0%
	2,000,000	#,C	JDS Uniphase Corp., 1.000%, due 05/15/26		1,610,000
	2,600,000	C,Z	JDS Uniphase Corp., 1.610%, due 11/15/10		2,483,000

See Accompanying Notes to Financial Statements
284

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Telecommunications (continued)
$	2,200,000		Level 3 Communications, Inc., 2.875%, due 07/15/10	$	1,930,500
	2,400,000		Level 3 Communications, Inc., 6.000%, due 03/15/10		2,148,000
	1,928,000	C	Lucent Technologies, Inc., 2.875%, due 06/15/25		1,602,650
					9,774,150
Total Convertible Bonds (Cost $107,082,265)					109,392,811
CORPORATE BONDS/NOTES: 6.6%
			Airlines: 0.1%
	443,766		America West Airlines, Inc., 7.100%, due 04/02/21		461,517
					461,517
			Auto Manufacturers: 0.0%
	325,000	@@	DaimlerChrysler NA Holding Corp., 7.750%, due 01/18/11		349,463
					349,463
			Banks: 1.1%
	615,000		Bank of America Corp., 5.750%, due 12/01/17		617,565
	425,000		Bank of New York, 3.800%, due 02/01/08		425,037
	175,000		Bank One Corp., 6.000%, due 02/17/09		176,609
	750,000		Marshall & Ilsley Bank, 3.800%, due 02/08/08		748,597
	320,000		Popular North America, Inc., 5.650%, due 04/15/09		323,231
	125,000		Sovereign Bank, 4.000%, due 02/01/08		124,873
	905,000	@@,#	Unicredit Luxembourg Finance SA, 5.143%, due 10/24/08		903,390
	5,048,000	#,C	US Bancorp., 3.115%, due 02/06/37		5,040,933
	1,415,000	C	Wachovia Capital Trust III, 5.800%, due 12/31/49		1,265,262
	715,000		Wells Fargo & Co., 5.625%, due 12/11/17		716,787
					10,342,284
			Beverages: 0.1%
	485,000	@@,#	FBG Finance Ltd., 5.125%, due 06/15/15		472,290
	445,000	#,C	Miller Brewing Co., 4.250%, due 08/15/08		443,131
					915,421
			Chemicals: 0.0%
	315,000	C	ICI Wilmington, Inc., 4.375%, due 12/01/08		314,636
					314,636

Principal Amount				Value
			Diversified Financial Services: 1.7%
$	1,100,000	#	AIG SunAmerica Global Financing VI, 6.300%, due 05/10/11	$	1,143,601
	705,000		American General Finance Corp., 4.625%, due 05/15/09		703,335
	50,000		American General Finance Corp., 4.625%, due 09/01/10		49,629
	200,000	C	AXA Financial, Inc., 6.500%, due 04/01/08		200,918
	320,000		Bear Stearns Cos., Inc., 6.400%, due 10/02/17		309,721
	305,000		CIT Group, Inc., 4.750%, due 08/15/08		302,185
	365,000		Citigroup, Inc., 5.875%, due 05/29/37		341,786
	380,000		Countrywide Home Loans, Inc., 3.250%, due 05/21/08		343,423
	600,000	#	Farmers Exchange Capital, 7.050%, due 07/15/28		594,777
	250,000		General Electric Capital Corp., 4.250%, due 12/01/10		249,494
	970,000		General Electric Capital Corp., 5.625%, due 09/15/17		997,050
	3,500,000		Goldman Sachs Group, Inc., 0.250%, due 08/30/08		4,698,890
	725,000	C	Goldman Sachs Group, Inc., 6.750%, due 10/01/37		712,584
	125,000		HSBC Finance Corp., 4.125%, due 12/15/08		123,884
	160,000		HSBC Finance Corp., 4.125%, due 11/16/09		158,238
	150,000		HSBC Finance Corp., 6.375%, due 10/15/11		154,678
	775,000		HSBC Finance Corp., 6.750%, due 05/15/11		804,559
	50,000		HSBC Finance Corp., 8.000%, due 07/15/10		53,324
	75,000	#	John Hancock Global Funding II, 7.900%, due 07/02/10		81,831
	425,000		JPMorgan Chase & Co., 6.750%, due 02/01/11		446,556
	805,000	C	Lehman Brothers Holdings, Inc., 6.875%, due 07/17/37		789,483
	400,000	@@,#,C	Mantis Reef Ltd., 4.692%, due 11/14/08		401,494
	650,000		MBNA Corp., 5.308%, due 05/05/08		651,204
	630,000	@@,#	Nationwide Building Society, 4.250%, due 02/01/10		629,739
	215,000		Textron Financial Corp., 4.125%, due 03/03/08		214,800
	480,000		Textron Financial Corp., 5.125%, due 02/03/11		493,308
	355,000	@@,#,C	Two-Rock Pass-Through Trust, 5.827%, due 02/11/50		160,194
	690,000	#	Xlliac Global Funding, 4.800%, due 08/10/10		694,539
					16,505,224

See Accompanying Notes to Financial Statements
285

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Electric: 0.5%
$	500,000	C	Arizona Public Service Co., 5.800%, due 06/30/14	$	499,755
	485,000	C	Carolina Power & Light Co., 5.125%, due 09/15/13		486,530
	110,000	C	Consumers Energy Co., 4.000%, due 05/15/10		107,564
	215,000	C	Consumers Energy Co., 4.800%, due 02/17/09		214,549
	280,000	C	Detroit Edison Co., 6.125%, due 10/01/10		290,470
	245,000	C	Entergy Gulf States, Inc., 3.600%, due 06/01/08		243,165
	170,000	C	Entergy Gulf States, Inc., 5.524%, due 12/01/09		168,932
	235,000	C	Nisource Finance Corp., 5.585%, due 11/23/09		232,834
	210,000	C	Ohio Edison Co., 6.400%, due 07/15/16		215,413
	470,000	C	Ohio Power Co., 6.000%, due 06/01/16		475,875
	518,000		Pacific Gas & Electric Co., 9.500%, due 06/30/10		1,587,670
					4,522,757
			Electrical Components & Equipment: 0.1%
	365,000	C	Cooper Industries, Inc., 5.250%, due 11/15/12		376,417
	280,000	@@,#	LG Electronics, Inc., 5.000%, due 06/17/10		280,440
					656,857
			Environmental Control: 0.0%
	150,000	C	Waste Management, Inc., 7.375%, due 08/01/10		158,537
					158,537
			Food: 0.1%
	205,000	C	ConAgra Foods, Inc., 7.000%, due 10/01/28		218,132
	190,000	C	ConAgra Foods, Inc., 8.250%, due 09/15/30		225,705
	430,000	C	Fred Meyer, Inc., 7.450%, due 03/01/08		431,523
					875,360
			Healthcare-Services: 0.3%
	2,544,000	C	LifePoint Hospitals, Inc., 3.500%, due 05/15/14		2,273,700
	235,000	C	UnitedHealth Group, Inc., 4.125%, due 08/15/09		233,696
	335,000		UnitedHealth Group, Inc., 5.204%, due 03/02/09		334,961
	95,000	C	WellPoint, Inc., 4.250%, due 12/15/09		93,941
					2,936,298
			Holding Companies-Diversified: 0.1%
	405,000	#,C	Capmark Financial Group, Inc., 5.875%, due 05/10/12		320,873
	170,000	#,C	Capmark Financial Group, Inc., 6.300%, due 05/10/17		126,934
					447,807

Principal Amount				Value
			Insurance: 0.3%
$	540,000	#,C	Catlin Insurance Co., Ltd., 7.249%, due 12/31/49	$	494,513
	2,035,000	+,C	Conseco, Inc., 3.500%, (Step rate 0.000%) due 09/30/35		1,788,256
	225,000	#	Farmers Insurance Exchange, 8.625%, due 05/01/24		251,130
	250,000		Nationwide Financial Services, 6.250%, due 11/15/11		263,217
	205,000	C	Platinum Underwriters Finance, Inc., 7.500%, due 06/01/17		211,887
	135,000		Prudential Financial, Inc., 6.625%, due 12/01/37		136,578
					3,145,581
			Media: 0.2%
	755,000	C	Comcast Cable Communications Holdings, Inc., 6.750%, due 01/30/11		789,887
	835,000		Time Warner, Inc., 5.109%, due 11/13/09		814,816
	495,000	C	Viacom, Inc., 6.875%, due 04/30/36		497,895
					2,102,598
			Miscellaneous Manufacturing: 0.1%
	710,000		General Electric Co., 5.250%, due 12/06/17		709,842
					709,842
			Oil & Gas: 0.0%
	350,000	C	Valero Energy Corp., 3.500%, due 04/01/09		344,138
					344,138
			Pharmaceuticals: 0.3%
	3,890,000	C	Omnicare, Inc., 3.250%, due 12/15/35		2,854,288
	207,000	C	Valeant Pharmaceuticals International, 4.000%, due 11/15/13		174,915
					3,029,203
			Pipelines: 0.1%
	135,000	C	CenterPoint Energy Resources Corp., 6.250%, due 02/01/37		129,978
	90,000	C	Centerpoint Energy, Inc., 7.875%, due 04/01/13		98,926
	175,000	C	Consolidated Natural Gas Co., 6.250%, due 11/01/11		182,058
	485,000	C	Plains All American Pipeline LP, 6.700%, due 05/15/36		488,953
	215,000	C	Texas Eastern Transmission LP, 7.000%, due 07/15/32		241,376
					1,141,291
			Real Estate: 0.2%
	110,000	@@,C	Brookfield Asset Management, Inc., 5.800%, due 04/25/17		110,941

See Accompanying Notes to Financial Statements
286

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Real Estate (continued)
$	575,000	@@	Brookfield Asset Management, Inc., 7.125%, due 06/15/12	$	617,858
	665,000		iStar Financial, Inc., 5.496%, due 03/09/10		596,627
	590,511	#	World Financial Properties, 6.910%, due 09/01/13		617,207
					1,942,633
			Retail: 0.2%
	130,000	C	CVS Caremark Corp., 5.750%, due 08/15/11		133,272
	85,000	C	CVS Caremark Corp., 5.750%, due 06/01/17		85,701
	430,245	#,C	CVS Lease Pass-Through, 6.036%, due 12/10/28		414,312
	10,000	C	Federated Department Stores, 6.900%, due 04/01/29		9,183
	680,000	C	Home Depot, Inc., 5.116%, due 12/16/09		666,503
	380,000	C	Yum! Brands, Inc., 8.875%, due 04/15/11		419,450
					1,728,421
			Savings & Loans: 0.2%
	830,000		Sovereign Bancorp., Inc., 5.114%, due 03/23/10		824,046
	225,000		Washington Mutual Bank, 5.500%, due 01/15/13		199,853
	300,000	#,C	Washington Mutual Preferred Funding II, 6.665%, due 12/29/49		177,258
	260,000		Washington Mutual, Inc., 8.250%, due 04/01/10		248,412
					1,449,569
			Semiconductors: 0.2%
	1,927,000	#,C	Linear Technology Corp., 3.000%, due 05/01/27		1,842,694
					1,842,694
			Telecommunications: 0.6%
	2,100,000	@@,C	Amdocs Ltd., 0.500%, due 03/15/24		2,144,625
	200,000	C	AT&T Corp., 8.000%, due 11/15/31		246,341
	270,000	C	AT&T, Inc., 6.150%, due 09/15/34		270,428
	740,000	C	AT&T, Inc., 6.300%, due 01/15/38		754,385
	535,000	@@,C	France Telecom SA, 8.500%, due 03/01/31		695,720
	440,000	C	Sprint Capital Corp., 8.750%, due 03/15/32		497,300
	630,000	@@,C	Telecom Italia Capital SA, 4.000%, due 01/15/10		617,340
	55,000	@@,C	Telecom Italia Capital SA, 4.875%, due 10/01/10		54,748
	515,000	@@,C	Telefonica Europe BV, 8.250%, due 09/15/30		637,717
					5,918,604

Principal Amount				Value
			Transportation: 0.1%
$	470,000	C	Burlington Northern Santa Fe Corp., 6.125%, due 03/15/09	$	476,333
	585,000		Union Pacific Corp., 6.625%, due 02/01/08		585,481
					1,061,814
Total Corporate Bonds/Notes (Cost $63,653,562)					62,902,549
U.S. GOVERNMENT AGENCY OBLIGATIONS: 1.3%
			Federal Home LoanMortgage Corporation: 0.7%
	2,150,000		6.250%, due 07/15/32		2,561,686
	3,200,000		6.750%, due 03/15/31		4,022,704
					6,584,390
			Federal National Mortgage Corporation: 0.6%
	4,850,000		6.625%, due 11/15/30		6,004,266
					6,004,266
Total U.S. Government Agency Obligations (Cost $11,575,561)					12,588,656
U.S. TREASURY OBLIGATIONS: 14.9%
			U.S. Treasury Bonds: 8.6%
	5,000,000		3.875%, due 02/15/13		5,101,565
	6,350,000		4.000%, due 02/15/14		6,489,408
	19,650,000		4.000%, due 02/15/15		19,934,021
	27,140,000		4.250%, due 08/15/13		28,138,671
	4,500,000		4.250%, due 11/15/13		4,666,995
	9,525,000		4.250%, due 11/15/14		9,829,362
	2,000,000		4.250%, due 08/15/15		2,053,438
	700,000		5.375%, due 02/15/31		788,868
	500,000		6.000%, due 08/15/09		523,008
	1,325,000		6.250%, due 05/15/30		1,653,974
	2,200,000		9.000%, due 11/15/18		3,111,282
					82,290,592
			U.S. Treasury Notes: 6.2%
	2,000,000		3.250%, due 01/15/09		2,004,064
	12,000,000		3.875%, due 05/15/09		12,129,384
	9,975,000		4.500%, due 02/28/11		10,393,491
	750,000		4.625%, due 08/31/11		785,391
	6,000,000		4.625%, due 02/29/12		6,298,128
	2,875,000		4.875%, due 05/31/08		2,893,420
	19,500,000		4.875%, due 05/15/09		19,966,187
	4,000,000		5.125%, due 06/30/08		4,034,376
	900,000		5.125%, due 06/30/11		956,462
					59,460,903
			U.S. Treasury STRIP: 0.1%
	3,100,000	^	4.630%, due 05/15/25		1,378,449
					1,378,449
Total U.S. Treasury Obligations (Cost $139,151,402)					143,129,944

See Accompanying Notes to Financial Statements
287

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
ASSET-BACKED SECURITIES: 2.2%
			Automobile Asset-Backed Securities: 1.4%
$	267,907	C	Capital Auto Receivables Asset Trust, 4.050%, due 07/15/09	$	267,677
	1,350,000	C	Capital Auto Receivables Asset Trust, 4.980%, due 05/15/11		1,355,185
	349,112	C	Capital Auto Receivables Asset Trust, 5.030%, due 10/15/09		349,350
	1,300,000	C	Capital Auto Receivables Asset Trust, 5.088%, due 07/15/10		1,291,115
	1,550,000	#,C	Capital Auto Receivables Asset Trust, 5.310%, due 10/20/09		1,552,462
	700,000	C	Capital One Auto Finance Trust, 5.070%, due 07/15/11		702,007
	197,581	C	Daimler Chrysler Auto Trust, 4.040%, due 09/08/09		197,400
	454,879	C	Ford Credit Auto Owner Trust, 5.050%, due 03/15/10		455,682
	1,225,000	C	Ford Credit Auto Owner Trust, 5.260%, due 10/15/10		1,230,765
	969,350	C	Harley-Davidson Motorcycle Trust, 3.760%, due 12/17/12		960,671
	804,832	C	Harley-Davidson Motorcycle Trust, 4.070%, due 02/15/12		801,061
	1,000,000	C	Harley-Davidson Motorcycle Trust, 4.410%, due 06/15/12		997,615
	600,000	#,C	Hertz Vehicle Financing, LLC, 4.930%, due 02/25/10		601,489
	24,501	C	Honda Auto Receivables Owner Trust, 3.930%, due 01/15/09		24,495
	518,885	C	Honda Auto Receivables Owner Trust, 4.850%, due 10/19/09		518,980
	294,919	C	Merrill Auto Trust Securitization, 4.100%, due 08/25/09		294,530
	373,107	C	Nissan Auto Receivables Owner Trust, 3.990%, due 07/15/09		372,163
	280,905	C	USAA Auto Owner Trust, 3.580%, due 02/15/11		280,655
	116,975	C	USAA Auto Owner Trust, 3.900%, due 07/15/09		116,885
	164,438	C	Wachovia Auto Owner Trust, 4.060%, due 09/21/09		164,051
	494,103	C	Wachovia Auto Owner Trust, 4.790%, due 04/20/10		493,943
					13,028,181
			Credit Card Asset-Backed Securities: 0.4%
	650,000	C	Capital One Multi-Asset Execution Trust, 5.750%, due 07/15/20		657,516

Principal Amount				Value
$	800,000	C	Chase Issuance Trust, 5.120%, due 10/15/14	$	820,289
	1,175,000		Citibank Credit Card Issuance Trust, 4.874%, due 03/22/12		1,168,802
	850,000	C	Citibank Credit Card Issuance Trust, 5.650%, due 09/20/19		863,813
	750,000	C	Discover Card Master Trust, 5.650%, due 03/16/20		764,766
					4,275,186
			Other Asset-Backed Securities: 0.4%
	1,083,613	C	Caterpillar Financial Asset Trust, 5.570%, due 05/25/10		1,090,645
	750,000	C	CIT Equipment Collateral, 5.070%, due 02/20/10		750,212
	40,167	C	CNH Equipment Trust, 4.020%, due 04/15/09		40,150
	598,723	C	CNH Equipment Trust, 4.270%, due 01/15/10		596,539
	590,927	C	CNH Equipment Trust, 5.200%, due 06/15/10		592,931
	377,436	#,C	GE Equipment Small Ticket, LLC, 4.380%, due 07/22/09		377,181
	591,936	#,C	GE Equipment Small Ticket, LLC, 4.880%, due 10/22/09		592,937
					4,040,595
Total Asset-Backed Securities (Cost $21,281,680)					21,343,962
Total Long-Term Investments (Cost $860,963,531)					940,670,318
SHORT-TERM INVESTMENTS: 5.5%
			Commercial Paper: 0.0%
	150,000		HSBC Finance Corp., 6.400%, due 06/17/08		150,716
Total Commercial Paper (Cost $151,784)					150,716
			U.S. Government Agency Obligations: 5.5%
	50,100,000	Z	Federal Home Loan Bank, 3.050%, due 01/02/08		50,090,954
	2,500,000	Z	Federal Home Loan Bank, 4.260%, due 01/11/08		2,496,677
Total U.S. Government Agency Obligations (Cost $52,587,631)					52,587,631
Total Short-Term Investments (Cost $52,739,415)					52,738,347

Total Investments in Securities (Cost $913,702,946)*	103.6	%	$	993,408,665
Other Assets and Liabilities - Net	(3.6	)		(34,343,082	)
Net Assets	100.0	%	$	959,065,583

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

STRIP Separate Trading of Registered Interest and Principal of Securities

See Accompanying Notes to Financial Statements
288

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

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

# Securities with purchases pursuant to Rule144A or section 4(2), under the Securities Act of 1933 and may

Not be resold subject to that rule except to qualified institutional buyers. Unless otherwise

Noted, these securities have been determined to be liquid under the guidelines established

By the Funds' Board of Directors/Trustees.

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

^ Interest Only (IO) Security

Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

* Cost for federal income tax purposes is $917,759,532

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	122,540,258
Gross Unrealized Depreciation		(46,891,125	)
Net Unrealized Appreciation	$	75,649,133

See Accompanying Notes to Financial Statements
289

TAX INFORMATION (UNAUDITED)

Dividends paid during the year ended December 31, 2007 were as follows:

Fund Name	Type	Per Share Amount
ING American Century Large Company Value Portfolio
Class ADV	NII	$	0.1578
Class I	NII	$	0.2557
Class S	NII	$	0.2005
All Classes	STCG	$	0.1374
All Classes	LTCG	$	0.9673
ING American Century Small-Mid Cap Value Portfolio
Class ADV	NII	$	0.0254
Class I	NII	$	0.0896
Class S	NII	$	0.0552
All Classes	STCG	$	1.1643
All Classes	LTCG	$	0.5727
ING Columbia Small Cap Value II Portfolio
Class ADV	NII	$	0.0169
Class I	NII	$	0.0165
Class S	NII	$	0.0119
ING Davis New York Venture Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.0721
Class S	NII	$	0.0513
All Classes	STCG	$	0.0701
All Classes	LTCG	$	0.0069
ING JPMorgan International Portfolio
Class ADV	NII	$	0.3392
Class I	NII	$	0.3746
Class S	NII	$	0.3074
ING JPMorgan Mid Cap Value Portfolio
Class ADV	NII	$	0.0722
Class I	NII	$	0.1239
Class S	NII	$	0.0889
All Classes	STCG	$	0.1480
All Classes	LTCG	$	0.6541
ING Legg Mason Partners Large Cap Growth Portfolio
All Classes	LTCG	$	0.1625
ING Lord Abbett U.S. Government Securities Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.5240
Class S	NII	$	0.4953
ING Neuberger Berman Partners Portfolio
Class ADV	NII	$	0.0330
Class I	NII	$	0.0329
Class S	NII	$	0.0269
All Classes	STCG	$	0.0701
All Classes	LTCG	$	0.4649
ING Neuberger Berman Regency Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.0519
Class S	NII	$	0.0288
All Classes	ROC	$	0.0501
All Classes	STCG	$	0.0178
All Classes	LTCG	$	0.0006
ING OpCap Balanced Value Portfolio
Class ADV	NII	$	0.0783
Class I	NII	$	0.2536
Class S	NII	$	0.2043
All Classes	STCG	$	0.2245
All Classes	LTCG	$	1.4712

Fund Name	Type	Per Share Amount
ING Oppenheimer Global Portfolio
Class ADV	NII	$	0.1068
Class I	NII	$	0.1903
Class S	NII	$	0.1708
All Classes	STCG	$	0.1573
All Classes	LTCG	$	0.5554
ING Oppenheimer Strategic Income Portfolio
Class ADV	NII	$	0.5059
Class I	NII	$	0.5199
Class S	NII	$	0.4946
ING PIMCO Total Return Portfolio
Class ADV	NII	$	0.3631
Class I	NII	$	0.4114
Class S	NII	$	0.3873
ING Pioneer High Yield Portfolio
Class ADV	NII	$	0.5410
Class I	NII	$	0.5927
Class S	NII	$	0.5669
ING T. Rowe Price Diversified Mid Cap Growth Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.0192
Class S	NII	$	—
All Classes	STCG	$	0.1598
All Classes	LTCG	$	0.7243
ING T. Rowe Price Growth Equity Portfolio
Class ADV	NII	$	0.0307
Class I	NII	$	0.3092
Class S	NII	$	0.1318
All Classes	STCG	$	0.4819
All Classes	LTCG	$	2.4461
ING Templeton Foreign Equity Portfolio
Class ADV	NII	$	0.1312
Class I	NII	$	0.1307
Class S	NII	$	0.1048
All Classes	STCG	$	0.0349
All Classes	LTCG	$	0.0700
ING Thornburg Value Portfolio
Class ADV	NII	$	0.1330
Class I	NII	$	0.1542
Class S	NII	$	0.1470
ING UBS U.S. Large Cap Equity Portfolio
Class ADV	NII	$	0.0695
Class I	NII	$	0.0769
Class S	NII	$	0.0684
ING UBS U.S. Small Cap Growth Portfolio
All Classes	STCG	$	0.6006
ING Van Kampen Comstock Portfolio
Class ADV	NII	$	0.1559
Class I	NII	$	0.2050
Class S	NII	$	0.1639
All Classes	STCG	$	0.0352
All Classes	LTCG	$	0.3282
ING Van Kampen Equity and Income Portfolio
Class ADV	NII	$	0.7846
Class I	NII	$	0.9743
Class S	NII	$	0.8940
All Classes	STCG	$	0.3175
All Classes	LTCG	$	0.7819

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

290

TAX INFORMATION (UNAUDITED) (CONTINUED)

Of the ordinary distributions made during the year ended December 31, 2007, the following percentages qualify for the dividends received deduction (DRD) available to corporate shareholders:

ING American Century Large Company Value Portfolio	91.17	%
ING American Century Small-Mid Cap Value Portfolio	11.99	%
ING Columbia Small Cap Value II Portfolio	99.45	%
ING Davis New York Venture Portfolio	76.69	%
ING JPMorgan Mid Cap Value Portfolio	95.60	%
ING Neuberger Berman Partners Portfolio	41.40	%
ING Neuberger Berman Regency Portfolio	87.85	%
ING OpCap Balanced Value Portfolio	38.06	%
ING Oppenheimer Global Portfolio	15.49	%
ING Oppenheimer Strategic Income Portfolio	0.54	%
ING Pioneer High Yield Portfolio	2.17	%
ING T. Rowe Price Diversified Mid Cap Growth Portfolio	37.89	%
ING T. Rowe Price Growth Equity Portfolio	64.17	%
ING Templeton Foreign Equity Portfolio	0.14	%
ING Thornburg Value Portfolio	100.00	%
ING UBS U.S. Large Cap Equity Portfolio	100.00	%
ING UBS U.S. Small Cap Growth Portfolio	2.55	%
ING Van Kampen Comstock Portfolio	98.84	%
ING Van Kampen Equity and Income Portfolio	38.73	%

Pursuant to Section 853 of the Internal Revenue Code, the Portfolios designate the following amounts as foreign taxes paid for the year ended December 31, 2007. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

	Foreign Taxes Paid		Per Share Amount
ING JPMorgan International Portfolio	$	1,905,234	$	0.0513
ING Oppenheimer Global Portfolio	$	3,491,628	$	0.0224
ING Templeton Foreign Equity Portfolio	$	162,181	$	0.0124

Listed below are the detail by country and per share amounts related to the foreign tax credit.

ING JPMorgan International Portfolio

Country	Gross Income		Gross Income Per Share		Foreign Taxes Paid Under Section 853		Foreign Tax Credit Per Share
Australia	$	237,764	$	0.0064	$	—	$	—
Belgium		595,444		0.0160		89,317		0.0024
Bermuda		244,778		0.0066		—		—
Brazil		416,630		0.0112		—		—
Egypt		18,649		0.0005		—		—
Finland		265,469		0.0071		39,820		0.0011
France		3,584,725		0.0965		537,259		0.0145
Germany		949,165		0.0256		96,773		0.0026
Greece		54,065		0.0015		—		—
Ireland		214,510		0.0058		—		—
Italy		2,059,513		0.0555		308,927		0.0083
Japan		2,077,110		0.0559		145,399		0.0039
Mexico		41,605		0.0011		—		—
Netherlands		667,265		0.0180		100,090		0.0027
South Korea		63,641		0.0017		10,475		0.0003
Spain		475,350		0.0128		71,260		0.0019
Sweden		282,809		0.0076		42,893		0.0012
Switzerland		2,842,808		0.0765		425,889		0.0114
Taiwan		185,665		0.0050		37,133		0.0010
United Kingdom		6,039,936		0.1626		—		—
Total	$	21,316,900			$	1,905,234	$	0.0513
Other Domestic Income		1,324,842
Total	$	22,641,742

291

TAX INFORMATION (UNAUDITED) (CONTINUED)

ING Oppenheimer Global Portfolio

Country	Gross Income		Gross Income Per Share		Foreign Taxes Paid Under Section 853		Foreign Tax Credit Per Share
Australia	$	12,471	$	0.0001	$	—	$	—
Bermuda		75,168		0.0005		—		—
Brazil		975,163		0.0062		—		—
Canada		1,235,747		0.0079		185,362		0.0012
Cayman Islands		11,939,344		0.0765		—		—
Denmark		130,183		0.0008		17,985		0.0001
Finland		1,061,719		0.0068		159,258		0.0010
France		5,080,908		0.0326		762,115		0.0049
Germany		2,689,254		0.0172		402,152		0.0026
Hong Kong		158,553		0.0010		—		—
India		1,027,052		0.0066		—		—
Italy		365,044		0.0023		54,757		0.0004
Japan		3,595,766		0.0230		251,783		0.0016
Mexico		1,404,348		0.0090		—		—
Netherlands		827,975		0.0053		118,254		0.0008
Norway		105,324		0.0007		15,799		0.0001
Panama		989,325		0.0063		—		—	��
Singapore		101,788		0.0007		—		—
South Korea		1,245,417		0.0080		205,494		0.0013
Spain		540,522		0.0035		81,078		0.0005
Sweden		4,071,638		0.0261		610,337		0.0039
Switzerland		1,863,109		0.0119		250,728		0.0016
Taiwan		1,887,109		0.0121		376,526		0.0024
United Kingdom		10,968,875		0.0703		—		—
Total	$	52,351,803			$	3,491,628	$	0.0224
Other Domestic Income		13,288,542
Total	$	65,640,345

ING Templeton Foreign Equity Portfolio

Country	Gross Income		Gross Income Per Share		Foreign Taxes Paid Under Section 853		Foreign Tax Credit Per Share
Australia	$	72,276	$	0.0055	$	—	$	—
Austria		24,209		0.0018		3,631		0.0003
Belgium		10,950		0.0008		1,598		0.0001
Brazil		24,649		0.0019		—		—
Canada		21,787		0.0017		2,942		0.0002
Cayman Islands		1,272		0.0001		—		—
China		51,005		0.0039		—		—
European Community		214		0.0000		—		—
Finland		59,835		0.0046		8,975		0.0007
France		255,615		0.0195		35,161		0.0027
Germany		151,062		0.0115		16,354		0.0013
Hong Kong		49,350		0.0038		—		—
India		17,188		0.0013		—		—
Italy		157,673		0.0120		23,651		0.0018
Japan		28,819		0.0022		2,017		0.0002
Mexico		13,793		0.0011		—		—
Netherlands		93,949		0.0072		13,765		0.0010
Norway		20,936		0.0016		3,141		0.0002
Portugal		28,129		0.0021		4,219		0.0003
Singapore		72,826		0.0055		—		—
South Africa		5,508		0.0004		—		—
South Korea		62,675		0.0048		10,281		0.0008
Spain		131,763		0.0100		19,649		0.0015
Sweden		20,830		0.0016		3,125		0.0002
Switzerland		65,807		0.0050		9,936		0.0008
Taiwan		18,686		0.0014		3,737		0.0003
United Kingdom		680,340		0.0518		—		—
Total	$	2,141,146			$	162,181	$	0.0124
Other Domestic Income		573,125
Total	$	2,714,271

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.

292

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 (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 Directors:

Colleen D. Baldwin
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 47

Director

November 2007 -Present

Consultant (January 2005 - Present). Formerly, Chief Operating Officer, Ivy Asset Management Group (April 2002 - October 2004). Chief Operating Officer, AIG Global Investment Group. (May 1995 - January 2002).

179

None

John V. Boyer
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54

Director

November 1997 -Present

Consultant (July 2007 - Present). Formerly, President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - July 2007), and Executive Director, The Mark Twain House & Museum⁽²⁾ (September 1989 - November 2005).

179

None

Patricia W. Chadwick
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 59

Director

January 2006 - Present

Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present).

179

Wisconsin Energy (June 2006 - Present).

Peter S. Drotch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 66

Director

November 2007 - Present

Retired partner. PricewaterhouseCoopers.

179

First Marblehead Corporation,(October 2003 - Present); BlackRock Funds/State Street Research Funds, Trustee (February 2004 - January 2007); Tufts Health Plan, Director (June 2006 - Present); and University of Connecticut, Trustee (November 2004 - Present)

J. Michael Earley
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 62

Director

January 2005 - Present

President, Chief Executive Officer and Director, Bankers Trust Company, N.A., Des Moines (June 1992 - Present).

179

Midamerica Financial Corporation (December 2002 - Present).

Patrick W. Kenny
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 65

Director

March 2002 - Present

President and Chief Executive Officer, International Insurance Society (June 2001 - Present).

179

Assured Guaranty Ltd. (April 2004 - Present); and Odyssey Reinsurance Holdings (November 2006 - Present).

293

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

Sheryl K. Pressler
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 57

Director

January 2006 - Present

Consultant (May 2001 - Present).

179

Stillwater Mining Company (May 2002 - Present); California HealthCare Foundation (June 1999 - Present); and Romanian-American Enterprise Fund (February 2004 - Present).

David W. C. Putnam
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 68

Director

January 2005 - Present

Chair, Board of Directors and President, F. L. Putnam Securities Company, Inc. (June 1978 - Present).

179

Principled Equity Market Trust (December 1996 - Present); and Asian American Bank and Trust Company (June 1993 - Present).

Roger B. Vincent
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 62

Chairman/
Director

January 2005 - Present

President, Springwell Corporation (March 1989 - Present).

179

UGI Corporation (February 2006 - Present); and UGI Utilities, Inc. (February 2006 - Present).

Directors who are "Interested Persons":

Robert W. Crispin⁽³⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 61

Director

November 2007 - Present

Retired Chairman and Chief Investment Officer, ING Investment Management Co. (June 2001 - December 2007)

179

ING Life Insurance and Annuity Company (May 2006 - Present); ING USA Annuity and Life Insurance Company (May 2006 - Present); Midwestern United Life Insurance Company (May 2006 - Present); ReliaStar Life Insurance Company (May 2006 - Present); Security Life of Denver Insurance Company (May 2006 - Present); Belair Insurance Company Inc. (August 2005 - Present); The Nordic Insurance Company of Canada (February 2005 - Present); Trafalgar Insurance Company of Canada (February 2005 - Present); ING Novex Insurance Company of Canada (February 2005 - Present); Allianz Insurance Company of Canada (February 2005 - Present); ING Canada Inc. (December 2004 - Present); ING Bank, fsb (June 2001 - Present); ING Investment Management, Inc (June 2001 - December 2007); ING Insurance Company of Canada (June 2001 - Present ); Sul America S.A. (June 2001 - Present); and ING Foundation (March 2004 - Present)

294

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

Shaun P. Mathews⁽³⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52

Director

November 2007 - Present

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

179

Mark Twain House & Museum⁽²⁾ (September 2002 - Present); Connecticut Forum (May 2002 - Present); Capital Community College Foundation (February 2002 - Present); ING Services Holding Company, Inc. (May 2000 - Present); Southland Life Insurance Company (June 2002 - Present); and ING Capital Corporation, LLC, ING Funds Distributor, LLC,⁽⁴⁾ ING Funds Services, LLC,⁽⁵⁾ ING Investments, LLC⁽⁶⁾ and ING Pilgrim Funding, Inc. (March 2006 - Present).

(1) Directors serve until their successors are duly elected and qualified, subject to the Board's retirement policy which states that each duly elected or appointed Director who is not an "interested person" of the Fund, as defined in the 1940 Act ("Independent Directors"), shall retire from service as a Director at the conclusion of the first regularly scheduled meeting of the Board that is held after the Director reaches the age of 70. A unanimous vote of the Board may extend the retirement date of a Director for up to one year. An extension may be permitted if the retirement would trigger a requirement to hold a meeting of shareholders of the Fund under applicable law, whether for purposes of appointing a successor to the Director or if otherwise necessary under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer needed.

(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 N.V. makes non-material, charitable contributions to The Mark Twain House & Museum.

(3) Messrs. Mathews and Crispin are deemed to be "interested persons" of the Fund as defined in the 1940 Act because of their relationship with ING Groep, the parent corporation of the Adviser, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.

(4) ING Funds Distributor, LLC is the sucessor in interest to ING Funds Distributor, Inc., which was previously known as ING Pilgrim Securities, Inc., and before that was known as Pilgrim Securities, Inc., and before that was known as Pilgrim America Securities, Inc.

(5) ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the sucessor in interest to ING Pilgrim Group, Inc., which was previously known as Pilgrim Group, Inc. and before that was known as Pilgrim America Group, Inc.

(6) ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.

295

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⁽⁵⁾7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52

President and Chief Executive Officer

November 2006 - Present

President and Chief Executive Officer, ING Investments, LLC⁽²⁾ and ING Funds Services, LLC⁽³⁾ (December 2006 - Present); and Head of ING USFS Mutual Funds and Investment Products (October 2004 - Present). Formerly, CMO, ING USFS (April 2002 - October 2004); and Head of Rollover/Payout (October 2001 - December 2003).

Michael J. Roland
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49

Executive Vice President

January 2005 - Present

Head of Mutual Fund Platform (February 2007 - Present); and Executive Vice President, ING Investments, LLC⁽²⁾ and ING Funds Services, LLC⁽³⁾ (December 2001 - Present). Formerly, Head of Product Management (January 2005 - January 2007); Chief Compliance Officer, ING Investments, LLC⁽²⁾ and Directed Services, LLC⁽⁶⁾ (October 2004 - December 2005); and Chief Financial Officer and Treasurer, ING Investments, LLC⁽²⁾ (December 2001 - March 2005).

Stanley D. Vyner
230 Park Avenue
New York, New York 10169
Age: 57

Executive Vice President

January 2005 - Present

Executive Vice President, ING Investments, LLC⁽²⁾ (July 2000 - Present); and Chief Investment Risk Officer, ING Investments, LLC⁽²⁾ (January 2003 - Present). Formerly, Chief Investment Officer of International Investments (August 2000 - January 2003).

Joseph M. O'Donnell
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53

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⁽²⁾ and Directed Services, LLC⁽⁶⁾ (March 2006 - Present); and Executive Vice President of the ING Funds (March 2006 - Present). Formerly, Chief Compliance Officer of ING Life Insurance and Annuity Company (March 2006 - December 2006); Vice President, Chief Legal Counsel, Chief Compliance Officer and Secretary of Atlas Securities, Inc., Atlas Advisers, Inc. and Atlas Funds (October 2001 - October 2004).

Todd Modic
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 40

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

March 2005 - Present

Senior Vice President, ING Funds Services, LLC⁽³⁾ (April 2005 - Present). Formerly, Vice President, ING Funds Services, LLC⁽³⁾ (September 2002 - March 2005); and Director of Financial Reporting, ING Investments, LLC⁽²⁾ (March 2001 - September 2002).

Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 43

Senior Vice President

January 2005 - Present

Senior Vice President, ING Investments, LLC⁽²⁾ (October 2003 - Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC⁽²⁾ (January 2001 - October 2003).

Ernest J. C'DeBaca
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 38

Senior Vice President

May 2006 - Present

Senior Vice President, ING Investments, LLC⁽²⁾ (December 2006 - Present); and ING Funds Services, LLC⁽³⁾ (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).

296

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 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 37

Senior Vice President

May 2006 - Present

Senior Vice President, Head of Division Operations, ING Funds (May 2006 - Present); and Vice President, Head of Division Operations, ING Funds Services, LLC⁽³⁾ (March 2006 - Present). Formerly, Vice President of Administration, ING Funds Services, LLC⁽³⁾ (October 2001 - March 2006).

Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 40

Vice President and Treasurer

January 2005 - Present

Vice President and Treasurer, ING Funds Services, LLC⁽³⁾ (October 2001 - Present) and ING Investments, LLC⁽²⁾ (August 1997 - Present).

Lauren D. Bensinger
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54

Vice President

January 2005 - Present

Vice President and Chief Compliance Officer, ING Funds Distributor, LLC⁽⁴⁾ (July 1995 - Present); and Vice President, ING Investments, LLC⁽²⁾ (February 1996 - Present); and Director of Compliance, ING Investments, LLC⁽²⁾ (October 2004 - Present). Formerly, Chief Compliance Officer, ING Investments, LLC⁽²⁾ (October 2001 - October 2004).

William Evans
10 State House Square
Hartford, Connecticut 06103
Age: 35

Vice President

September 2007 - Present

Vice President, Head of Mutual Fund Advisory Group (April 2007 - Present), Vice President, U.S. Mutual Funds and Investment Products (May 2005 - April 2007), Senior Fund Analyst, U.S. Mutual Funds and Investment Products (May 2002 - May 2005)

Maria M. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49

Vice President

January 2005 - Present

Vice President, ING Funds Services, LLC⁽³⁾ (September 2004 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC⁽³⁾ (October 2001 - September 2004); and Manager of Fund Accounting and Fund Compliance, ING Investments, LLC⁽²⁾ (September 1999 - October 2001).

Denise Lewis
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44

Vice President

January 2007 - Present

Vice President, ING Funds Services, LLC⁽³⁾ (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 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 50

Vice President

March 2006 - Present

Vice President, ING Funds Services, LLC⁽³⁾ (March 2006 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC⁽³⁾ (August 2004 - March 2006); Manager, Registration Statements, ING Funds Services, LLC⁽³⁾ (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 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 31

Assistant Vice President

January 2005 - Present

Assistant Vice President, ING Funds Services, LLC⁽³⁾ (December 2002 - Present); and has held various other positions with ING Funds Services, LLC⁽³⁾ for more than the last five years.

Huey P. Falgout, Jr.
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44

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).

297

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

Theresa K. Kelety
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44

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 shall have been elected and qualified.

(2) ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.

(3) ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the sucessor in interest to ING Pilgrim Group, Inc., which was previously known as Pilgrim Group, Inc. and before that was known as Pilgrim America Group, Inc.

(5) Mr. Mathews commenced services as CEO and President of the ING Funds on November 11, 2006.

(6) Directed Services, LLC is the sucessor in interest to Directed Services, Inc.

298

SHAREHOLDER MEETING INFORMATION (UNAUDITED)

A special meeting of shareholders of ING Partners, Inc. was held October 25, 2007, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

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

Matters:

1 To approve the election of eleven nominees to the Boards of Directors/Trustees of the Portfolios.

2 To approve a "Manager-of-Managers" arrangement for certain Portfolios to permit the Portfolios' investment adviser, subject to prior approval by the Board, to enter into and materially amend agreements with unaffiliated sub-advisers without obtaining the approval of the Portfolios' shareholders.

3 To approve the conversion of certain Portfolios' investment objectives from fundamental to non-fundamental.

Results:

	Proposal*			Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total shares voted
Colleen D. Baldwin		1			483,022,915		8,616,966		—		—		491,639,881
John V. Boyer		1			482,570,195		9,069,686		—		—		491,639,881
Patricia W. Chadwick		1			482,229,198		9,410,683		—		—		491,639,881
Robert W. Crispin		1			482,001,918		9,637,963		—		—		491,639,881
Peter S. Drotch		1			482,473,676		9,166,205		—		—		491,639,881
J. Michael Earley		1			482,066,524		9,573,357		—		—		491,639,881
Patrick W. Kenny		1			482,349,381		9,290,500		—		—		491,639,881
Shaun P. Mathews		1			482,345,787		9,294,094		—		—		491,639,881
Sheryl K. Pressler		1			481,846,320		9,793,561		—		—		491,639,881
David W.C. Putnam		1			481,635,830		10,004,051		—		—		491,639,881
Roger B. Vincent		1			482,354,446		9,285,435		—		—		491,639,881
ING American Century Large Company Value Portfolio		2			4,150,452		358,606		—		—		4,509,058
ING Baron Asset Portfolio		2			2,025,998		—		—				2,025,998
ING Baron Small Cap Growth Portfolio		2			14,281,034		3,159,547		262,023		—		17,702,604
ING Columbia Small Cap Value II Portfolio		2			11,535,700		639,265		205,491		—		12,380,456
ING Davis Venture Value Portfolio		2			9,898,293		641,064		92,936		—		10,632,293
ING JPMorgan International Portfolio		3			28,254,254		2,862,720		711,685		—		31,828,659
ING Legg Mason Partners Aggressive Growth Portfolio		2			20,996,397		654,524		148,221		—		21,799,142
ING Legg Mason Partners Aggressive Growth Portfolio		3			20,998,075		655,190		145,877		—		21,799,142
ING Lord Abbett U.S. Government Securities Portfolio		2			3,254,135		—		5		—		3,254,140
ING Neuberger Berman Regency Portfolio		2			1,412,150		—		26,126		—		1,438,276
ING Neuberger Berman Partners Portfolio		2			31,496,605		2,978,410		519,044		—		34,994,059
ING Oppenheimer Global Portfolio		2			78,164,854		3,524,047		841,352		—		82,530,253
ING Oppenheimer Strategic Income Portfolio		2			21,753,125		1,180,213		31,150		—		22,964,488
ING Pioneer High Yield Portfolio		2			10,036,550		—		—		—		10,036,550
ING T. Rowe Price Diversified Mid Cap Growth Portfolio		2			61,392,534		7,080,038		614,180		—		69,086,751
ING Templeton Foreign Equity Portfolio		2			6,726,167		195,089		56,902		—		6,978,158
ING Thornburg Value Portfolio		3			3,928,944		989,071		50,827		—		4,968,842
ING UBS U.S. Small Cap Growth Portfolio		2			3,064,209		—		—		—		3,064,209
ING Van Kampen Comstock Portfolio		2			58,694,881		4,119,382		863,096		—		63,677,359
ING Van Kampen Equity and Income Portfolio		2			12,551,037		579,844		49,919		—		13,180,800
ING T. Rowe Price Growth Equity Portfolio		3	**		10,446,448		999,458		185,998		—		11,631,903
ING UBS U.S. Large Cap Equity Portfolio		2	**		12,124,816		724,176		161,603		—		13,010,595
ING UBS U.S. Large Cap Equity Portfolio		3	**		12,279,750		553,752		177,094		—		13,010,595

* All proposals passed at this meeting.

** The Shareholder Meeting for ING T. Rowe Price Growth Equity Portfolio and ING UBS U.S. Large Cap Equity Portfolio was adjourned to November 21, 2007.

299

SHAREHOLDER MEETING INFORMATION (UNAUDITED) (CONTINUED)

A special meeting of shareholders of ING Partners, Inc. was held November 21, 2007, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

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

Matters:

3 To approve the conversion of certain Portfolios' investment objectives from fundamental to non-fundamental.

Results:

	Proposal*		Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total shares voted
ING UBS U.S. Large Cap Equity Portfolio		2		29,609,527		1,146,110		477,834		—		31,233,471
ING UBS U.S. Large Cap Equity Portfolio		3		29,305,735		1,428,039		499,697		—		31,233,471
ING T. Rowe Price Growth Equity Portfolio		3		11,294,617		941,835		430,763		—		12,667,215

* All proposals passed at this meeting.

300

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

Board Consideration and Re-Approval of Investment Advisory and Sub-Advisory Contracts

Section 15(c) of the Investment Company Act of 1940 (the "1940 Act") provides that, after an initial period, the Portfolios' existing investment advisory and sub-advisory contracts will remain in effect only if the Board of Trustees (the "Board") of the Portfolios, including a majority of Board members 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 Trustees"), annually review and approve them. Thus, at a meeting held on November 30, 2007, the Board, including a majority of the Independent Trustees, considered whether to renew the investment advisory contracts (the "Advisory Contracts") between Directed Services, LLC (the "Adviser") and the Portfolios and the sub-advisory contracts ("Sub-Advisory Contracts") with one or more sub-advisers to each Portfolio (the "Sub-Advisers").

The Independent Trustees also held separate meetings on October 10 and November 28, 2007 to consider the renewal of the Advisory Contracts and Sub-Advisory Contracts. As a result, subsequent references herein to factors considered and determinations made by the Independent Trustees include, as applicable, factors considered and determinations made on those earlier dates by the Independent Trustees.

At its November 30, 2007 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 to it throughout the year at regular meetings of the Board and the Board's committees, as well as information prepared specifically in connection with the annual renewal process. Determinations by the Independent Trustees also took into account various factors that they 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 Trustees 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 specific factors that the Board considered at its renewal meeting. While the Board gave its attention to the information furnished, at its request, that was most relevant to its considerations, 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, 2008. Each Board member may have accorded different weight to the various factors in reaching his or her conclusions with respect to each Portfolio's advisory and sub-advisory arrangements.

Overview of the Contract Renewal and Approval Process

Several years ago, the Independent Trustees instituted a revised process by which they seek and consider relevant information when they decide whether to approve new or existing advisory and sub-advisory arrangements for the investment companies in the ING Funds complex under their jurisdiction, including the Portfolios' existing Advisory and Sub-Advisory Contracts. Among other actions, the Independent Trustees: retained the services of independent consultants with experience in the mutual fund industry to assist the Independent Trustees 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 and to help evaluate that information; established a specific format in which certain requested information is provided to the Board; and determined t he process for reviewing such information in connection with Advisory and Sub-Advisory Contract renewals and approvals. The end result was an enhanced process which is currently employed by the Independent Trustees to review and analyze information in connection with their annual renewal of the Portfolios' Advisory and Sub-Advisory Contracts, as well as their review and approval of new advisory relationships.

Since the current renewal and approval process was first implemented, the Board's membership has changed substantially through periodic retirements of some Trustees and the appointment and election of new Trustees. In addition, throughout this period the Independent Trustees have reviewed and refined the renewal and approval process at least annually. The Board also established a Contracts Committee and two Investment Review Committees ("IRCs"). Among other matters, the Contracts Committee provides oversight with respect to the contracts renewal process, and each Portfolio is assigned to one of the two IRCs, which provides oversight regarding, among other matters, investment performance.

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The type and format of the information provided to the Board or to legal counsel for the Independent Trustees in connection with the contract approval and renewal process has been codified in the Portfolios' 15(c) Methodology Guide. This Guide was developed under the direction of the Independent Trustees and sets out a blueprint pursuant to which the Independent Trustees request certain information that they deem important to facilitate an informed review in connection with initial and annual approvals of Advisory and Sub-Advisory Contracts.

Management provides certain of the information requested by the 15(c) Methodology Guide in Fund Analysis and Comparison Tables ("FACT sheets") prior to the Independent Trustees' review of Advisory and Sub-Advisory Contracts. The Independent Trustees previously retained an independent firm to verify and test the accuracy of certain FACT sheet data for a representative sample of Funds in the ING Funds complex. In 2007, the Contracts Committee employed the services of an independent consultant to assist in its review and analysis of, among other matters, the 15(c) Methodology Guide, the content and format of the FACT sheets, and proposed selected p eer groups of investment companies ("SPGs") to be used by each Portfolio for certain comparison purposes during the renewal process.

As part of an ongoing process, the Contracts Committee recommends or considers recommendations from Management for refinements to the 15(c) Methodology Guide and other aspects of the review process, and the Board's IRCs review benchmarks used to assess the performance of each Portfolio. The IRCs may apply a heightened level of scrutiny in cases where performance has lagged a Portfolio's relevant benchmark and/or SPG.

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, 2008. Set forth below is a discussion of many of the Board's primary considerations and conclusions resulting from this process.

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, 2008, the Independent Trustees 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 meetings of the Board and its committees, as well as information furnished in connection with the contract renewal meetings.

The materials requested by and provided to the Board and/or to K&L Gates prior to the November 30, 2007 Board meeting included, among other information, the following items: (1) FACT sheets for each Portfolio that provided information regarding the performance and expenses of the Portfolio and other similarly managed funds in an SPG, as well as information regarding the Portfolio's investment portfolio, objectives and strategies; (2) the 15(c) Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which benchmarks and SPGs were selected and how profitability was determined; (3) responses from the Adviser and Sub-Advisers to a series of questions posed by K&L Gates on behalf of the Trustees; (4) copies of each form of Advisory Contract and Sub-Advi sory 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-Adviser; (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, fees and expenses compare to its SPG and/or designated benchmarks; (8) independent analyses of Portfolio performance by the Company's Chief Investment Risk Officer; (9) information regarding net asset flows into and out of the Funds; and (10) other information relevant to the Board's evaluations.

For each Portfolio, its Initial Class of shares were used for purposes of certain comparisons to the funds in its SPG. Initial Class shares generally were selected so that the class with the longest performance history was compared to the analogous class of shares for each SPG fund. The mutual funds included in a Portfolio's SPG were selected based upon criteria designed to mirror the Portfolio class being compared to the SPG.

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 that has been developed by Management. The Board also considered the techniques that the Adviser has 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' investment portfolios. The Board

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noted the resources that the Adviser has committed to the Board and to its IRCs to assist the Board and its 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 IRCs to analyze the key factors underlying investment performance for the Portfolios.

The Board also noted the techniques used by the Adviser to monitor the performance of Sub-Advisers and the proactive approach that the Adviser, working in cooperation with the IRCs, has taken to advocate or recommend, when it believed appropriate, changes designed to assist in improving the Portfolios' performance. Such changes could include, for example, changes in personnel who are responsible for managing a Portfolio's 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 and other Funds or among ING Funds available on a product platform, and the wide range of ING Funds available for exchange or transfer.

The Board also took into account the Adviser's efforts in recent years to reduce the expenses of the ING Funds through renegotiated arrangements with the ING Funds' service providers. In addition, the Board considered the efforts of the Adviser and the expenses that it incurred in recent years to help make the ING Funds complex more efficient by 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 Company's Chief Compliance Officer ("CCO") evaluating whether the regulatory compliance systems and procedures of the Adviser and each Sub-Adviser are reasonably designed to assure compliance with the federal securities laws, including those related to, among others, late trading and market timing, best execution, fair value pricing, proxy voting and trade allocation practices. The Board also took into account the CCO's annual and periodic reports and recommendations with respect to service provider compliance programs. In this regard, the Board also considered the policies and procedures developed by the CCO in consultation with the Boa rd'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 sufficient to sustain appropriate levels of performance and compliance 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 net investment returns of each Portfolio. 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 FACT sheets furnished in connection with the renewal process. The FACT sheet prepared for each Portfolio included its investment performance compared to the Portfolio's Morningstar category median, Lipper category median, SPG and primary benchmark. The Board's findings specific to each Portfolio's performance are discussed under "Portfolio-by-Portfolio Analysis," below.

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Economies of Scale

When evaluating the reasonableness of advisory fee rates, the Board also considered whether economies of scale will be realized by the Adviser as a Portfolio grows larger and the extent to which any such economies are reflected in contractual fee rates. In this regard, the Board noted any breakpoints in advisory fee schedules that resulted in a lower advisory fee rate 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 there are corresponding advisory fee breakpoints or waivers. For a Portfolio that did not have advisory fee breakpoints, but did benefit from waivers or reimbursements of advisory or other fees, the Board also considered the extent to which economies of scale could be realized through such waivers, reimbursements or expense reductions.

In evaluating economies of scale, the Independent Trustees also considered prior periodic management reports and industry information on this topic, and the Independent Trustees who were Board members at that time also considered a November 2006 evaluation and analysis presented to them by an independent consultant regarding fee breakpoint arrangements and economies of scale.

Information Regarding Services to Other Clients

The Board requested and, if received, considered information regarding 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 fee rates offered to other clients differed materially from those charged to the Portfolios, the Board considered any underlying rationale provided by the Adviser or Sub-Advisers for these differences. For unaffiliated Sub-Advisers, the Board did not view this information as being a key factor in its deliberations because of the arms-length nature of negotiations between the Adviser and unaffiliated Sub-Advisers with respect to sub-advisory fee rates. 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 P ortfolios.

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 considered any existing and proposed fee waivers and expense limitations applicable to the fees payable by the Portfolios.

The Board considered the fee structures of each Portfolio 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.

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 related assumptions) specified in the 15(c) 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 weigh t to profitability considerations, or did not view this data as imperative to its deliberations, given the arm's-length nature of the relationship between the Adviser and these Sub-Advisers with respect to the negotiation of sub-advisory fee rates.

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

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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 or capture Management's entrepreneurial risk associated with offering and managing a mutual fund complex in the current regulatory and market environment.

In their review of advisory fee rates, the Independent Trustees, from time to time, have directed the Adviser, and the Adviser has agreed, to implement remedial actions for certain Funds within the ING Funds complex. These remedial actions have included, among others: reductions in expense caps or management fee rates; the addition of further breakpoints to fee schedules; reductions in Rule 12b-1 fees payable by a Fund; the merger of certain Funds with and into comparable Funds; changes to the Sub-Adviser or portfolio manager managing a Fund; and enhancements to the resources available to a Sub-Adviser when managing a Fund. As applicable, the Independent Trustees have requested these adjustments primarily on the basis of a Fund's performance as compared to its peer group or benchmarks, or its management fee rate or overall expense ratio in relation to its peer group.

Based on the information on revenues, costs, and profitability considered by the Board, and after considering the factors described in this section, as well as any remedial actions requested by the Independent Trustees 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 arm's-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 30, 2007 meeting in relation to renewing each Portfolio's current Advisory Contract and its Sub-Advisory Contract for the year ending November 30, 2008. 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. With respect to Morningstar quintile rankings, the first quintile represents the highest (best) performance and the fifth quintile represents the lowest performance. Each Portfolio's management fee and expense ratio were compared to the fees and expense ratios of the funds in its SPG.

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, 2007: (1) the Portfolio underperformed its Morningstar category median for the three-month, year-to-date, three-year and five-year periods, but outperformed its Morningstar category median for the three-month and one-year periods; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the most recent calendar quarter, during which it outperformed; (3) the Portfolio underperformed its style specific benchmark for all periods presented, with the exception of the most recent calendar quarter and one-year periods, during which it outperformed; and (4) the Portfolio is ranked in the third quintile of its Morningstar category for the most recent calendar quarter and one-year periods, the fourth quintile for the five-year period, and the fifth (lowest) quintile for the year-to-date and three-year periods.

In analyzing this performance data, the Board took into account: (1) there was a change in sub-adviser to the Portfolio in April 2005 to address the Board's concerns about performance; (2) in December 2006, there was a modification to the Portfolio's portfolio management team; (3) Management would continue to monitor, and the Board or its Investment Review Committee would periodically review, the Portfolio's investment performance; and (4) Management's expectation that the Portfolio's longer-term performance will improve.

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 SPG, including that: (a) the management fee for the Portfolio is above the median and the average

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management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

In analyzing this fee data, the Board considered Management's agreement to put into place, at the direction of the Board following the 2007 contract renewal process, limits on the Portfolio's expenses, to become effective January 1, 2008.

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 that Management will continue to monitor, and the Board or its Investment Review Committee will periodically review, its performance, 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, 2008. During this renewal process, different Board members may have given different weight to different individu al 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 Century Small-Mid Cap Value Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of the three-year and five-year periods, during which it underperformed; (2) the Portfolio outperformed its primary benchmark for all periods presented, with the exception of the three-year and five-year periods, during which it underperformed; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the one-year period, the second quintile for the most recent calendar quarter, the third quintile for the year-to-date and three-year periods, and the fourth quintile for the five-year period.

In analyzing this performance data, the Board took into account that: (1) in April 2006, a mid-cap sleeve, managed by new portfolio managers, was added to the Portfolio to address capacity constraints; and (2) in November 2006 the Portfolio's portfolio management team was modified.

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 SPG, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

In analyzing this fee data, the Board took into consideration: (1) in April 2006 the Portfolio's sub-advisory fee was reduced in conjunction with the addition of the new mid-cap sleeve; and (2) in January 2007, at the direction of the Board following the 2006 contract renewal process, Management implemented limits on the Portfolio's expenses.

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 the Portfolio's investment strategy was changed in conjunction with the addition of a new mid-cap sleeve managed by new portfolio managers, and its portfolio management team was modified in November 2006, and it is reasonable to permit the 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, 2008. During this renewal process, dif ferent Board members may have given different weight to different individual factors and related conclusions.

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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, 2007: (1) the Portfolio underperformed its Morningstar category median for all periods presented; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the most recent calendar quarter, during which it outperformed; and (3) the Portfolio is ranked in the fourth quintile of its Morningstar category for the one-year period, and the fifth (lowest) quintile for the most recent calendar quarter and year-to-date periods.

In analyzing this performance data, the Board took into account: (1) Management's analysis of the negative effect that sector allocation and stock selection had on the Portfolio's performance; and (2) the Portfolio launched in January 2006, and therefore had a limited operating history for the purpose of analyzing Portfolio performance.

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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Baron Asset Portfolio, as compared to its SPG, including that: (a) the management fee (inclusive of a 0.10% administration fee) for the Portfolio is above the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

In analyzing this fee data, the Board took into account: (1) the advisory fee waivers that Management had put into place, which lower the effective management fee rate payable by the Portfolio; and (2) in July 2007 Management had implemented breakpoint discounts on the Portfolio's advisory 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 was launched in January 2006, and it is reasonable to permit the Portfolio to establish a longer operating history for the purposes of evaluating 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, 2008. 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, 2007: (1) the Portfolio underperformed its Morningstar category median for the most recent calendar quarter, year-to-date, and one-year periods, but outperformed for the three-year and five-year periods; (2) the Portfolio outperformed its primary benchmark for all periods presented, with the exception of the one-year period, during which it underperformed; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the three-year and five-year periods, the fourth quintile for the one-year period, and the fifth (lowest) quintile for the most recent calendar quarter and year-to-date 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 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 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 does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its SPG, 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 SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

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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, 2008. 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

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Columbia Small Cap Value II Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the first (highest) quintile for the most recent calendar quarter and year-to-date periods, the second quintile for the one-year period.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Columbia Small Cap Value II 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 SPG, including that: (a) the management fee (inclusive of 0.10% administration fee) for the Portfolio is equal to the median and below the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is equal to the median and below the average expense ratios of the funds in its SPG.

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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Davis New York Venture Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Davis New York Venture Value Portfolio (formerly ING Davis Venture Value Portfolio), the Board considered that, based on performance data for the periods ended June 30, 2007: (1) the Portfolio outperformed its Morningstar category median for the most recent calendar quarter and five-year period, but underperformed for the year-to-date, one-year, and three-year periods; (2) the Portfolio outperformed its primary benchmark for the most recent calendar quarter and five-year periods, but underperformed for the year-to-date, one-year, and three-year periods; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the five-year period, the third quintile for the most recent calendar quarter and year-to-date periods, the fourth quintile for the one-year period, and the fifth (lowest) quintile for the three-year period.

In analyzing this performance data, the Board took into account: (1) in October 2005, a new Sub-Adviser and portfolio management team assumed responsibility for managing the Portfolio's assets; and (2) Management's analysis regarding the rationale for underperformance in certain periods, including its analysis regarding the negative effect of sector allocation on the Portfolio's more recent performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Davis New York 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 SPG, including that: (a) the management fee (inclusive of 0.10% administration fee) for the Portfolio is above the

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median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

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 the Sub-Adviser and portfolio managers to the Portfolio in October 2005, and it is reasonable to assess whether longer-term performance improves as a result of these changes; 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, 2008. 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, 2007: (1) the Portfolio underperformed its Morningstar category median for all periods presented; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the most recent calendar quarter, during which it outperformed; and (3) the Portfolio is ranked in the third quintile of its Morningstar category for the most recent calendar quarter, and the fifth (lowest) quintile for the year-to-date, one-year, three-year, and five-year periods.

In analyzing this performance data, the Board took into account: (1) Management's representations that it is exploring alternatives to address the Board's concerns about the Portfolio's underperformance; 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; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio as compared to its SPG, including that: (a) the management fee for the Portfolio is equal to the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

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, 2007: (1) the Portfolio underperformed its Morningstar category median for all periods presented, with the exception of the five-year period, during which it outperformed; (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 five-year period, the third quintile for the three-year period, and the fifth (lowest) quintile for the most recent calendar quarter, year-to-date, and one-year periods.

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In analyzing this performance data, the Board took into account: (1) Management's analysis of the negative effect that sector allocation and stock selection had on the Portfolio's performance; and (2) that Management would continue to monitor, and the Board or its Investment Review Committee would review, the Portfolio's investment 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 the Portfolio, as compared to its SPG, including that: (a) the management fee for the Portfolio is equal to the median and below the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

ING Legg Mason Partners 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, 2007: (1) the Portfolio underperformed its Morningstar category median and its primary benchmark for the most recent calendar quarter, year-to-date, and one-year periods, but outperformed for the three-year and five-year periods; and (2) the Portfolio is ranked in the second quintile of its Morningstar category for the three-year and five-year periods, the fourth quintile for the most recent calendar quarter, and the fifth (lowest) quintile for the year-to-date and one-year periods.

In analyzing this performance data, the Board took into account: (1) Management's analysis of the negative effect that sector allocation and stock selection had on the Portfolio's performance; (2) that Management would continue to monitor, and the Board or its Investment Review Committee would periodically review, the Portfolio's investment performance; and (3) Management's expectation that the Portfolio's longer-term performance will improve.

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 fees, 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 SPG, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

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ING Legg Mason Partners 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, 2007: (1) the Portfolio underperformed its Morningstar category median for all periods presented, with the exception of the most recent calendar quarter, during which it outperformed; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the most recent calendar quarter, during which it outperformed; and (3) the Portfolio is ranked in the third quintile of its Morningstar Category for the most recent calendar quarter, the fourth quintile for the one-year period, and the fifth (lowest) quintile for the year-to-date and three-year periods.

In analyzing this performance data, the Board took into account: (1) Management's representations regarding the alternatives that Management was exploring with the Board to address the Board's concerns about the Portfolio's performance; and (2) that Management would continue to monitor, and the Board or its Investment Review Committee would review, the Portfolio's investment 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 SPG, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is equal to the median and below the average expense ratios of the funds in its SPG.

ING Lord Abbett U.S. Government Securities Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Lord Abbett U.S. Government Securities Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2007: (1) the Portfolio underperformed 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 third quintile of its Morningstar category for the one-year period, and the fifth (lowest) quintile for the most recent calendar quarter and year-to-date periods.

In analyzing this performance data, the Board took into account that: (1) the Portfolio was launched in January 2006 and therefore had limited operating history for the purpose of analyzing Portfolio performance; (2) Management's representations that it was exploring opportunities to address the Board's concerns about underperformance, including a possible merger of the Portfolio with and into another ING Fund, which would be completed during 2008 if approved by the Portfolio's shareholders and by the Board; and (3) 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 Lord Abbett U.S. Government Securities 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; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Lord Abbett U.S. Government Securities Portfolio, as compared to its SPG, including that: (a) the management fee (inclusive of 0.10% administration fee) for the Portfolio is below the median and below the average management fees of the

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funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and above the average expense ratios of the funds in its SPG.

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 that Management will continue to monitor, and the Board or its Investment Review Committee will periodically review, its performance, as well as measures proposed to address the Board's performance concerns, 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, 2008. During this renewal process, dif ferent Board members may have given different weight to different individual factors and related conclusions.

ING Neuberger Berman Partners Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Neuberger Berman Partners Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category median for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Neuberger Berman Partners 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 SPG, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Portfolio is below the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG.

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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Neuberger Berman Regency Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Neuberger Berman Regency Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2007: (1) the Portfolio underperformed its Morningstar category median for all periods presented, with the exception of the most recent calendar quarter, during which it outperformed; (2) the Portfolio outperformed its primary benchmark for all periods presented, with the exception of the one-year period, during which it underperformed; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the most recent calendar quarter, the fourth quintile for the year-to-date period, and the fifth (lowest) quintile for the one-year period.

In analyzing this performance data, the Board took into account that: (1) the Portfolio launched in December 2005 and therefore had limited operating history for the purpose of analyzing Portfolio performance; (2) Management's analysis regarding the Sub-Adviser's rationale for under performance, including the negative effect of stock selection in the consumer discretionary sector; and (3) Management would continue to monitor, and the Board or its Investment Review Committee would periodically review, the Portfolio's investment performance.

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In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Neuberger Berman Regency 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 Neuberger Berman Regency Portfolio, as compared to its SPG, including that: (a) the management fee (inclusive of 0.10% administration fee) for the Portfolio is above the median and equal to the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is below the median and below the average expense ratios of the funds in its SPG.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio's management fee 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 was launched in December 2005, and it is reasonable to permit the Portfolio to establish a longer operating history for purposes of evaluating 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, 2008. 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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of the year-to-date and three-year periods, during which it underperformed; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the five-year period, during which it outperformed; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter and five-year periods, the second quintile for the one-year period, the third quintile for the year-to-date period, and the fourth quintile for the three-year period.

In analyzing this performance data, the Board took into account Management's representations about improvements in the Portfolio's performance during the most recent calendar quarter.

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; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio as compared to its SPG, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of

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the year-to-date and one-year periods, during which it underperformed; (2) the Portfolio outperformed its primary benchmark for all periods presented, with the exception of the year-to-date and one-year periods, during which it underperformed; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the most recent calendar quarter and five-year periods, and the third quintile for the year-to-date, one-year, and three-year 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; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio as compared to its SPG, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG.

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, 2008. 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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for all periods presented.

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 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 SPG, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is below the median and below the average expense ratios of the funds in its SPG.

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, 2008. During this renewal process, different Board members may have given different weight to different individual 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, 2007: (1) the Portfolio underperformed its Morningstar category median for the most recent calendar quarter, year-to-date, and one-year periods, but outperformed for the three-year and five-year periods; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the five-year period, during which it outperformed; and (3) the Portfolio is ranked in the third quintile of its Morningstar category for

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the one-year, three-year, and five-year periods, and the fourth quintile for the most recent calendar quarter and year-to-date periods.

In analyzing this performance data, the Board took into account Management's representations regarding the changes to the Portfolio's portfolio management team implemented in April 2007.

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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING PIMCO Total Return Portfolio, as compared to its SPG, 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 SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG.

In analyzing this fee data, the Board took into consideration that, at the direction of the Board following the 2006 contract renewal process, Management implemented breakpoints on the Portfolio's administrative fees.

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 the portfolio managers to the Portfolio in April 2007, and it is reasonable to assess whether longer-term performance improves as a result of this change; 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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Pioneer High Yield Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Pioneer High Yield Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for all periods presented.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Pioneer High Yield 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 SPG, including that: (a) the management fee (inclusive of 0.10% administration fee) for the Portfolio is equal to the median and above the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is below the median and below the average expense ratios of the funds in its SPG.

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, 2008. 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, 2007: (1) the Portfolio underperformed its Morningstar category median for all periods presented, with the exception of the one-year period, during which it outperformed; (2) the Portfolio underperformed its

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primary benchmark for all periods presented, with the exception of the most recent calendar quarter and one-year period during which it outperformed; and (3) the Portfolio is ranked in the third quintile of its Morningstar category for the most recent calendar quarter and one-year periods, and the fourth quintile for the year-to-date, three-year, and five-year periods.

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) that 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 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 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 SPG, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG.

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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the one-year, three-year, and five-year periods, the second quintile for the most recent calendar quarter, and the third quintile for the year-to-date period.

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 does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its SPG, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is below the median and equal to the average expense ratios of the funds in its SPG.

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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Templeton Foreign Equity Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Templeton Foreign Equity Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio

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underperformed its primary benchmark for the most recent calendar quarter and year-to-date periods, but outperformed for the one-year period; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the year-to-date and one-year periods, and the second quintile for the most recent calendar quarter.

In analyzing this performance data the Board took into account that the Portfolio launched in January 2006, and therefore had a limited operating history for the purpose of analyzing Portfolio performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Templeton Foreign 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 the Portfolio, as compared to its SPG, including that (a) the management fee (inclusive of a 10% administration fee) for the Portfolio is equal to the median and below the average management fees of the funds in its SPG; and (b) the expense ratio of the Portfolio is above the median and below the average expense ratios of the funds in its SPG.

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 was launched in January 2006, and it is reasonable to permit the Portfolio to establish a longer operating history for purposes of evaluating 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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Thornburg Value 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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its primary benchmark for all periods presented, with the exception of the five-year period, during which it underperformed; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter, year-to-date, and one-year periods, the second quintile for the three-year period, and the third quintile for the five-year period.

In analyzing this performance data, the Board took into account that in August 2006 a new Sub-Adviser was engaged to manage the Portfolio to address the Board's concerns about performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Thornburg Value Portfolio (formerly ING MFS Capital Opportunities 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 SPG, including that: (a) the management fee for the Portfolio is equal to the median and below the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

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 a new Sub-Adviser assumed responsibility for management of the Portfolio, and it is reasonable to permit the Sub-Adviser to continue to manage the Portfolio in order 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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

317

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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category median for the one- and three- year periods, the second quintile for the most recent calendar quarter and five-year periods, and the third quintile for the year-to-date period.

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 the Portfolio, as compared to its SPG, including that: (a) the management fee for the Portfolio is above the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

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, 2008. 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 Portfolio

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, based on performance data for the periods ended June 30, 2007: (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 and one-year periods, but outperformed for the year-to-date period; and (3) the Portfolio is ranked in the third quintile of its Morningstar category median for the year-to-date period, the fourth quintile for the one-year period, and the fifth (lowest) quintile for the most recent calendar quarter.

In analyzing this performance data, the Board took into account that the Portfolio launched in April 2006, and therefore had a limited operating history for the purpose of analyzing Portfolio performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for the 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 SPG, including that: (a) the management fee (inclusive of the 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 SPG; and (b) the expense ratio for the Portfolio is equal to the median and below the average expense ratios of the funds in its SPG.

In analyzing this fee data, the Board took into consideration Management's waiver of a portion of the Portfolio's management fee, which resulted in a lower effective management fee for the Portfolio.

318

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2008. 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, 2007: (1) the Portfolio underperformed its Morningstar category median for all periods presented, with the exception of the five-year period, during which it outperformed; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the most recent calendar quarter and year-to-date periods, during which it outperformed; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the five-year period, the fourth quintile for the year-to-date, one-year, and three-year periods, and the fifth (lowest) quintile for the most recent calendar quarter.

In analyzing this performance data, the Board took into account: (1) Management's analysis regarding the reasons for underperformance, including the negative effect of sector allocation and stock selection on performance; (2) Management would continue to monitor, and the Board or its Investment Review Committee would periodically review, the Portfolio's investment performance; and (3) Management's expectation that longer-term performance will improve.

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; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio as compared to its SPG, including that: (a) the management fee for the Portfolio is below the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is above the median and the average expense ratios of the funds in its SPG.

ING Van Kampen Equity and 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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the most recent calendar quarter, during which it outperformed; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter, three-year, and five-year periods, and the second quintile 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 does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its SPG, including that: (a) the management fee for the Portfolio is equal to the median and below the average

319

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

management fees of the funds in its SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG.

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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

320

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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 Mellon Corporation
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

(1207-022908)

Funds

Annual Report

December 31, 2007

Service Class ("Class S") and
Adviser Class ("Class ADV")

ING Partners, Inc.

n ING Fidelity^® VIP Contrafund^® Portfolio*

n ING Fidelity^® VIP Equity-Income Portfolio*

n ING Fidelity^® VIP Growth Portfolio*

n ING Fidelity^® VIP Mid Cap Portfolio*

* 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					23

Portfolio of Investments					30

Shareholder Meeting Information					34

Tax Information					35

Director and Officer Information					36

Advisory Contract Approval Discussion					42

PROXY VOTING INFORMATION

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 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 (800) SEC-0330; and is available upon request from the Portfolio by calling Shareholder Services toll-free at (800) 992-0180.

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PRESIDENT'S LETTER

Dear Shareholder,

Sincerely,

Shaun P. Mathews
President
ING Funds
January 28, 2008

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

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2007

After recording a solid, if frequently nervous, 8.2% in the first half of the reporting period, global equities in the form of the Morgan Stanley Capital International World Index^SM⁽¹⁾ ("MSCI World Index^SM") measured in local currencies, including net reinvested dividends ("MSCI" for regions discussed below) succumbed to a 3.2% loss in the second half of the reporting period, as some important debt markets all but seized up, the crisis threaten ing the solvency of financial institutions and forcing central bankers to throw lifelines to stranded borrowers, while investors fled to the safe haven of short Treasuries. By year-end, confidence was wavering, oil was nudging $100 per barrel and markets seemed to be pricing in a recession. In currencies, the yen strengthened as "carry trades" were unwound in the flight from risk. The euro benefited from the European Central Bank's implacable refusal to match the Federal Reserve Board (the "Fed") and reduce interest rates. But the pound finally gave back some of its recent gains as the UK housing market started to sag. For the second six months, the dollar fell 8.5% and 8.9% against the euro and yen respectively, but rose 0.3% against the pound.

But it was no good. Using the discount window had a stigma attached to it while the liquidity problem was not an overnight one. The one-month London Interbank Offered Rate ("LIBOR") continued to rise even as the Fed eased. A procession of financial institutions announced heavy write-downs of mortgage-backed assets, along with various capital saving and raising initiatives, including the tapping of billions of dollars from sovereign wealth funds based in the Middle-East and Asia, surely a development of historic significance.

But by year end global economic conditions were still clearly weakening and many felt that the U.S. might already be in or on the cusp of recession.

In U.S. fixed income markets' the Treasury yield curve steepened in the first half and continued to do so in the second. The yield on the ten-year Treasury Note fell 100 basis points (1.00%) to 4.03%, while the yield on the three-month Bill fell 153 basis points (1.53%) to 3.14%. The broader Lehman Brothers^® Aggregate Bond Index⁽²⁾ ("LBAB") of investment grade bonds returned 5.93% for the first half of the reporting period and 6.97% for the year ended Decemb er 31, 2007.

U.S. equities, represented by the Standard & Poor's 500^® Composite Stock Price Index⁽³⁾ ("S&P 500^® Index") including dividends, lost 1.4% in the second half, with the worst fourth quarter since 2000, after gaining 7% through June. For a while, as the events described above played out, investors seemed to believe that the Fed had the will and the tools to keep any down turn brief. The S&P 500^® Index actually made a new high on October 9, 2007. For the year ended December 31, 2007, the S&P 500^® Index returned 5.49%. But, the sense that a serious crisis was only just beginning to unfold and a succession of earnings disappointments especially among the financials sector, increasingly weighed on sentiment as the year wound down. Bizarrely, gross domestic product ("GDP") growth was being reported at a brisk 4.9% for the third quarter, even as S&P 500 companies were reporting a decline in operating profits, the first fall in more than five years.

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2007

Internationally, the MSCI Japan^® Index⁽⁴⁾ slumped 15.8% in the second half of the reporting period on a resumption of falling consumer prices and fading global growth, while the strengthening yen threatened all-important exports. For the year ended December 31, 2007, the MSCI Japan^® Index lost 4.23%. The MSCI Europe ex UK^® Index⁽⁵⁾ lost 4.8% in the second six months of the reporting period. A first half rally g ave way to nervousness in mid-July after another rate increase and turned into a rout as the sub-prime debacle took shape. U.S. rate cuts were not reciprocated by the European Central Bank, which, with headline inflation up to 3.1%, confined its response to making liquidity available to the banking system, a staggering €500 billion on December 18, 2007. In the UK, stocks surged into the summer making the August 2007 slide even more violent than in continental Europe. But similar inflation worries limited the Bank of England to one 0.25% rate reduction despite a clearly weakening housing market. The MSCI UK^® Inde x⁽⁵⁾ fell 1.4% in the second half of the reporting period and returned 8.36% for the year ended December 31, 2007.

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

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

⁽⁴⁾ The MSCI Japan^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.

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

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 ING's 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

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, 2007, the Portfolio's Class S and Class ADV shares returned 16.92% and 16.69%, respectively, compared to the S&P 500^® Index⁽¹⁾, which returned 5.49%.

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Classes S and ADV November 15, 2004
Class S		16.92	%		15.37	%
Class ADV		16.69	%		15.05	%
S&P 500^® Index⁽¹⁾		5.49	%		10.68	%⁽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.

PORTFOLIO MANAGERS' REPORT

ING FIDELITY^® VIP EQUITY-INCOME PORTFOLIO

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, 2007, the Portfolio's Class S and Class ADV shares returned 0.97% and 0.69%, respectively, compared to the Russell 3000^® Value Index⁽¹⁾, which returned (1.01)%.

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Classes S and ADV November 15, 2004
Class S		0.97	%		8.97	%
Class ADV		0.69	%		8.57	%
Russell 3000^® Value Index⁽¹⁾		(1.01	)%		11.41	%⁽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

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, 2007, the Portfolio's Class S and Class ADV shares returned 26.37% and 26.01%, respectively, compared to the Russell 3000^® Growth Index⁽¹⁾, which returned 11.40%.

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Classes S and ADV November 15, 2004
Class S		26.37	%		12.37	%
Class ADV^†		26.01	%		11.93	%
Russell 3000^® Growth Index⁽¹⁾		11.40	%		10.80	%⁽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.

PORTFOLIO MANAGERS' REPORT

ING FIDELITY^® VIP MID CAP PORTFOLIO

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, 2007, the Portfolio's Class S and Class ADV shares returned 15.00% and 14.64%, respectively, compared to the S&P MidCap 400^® Index⁽¹⁾, which returned 7.98%.

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			Since Inception of Classes S and ADV November 15, 2004
Class S		15.00	%		16.27	%
Class ADV		14.64	%		15.93	%
S&P MidCap 400^® Index⁽¹⁾		7.98	%		13.18	%⁽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, 2007 to December 31, 2007, 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

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

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.

ING Fidelity VIP Contrafund Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Portfolio Return
Class S	$	1,000.00	$	1,075.80		1.18	%	$	6.17
Class ADV		1,000.00		1,074.60		1.43			7.48
Hypothetical (5% return before expenses)
Class S	$	1,000.00	$	1,019.26		1.18	%	$	6.01
Class ADV		1,000.00		1,018.00		1.43			7.27

* Expenses are equal to each Portfolio's respective annualized expense ratios, including the expenses of the affiliated master fund, 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)

ING Fidelity VIP Equity-Income Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Portfolio Return
Class S	$	1,000.00	$	931.90		1.10	%	$	5.36
Class ADV		1,000.00		930.70		1.35			6.57
Hypothetical (5% return before expenses)
Class S	$	1,000.00	$	1,019.66		1.10	%	$	5.60
Class ADV		1,000.00		1,018.40		1.35			6.87
ING Fidelity VIP Growth Portfolio
Actual Portfolio Return
Class S	$	1,000.00	$	1,125.20		1.20	%	$	6.43
Class ADV		1,000.00		1,123.90		1.45			7.76
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
ING Fidelity VIP Mid Cap Portfolio
Actual Portfolio Return
Class S	$	1,000.00	$	1,026.20		1.20	%	$	6.13
Class ADV		1,000.00		1,024.30		1.45			7.40
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

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, 2007, 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 in the three-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, 2007, by correspondence with the transfer agent of the master 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, 2007, 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.

Boston, Massachusetts
February 27, 2008

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	ING Fidelity VIP Contrafund Portfolio			ING Fidelity VIP Equity-Income Portfolio			ING Fidelity VIP Growth Portfolio		ING Fidelity VIP Mid Cap Portfolio
ASSETS:
Investments in affiliated master fund⁽¹⁾ at value*	$	422,571,126		$	54,530,249		$	38,276,563	$	80,944,465
Cash		312			704			2		36
Receivables:
Affiliated investment securities sold		830,454			62,020			181,940		391,368
Fund shares sold		6,680			642			15		3,355
Total assets		423,408,572			54,593,615			38,458,520		81,339,224
LIABILITIES:
Payable for affiliated investment securities purchased		6,422			88			—		3,282
Payable for fund shares redeemed		830,712			62,574			181,955		391,441
Payable to affiliates		107,135			13,991			9,520		21,166
Total liabilities		944,269			76,653			191,475		415,889
NET ASSETS	$	422,464,303		$	54,516,962		$	38,267,045	$	80,923,335
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	372,894,000		$	53,714,218		$	31,336,970	$	71,919,142
Undistributed net investment income		20,598,762			1,075,675			22,952		163,189
Accumulated net realized gain on affiliated master fund		83,515,267			4,907,380			903,361		4,557,508
Net unrealized appreciation or depreciation on affiliated master fund		(54,543,726	)		(5,180,311	)		6,003,762		4,283,496
NET ASSETS	$	422,464,303		$	54,516,962		$	38,267,045	$	80,923,335
* Cost of investments in affiliated master fund	$	477,114,852		$	59,710,560		$	32,272,801	$	76,660,969
Class S:
Net assets	$	414,722,901		$	53,572,983		$	38,239,128	$	77,608,355
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		28,172,252			4,443,895			2,707,180		4,938,188
Net asset value and redemption price per share	$	14.72		$	12.06		$	14.13	$	15.72
Class ADV:
Net assets	$	7,741,402		$	943,979		$	27,917	$	3,314,980
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		529,508			79,053			1,982		212,569
Net asset value and redemption price per share	$	14.62		$	11.94		$	14.09	$	15.59

(1) The affiliated master 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 MidCap Portfolios, respectively. These financial statements should be read in conjunction with the affiliated master Fidelity funds' financial statements.

See Accompanying Notes to Financial Statements
11

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	ING Fidelity VIP Contrafund Portfolio			ING Fidelity VIP Equity-Income Portfolio			ING Fidelity VIP Growth Portfolio		ING Fidelity VIP Mid Cap Portfolio
INVESTMENT INCOME:
Dividends from affiliated master fund⁽¹⁾	$	2,941,138		$	904,908		$	81,443	$	312,620
Interest		44			3			—		5
Total investment income		2,941,182			904,911			81,443		312,625
EXPENSES:
Distribution and service fees
Class S		776,124			116,228			66,335		149,444
Class ADV		35,930			5,166			122		13,944
Administrative service fees		158,822			23,763			13,280		31,284
Total expenses		970,876			145,157			79,737		194,672
Net investment income		1,970,306			759,754			1,706		117,953
REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED MASTER FUND:
Distributions of realized gains from affiliated master fund		100,293,694			4,569,416			23,719		4,432,281
Net realized gain on sales of affiliated master fund		1,864,343			668,690			908,162		185,737
Net realized gain on affiliated master fund		102,158,037			5,238,106			931,881		4,618,018
Net change in unrealized appreciation or depreciation on affiliated master fund		(55,789,807	)		(6,157,491	)		5,160,396		2,935,542
Net realized and unrealized gain (loss) on affiliated master fund and net realized gain distribution from affiliated master fund		46,368,230			(919,385	)		6,092,277		7,553,560
Increase (decrease) in net assets resulting from operations	$	48,338,536		$	(159,631	)	$	6,093,983	$	7,671,513

See Accompanying Notes to Financial Statements
12

STATEMENTS OF CHANGES IN NET ASSETS

	ING Fidelity VIP Contrafund Portfolio						ING Fidelity VIP Equity-Income Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	1,970,306		$	1,194,478		$	759,754		$	595,138
Net realized gain on affiliated master fund		102,158,037			17,642,137			5,238,106			3,091,385
Net change in unrealized appreciation or depreciation on affiliated master fund		(55,789,807	)		(2,829,162	)		(6,157,491	)		553,400
Increase (decrease) in net assets resulting from operations		48,338,536			16,007,453			(159,631	)		4,239,923
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class S		(1,252,172	)		—			(836,704	)		—
Class ADV		(12,185	)		—			(16,751	)		—
Net realized gains:
Class S		(17,199,853	)		(22,772	)		(2,784,603	)		(24,482	)
Class ADV		(386,039	)		(698	)		(62,662	)		(577	)
Total distributions		(18,850,249	)		(23,470	)		(3,700,720	)		(25,059	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		161,358,701			152,796,791			27,321,682			21,831,009
Dividends reinvested		18,850,249			23,470			3,700,720			25,059
		180,208,950			152,820,261			31,022,402			21,856,068
Cost of shares redeemed		(11,476,560	)		(5,906,700	)		(6,684,616	)		(2,368,517	)
Net increase in net assets resulting from capital share transactions		168,732,390			146,913,561			24,337,786			19,487,551
Net increase in net assets		198,220,677			162,897,544			20,477,435			23,702,415
NET ASSETS:
Beginning of year		224,243,626			61,346,082			34,039,527			10,337,112
End of year	$	422,464,303		$	224,243,626		$	54,516,962		$	34,039,527
Undistributed net investment income at end of year	$	20,598,762		$	1,259,972		$	1,075,675		$	848,423

See Accompanying Notes to Financial Statements
13

STATEMENTS OF CHANGES IN NET ASSETS

	ING Fidelity VIP Growth Portfolio						ING Fidelity VIP Mid Cap Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income (loss)	$	1,706		$	(27,089	)	$	117,953		$	(54,809	)
Net realized gain on affiliated master fund		931,881			487,638			4,618,018			1,189,458
Net change in unrealized appreciation or depreciation on affiliated master fund		5,160,396			418,050			2,935,542			935,565
Increase in net assets resulting from operations		6,093,983			878,599			7,671,513			2,070,214
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class S		—			—			(45,625	)		—
Net realized gains:
Class S		(463,744	)		(20,310	)		(1,054,533	)		(14,205	)
Class ADV		(429	)		—			(48,540	)		(1,042	)
Total distributions		(464,173	)		(20,310	)		(1,148,698	)		(15,247	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		19,651,816			12,365,025			35,867,528			34,788,020
Dividends reinvested		464,173			20,310			1,148,698			15,247
		20,115,989			12,385,335			37,016,226			34,803,267
Cost of shares redeemed		(4,932,973	)		(6,469,105	)		(3,368,052	)		(1,671,925	)
Net increase in net assets resulting from capital share transactions		15,183,016			5,916,230			33,648,174			33,131,342
Net increase in net assets		20,812,826			6,774,519			40,170,989			35,186,309
NET ASSETS:
Beginning of year		17,454,219			10,679,700			40,752,346			5,566,037
End of year	$	38,267,045		$	17,454,219		$	80,923,335		$	40,752,346
Undistributed net investment income at end of year	$	22,952		$	—		$	163,189		$	40,472

See Accompanying Notes to Financial Statements
14

ING FIDELITY^® VIP CONTRAFUND PORTFOLIO

FINANCIAL
HIGHLIGHTS

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

		Class S
		Year Ended December 31,								November 15, 2004⁽¹⁾ to December 31,
		2007		2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		13.37		12.03			10.34			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.09		0.11	*		(0.01	)		0.00	**
Net realized and unrealized gain on affiliated master fund	$		2.11		1.23			1.70			0.34
Total from investment operations	$		2.20		1.34			1.69			0.34
Less distributions from:
Net investment income	$		0.06		—			—			—
Net realized gains on affiliated master fund	$		0.79		0.00	**		—			—
Total distributions	$		0.85		0.00	**		—			—
Net asset value, end of period	$		14.72		13.37			12.03			10.34
Total Return⁽²⁾	%		16.92		11.16			16.34			3.40
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		414,723		217,927			57,988			33
Ratios to average net assets:
Expenses excluding expenses of the master fund⁽³⁾	%		0.30		0.30			0.30			0.30
Net investment income (loss) excluding expenses of the master fund⁽³⁾	%		0.63		0.84			(0.29	)		(0.30	)
Portfolio turnover rate⁽⁴⁾	%		35		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. 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⁾ Annualized for periods less than one year.

⁽⁴⁾ Portfolio turnover rate is calculated based on the Portfolio's purchases or sales of the master fund.

* Calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

		Class S
		Year Ended December 31,						November 15, 2004⁽¹⁾ to December 31,
		2007		2006		2005		2004
Expenses including gross expenses of the master fund⁽³⁾	%		1.20		1.21		1.21		1.23	^†
Expenses including expenses net of all reductions of the master fund⁽³⁾	%		1.19		1.20		1.19		1.21	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund⁽³⁾	%		1.20		1.21		1.21		1.23	^†
Portfolio turnover rate of master fund⁽³⁾	%		134		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
15

ING FIDELITY^® VIP CONTRAFUND PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

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

		Class ADV
		Year Ended December 31,								November 15, 2004⁽¹⁾ to December 31,
		2007		2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		13.28		11.99			10.34			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.03		0.07	*		(0.03	)		(0.01	)
Net realized and unrealized gain on affiliated master fund	$		2.12		1.22			1.68			0.35
Total from investment operations	$		2.15		1.29			1.65			0.34
Less distributions from:
Net investment income	$		0.02		—			—			—
Net realized gains on affiliated master fund	$		0.79		0.00	**		—			—
Total distributions	$		0.81		0.00	**		—			—
Net asset value, end of period	$		14.62		13.28			11.99			10.34
Total Return⁽²⁾	%		16.69		10.78			15.96			3.40
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		7,741		6,317			3,358			1
Ratios to average net assets:
Expenses excluding expenses of the master fund⁽³⁾	%		0.55		0.55			0.55			0.55
Net investment income (loss) excluding expenses of the master fund⁽³⁾	%		0.24		0.53			(0.50	)		(0.55	)
Portfolio turnover rate⁽⁴⁾	%		35		16			5			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Portfolio turnover rate is calculated based on the Portfolio's purchases or sales of the master fund.

* Calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

		Class ADV
		Year Ended December 31,						November 15, 2004⁽¹⁾ to December 31,
		2007		2006		2005		2004
Expenses including gross expenses of the master fund⁽³⁾	%		1.45		1.46		1.46		1.48	^†
Expenses including expenses net of all reductions of the master fund⁽³⁾	%		1.44		1.45		1.44		1.46	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund⁽³⁾	%		1.45		1.46		1.46		1.48	^†
Portfolio turnover rate of master fund⁽³⁾	%		134		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
16

ING FIDELITY^® VIP EQUITY-INCOME PORTFOLIO

FINANCIAL
HIGHLIGHTS

		Class S
		Year Ended December 31,									November 15, 2004⁽¹⁾ to December 31,
		2007			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		12.94			10.83			10.28			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.21			0.33	*		(0.01	)		0.00	**
Net realized and unrealized gain (loss) on affiliated master fund	$		(0.05	)		1.79			0.56			0.28
Total from investment operations	$		0.16			2.12			0.55			0.28
Less distributions from:
Net investment income	$		0.24			—			—			—
Net realized gains on affiliated master fund	$		0.80			0.01			—			—
Total distributions	$		1.04			0.01			—			—
Net asset value, end of period	$		12.06			12.94			10.83			10.28
Total Return⁽²⁾	%		0.97			19.61			5.35			2.80
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		53,573			33,038			10,259			1
Ratios to average net assets:
Expenses excluding expenses of the master fund⁽³⁾	%		0.30			0.30			0.30			0.30
Net investment income (loss) excluding expenses of the master fund⁽³⁾	%		1.61			2.77			(0.30	)		(0.30	)
Portfolio turnover rate⁽⁴⁾	%		24			25			22			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Portfolio turnover rate is calculated based on the Portfolio's purchases or sales of the master fund.

* Calculated using average number of shares outstanding throughout the period.

** Amount is less than $0.005.

		Class S
		Year Ended December 31,						November 15, 2004⁽¹⁾ to December 31,
		2007		2006		2005		2004
Expenses including gross expenses of the master fund⁽³⁾	%		1.10		1.12		1.11		1.13	^†
Expenses including expenses net of all reductions of the master fund⁽³⁾	%		1.10		1.12		1.10		1.12	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund⁽³⁾	%		1.10		1.12		1.11		1.13	^†
Portfolio turnover rate of master fund⁽³⁾	%		20		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
17

ING FIDELITY^® VIP EQUITY-INCOME PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

		Class ADV
		Year Ended December 31,									November 15, 2004⁽¹⁾ to December 31,
		2007			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		12.83			10.78			10.27			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.13	*		0.33	*		(0.03	)		(0.01	)
Net realized and unrealized gain (loss) on affiliated master fund	$		(0.01	)		1.73			0.54			0.28
Total from investment operations	$		0.12			2.06			0.51			0.27
Less distributions from:
Net investment income	$		0.21			—			—			—
Net realized gains on affiliated master fund	$		0.80			0.01			—			—
Total distributions	$		1.01			0.01			—			—
Net asset value, end of period	$		11.94			12.83			10.78			10.27
Total Return⁽²⁾	%		0.69			19.14			4.97			2.70
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		944			1,002			78			1
Ratios to average net assets:
Expenses excluding expenses of the master fund⁽³⁾	%		0.55			0.55			0.55			0.55
Net investment income (loss) excluding expenses of the master fund⁽³⁾	%		1.01			2.80			(0.44	)		(0.55	)
Portfolio turnover rate⁽⁴⁾	%		24			25			22			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Portfolio turnover rate is calculated based on the Portfolio's purchases or sales of the master fund.

* Calculated using average number of shares outstanding throughout the period.

		Class ADV
		Year Ended December 31,						November 15, 2004⁽¹⁾ to December 31,
		2007		2006		2005		2004
Expenses including gross expenses of the master fund⁽³⁾	%		1.35		1.37		1.36		1.38	^†
Expenses including expenses net of all reductions of the master fund⁽³⁾	%		1.35		1.37		1.35		1.37	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund⁽³⁾	%		1.35		1.37		1.36		1.38	^†
Portfolio turnover rate of master fund⁽³⁾	%		20		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
18

ING FIDELITY^® VIP GROWTH PORTFOLIO

FINANCIAL
HIGHLIGHTS

		Class S
		Year Ended December 31,									November 15, 2004⁽¹⁾ to December 31,
		2007			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		11.38			10.73			10.21			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.00	*		(0.02	)		(0.01	)		(0.00	)*
Net realized and unrealized gain on affiliated master fund	$		2.98			0.68			0.53			0.21
Total from investment operations	$		2.98			0.66			0.52			0.21
Less distributions from:
Net realized gains on affiliated master fund	$		0.23			0.01			—			—
Total distributions	$		0.23			0.01			—			—
Net asset value, end of period	$		14.13			11.38			10.73			10.21
Total Return⁽²⁾	%		26.37			6.19			5.09			2.10
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		38,239			17,434			10,679			1
Ratios to average net assets:
Expenses excluding expenses of the master fund⁽³⁾	%		0.30			0.30			0.30			0.30
Net investment income (loss) excluding expenses of the master fund⁽³⁾	%		0.01			(0.18	)		(0.28	)		(0.30	)
Portfolio turnover rate⁽⁴⁾	%		18			43			29			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Portfolio turnover rate is calculated based on the Portfolio's purchases and sales of the master fund.

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

		Class S
		Year Ended December 31,						November 15, 2004⁽¹⁾ to December 31,
		2007		2006		2005		2004
Expenses including gross expenses of the master fund⁽³⁾	%		1.20		1.24		1.22		1.23	^†
Expenses including expenses net of all reductions of the master fund⁽³⁾	%		1.19		1.22		1.18		1.20	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund⁽³⁾	%		1.20		1.24		1.22		1.23	^†
Portfolio turnover rate of master fund⁽³⁾	%		109		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
19

ING FIDELITY^® VIP GROWTH PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

		Class ADV
		Year Ended December 31, 2007			October 30, 2006⁽⁵⁾ to December 31, 2006			January 1, 2006 to May 4, 2006⁽⁵⁾			Year Ended December 31, 2005			November 15, 2004⁽¹⁾ to December 31, 2004
Per Share Operating Performance:
Net asset value, beginning of period	$		11.38			11.34			10.68			10.20			10.00
Income (loss) from investment operations:
Net investment loss	$		(0.02	)		(0.01	)		(0.01	)		(0.05	)		(0.01	)
Net realized and unrealized gain on affiliated master fund	$		2.96			0.05			0.53			0.53			0.21
Total from investment operations	$		2.94			0.04			0.52			0.48			0.20
Less distributions from:
Net realized gains on affiliated master fund	$		0.23			—			—			—			—
Total distributions	$		0.23			—			—			—			—
Net asset value, end of period	$		14.09			11.38			11.20			10.68			10.20
Total Return⁽²⁾	%		26.01			0.35			4.87			4.71			2.00
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		28			21			1			1			1
Ratios to average net assets:
Expenses excluding expenses of the master fund⁽³⁾	%		0.55			0.55			0.55			0.55			0.55
Net investment loss excluding expenses of the master fund⁽³⁾	%		(0.16	)		(0.55	)		(0.20	)		(0.25	)		(0.55	)
Portfolio turnover rate⁽⁴⁾	%		18			43			43			29			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Portfolio turnover rate is calculated based on the Portfolio's purchases and sales of the master fund.

⁽⁵⁾ Class ADV was fully redeemed on May 5, 2006 and recommenced operations on October 30, 2006.

		Class ADV
		Year Ended December 31, 2007		October 30, 2006⁽⁵⁾ to December 31, 2006		January 1, 2006 to May 4, 2006⁽⁵⁾		Year Ended December 31, 2005		November 15, 2004⁽¹⁾ to December 31, 2004
Expenses including gross expenses of the master fund⁽³⁾	%		1.45		1.49		1.49		1.47		1.48	^†
Expenses including expenses net of all reductions of the master fund⁽³⁾	%		1.44		1.47		1.47		1.43		1.45	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund⁽³⁾	%		1.45		1.49		1.49		1.47		1.48	^†
Portfolio turnover rate of master fund⁽³⁾	%		109		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
20

ING FIDELITY^® VIP MID CAP PORTFOLIO

FINANCIAL
HIGHLIGHTS

		Class S
		Year Ended December 31,									November 15, 2004⁽¹⁾ to December 31,
		2007			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		13.92			12.42			10.56			10.00
Income (loss) from investment operations:
Net investment income (loss)	$		0.03	*		(0.03	)*		(0.01	)		(0.00	)**
Net realized and unrealized gain on affiliated master fund	$		2.05			1.54			1.87			0.56
Total from investment operations	$		2.08			1.51			1.86			0.56
Less Distributions from:
Net investment income	$		0.01			—			—			—
Net realized gains on affiliated master fund	$		0.27			0.01			—			—
Total Distributions	$		0.28			0.01			—			—
Net asset value, end of period	$		15.72			13.92			12.42			10.56
Total Return⁽²⁾	%		15.00			12.15			17.61			5.60
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		77,608			38,562			4,065			17
Ratios to average net assets:
Expenses excluding expenses of the master fund⁽³⁾	%		0.30			0.30			0.30			0.30
Net investment income (loss) excluding expenses of the master fund⁽³⁾	%		0.20			(0.24	)		(0.32	)		(0.30	)
Portfolio turnover rate⁽⁴⁾	%		12			12			14			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Portfolio turnover rate is calculated based on the Portfolio's purchases and sales of the master fund.

* Calculated using average number of shares outstanding throughout the period.

** Amount is more than $(0.005).

		Class S
		Year Ended December 31, 2007		Year Ended December 31, 2006		Year Ended December 31, 2005		November 15, 2004⁽¹⁾ to December 31, 2004
Expenses including gross expenses of the master fund⁽³⁾	%		1.21		1.23		1.24		1.26	^†
Expenses including expenses net of all reductions of the master fund⁽³⁾	%		1.20		1.21		1.19		1.23	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund⁽³⁾	%		1.21		1.23		1.24		1.26	^†
Portfolio turnover rate of master fund⁽³⁾	%		113		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
21

ING FIDELITY^® VIP MID CAP PORTFOLIO (CONTINUED)

FINANCIAL
HIGHLIGHTS

		Class ADV
		Year Ended December 31,									November 15, 2004⁽¹⁾ to December 31,
		2007			2006			2005			2004
Per Share Operating Performance:
Net asset value, beginning of period	$		13.84			12.39			10.55			10.00
Income (loss) from investment operations:
Net investment loss	$		(0.01	)		(0.05	)*		(0.02	)		(0.00	)**
Net realized and unrealized gain on affiliated master fund	$		2.03			1.51			1.86			0.55
Total from investment operations	$		2.02			1.46			1.84			0.55
Less Distributions from:
Net realized gains on affiliated master fund	$		0.27			0.01			—			—
Total Distributions	$		0.27			0.01			—			—
Net asset value, end of period	$		15.59			13.84			12.39			10.55
Total Return⁽²⁾	%		14.64			11.77			17.44			5.50
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		3,315			2,190			1,501			1
Ratios to average net assets:
Expenses excluding expenses of the master fund⁽³⁾	%		0.55			0.55			0.55			0.55
Net investment loss excluding expenses of the master fund⁽³⁾	%		(0.06	)		(0.40	)		(0.48	)		(0.55	)
Portfolio turnover rate⁽⁴⁾	%		12			12			14			0

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Portfolio turnover rate is calculated based on the Portfolio's purchases and sales of the master fund.

* Calculated using average number of shares outstanding throughout the period.

** Amount is more than $(0.005).

		Class ADV
		Year Ended December 31,						November 15, 2004⁽¹⁾ to December 31,
		2007		2006		2005		2004
Expenses including gross expenses of the master fund⁽³⁾	%		1.46		1.48		1.49		1.51	^†
Expenses including expenses net of all reductions of the master fund⁽³⁾	%		1.45		1.46		1.44		1.48	^†
Expenses including expenses net of voluntary waivers, if any, of the master fund⁽³⁾	%		1.46		1.48		1.49		1.51	^†
Portfolio turnover rate of master fund⁽³⁾	%		113		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
22

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007

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 ("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 ("DSL" or the "Investment Adviser") and its insurance company affiliates. At December 31, 2007 there were thirty-eight 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 also 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 Fund 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, 2 007, Contrafund, Equity-Income, Growth and Mid Cap Portfolios each held 1.7% 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 Class ADV 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 Por tfolios 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

* Fidelity and Contrafund are registered trademarks of FMR Corp.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (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 ("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.

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 to at least 100% of the carrying amount of the repurchase agreements, plus accrued inter est, 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

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (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 0.56%, 0.46%, 0.56%, and 0.56%, 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, 2007, the cost of purchases and proceeds from sales of the Master Funds were as follows:

Portfolio	Purchases		Sales
Contrafund	$	263,063,959	$	110,892,277
Equity Income		32,717,249		11,273,263
Growth		19,701,416		4,980,414
Mid Cap		40,333,868		7,635,774

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, 2007, the Portfolios had the following amounts recorded as payable to affiliates on the accompanying Statements of Assets and Liabilities:

	Accrued Administrative Service Fee		Accrued Distribution Fee		Total
Contrafund	$	17,583	$	89,552	$	107,135
Equity-Income		2,298		11,693		13,991
Growth		1,586		7,934		9,520
Mid Cap		3,411		17,755		21,166

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

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

At December 31, 2007, the following indirect, wholly-owned subsidiaries of ING Groep owned more than 5% of the following Portfolios:

ING Life Insurance and Annuity Company — Contrafund (99.74%); Equity-Income (99.60%); Growth (99.96%); Mid Cap (99.62%).

The Trust 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 December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Fidelity VIP Contrafund (Number of Shares)
Shares sold		11,233,736			11,899,717			118,842			239,767
Dividends reinvested		1,355,770			1,862			29,433			57
Shares redeemed		(721,415	)		(416,699	)		(94,324	)		(44,327	)
Net increase in shares outstanding		11,868,091			11,484,880			53,951			195,497
Fidelity VIP Contrafund ($)
Shares sold	$	159,693,325		$	149,782,783		$	1,665,376		$	3,014,008
Dividends reinvested		18,452,025			22,772			398,224			698
Shares redeemed		(10,138,909	)		(5,352,587	)		(1,337,651	)		(554,113	)
Net increase	$	168,006,441		$	144,452,968		$	725,949		$	2,460,593
	Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Fidelity VIP Equity-Income (Number of Shares)
Shares sold		2,086,783			1,802,997			23,188			77,569
Dividends reinvested		290,402			2,138			6,420			51
Shares redeemed		(487,257	)		(198,437	)		(28,657	)		(6,778	)
Net increase in shares outstanding		1,889,928			1,606,698			951			70,842
Fidelity VIP Equity-Income ($)
Shares sold	$	27,022,729		$	20,947,596		$	298,953		$	883,413
Dividends reinvested		3,621,307			24,482			79,413			577
Shares redeemed		(6,319,144	)		(2,290,414	)		(365,472	)		(78,103	)
Net increase	$	24,324,892		$	18,681,664		$	12,894		$	805,887

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 7 — CAPITAL SHARES (continued)

	Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Fidelity VIP Growth (Number of Shares)
Shares sold		1,520,557			1,124,091			3,893			2,495
Dividends reinvested		36,573			1,960			34			—
Shares redeemed		(381,368	)		(590,138	)		(3,752	)		(788	)
Net increase in shares outstanding		1,175,762			535,913			175			1,707
Fidelity VIP Growth ($)
Shares sold	$	19,599,609		$	12,336,946		$	52,207		$	28,079
Dividends reinvested		463,744			20,310			429			—
Shares redeemed		(4,882,310	)		(6,460,226	)		(50,663	)		(8,879	)
Net increase	$	15,181,043		$	5,897,030		$	1,973		$	19,200
	Class S						Class ADV
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Fidelity VIP Mid Cap (Number of Shares)
Shares sold		2,285,513			2,544,937			75,712			61,632
Dividends reinvested		72,714			1,092			3,230			80
Shares redeemed		(190,942	)		(102,288	)		(24,673	)		(24,563	)
Net increase in shares outstanding		2,167,285			2,443,741			54,269			37,149
Fidelity VIP Mid Cap ($)
Shares sold	$	34,715,923		$	33,967,125		$	1,151,605		$	820,895
Dividends reinvested		1,100,158			14,205			48,540			1,042
Shares redeemed		(2,995,720	)		(1,351,628	)		(372,332	)		(320,297	)
Net increase	$	32,820,361		$	32,629,702		$	827,813		$	501,640

NOTE 8 — FEDERAL INCOME TAXES

The following permanent tax differences have been reclassified as of December 31, 2007:

	Undistributed Net Investment Income		Accumulated Net Realized Gains/(Losses) On Investments
Contrafund	$	18,632,841	$	(18,632,841	)
Equity-Income		320,953		(320,953	)
Growth		21,246		(21,246	)
Mid Cap		50,389		(50,389	)

The tax composition of dividends and distributions to shareholders was as follows:

	Year Ended December 31, 2007				Year Ended December 31, 2006
	Ordinary Income		Long-Term Capital Gains		Ordinary Income		Long-Term Capital Gains
Contrafund	$	1,454,608	$	17,395,641	$	23,470	$	—
Equity-Income		959,239		2,741,481		25,059		—
Growth		262,206		201,967		20,310		—
Mid Cap		89,615		1,059,083		13,176		2,071

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 8 — FEDERAL INCOME TAXES (continued)

The tax-basis components of distributable earnings as of December 31, 2007 were:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Unrealized Appreciation/ (Depreciation)
Contrafund	$	20,601,929	$	83,513,911	$	(54,545,536	)
Equity-Income		1,075,675		4,907,384		(5,180,314	)
Growth		22,952		905,631		6,001,493
Mid Cap		163,189		4,562,163		4,278,842

The Portfolios' major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2003.

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 was 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 SEC indicated that they would not object if a fund implemented 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. 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 analyzed the tax positions of the Portfolios. Upon adoption of FIN 48, we identified no uncertain tax positions that have not met the more likely-than-not standard.

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 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, 2007, management of the Portfolios is currently assessing the impact in addition to expanded financial statement disclosures, if any, that will result from adopting SFAS No. 157.

NOTE 10 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

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.

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.

• 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.

Other Regulatory Matters

The New York Attorney General 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 R egulation concerning their administration of the New Hampshire state employees deferred compensation plan.

PORTFOLIO OF INVESTMENTS
ING FIDELITY^® VIP CONTRAFUND^® PORTFOLIO AS OF DECEMBER 31, 2007

Shares					Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
	15,388,606	Fidelity^® VIP Contrafund^® Portfolio - Service Class 2 Shares			$	422,571,126
		Total Investments in Securities (Cost $477,114,852)*	100.0	%	$	422,571,126
		Other Assets and Liabilities - Net	(0.0	)		(106,823	)
		Net Assets	100.0	%	$	422,464,303

* Cost for federal income tax purposes is $477,116,662.

Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	—
Gross Unrealized Depreciation		(54,545,536	)
Net Unrealized Depreciation	$	(54,545,536	)

See Accompanying Notes to Financial Statements
30

PORTFOLIO OF INVESTMENTS
ING FIDELITY^® VIP EQUITY-INCOME PORTFOLIO AS OF DECEMBER 31, 2007

Shares					Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
	2,313,545	Fidelity^® VIP Equity-Income Portfolio - Service Class 2 Shares			$	54,530,249
		Total Investments in Securities (Cost $59,710,560)*	100.0	%	$	54,530,249
		Other Assets and Liabilities - Net	(0.0	)		(13,287	)
		Net Assets	100.0	%	$	54,516,962

* Cost for federal income tax purposes is $59,710,563.

Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	—
Gross Unrealized Depreciation		(5,180,314	)
Net Unrealized Depreciation	$	(5,180,314	)

See Accompanying Notes to Financial Statements
31

PORTFOLIO OF INVESTMENTS
ING FIDELITY^® VIP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007

Value

AFFILIATED INVESTMENT COMPANIES: 100.0%

857,258

Fideility^® VIP Growth Portfolio - Service Class 2 shares

38,276,563

Total Investments in Securities
(Cost $32,272,801)*

100.0

38,276,563

Other Assets and Liabilities - Net

0.0

(9,518

)

Net Assets

100.0

38,267,045

* Cost for federal income tax purposes is $32,275,070.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	6,001,493
Gross Unrealized Depreciation		—
Net Unrealized Appreciation	$	6,001,493

See Accompanying Notes to Financial Statements
32

PORTFOLIO OF INVESTMENTS
ING FIDELITY^® VIP MID CAP PORTFOLIO AS OF DECEMBER 31, 2007

Shares					Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
	2,271,806	Fidelity^® VIP MidCap Portfolio - Service Class 2 Shares			$	80,944,465
		Total Investments in Securities (Cost $76,660,969)*	100.0	%	$	80,944,465
		Other Assets and Liabilities - Net	(0.0	)		(21,130	)
		Net Assets	100.0	%	$	80,923,335

* Cost for federal income tax purposes is $76,665,623.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	4,278,842
Gross Unrealized Depreciation		—
Net Unrealized Appreciation	$	4,278,842

See Accompanying Notes to Financial Statements
33

SHAREHOLDER MEETING INFORMATION (UNAUDITED)

A special meeting of shareholders of the ING Partners, Inc. was held October 25, 2007, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

A brief description of the matter voted upon as well as the result is outlined below:

Matters:

1. To approve the election of eleven nominees to the Boards of Trustees of the Portfolios.

Results:

	Proposal*		Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total shares voted
Colleen D. Baldwin		1		483,022,915		8,616,966		—		—		491,639,881
John V. Boyer		1		482,570,195		9,069,686		—		—		491,639,881
Patricia W. Chadwick		1		482,229,198		9,410,683		—		—		491,639,881
Robert W. Crispin		1		482,001,918		9,637,963		—		—		491,639,881
Peter S. Drotch		1		482,473,676		9,166,205		—		—		491,639,881
J. Michael Earley		1		482,066,524		9,573,357		—		—		491,639,881
Patrick W. Kenny		1		482,349,381		9,290,500		—		—		491,639,881
Shaun P. Mathews		1		482,345,787		9,294,094		—		—		491,639,881
Sheryl K. Pressler		1		481,846,320		9,793,561		—		—		491,639,881
David W.C. Putnam		1		481,635,830		10,004,051		—		—		491,639,881
Roger B. Vincent		1		482,354,446		9,285,435		—		—		491,639,881

* Proposal 1 passed at this meeting.

TAX INFORMATION (UNAUDITED)

Dividends paid during the year ended December 31, 2007 were as follows:

Fund Name	Type	Per Share Amount
ING Fidelity^® VIP Contrafund^® Portfolio
Class ADV	NII	$	0.0248
Class S	NII	$	0.0572
All Classes	STCG	$	0.0085
All Classes	LTCG	$	0.7772
ING Fidelity^® VIP Equity-Income Portfolio
Class ADV	NII	$	0.2137
Class S	NII	$	0.2402
All Classes	STCG	$	0.0297
All Classes	LTCG	$	0.7697

Fund Name	Type	Per Share Amount
ING Fidelity^® VIP Growth Portfolio
All Classes	STCG	$	0.1271
All Classes	LTCG	$	0.0979
ING Fidelity^® VIP Mid Cap Portfolio
Class ADV	NII	$	—
Class S	NII	$	0.0115
All Classes	STCG	$	0.0106
All Classes	LTCG	$	0.2552

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, 2007, the following percentages qualify for the dividends received deduction (DRD) available to corporate shareholders:

ING Fidelity^® VIP Contrafund^® Portfolio	99.46	%
ING Fidelity^® VIP Equity-Income Portfolio	87.74	%
ING Fidelity^® VIP Growth Portfolio	7.98	%
ING Fidelity^® VIP Mid Cap Portfolio	37.22	%

DIRECTOR AND OFFICER INFORMATION (UNAUDITED)

The business and affair of the Fund are managed under the direction of the Funds' 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 (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 Directors:

Colleen D. Baldwin
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 47

Director

November 2007 -Present

179

None

John V. Boyer
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54

Director

November 1997 -Present

179

None

Patricia W. Chadwick
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 59

Director

January 2006 - Present

Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present).

179

Wisconsin Energy (June 2006 - Present).

Peter S. Drotch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 66

Director

November 2007 - Present

Retired partner. PricewaterhouseCoopers.

179

J. Michael Earley
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 62

Director

January 2005 - Present

President, Chief Executive Officer and Director, Bankers Trust Company, N.A., Des Moines (June 1992 - Present).

179

Midamerica Financial Corporation (December 2002 - Present).

Patrick W. Kenny
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 65

Director

March 2002 - Present

President and Chief Executive Officer, International Insurance Society (June 2001 - Present).

179

Assured Guaranty Ltd. (April 2004 - Present); and Odyssey Reinsurance Holdings (November 2006 - Present).

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held with
Trust

Term of
Office and
Length of
Time
Served⁽¹⁾

Principal
Occupation(s)
During the
Past Five Years

Number of
Portfolios in
Fund Complex
Overseen
by Trustee

Other
Directorships
Held by
Trustee

Sheryl K. Pressler
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 57

Director

January 2006 - Present

Consultant (May 2001 - Present).

179

Stillwater Mining Company (May 2002 - Present); California HealthCare Foundation (June 1999 - Present); and Romanian-American Enterprise Fund (February 2004 - Present).

David W. C. Putnam
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 68

Director

January 2005 - Present

Chair, Board of Directors and President, F. L. Putnam Securities Company, Inc. (June 1978 - Present).

179

Principled Equity Market Trust (December 1996 - Present); and Asian American Bank and Trust Company (June 1993 - Present).

Roger B. Vincent
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 62

Chairman/
Director

January 2005 - Present

President, Springwell Corporation (March 1989 - Present).

179

UGI Corporation (February 2006 - Present); and UGI Utilities, Inc. (February 2006 - Present).

Directors who are "Interested Persons":

Robert W. Crispin⁽³⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 61

Director

November 2007 - Present

Retired Chairman and Chief Investment Officer, ING Investment Management Co. (June 2001 - December 2007)

179

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held with
Trust

Term of
Office and
Length of
Time
Served⁽¹⁾

Principal
Occupation(s)
During the
Past Five Years

Number of
Portfolios in
Fund Complex
Overseen
by Trustee

Other
Directorships
Held by
Trustee

Shaun P. Mathews⁽³⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52

Director

November 2007 - Present

179

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⁽⁵⁾7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52

President and Chief Executive Officer

November 2006 - Present

Michael J. Roland
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49

Executive Vice President

January 2005 - Present

Stanley D. Vyner
230 Park Avenue
New York, New York 10169
Age: 57

Executive Vice President

January 2005 - Present

Joseph M. O'Donnell
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53

Chief Compliance Officer
Executive Vice President

January 2005 - Present
March 2006 - Present

Todd Modic
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 40

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

March 2005 - Present

Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 43

Senior Vice President

January 2005 - Present

Senior Vice President, ING Investments, LLC⁽²⁾ (October 2003 - Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC⁽²⁾ (January 2001 - October 2003).

Ernest J. C'DeBaca
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 38

Senior Vice President

May 2006 - Present

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 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 37

Senior Vice President

May 2006 - Present

Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 40

Vice President and Treasurer

January 2005 - Present

Vice President and Treasurer, ING Funds Services, LLC⁽³⁾ (October 2001 - Present) and ING Investments, LLC⁽²⁾ (August 1997 - Present).

Lauren D. Bensinger
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54

Vice President

January 2005 - Present

William Evans
10 State House Square
Hartford, Connecticut 06103
Age: 35

Vice President

September 2007 - Present

Maria M. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49

Vice President

January 2005 - Present

Denise Lewis
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44

Vice President

January 2007 - Present

Kimberly K. Palmer
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 50

Vice President

March 2006 - Present

Susan P. Kinens
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 31

Assistant Vice President

January 2005 - Present

Assistant Vice President, ING Funds Services, LLC⁽³⁾ (December 2002 - Present); and has held various other positions with ING Funds Services, LLC⁽³⁾ for more than the last five years.

Huey P. Falgout, Jr.
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44

Secretary

August 2003 - Present

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

Theresa K. Kelety
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44

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 shall have been elected and qualified.

(5) Mr. Mathews commenced services as CEO and President of the ING Funds on November 11, 2006.

(6) Directed Services, LLC is the sucessor in interest to Directed Services, Inc.

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 investment advisory contract will remain in effect only if the Board of Directors (the "Board") of ING Partners, Inc. (the "Company"), including a majority of Board members who have no direct or indirect interest in the advisory contract, and who are not "interested persons" of the Company, as such term is defined under the 1940 Act (the "Independent Directors"), annually review and approve the contract. Thus, at a meeting held on November 30, 2007, the Board, including a majority of the Independent Directors, considered whether to renew the management agreement (the "Advisory Contract") between Directed Services, LLC (the "Adviser") and the Company, on behalf of the Portfolios.

The Independent Directors also held separate meetings on October 10 and November 28, 2007 to consider the renewal of the Advisory Contract. As a result, subsequent references herein to factors considered and determinations made by the Independent Directors include, as applicable, factors considered and determinations made on those earlier dates by the Independent Directors.

At its November 30, 2007 meeting, the Board voted to renew the Advisory Contract for the Portfolios. In reaching this decision, the Board took into account information furnished to it throughout the year at regular meetings of the Board and the Board's committees, as well as information prepared specifically in connection with the annual renewal process. Determinations by the Independent Directors also took into account various factors that they 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 specific factors that the Board considered at its renewal meeting. While the Board gave its attention to the information furnished, at its request, that was most relevant to its considerations, 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, 2008. Each Board member may have accorded different weight to the various factors in reaching his or her conclusions with respect to each Portfolio's advisory arrangements.

Overview of the Contract Renewal and Approval Process

Several years ago, the Independent Directors instituted a revised process by which they seek and consider relevant information when they decide whether to approve new or existing advisory arrangements for the investment companies in the ING Funds complex under their jurisdiction, including the Portfolios' existing Advisory Contract. Among other actions, the Independent Directors: retained the services of independent consultants 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 relationships and to help evaluate that information; established a specific format in which certain requested information is provided to the Board; and determined the process for reviewing such information in connection with advisory contract renewals and approvals. The end result was an enhanced process which is currently employed by the Independent Directors to review and analyze information in connection with their annual renewal of the Advisory Contract, as well as their review and approval of new advisory relationships.

Since the current renewal and approval process was first implemented, the Board's membership has changed substantially through periodic retirements of some Directors and the appointment and election of new Directors. In addition, throughout this period the Independent Directors have reviewed and refined the renewal and approval process at least annually. The Board also established a Contracts Committee and two Investment Review Committees, including the International/Balanced/Fixed Income Funds Investment Review Committee (the "I/B/F IRC"). Among other matters, the Contracts Committee provides oversight with respect to the contracts renewal process, and each Portfolio is assigned to the I/B/F IRC, which provides oversight regarding, among other matters, investment performance.

The type and format of the information provided to the Board or to legal counsel for the Independent Directors in connection with the contract approval and renewal process has been codified in the ING Funds' 15(c) Methodology Guide. This Guide was developed under the direction of the Independent Directors and sets

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

out a blueprint pursuant to which the Independent Directors request certain information that they deem important to facilitate an informed review in connection with initial and annual approvals of advisory contracts.

Management provides certain of the information requested by the 15(c) Methodology Guide in Fund Analysis and Comparison Tables ("FACT sheets") prior to the Independent Directors' review of advisory contracts. The Independent Directors previously retained an independent firm to verify and test the accuracy of certain FACT sheet data for a representative sample of Funds in the ING Funds complex. In 2007, the Contracts Committee employed the services of an independent consultant to assist in its review and analysis of, among other matters, the 15(c) Methodology Guide, the content and format of the FACT sheets, and proposed selected peer groups of i nvestment companies ("SPGs") to be used by each Portfolio for certain comparison purposes during the renewal process.

As part of an ongoing process, the Contracts Committee recommends or considers recommendations from Management for refinements to the 15(c) Methodology Guide and other aspects of the review process, and the I/B/F IRC reviews benchmarks used to assess the performance of each Portfolio. The I/B/F IRC may apply a heightened level of scrutiny in cases where performance has lagged a Portfolio's relevant benchmark and/or SPG.

The Board employed its process for reviewing contracts when considering the renewal of the Advisory Contract that would be effective through November 30, 2008. Set forth below is a discussion of many of the Board's primary considerations and conclusions resulting from this process.

Nature, Extent and Quality of Service

In determining whether to approve the Advisory Contract for the Portfolios for the year ending November 30, 2008, 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 meetings of the Board and its committees, as well as information furnished in connection with the contract renewal meetings.

The materials requested by and provided to the Board and/or to K&L Gates prior to the November 30, 2007 Board meeting included, among other information, the following items: (1) FACT sheets for each Portfolio that provided information regarding the performance and expenses of the Portfolio and other similarly managed funds in an SPG, as well as information regarding the Portfolio's investment portfolio, objectives and strategies; (2) the 15(c) Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which benchmarks and SPGs were selected and how profitability was determined; (3) responses from the Adviser to a series of questions posed by K&L Gates on behalf of the Directors; (4) copy of the form of Advisory Contract; (5) a copy of the Adviser's Fo rm 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, fees and expenses compare to its SPG and/or designated benchmarks; (8) independent analyses of the Portfolio's performance by the Company's Chief Investment Risk Officer; (9) information regarding net asset flows into and out of the Portfolios; and (10) 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 SPG. 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 SPG were selected based upon criteria designed to mirror the Portfolio's class being compared to the funds in the SPG.

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 to the I/B/F IRC to assist the Board and the I/B/F IRC 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 I/B/F IRC to analyze the key factors underlying investment performance for 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

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

shares of the Portfolio and other ING Funds, or among Funds available on a product platform, and the wide range of Funds available for exchange or transfer.

The Board also took into account the Adviser's efforts in recent years to reduce the expenses of the ING Funds through renegotiated 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 Adviser's code of ethics. The Board considered reports from the Company's Chief Compliance Officer ("CCO") evaluating whether the regulatory compliance systems and procedures of the Adviser are reasonably designed to assure compliance with the federal securities laws, including those related to, among others, late trading and market timing, best execution, fair value pricing, proxy voting and trade allocation practices. The Board also took into account the CCO's annual and periodic reports and recommendations with respect to service provider 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 evaluated the ability of the Adviser 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 whether those resources are commensurate with the needs of the Portfolios and are sufficient to sustain appropriate levels of performance and compliance 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.

Portfolio Performance

In assessing advisory relationships, the Board placed emphasis on the net investment returns of each Portfolio. 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 FACT sheets furnished in connection with the renewal process. The FACT sheet prepared for each Portfolio included its investment performance compared to the Portfolio's Morningstar category median, Lipper category median, SPG and 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.

In evaluating economies of scale, the Independent Directors also considered prior periodic management reports and industry information on this topic, and the Independent Directors who were Board members at that time also considered a November 2006 evaluation and analysis presented to them by an independent consultant regarding fee breakpoint arrangements and economies of scale.

Information Regarding Services to Other Clients

The Board requested and, if received, considered information regarding the nature of services and fee rates offered by the Adviser and to other clients, including other registered investment companies and institutional accounts. When fee rates offered to other clients differed materially from those charged to the Portfolios, the Board considered any underlying rationale provided by the Adviser for these differences. The Board also noted

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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 any administrative fee rate, payable by each Portfolio to the Adviser. In addition, the Board considered any existing fee waivers applicable to the fees payable by the Portfolios. In analyzing this fee data, the Board took into account that no advisory fees are charged when the Portfolios are invested in the corresponding Master Funds, and that advisory fees charged by the corresponding Master Funds are indirectly borne by Portfolio shareholders.

The Board considered the fee structures of each Portfolio as they relate to the services provided under the Advisory Contract 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 rate payable to the Adviser is reasonable for the services that the Adviser performs, which were considered in light of the nature and quality of the services that it has performed and is expected to perform.

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 or capture Management's entrepreneurial risk associated with offering and managing a mutual fund complex in the current regulatory and market environment.

Based on the information on revenues, costs, and profitability considered by the Board, and 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 30, 2007 meeting in relation to renewing each Portfolio's current Advisory Contract for the year ending November 30, 2008. 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. With respect to Morningstar quintile rankings, the first quintile represents the highest (best) performance and the fifth quintile represents the lowest performance. Each Portfolio's management fee and expense ratio were compared to the fees and expense ratios of the funds in its SPG.

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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of the one-year period, during which it underperformed; (2) the Portfolio outperformed its primary benchmark for all periods presented, with the exception of the one-year period, during which it underperformed; 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, and the fifth (lowest) quintile for the one-year period.

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 APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its SPG, including 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 SPG; and (b) the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its SPG.

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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed 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 one-year periods, and the second quintile for the year-to-date period.

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 SPG, including 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 SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG.

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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed 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 year-to-date periods, and the second quintile for the one-year period.

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 the Portfolio, as compared to its SPG, including 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

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

funds in its SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG.

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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of the one-year period, during which it underperformed; (2) the Portfolio outperformed its primary benchmark for all periods presented, with the exception of the one-year period, during which it underperformed; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the most calendar recent calendar quarter and year-to-date periods, and the fourth quintile for the one-year period.

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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Fidelity^® VIP Mid Cap Portfolio, as compared to its SPG, including 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 SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG.

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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 Mellon Corporation
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 (1207-022708)

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Funds

Annual Report

December 31, 2007

Adviser Class (“ADV”), Initial Class (“I”),

Service Class (“S”) and Class T

ING Partners, Inc.

n	ING Solution Growth and Income Portfolio

n	ING Solution Growth Portfolio

n	ING Solution Income Portfolio

n	ING Solution 2015 Portfolio

n	ING Solution 2025 Portfolio

n	ING Solution 2035 Portfolio

n	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.

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TABLE OF CONTENTS


President’s Letter		1

Market Perspective		2

Portfolio Managers’ Report		4

Shareholder Expense Examples		12

Report of Independent Registered Public Accounting Firm		15

Statements of Assets and Liabilities		16

Statements of Operations		18

Statements of Changes in Net Assets		20

Financial Highlights		24

Notes to Financial Statements		31

Portfolio Asset Allocation		41

Portfolios of Investments		42

Shareholder Meeting Information		49

Tax Information		50

Directors and Officer Information		51

Advisory Contract Approval Discussion		55

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 (800) 992-0180; (2) on the ING Funds’ website at www.ingfunds.com; and (3) on the U.S. Securities and Exchange Commission’s (“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 Portfolios file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Portfolios’ Forms N-Q are available on the SEC’s website at www.sec.gov. The Portfolios’ Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330; and is available upon request from the Portfolios by calling Shareholder Services toll-free at (800) 992-0180.

PRESIDENT’S LETTER

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Dear Shareholder,

Amidst the volatility, we at ING Funds remind our shareholders that the creditworthiness and quality of our funds’ holdings is our ultimate priority — whether those holdings are part of our money market funds, fixed income funds or equity funds. Market volatility is an often present component of investing and we believe the best way to manage through turbulent environments is to build a well-balanced, fully-diversified portfolio, which aligns with your goals and risk tolerance.

ING Funds remains committed to developing and offering a diverse array of mutual

funds designed to meet the goals of most investors. We urge you to work with your investment professional to make sure you are invested appropriately. Together, you can select the funds that will help you achieve your financial goals. We thank you for choosing ING Funds and look forward to continuing to serve you.

Sincerely,

LOGO

Shaun Mathews

President

ING Funds

January 28, 2008

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.

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

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2007

After recording a solid, if frequently nervous, 8.2% in the first half of the reporting period, global equities in the form of the Morgan Stanley Capital International World Index^SM(1) (“MSCI World Index^SM”) measured in local currencies, including net reinvested dividends (“MSCI” for regions discussed below) succumbed to a 3.2% loss in the second half of the reporting period, as some important debt markets all but seized up, the crisis threatening the solvency of financial institutions and forcing central bankers to throw lifelines to stranded borrowers, while investors fled to the safe haven of short Treasuries. By year-end, confidence was wavering, oil was nudging $100 per barrel and markets seemed to be pricing in a recession. In currencies, the yen strengthened as “carry trades” were unwound in the flight from risk. The euro benefited from the European Central Bank’s implacable refusal to match the Federal Reserve Board (the “Fed”) and reduce interest rates. But the pound finally gave back some of its recent gains as the UK housing market started to sag. For the second six months, the dollar fell 8.5% and 8.9% against the euro and yen respectively, but rose 0.3% against the pound.

The Fed’s first response to the liquidity and resulting economic threats was to reduce the discount rate, (the rate it will lend to banks), by 50 basis points (0.50%) on August 17, 2007 and another 100 basis points (1.00%)

in three steps by year end, with matching cuts in the federal funds rate.

But it was no good. Using the discount window had a stigma attached to it while the liquidity problem was not an overnight one. The one-month London Interbank Offered Rate (“LIBOR”) continued to rise even as the Fed eased. A procession of financial institutions announced heavy write-downs of mortgage-backed assets, along with various capital saving and raising initiatives, including the tapping of billions of dollars from sovereign wealth funds based in the Middle-East and Asia, surely a development of historic significance.

The spread between the one-month LIBOR and the federal funds rate only drifted down after the announcement of coordinated central bank action to add liquidity where it was needed including in the U.S., the use of a “term auction facility” where loans would be auctioned and broader forms of collateral would be accepted.

But by year end global economic conditions were still clearly weakening and many felt that the U.S. might already be in or on the cusp of recession.

In U.S. fixed income markets’ the Treasury yield curve steepened in the first half and continued to do so in the second. The yield on the ten-year Treasury Note fell 100 basis points (1.00%) to 4.03%, while the yield on the three-month Bill fell 153 basis points (1.53%) to 3.14%. The broader Lehman Brothers^® Aggregate Bond Index⁽²⁾ (“LBAB”) of investment grade bonds returned 5.93% for the first half of the reporting period and 6.97% for the year ended December 31, 2007.

U.S. equities, represented by the Standard & Poor’s 500^® Composite Stock Price Index⁽³⁾ (“S&P 500^® Index”) including dividends, lost 1.4% in the second half, with the worst fourth quarter since 2000, after gaining 7% through June. For a while, as the events described above played out, investors seemed to believe that the Fed had the will and the tools to keep any down turn brief. The S&P 500^® Index actually made a new high on October 9, 2007. For the year ended December 31, 2007, the S&P 500^® Index returned 5.49%. But, the sense that a serious crisis was only just beginning to unfold and a succession of earnings disappointments especially among the financials sector, increasingly weighed on sentiment as the year wound down. Bizarrely, gross domestic product (“GDP”) growth was being reported at a brisk 4.9% for the third quarter, even as S&P 500 companies were

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2007

reporting a decline in operating profits, the first fall in more than five years.

Internationally, the MSCI Japan^® Index⁽⁴⁾ slumped 15.8% in the second half of the reporting period on a resumption of falling consumer prices and fading global growth, while the strengthening yen threatened all-important exports. For the year ended December 31, 2007, the MSCI Japan^® Index lost 4.23%. The MSCI Europe ex UK^® Index⁽⁵⁾ lost 4.8% in the second six months of the reporting period. A first half rally gave way to nervousness in mid-July after another rate increase and turned into a rout as the sub-prime debacle took shape. U.S. rate cuts were not reciprocated by the European Central Bank, which, with headline inflation up to 3.1%, confined its response to making liquidity available to the banking system, a staggering €500 billion on December 18, 2007. In the UK, stocks surged into the summer making the August 2007 slide even more violent than in continental Europe. But similar inflation worries limited the Bank of England to one 0.25% rate reduction despite a clearly weakening housing market. The MSCI UK^® Index⁽⁵⁾ fell 1.4% in the second half of the reporting period and returned 8.36% for the year ended December 31, 2007.

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

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

⁽⁴⁾ The MSCI Japan^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.

⁽⁵⁾ The MSCI Europe ex UK^® Index is a free float rising adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.

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

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 ING’s 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

ING Solution Portfolios consists of ING Solution Growth and Income Portfolio, ING Solution Growth Portfolio, ING Solution Income Portfolio, ING Solution 2015 Portfolio, ING Solution 2025 Portfolio, ING Solution 2035 Portfolio, and ING Solution 2045 Portfolio (each a “Portfolio” or collectively, the “Solution Portfolios”) each seek to achieve their investment objective by investing in other ING Funds (“Underlying Funds”) and use asset allocation strategies to determine how much to invest in the Underlying Funds.

Portfolio Specifics: Directed Services, LLC (“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 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 table illustrates the Target Sub-Asset Class Mix allocation as of December 31, 2007:



Target Sub-Asset Class Mix as of December 31, 2007 (as a percent of net assets)
	ING Solution Growth and Income Portfolio		ING Solution Growth Portfolio		ING Solution Income Portfolio		ING Solution 2015 Portfolio		ING Solution 2025 Portfolio		ING Solution 2035 Portfolio		ING Solution 2045 Portfolio
Target Sub-Asset Class Mix⁽¹⁾
U.S. Large Cap Stocks — Blend	11.0	%	16.0	%	10.0	%	13.0	%	12.0	%	10.0	%	10.0	%
U.S. Large Cap Stocks — Growth	9.0	%	12.0	%	2.0	%	9.0	%	14.0	%	16.0	%	17.0	%
U.S. Large Cap Stocks — Value	9.0	%	12.0	%	3.0	%	9.0	%	14.0	%	16.0	%	17.0	%
U.S. Mid Cap Stocks	2.0	%	3.0	%	—		3.0	%	5.0	%	7.0	%	9.0	%
U.S. Small Cap Stocks	2.0	%	3.0	%	—		3.0	%	5.0	%	7.0	%	9.0	%
Non-U.S./International Stocks	9.0	%	11.0	%	6.0	%	7.0	%	12.0	%	15.0	%	19.0	%
Real Estate Investment Trusts (“REITs”)	8.0	%	7.0	%	9.0	%	8.0	%	7.0	%	6.0	%	4.0	%
Intermediate-Term Bonds	33.0	%	22.0	%	42.0	%	28.0	%	15.0	%	15.0	%	5.0	%
High Yield Bond	—		—		3.0	%	4.0	%	2.0	%	—		—
Short-Term Bonds	14.0	%	8.0	%	20.0	%	8.0	%	8.0	%	—		—
Treasury Inflation Protected Securities	3.0	%	—		5.0	%	5.0	%	—		—		—
Emerging Markets Equity	—		2.0	%	—		—		3.0	%	5.0	%	7.0	%
International REITs	—		4.0	%	—		3.0	%	3.0	%	3.0	%	3.0	%

	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

⁽¹⁾

Although the Solution Portfolios expect to be fully invested at all times, they may maintain liquidity reserves to meet redemption requests.


PORTFOLIO MANAGERS’ REPORT		ING SOLUTION GROWTHAND INCOME PORTFOLIO

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Cumulative Total Returns for the Periods Ended December 31, 2007
	Since Inception of Classes ADV, I and S July 2, 2007
Class ADV	0.00	%
Class I	0.40	%
Class S	0.20	%
Dow Jones Moderate Portfolio Index⁽¹⁾	4.10	%⁽²⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Solution Growth and 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 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 Dow Jones Moderate Portfolio Index is comprised of a set of equity, bond and cash sub-indexes.

⁽²⁾

Since inception performance for the index is shown as of July 1, 2007.


ING SOLUTION GROWTH PORTFOLIO		PORTFOLIO MANAGERS’ REPORT

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Cumulative Total Returns for the Periods Ended December 31, 2007
	Since Inception of Classes ADV, I and S July 2, 2007
Class ADV	(1.90	)%
Class I	(1.50	)%
Class S	(1.70	)%
Dow Jones Moderately Aggressive Portfolio Index⁽¹⁾	(0.56	)%⁽²⁾

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

Portfolio holdings are subject to change daily.

⁽¹⁾

The Dow Jones Moderately Aggressive Portfolio Index is comprised of a set of equity, bond and cash sub-indexes.

⁽²⁾

Since inception performance for the index is shown as of July 1, 2007.


PORTFOLIO MANAGERS’ REPORT		ING SOLUTION INCOME PORTFOLIO



Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	4.91	%	5.81	%	—
Class I	5.44	%	6.36	%	—
Class S	5.23	%	6.10	%	—
Class T	4.72	%	—		5.23	%
Dow Jones Target Today Index — Global Series⁽¹⁾	6.48	%	5.98	%⁽³⁾	5.94	%⁽⁴⁾
Composite Index⁽²⁾	4.75	%	7.40	%⁽³⁾	6.77	%⁽⁴⁾

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

Portfolio holdings are subject to change daily.

⁽¹⁾

The Dow Jones Target Today Index — Global Series is comprised of a set of equity, bond and cash sub-indexes.

⁽²⁾

The Composite Index is comprised of 10% S&P 500^® Index/2% Russell 1000^® Growth Index/3% Russell 1000^® Value Index/6% MSCI EAFE^® Index/9% DJ Wilshire Real Estate Securities Index/42% LBAB Index/3% LB High Yield Index/20% LB 1-3 Year Government/Credit Index/5% Citigroup U.S. Inflation-Linked Securities Index.

⁽³⁾

Since inception performance for the indices is shown as of May 1, 2005.

⁽⁴⁾

Since inception performance for the indices is shown as of September 1, 2005.


ING SOLUTION 2015 PORTFOLIO		PORTFOLIO MANAGERS’ REPORT

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Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	4.30	%	8.16	%	—
Class I	4.90	%	8.77	%	—
Class S	4.60	%	8.48	%	—
Class T	4.15	%	—		7.01	%
Dow Jones Target 2015 Index — Global Series⁽¹⁾	7.78	%	9.45	%⁽³⁾	8.33	%⁽⁴⁾
Composite Index⁽²⁾	4.34	%	9.68	%⁽³⁾	8.56	%⁽⁴⁾

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 Dow Jones 2015 Index — Global Series is comprised of a set of equity, bond and cash sub-indexes.

⁽²⁾

The Composite Index is comprised of 13% S&P 500^® Index/9% Russell 1000^® Growth Index/9% Russell 1000^® Value Index/3% Russell MidCap^® Index/3% Russell 2000^® Index/7% MSCI EAFE^® Index/8% DJ Wilshire Real Estate Securities Index/28% LBAB Index/4% LB High Yield Index/8% LB 1-3 Year Government/Credit Index/5% Citigroup U.S. Inflation-Linked Securities Index/3% S&P/Citigroup World Property ex U.S. Index.

⁽³⁾

Since inception performance for the indices is shown from May 1, 2005.

⁽⁴⁾

Since inception performance for the indices is shown from September 1, 2005.


PORTFOLIO MANAGERS’ REPORT		ING SOLUTION 2025 PORTFOLIO

LOGO



Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	4.28	%	9.64	%	—
Class I	4.84	%	10.30	%	—
Class S	4.64	%	9.97	%	—
Class T	4.17	%	—		8.10	%
Dow Jones Target 2025 Index — Global Series⁽¹⁾	8.31	%	13.08	%⁽³⁾	11.37	%⁽⁴⁾
Composite Index⁽²⁾	4.89	%	12.19	%⁽³⁾	10.76	%⁽⁴⁾

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 Dow Jones Target 2025 Index — Global Series is comprised of a set of equity, bond and cash sub-indexes.

⁽²⁾

The Composite Index is comprised of 12% S&P 500^® Index/14% Russell 1000^® Growth Index/14% Russell 1000^® Value Index/5% Russell MidCap^® Index/5% Russell 2000^® Index/12% MSCI EAFE^® Index/7% DJ Wilshire Real Estate Securities Index/15% LBAB Index/2% LB High Yield Index/8% LB 1-3 Year Government/Credit Index/3% MSCI Emerging Markets Index/3% S&P/Citigroup World Property ex U.S. Index.

⁽³⁾

Since inception performance for the indices is shown from May 1, 2005.

⁽⁴⁾

Since inception performance for the indices is shown from September 1, 2005.


ING SOLUTION 2035 PORTFOLIO		PORTFOLIO MANAGERS’ REPORT

LOGO



Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	5.03	%	11.01	%	—
Class I	5.66	%	11.62	%	—
Class S	5.30	%	11.31	%	—
Class T	4.89	%	—		9.31	%
Dow Jones Target 2035 Index — Global Series⁽¹⁾	8.48	%	15.17	%⁽³⁾	13.08	%⁽⁴⁾
Composite Index⁽²⁾	5.52	%	13.65	%⁽³⁾	12.00	%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Solution 2035 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 Dow Jones Target 2035 Index — Global Series is comprised of a set of equity, bond and cash sub-indexes.

⁽²⁾

The Composite Index is comprised of 10% S&P 500^® Index/16% Russell 1000^® Growth Index/16% Russell 1000^® Value Index/7% Russell MidCap^® Index/7% Russell 2000^® Index/15% MSCI EAFE^® Index/6% DJ Wilshire Real Estate Securities Index/15% LBAB Index/5% MSCI Emerging Markets Index/3% S&P/Citigroup World Property ex U.S. Index.

⁽³⁾

Since inception performance for the indices is shown from May 1, 2005.

⁽⁴⁾

Since inception performance for the indices is shown from September 1, 2005.


PORTFOLIO MANAGERS’ REPORT		ING SOLUTION 2045 PORTFOLIO

LOGO



Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	5.51	%	12.31	%	—
Class I	5.96	%	12.88	%	—
Class S	5.79	%	12.58	%	—
Class T	5.27	%	—		10.17	%
Dow Jones Target 2045 Index — Global Series⁽¹⁾	8.47	%	15.44	%⁽³⁾	13.31	%⁽⁴⁾
Composite Index⁽²⁾	6.33	%	15.23	%⁽³⁾	13.41	%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Solution 2045 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 Dow Jones Target 2045 Index — Global Series is comprised of a set of equity, bond and cash sub-indexes.

⁽²⁾

The Composite Index is comprised of 10% S&P 500^® Index/17% Russell 1000^® Growth Index/17% Russell 1000^® Value Index/9% Russell MidCap^® Index/9% Russell 2000^® Index/19% MSCI EAFE^® Index/4% DJ Wilshire Real Estate Securities Index/5% LBAB Index/7% MSCI Emerging Markets Index/3% S&P/Citigroup World Property ex U.S. Index.

⁽³⁾

Since inception performance for the indices is shown from May 1, 2005.

⁽⁴⁾

Since inception performance for the indices 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, 2007 to December 31, 2007. 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 the 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 before expenses),” 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.


ING Solution Growth and Income Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2007**
Actual Portfolio Return
Class A⁽¹⁾	$	1,000.00	$	1,000.00	0.62	%	$	3.13
Class I⁽¹⁾		1,000.00		1,004.00	0.12			0.61
Class S⁽¹⁾		1,000.00		1,002.00	0.37			1.87
Hypothetical (5% return before expenses)
Class A	$	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

⁽¹⁾

Commencement of operations for the Portfolio was July 2, 2007. Expenses paid reflect the 183-day period ended December 31, 2007.

Expense ratios do not include expense 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)


ING Solution Growth Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2007**
Actual Portfolio Return
Class A⁽¹⁾	$	1,000.00	$	981.00	0.62	%	$	3.10
Class I⁽¹⁾		1,000.00		985.00	0.12			0.60
Class S⁽¹⁾		1,000.00		983.00	0.37			1.85
Hypothetical (5% return before expenses)
Class A	$	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
ING Solution Income Portfolio
Actual Portfolio Return
Class A	$	1,000.00	$	1,023.30	0.62	%	$	3.16
Class I		1,000.00		1,025.10	0.12			0.61
Class S		1,000.00		1,024.70	0.37			1.89
Class T		1,000.00		1,022.20	0.82			4.18
Hypothetical (5% return before expenses)
Class A	$	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 2015 Portfolio
Actual Portfolio Return
Class A	$	1,000.00	$	1,003.20	0.62	%	$	3.13
Class I		1,000.00		1,006.80	0.12			0.61
Class S		1,000.00		1,005.50	0.37			1.87
Class T		1,000.00		1,003.30	0.82			4.14
Hypothetical (5% return before expenses)
Class A	$	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 A	$	1,000.00	$	992.60	0.62	%	$	3.11
Class I		1,000.00		995.50	0.12			0.60
Class S		1,000.00		994.80	0.37			1.86
Class T		1,000.00		992.30	0.82			4.12
Hypothetical (5% return before expenses)
Class A	$	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

⁽¹⁾

Commencement of operations for the Portfolio was July 2, 2007. Expenses paid reflect the 183-day period ended December 31, 2007.

Expense ratios do not include expense of the Underlying Funds.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)


ING Solution 2035 Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2007**
Actual Portfolio Return
Class A	$	1,000.00	$	993.70	0.62	%	$	3.12
Class I		1,000.00		996.40	0.12			0.60
Class S		1,000.00		994.30	0.37			1.86
Class T		1,000.00		993.00	0.82			4.12
Hypothetical (5% return before expenses)
Class A	$	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 2045 Portfolio
Actual Portfolio Return
Class A	$	1,000.00	$	990.40	0.62	%	$	3.11
Class I		1,000.00		993.00	0.12			0.60
Class S		1,000.00		991.80	0.37			1.86
Class T		1,000.00		989.40	0.82			4.11
Hypothetical (5% return before expenses)
Class A	$	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.

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 Growth and Income Portfolio, ING Solution Growth Portfolio, 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, 2007, and the related statements of operations for the year or period then ended, 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 each of the years or periods in the three-year period then ended. 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, 2007, 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, 2007, 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.

LOGO

Boston, Massachusetts

February 29, 2008

STATEMENTS OF ASSETS AND LIABILITIESASOF DECEMBER 31, 2007


	ING Solution Growth and Income Portfolio			ING Solution Growth Portfolio			ING Solution Income Portfolio
ASSETS:
Investments in affiliated underlying funds at value*	$	3,037		$	2,980		$	202,296,300
Receivables:
Fund shares sold		—			—			7,585,186
Dividends from affiliated underlying funds		30			24			1,882,169

Total assets		3,067			3,004			211,763,655

LIABILITIES:
Payable for investment purchased in affiliated underlying funds		30			24			9,287,776
Payable for fund shares redeemed		—			—			179,579
Payable to affiliates		—			—			72,813

Total liabilities		30			24			9,540,168

NET ASSETS	$	3,037		$	2,980		$	202,223,487

NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	3,027		$	3,027		$	193,883,386
Undistributed net investment income		45			31			3,814,234
Accumulated net realized gain on investments		8			8			3,253,656
Net unrealized appreciation or depreciation on investments		(43	)		(86	)		1,272,211

NET ASSETS	$	3,037		$	2,980		$	202,223,487


* Cost of investments in affiliated underlying funds	$	3,080		$	3,066		$	201,024,089

Class ADV:
Net assets	$	1,010		$	991		$	93,759,925
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		101			101			8,126,853
Net asset value and redemption price per share	$	10.00		$	9.81		$	11.54
Class I:
Net assets	$	1,015		$	996		$	18,104,468
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		101			101			1,546,959
Net asset value and redemption price per share	$	10.04		$	9.85		$	11.70
Class S:
Net assets	$	1,012		$	993		$	88,723,289
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		101			101			7,628,603
Net asset value and redemption price per share	$	10.02		$	9.83		$	11.63
Class T:
Net assets		n/a			n/a		$	1,635,805
Shares authorized		n/a			n/a			100,000,000
Par value		n/a			n/a		$	0.001
Shares outstanding		n/a			n/a			141,811
Net asset value and redemption price per share		n/a			n/a		$	11.54

See Accompanying Notes to Financial Statements

STATEMENTS OF ASSETS AND LIABILITIESASOF DECEMBER 31, 2007


	ING Solution 2015 Portfolio		ING Solution 2025 Portfolio		ING Solution 2035 Portfolio		ING Solution 2045 Portfolio
ASSETS:
Investments in affiliated underlying funds at value*	$	584,375,838	$	859,942,697	$	679,656,787	$	380,166,828
Receivables:
Investments in affiliated underlying funds sold		369,131		—		—		—
Fund shares sold		454,850		1,551,387		1,811,657		937,456
Dividends from affiliated underlying funds		4,728,581		6,760,343		4,921,771		1,279,841

Total assets		589,928,400		868,254,427		686,390,215		382,384,125

LIABILITIES:
Payable for investment purchased in affiliated underlying funds		4,728,581		7,742,711		6,528,080		2,099,355
Payable for fund shares redeemed		823,981		569,020		205,349		117,942
Payable to affiliates		220,381		326,412		261,375		143,217

Total liabilities		5,772,943		8,638,143		6,994,804		2,360,514

NET ASSETS	$	584,155,457	$	859,616,284	$	679,395,411	$	380,023,611

NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	556,205,606	$	815,758,635	$	639,399,309	$	357,783,019
Undistributed net investment income		10,350,134		11,353,908		8,776,610		4,082,363
Accumulated net realized gain on investments		12,980,541		24,316,319		21,810,741		12,198,845
Net unrealized appreciation on investments		4,619,176		8,187,422		9,408,751		5,959,384

NET ASSETS	$	584,155,457	$	859,616,284	$	679,395,411	$	380,023,611


* Cost of investments in affiliated underlying funds	$	579,756,662	$	851,755,275	$	670,248,036	$	374,207,444

Class ADV:
Net assets	$	237,368,533	$	345,763,167	$	279,170,820	$	148,649,274
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		19,355,279		27,193,910		21,164,634		10,884,914
Net asset value and redemption price per share	$	12.26	$	12.71	$	13.19	$	13.66
Class I:
Net assets	$	41,863,369	$	59,211,546	$	44,254,174	$	28,380,698
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		3,365,916		4,586,608		3,308,429		2,050,546
Net asset value and redemption price per share	$	12.44	$	12.91	$	13.38	$	13.84
Class S:
Net assets	$	300,703,500	$	446,724,187	$	347,196,915	$	199,687,696
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		24,328,982		34,847,615		26,119,145		14,528,016
Net asset value and redemption price per share	$	12.36	$	12.82	$	13.29	$	13.75
Class T:
Net assets	$	4,220,055	$	7,917,384	$	8,773,502	$	3,305,943
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		343,724		622,599		665,860		242,783
Net asset value and redemption price per share	$	12.28	$	12.72	$	13.18	$	13.62

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONS


	ING Solution Growth and Income Portfolio			ING Solution Growth Portfolio			ING Solution Income Portfolio
	July 2, 2007⁽¹⁾ to December 31, 2007			July 2, 2007⁽¹⁾ to December 31, 2007			Year Ended December 31, 2007
INVESTMENT INCOME:
Dividends from affiliated underlying funds	$	48		$	34		$	4,344,061

Total investment income		48			34			4,344,061

EXPENSES:
Investment management fees		2			2			137,118
Distribution and service fees:
Class ADV		4			4			263,376
Class S		2			2			179,717
Class T		—			—			15,242
Administrative service fees		—			—			27,421

Total expenses		8			8			622,874
Net waived and reimbursed fees		—			—			(1,016	)

Net expenses		8			8			621,858

Net investment income		40			26			3,722,203

REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED UNDERLYING FUNDS:
Distributions of realized gains from affiliated underlying funds		13			16			780,746
Net realized gain (loss) on affiliated underlying funds		(3	)		(6	)		2,622,388
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(43	)		(86	)		(782,798	)

Net realized and unrealized gain (loss) on affiliated underlying funds		(33	)		(76	)		2,620,336

Increase (decrease) in net assets resulting from operations	$	7		$	(50	)	$	6,342,539

⁽¹⁾

Commencement of operations

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONSFORTHE YEAR ENDED DECEMBER 31, 2007


	ING Solution 2015 Portfolio			ING Solution 2025 Portfolio			ING Solution 2035 Portfolio			ING Solution 2045 Portfolio
INVESTMENT INCOME:
Dividends from affiliated underlying funds	$	10,606,342		$	10,626,768		$	7,105,326		$	2,584,109

Total investment income		10,606,342			10,626,768			7,105,326			2,584,109

EXPENSES:
Investment management fees		433,954			645,320			513,853			278,725
Distribution and service fees:
Class ADV		765,846			1,131,678			891,286			462,134
Class S		619,488			932,568			745,043			408,719
Class T		32,819			68,748			70,145			26,707
Administrative service fees		86,784			129,055			102,763			55,741

Total expenses		1,938,891			2,907,369			2,323,090			1,232,026
Net waived and reimbursed fees		(2,187	)		(4,583	)		(4,676	)		(1,781	)

Net expenses		1,936,704			2,902,786			2,318,414			1,230,245

Net investment income		8,669,638			7,723,982			4,786,912			1,353,864

REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED UNDERLYING FUNDS:
Distributions of realized gains from affiliated underlying funds		6,694,143			13,040,781			12,516,634			8,231,004
Net realized gain on affiliated underlying funds		8,039,797			15,085,748			13,390,104			6,763,395
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(7,974,407	)		(14,894,305	)		(10,954,687	)		(5,337,828	)

Net realized and unrealized gain on investments		6,759,533			13,232,224			14,952,051			9,656,571

Increase in net assets resulting from operations	$	15,429,171		$	20,956,206		$	19,738,963		$	11,010,435

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Solution Growth and Income Portfolio			ING Solution Growth Portfolio
	July 2, 2007⁽¹⁾ to December 31, 2007			July 2, 2007⁽¹⁾ to December 31, 2007
FROM OPERATIONS:
Net investment income	$	40		$	26
Net realized gain on affiliated underlying funds		10			10
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(43	)		(86	)

Increase (decrease) in net assets resulting from operations		7			(50	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		3,030			3,030

Net increase in net assets resulting from capital share transactions		3,030			3,030

Net increase in net assets		3,037			2,980

NET ASSETS:
Beginning of period		—			—

End of period	$	3,037		$	2,980

Undistributed net investment income at end of period	$	45		$	31

⁽¹⁾

Commencement of operations

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Solution Income Portfolio						ING Solution 2015 Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	3,722,203		$	806,760		$	8,669,638		$	2,208,440
Net realized gain on affiliated underlying funds		3,403,134			161,325			14,733,940			925,199
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(782,798	)		2,057,529			(7,974,407	)		12,537,767

Increase in net assets resulting from operations		6,342,539			3,025,614			15,429,171			15,671,406

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(374,184	)		(4,748	)		(929,591	)		(16,429	)
Class I		(67,894	)		(713	)		(173,501	)		(6,011	)
Class S		(451,344	)		(5,235	)		(1,359,222	)		(26,675	)
Class T		—			(3,528	)		—			(9,123	)
Net realized gains:
Class ADV		(52,417	)		(968	)		(272,277	)		(8,506	)
Class I		(9,059	)		(142	)		(46,931	)		(2,991	)
Class S		(65,686	)		(1,137	)		(407,766	)		(14,550	)
Class T		(1,873	)		(729	)		(7,683	)		(4,772	)

Total distributions		(1,022,457	)		(17,200	)		(3,196,971	)		(89,057	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		144,337,737			88,382,379			335,555,784			289,918,561
Dividends reinvested		1,022,457			17,200			3,196,971			89,057

		145,360,194			88,399,579			338,752,755			290,007,618
Cost of shares redeemed		(28,865,911	)		(11,798,218	)		(48,897,153	)		(29,363,311	)

Net increase in net assets resulting from capital share transactions		116,494,283			76,601,361			289,855,602			260,644,307

Net increase in net assets		121,814,365			79,609,775			302,087,802			276,226,656

NET ASSETS:
Beginning of year		80,409,122			799,347			282,067,655			5,840,999

End of year	$	202,223,487		$	80,409,122		$	584,155,457		$	282,067,655

Undistributed net investment income at end of year	$	3,814,234		$	887,929		$	10,350,134		$	2,458,163

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Solution 2025 Portfolio						ING Solution 2035 Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	7,723,982		$	2,154,357		$	4,786,912		$	1,786,705
Net realized gain on affiliated underlying funds		28,126,529			2,574,296			25,906,738			1,893,585
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(14,894,305	)		22,592,857			(10,954,687	)		20,212,377

Increase in net assets resulting from operations		20,956,206			27,321,510			19,738,963			23,892,667

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(1,055,258	)		(30,595	)		(859,961	)		(12,127	)
Class I		(166,637	)		(7,286	)		(138,756	)		(5,261	)
Class S		(1,523,586	)		(72,887	)		(1,303,842	)		(16,903	)
Class T		—			(17,250	)		—			(7,106	)
Net realized gains:
Class ADV		(794,407	)		(20,156	)		(533,769	)		(10,106	)
Class I		(113,925	)		(4,654	)		(78,913	)		(4,231	)
Class S		(1,203,303	)		(51,886	)		(838,184	)		(15,551	)
Class T		(31,400	)		(11,500	)		(28,825	)		(5,921	)

Total distributions		(4,888,516	)		(216,214	)		(3,782,250	)		(77,206	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		473,518,467			393,904,233			372,578,074			315,209,674
Dividends reinvested		4,888,516			216,214			3,782,250			77,206

		478,406,983			394,120,447			376,360,324			315,286,880
Cost of shares redeemed		(44,151,502	)		(29,385,613	)		(34,277,635	)		(23,423,811	)

Net increase in net assets resulting from capital share transactions		434,255,481			364,734,834			342,082,689			291,863,069

Net increase in net assets		450,323,171			391,840,130			358,039,402			315,678,530

NET ASSETS:
Beginning of year		409,293,113			17,452,983			321,356,009			5,677,479

End of year	$	859,616,284		$	409,293,113		$	679,395,411		$	321,356,009

Undistributed net investment income at end of year	$	11,353,908		$	2,742,172		$	8,776,610		$	2,298,752

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Solution 2045 Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	1,353,864		$	425,179
Net realized gain on affiliated underlying funds		14,994,399			916,604
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(5,337,828	)		11,285,992

Increase in net assets resulting from operations		11,010,435			12,627,775

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(242,428	)		(1,819	)
Class I		(56,679	)		(1,552	)
Class S		(396,764	)		(2,219	)
Class T		—			(796	)
Net realized gains:
Class ADV		(240,224	)		(6,640	)
Class I		(48,646	)		(4,873	)
Class S		(410,575	)		(8,711	)
Class T		(9,245	)		(2,779	)

Total distributions		(1,404,561	)		(29,389	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		222,131,104			166,572,144
Dividends reinvested		1,404,561			29,389

		223,535,665			166,601,533
Cost of shares redeemed		(18,197,614	)		(15,422,677	)

Net increase in net assets resulting from capital share transactions		205,338,051			151,178,856

Net increase in net assets		214,943,925			163,777,242

NET ASSETS:
Beginning of year		165,079,686			1,302,444

End of year	$	380,023,611		$	165,079,686

Undistributed net investment income at end of year	$	4,082,363		$	690,414

See Accompanying Notes to Financial Statements


ING SOLUTION GROWTH AND INCOME PORTFOLIO		FINANCIAL HIGHLIGHTS

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


		Class ADV		Class I		Class S
		July 2, 2007 to December 31, 2007⁽¹⁾		July 2, 2007 to December 31, 2007⁽¹⁾		July 2, 2007 to December 31, 2007⁽¹⁾
Per Share Operating Performance:
Net asset value, beginning of period	$	10.00		10.00		10.00
Income (loss) from investment operations:
Net investment income	$	0.13		0.15		0.14
Net realized and unrealized loss on investments	$	(0.13	)	(0.11	)	(0.12	)
Total from investment operations	$	—		0.04		0.02
Net asset value, end of period	$	10.00		10.04		10.02
Total Return⁽²⁾	%	0.00	*	0.40		0.20
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	1		1		1
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%	0.62		0.12		0.37
Net investment income⁽³⁾	%	2.55		3.04		2.79
Portfolio turnover rate	%	7		7		7

⁽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.

Amount is less than 0.005%.

See Accompanying Notes to Financial Statements


ING SOLUTION GROWTH PORTFOLIO		FINANCIAL HIGHLIGHTS

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


		Class ADV		Class I		Class S
		July 2, 2007⁽¹⁾ to December 31, 2007		July 2, 2007⁽¹⁾ to December 31, 2007		July 2, 2007⁽¹⁾ to December 31, 2007
Per Share Operating Performance:
Net asset value, beginning of period	$	10.00		10.00		10.00
Income (loss) from investment operations:
Net investment income	$	0.08		0.11		0.09
Net realized and unrealized loss on investments	$	(0.27	)	(0.26	)	(0.26	)
Total from investment operations	$	(0.19	)	(0.15	)	(0.17	)
Net asset value, end of period	$	9.81		9.85		9.83
Total Return⁽²⁾	%	(1.90	)	(1.50	)	(1.70	)
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	1		1		1
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%	0.62		0.12		0.37
Net investment income⁽³⁾	%	1.58		2.28		1.83
Portfolio turnover rate	%	8		8		8

⁽¹⁾

Commencement of operations.

⁽²⁾

⁽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.

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 Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005
		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	11.08		10.36		10.02		11.18		10.41		10.02
Income (loss) from investment operations:
Net investment income	$	0.32	*	0.57	*	0.54	*	0.37	*	0.42	*	0.29
Net realized and unrealized gain (loss) on investments	$	0.22		0.17		(0.20	)	0.24		0.37		0.10
Total from investment operations	$	0.54		0.74		0.34		0.61		0.79		0.39
Less distributions from:
Net investment income	$	0.07		0.02		—		0.08		0.02		—
Net realized gains on investments	$	0.01		0.00	**	—		0.01		0.00	**	—
Total distributions	$	0.08		0.02		—		0.09		0.02		—
Net asset value, end of period	$	11.54		11.08		10.36		11.70		11.18		10.41
Total Return⁽²⁾	%	4.91		7.21		3.39		5.44		7.66		3.89
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	93,760		20,477		188		18,104		3,053		1
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%	0.62		0.62		0.62		0.12		0.12		0.12
Net investment income⁽³⁾	%	2.80		5.29		7.93		3.20		3.89		4.27
Portfolio turnover rate	%	35		32		21		35		32		21

		Class S						Class T
		Year Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,				August 31, 2005⁽¹⁾to December 31, 2005
		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005		2007		2006		August 31, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	11.13		10.39		10.02		11.03		10.34		10.28
Income (loss) from investment operations:
Net investment income	$	0.30	*	0.36	*	0.36	*	0.20		0.10	*	0.12
Net realized and unrealized gain (loss) on investments	$	0.28		0.40		0.01		0.32		0.61		(0.06	)
Total from investment operations	$	0.58		0.76		0.37		0.52		0.71		0.06
Less distributions from:
Net investment income	$	0.07		0.02		—		—		0.02		—
Net realized gains on investments	$	0.01		0.00	**	—		0.01		0.00	**	—
Total distributions	$	0.08		0.02		—		0.01		0.02		—
Net asset value, end of period	$	11.63		11.13		10.39		11.54		11.03		10.34
Total Return⁽²⁾	%	5.23		7.37		3.69		4.72		6.93		0.58
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	88,723		54,634		507		1,636		2,245		103
Ratios to average net assets:
Gross expenses prior to expense waiver⁽³⁾⁽⁴⁾	%	0.37		0.37		0.37		0.87		0.87		0.87
Net expenses after expense waiver⁽³⁾⁽⁴⁾	%	0.37		0.37		0.37		0.82		0.82		0.82
Net investment income after expense waiver⁽³⁾	%	2.61		3.28		5.22		1.75		0.94		6.36
Portfolio turnover rate	%	35		32		21		35		32		21

⁽¹⁾

Commencement of operations.

⁽²⁾

⁽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.

Calculated using average number of shares outstanding throughout the period.

Amount is less than $0.005.

See Accompanying Notes to Financial Statements


ING SOLUTION 2015 PORTFOLIO		FINANCIAL HIGHLIGHTS

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


		Class ADV						Class I
		Year Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005
		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	11.84		10.74		10.04		11.95		10.80		10.04
Income from investment operations:
Net investment income	$	0.24	*	0.40	*	0.44	*	0.30	*	0.33	*	0.11
Net realized and unrealized gain on investments	$	0.27		0.73		0.26		0.28		0.85		0.65
Total from investment operations	$	0.51		1.13		0.70		0.58		1.18		0.76
Less distributions from:
Net investment income	$	0.07		0.02		—		0.07		0.02		—
Net realized gains on investments	$	0.02		0.01		—		0.02		0.01		—
Total distributions	$	0.09		0.03		—		0.09		0.03		—
Net asset value, end of period	$	12.26		11.84		10.74		12.44		11.95		10.80
Total Return⁽²⁾	%	4.30		10.54		6.97		4.90		10.96		7.57
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	237,369		71,923		1,032		41,863		14,384		1
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%	0.62		0.62		0.62		0.12		0.12		0.12
Net investment income⁽³⁾	%	1.99		3.49		6.29		2.41		2.85		1.51
Portfolio turnover rate	%	39		14		49		39		14		49

		Class S						Class T
		Year Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,				August 31, 2005⁽¹⁾to December 31, 2005
		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005		2007		2006		August 31, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	11.90		10.77		10.04		11.81		10.74		10.53
Income from investment operations:
Net investment income	$	0.24	*	0.29	*	0.27	*	0.17		0.04	*	0.13
Net realized and unrealized gain on investments	$	0.31		0.87		0.46		0.32		1.06		0.08
Total from investment operations	$	0.55		1.16		0.73		0.49		1.10		0.21
Less distributions from:
Net investment income	$	0.07		0.02		—		—		0.02		—
Net realized gains on investments	$	0.02		0.01		—		0.02		0.01		—
Total distributions	$	0.09		0.03		—		0.02		0.03		—
Net asset value, end of period	$	12.36		11.90		10.77		12.28		11.81		10.74
Total Return⁽²⁾	%	4.60		10.78		7.27		4.15		10.26		1.99
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	300,704		191,100		4,114		4,220		4,661		694
Ratios to average net assets:
Gross expenses prior to expense waiver⁽³⁾⁽⁴⁾	%	0.37		0.37		0.37		0.87		0.87		0.87
Net expenses after expense waiver⁽³⁾⁽⁴⁾	%	0.37		0.37		0.37		0.82		0.82		0.82
Net investment income after expense waiver⁽³⁾	%	1.96		2.52		3.82		1.38		0.38		11.28
Portfolio turnover rate	%	39		14		49		39		14		49

⁽¹⁾

Commencement of operations.

⁽²⁾

⁽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.

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 Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005
		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	12.28		10.97		10.05		12.41		11.03		10.05
Income from investment operations:
Net investment income	$	0.15	*	0.27	*	0.24	*	0.22	*	0.22	*	0.05	*
Net realized and unrealized gain on investments	$	0.37		1.09		0.68		0.38		1.21		0.93
Total from investment operations	$	0.52		1.35		0.92		0.60		1.43		0.98
Less distributions from:
Net investment income	$	0.05		0.02		—		0.06		0.03		—
Net realized gains on investments	$	0.04		0.02		—		0.04		0.02		—
Total distributions	$	0.09		0.04		—		0.10		0.05		—
Net asset value, end of period	$	12.71		12.28		10.97		12.91		12.41		11.03
Total Return⁽²⁾	%	4.28		12.37		9.15		4.84		12.94		9.75
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	345,763		100,091		944		59,212		17,540		36
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%	0.62		0.62		0.62		0.12		0.12		0.12
Net investment income⁽³⁾	%	1.16		2.29		3.37		1.74		1.87		0.79
Portfolio turnover rate	%	39		23		47		39		23		47

		Class S						Class T
		Year Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,				August 31, 2005⁽¹⁾to December 31, 2005
		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005		2007		2006		August 31, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	12.34		11.00		10.05		12.25		10.97		10.68
Income from investment operations:
Net investment income	$	0.15	*	0.19	*	0.24	*	0.07	*	0.02	*	0.08
Net realized and unrealized gain on investments	$	0.42		1.19		0.71		0.44		1.31		0.21
Total from investment operations	$	0.57		1.38		0.95		0.51		1.33		0.29
Less distributions from:
Net investment income	$	0.05		0.02		—		—		0.03		—
Net realized gains on investments	$	0.04		0.02		—		0.04		0.02		—
Total distributions	$	0.09		0.04		—		0.04		0.05		—
Net asset value, end of period	$	12.82		12.34		11.00		12.72		12.25		10.97
Total Return⁽²⁾	%	4.64		12.59		9.45		4.17		12.09		2.72
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	446,724		282,074		15,503		7,917		9,588		971
Ratios to average net assets:
Gross expenses prior to expense waiver⁽³⁾⁽⁴⁾	%	0.37		0.37		0.37		0.87		0.87		0.87
Net expenses after expense waiver⁽³⁾⁽⁴⁾	%	0.37		0.37		0.37		0.82		0.82		0.82
Net investment income after expense waiver⁽³⁾	%	1.18		1.58		3.38		0.53		0.19		6.79
Portfolio turnover rate	%	39		23		47		39		23		47

⁽¹⁾

Commencement of operations.

⁽²⁾

⁽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.

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 Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005
		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	12.65		11.13		10.07		12.76		11.19		10.07
Income from investment operations:
Net investment income	$	0.12	*	0.31	*	0.34	*	0.19	*	0.22	*	0.98	*
Net realized and unrealized gain on investments	$	0.51		1.23		0.72		0.53		1.37		0.14
Total from investment operations	$	0.63		1.54		1.06		0.72		1.59		1.12
Less distributions from:
Net investment income	$	0.05		0.01		—		0.06		0.01		—
Net realized gain on investments	$	0.04		0.01		—		0.04		0.01		—
Total distributions	$	0.09		0.02		—		0.10		0.02		—
Net asset value, end of period	$	13.19		12.65		11.13		13.38		12.76		11.19
Total Return⁽²⁾	%	5.03		13.91		10.53		5.66		14.29		11.12
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	279,171		73,683		542		44,254		16,647		20
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%	0.62		0.62		0.62		0.12		0.12		0.12
Net investment income⁽³⁾	%	0.88		2.60		4.59		1.43		1.84		13.21
Portfolio turnover rate	%	32		15		33		32		15		33

		Class S						Class T
		Year Ended December 31,				April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,				August 31, 2005⁽¹⁾to December 31, 2005
		2007		2006		April 29, 2005⁽¹⁾to December 31, 2005		2007		2006		August 31, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	12.71		11.16		10.07		12.60		11.12		10.76
Income from investment operations:
Net investment income	$	0.12	*	0.22	*	0.23	*	0.05		0.02	*	0.12
Net realized and unrealized gain on investments	$	0.55		1.35		0.86		0.57		1.48		0.24
Total from investment operations	$	0.67		1.57		1.09		0.62		1.50		0.36
Less distributions from:
Net investment income	$	0.05		0.01		—		—		0.01		—
Net realized gain on investments	$	0.04		0.01		—		0.04		0.01		—
Total distributions	$	0.09		0.02		—		0.04		0.02		—
Net asset value, end of period	$	13.29		12.71		11.16		13.18		12.60		11.12
Total Return⁽²⁾	%	5.30		14.13		10.82		4.89		13.56		3.35
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	347,197		222,502		4,656		8,774		8,525		460
Ratios to average net assets:
Gross expenses prior to expense waiver⁽³⁾⁽⁴⁾	%	0.37		0.37		0.37		0.87		0.87		0.87
Net expenses after expense waiver⁽³⁾⁽⁴⁾	%	0.37		0.37		0.37		0.82		0.82		0.82
Net investment income after expense waiver⁽³⁾	%	0.93		1.85		3.16		0.38		0.18		15.26
Portfolio turnover rate	%	32		15		33		32		15		33

⁽¹⁾

Commencement of operations.

⁽²⁾

⁽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.

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 Ended December 31,			April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,			April 29, 2005⁽¹⁾to December 31, 2005
		2007	2006		April 29, 2005⁽¹⁾to December 31, 2005		2007	2006		April 29, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	13.01	11.35		10.08		13.13	11.40		10.08
Income from investment operations:
Net investment income	$	0.05	0.15	*	0.19	*	0.12	0.12	*	0.08	*
Net realized and unrealized gain on investments	$	0.66	1.53		1.08		0.66	1.64		1.24
Total from investment operations	$	0.71	1.68		1.27		0.78	1.76		1.32
Less distributions from:
Net investment income	$	0.03	0.00	**	—		0.04	0.01		—
Net realized gains on investments	$	0.03	0.02		—		0.03	0.02		—
Total distributions	$	0.06	0.02		—		0.07	0.03		—
Net asset value, end of period	$	13.66	13.01		11.35		13.84	13.13		11.40
Total Return⁽²⁾	%	5.51	14.82		12.60		5.96	15.38		13.10
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	148,649	36,741		334		28,381	10,442		2
Ratios to average net assets:
Expenses⁽³⁾⁽⁴⁾	%	0.62	0.62		0.62		0.12	0.12		0.12
Net investment income⁽³⁾	%	0.33	1.22		2.54		0.84	0.98		1.12
Portfolio turnover rate	%	39	20		106		39	20		106

		Class S					Class T
		Year Ended December 31,			April 29, 2005⁽¹⁾to December 31, 2005		Year Ended December 31,			August 31, 2005⁽¹⁾to December 31, 2005
		2007	2006		April 29, 2005⁽¹⁾to December 31, 2005		2007	2006		August 31, 2005⁽¹⁾to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	13.06	11.37		10.08		12.97	11.34		10.91
Income (loss) from investment operations:
Net investment income (loss)	$	0.07	0.11	*	0.08	*	0.01	(0.04	)*	0.33	*
Net realized and unrealized gain on investments	$	0.68	1.60		1.21		0.67	1.69		0.10
Total from investment operations	$	0.75	1.71		1.29		0.68	1.65		0.43
Less distributions from:
Net investment income	$	0.03	0.00	**	—		—	0.00	**	—
Net realized gains on investments	$	0.03	0.02		—		0.03	0.02		—
Total distributions	$	0.06	0.02		—		0.03	0.02		—
Net asset value, end of period	$	13.75	13.06		11.37		13.62	12.97		11.34
Total Return⁽²⁾	%	5.79	15.06		12.80		5.27	14.57		3.94
Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	199,688	114,650		783		3,306	3,247		183
Ratios to average net assets:
Gross expenses prior to expense waiver⁽³⁾⁽⁴⁾	%	0.37	0.37		0.37		0.87	0.87		0.87
Net expenses after expense waiver⁽³⁾⁽⁴⁾	%	0.37	0.37		0.37		0.82	0.82		0.82
Net investment income (loss) after expense waiver⁽³⁾	%	0.54	0.90		1.11		0.06	(0.29	)	9.02
Portfolio turnover rate	%	39	20		106		39	20		106

⁽¹⁾

Commencement of operations.

⁽²⁾

⁽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.

Calculated using average number of shares outstanding throughout the period.

Amount is less than $0.005.

See Accompanying Notes to Financial Statements

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007

NOTE 1 — ORGANIZATION

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 of which has its own investment objective, policies and restrictions. As of December 31, 2007, the Fund consists of thirty-seven Portfolios. The seven Portfolios included in this report are: ING Solution Growth and Income Portfolio (“Solution Growth and Income”), ING Solution Growth Portfolio (“Solution Growth”), 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”). With the exception of Solution Growth and Income, Solution Growth and Solution Income, each Portfolio is structured and managed around a specific target retirement or financial goal date (“Target Date”). The investment objectives of the Portfolios are as follows: Solution Growth and Income — seeks to provide a combination of total return and stability of principal through a diversified asset allocation strategy; Solution Growth — seeks to provide capital growth through a diversified asset allocation strategy; Solution Income — seeks to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement; and for each of Solution 2015, 2025, 2035 and 2045 Portfolios — until the day prior to the Target Date, the Portfolio 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 Solution Income, without a vote of shareholders, if approved by the Board of Directors (the “Board”). The Portfolios serve as an investment option in underlying variable insurance products offered by Direct Services, LLC (“DSL” or “Investment Adviser”).

Shares of the Portfolios 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 at least three of 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. Common expenses of the Portfolios (including custodial asset-based fees, legal and audit fees, printing and mailing expenses, transfer agency out-of-pocket expenses, and fees and expenses of the independent trustees) are allocated to each Portfolio in proportion to its relative daily net assets. Expenses directly attributable to a particular Portfolio (including advisory, administration, custodial transaction-based, registration, other professional, distribution and/or service fees, certain taxes, and offering costs) are charged directly to that Portfolio. Differences in per share dividend rates generally result from differences in separate class expenses, including distribution and shareholder 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.

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.

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

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

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.

Repurchase Agreements. Certain 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 Underlying Fund. The underlying collateral is valued daily on a mark to market basis to assure that the value, including accrued interest is at least equal to the repurchase price. 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.

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 the Portfolios and 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 assumes all ordinary recurring direct costs of the Portfolios, such as custodian fees, director fees, transfer

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007 (CONTINUED)

NOTE 3 — INVESTMENT ADVISER AND ADMINISTRATIVE SERVICE FEES (continued)

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, 2007, the cost of purchases and the proceeds from sales of the Underlying Funds were as follows:


	Purchases		Sales
Solution Growth and Income	$	3,294	$	224
Solution Growth		3,302		246
Solution Income		167,200,432		48,046,387
Solution 2015		466,357,910		171,038,804
Solution 2025		691,498,471		253,195,652
Solution 2035		510,020,070		165,411,774
Solution 2045		314,220,229		107,413,636

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 (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.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At December 31, 2007, the Portfolios had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Note 5):


Portfolio	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service Fees		Total
Solution Income	$	15,838	$	3,167	$	53,808	$	72,813
Solution 2015		48,170		9,633		162,578		220,381
Solution 2025		71,153		14,230		241,029		326,412
Solution 2035		56,508		11,301		193,566		261,375
Solution 2045		31,612		6,322		105,283		143,217

The Fund 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, 2007, the following indirect, wholly-owned subsidiaries of ING Groep owned more than 5% of the following Series:

ING Life Insurance and Annuity Company — Solution Growth and Income (99.01%); Solution Growth (99.01%); Solution Income (79.52%); Solution 2015 (84.07%); Solution 2025 (85.16%); Solution 2035 (86.03%); Solution 2045 (86.57%).

ING National Trust — Solution Income (18.06%); Solution 2015 (14.22%); Solution 2025 (13.98%); Solution 2035 (12.75%); Solution 2045 (13.07%).

NOTE 7 — EXPENSE LIMITATIONS

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 Growth and Income	0.62	%	0.12	%	0.37	%	N/A
Solution Growth	0.62	%	0.12	%	0.37	%	N/A
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.

The Investment Adviser may at a later date recoup from a Portfolio management fees waived and other

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007 (CONTINUED)

NOTE 7 — EXPENSE LIMITATIONS (continued)

expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Portfolio’s expense ratio does not exceed the percentage described above. Waived and reimbursed fees and any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Statements of Operations for each Portfolio.

As of December 31, 2007, the Portfolios did not have any waived 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 8 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:


	Class ADV		Class I		Class S
	July 2, 2007⁽¹⁾ to December 31, 2007		July 2, 2007⁽¹⁾ to December 31, 2007		July 2, 2007⁽¹⁾ to December 31, 2007
Solution Growth and Income (Number of Shares)
Shares sold		101		101		101

Net increase in shares outstanding		101		101		101

Solution Growth and Income ($)
Shares sold	$	1,010	$	1,010	$	1,010

Net increase	$	1,010	$	1,010	$	1,010


	Class ADV		Class I		Class S
	July 2, 2007⁽¹⁾ to December 31, 2007		July 2, 2007⁽¹⁾ to December 31, 2007		July 2, 2007⁽¹⁾ to December 31, 2007
Solution Growth (Number of Shares)
Shares sold		101		101		101

Net increase in shares outstanding		101		101		101

Solution Growth ($)
Shares sold	$	1,010	$	1,010	$	1,010

Net increase	$	1,010	$	1,010	$	1,010


	Class ADV						Class I
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution Income (Number of Shares)
Shares sold		7,237,328			1,907,885			1,652,599			556,689
Dividends reinvested		38,021			545			6,774			81
Shares redeemed		(997,394	)		(77,675	)		(385,358	)		(283,927	)

Net increase in shares outstanding		6,277,955			1,830,755			1,274,015			272,843

Solution Income ($)
Shares sold	$	82,362,845		$	20,740,763		$	18,979,355		$	5,946,250
Dividends reinvested		426,601			5,716			76,953			855
Shares redeemed		(11,282,023	)		(856,402	)		(4,437,475	)		(2,997,928	)

Net increase	$	71,507,423		$	19,890,077		$	14,618,833		$	2,949,177

⁽¹⁾

Commencement of operations.

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007 (CONTINUED)

NOTE 8 — CAPITAL SHARES (continued)


	Class S						Class T
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution Income (Number of Shares)
Shares sold		3,667,575			5,027,469			89,716			749,746
Dividends reinvested		45,755			606			167			407
Shares redeemed		(991,697	)		(169,911	)		(151,644	)		(556,567	)

Net increase (decrease) in shares outstanding		2,721,633			4,858,164			(61,761	)		193,586

Solution Income ($)
Shares sold	$	41,982,136		$	53,762,702		$	1,013,401		$	7,932,664
Dividends reinvested		517,030			6,372			1,873			4,257
Shares redeemed		(11,422,695	)		(1,813,910	)		(1,723,718	)		(6,129,978	)

Net increase (decrease)	$	31,076,471		$	51,955,164		$	(708,444	)	$	1,806,943


	Class ADV						Class I
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution 2015 (Number of Shares)
Shares sold		14,429,321			6,105,141			2,938,413			1,541,635
Dividends reinvested		99,989			2,279			18,113			816
Shares redeemed		(1,250,862	)		(126,726	)		(794,396	)		(338,766	)

Net increase in shares outstanding		13,278,448			5,980,694			2,162,130			1,203,685

Solution 2015 ($)
Shares sold	$	176,412,557		$	69,935,176		$	36,140,606		$	17,405,454
Dividends reinvested		1,201,868			24,935			220,432			9,002
Shares redeemed		(15,207,346	)		(1,480,275	)		(9,783,725	)		(3,787,325	)

Net increase	$	162,407,079		$	68,479,836		$	26,577,313		$	13,627,131


	Class S						Class T
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution 2015 (Number of Shares)
Shares sold		9,824,043			16,004,205			191,986			2,061,655
Dividends reinvested		146,032			3,751			638			1,271
Shares redeemed		(1,704,508	)		(326,494	)		(243,672	)		(1,732,735	)

Net increase (decrease) in shares outstanding		8,265,567			15,681,462			(51,048	)		330,191

Solution 2015 ($)
Shares sold	$	120,665,807		$	179,620,021		$	2,336,814		$	22,957,910
Dividends reinvested		1,766,988			41,225			7,683			13,895
Shares redeemed		(20,959,510	)		(3,706,649	)		(2,946,572	)		(20,389,062	)

Net increase (decrease)	$	101,473,285		$	175,954,597		$	(602,075	)	$	2,582,743

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007 (CONTINUED)

NOTE 8 — CAPITAL SHARES (continued)


	Class ADV						Class I
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution 2025 (Number of Shares)
Shares sold		19,838,440			8,235,636			3,738,402			1,754,814
Dividends reinvested		147,855			4,539			22,144			1,059
Shares redeemed		(946,702	)		(171,857	)		(587,751	)		(345,323	)

Net increase in shares outstanding		19,039,593			8,068,318			3,172,795			1,410,550

Solution 2025 ($)
Shares sold	$	252,696,867		$	97,202,839		$	47,618,442		$	20,311,966
Dividends reinvested		1,849,665			50,751			280,562			11,941
Shares redeemed		(11,865,610	)		(2,061,444	)		(7,598,424	)		(4,009,731	)

Net increase	$	242,680,922		$	95,192,146		$	40,300,580		$	16,314,176


	Class S						Class T
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution 2025 (Number of Shares)
Shares sold		13,305,242			21,609,670			242,058			2,444,861
Dividends reinvested		216,420			11,111			2,508			2,576
Shares redeemed		(1,529,397	)		(174,510	)		(404,703	)		(1,753,211	)

Net increase (decrease) in shares outstanding		11,992,265			21,446,271			(160,137	)		694,226

Solution 2025 ($)
Shares sold	$	170,138,444		$	248,578,051		$	3,064,714		$	27,811,377
Dividends reinvested		2,726,889			124,773			31,400			28,749
Shares redeemed		(19,564,309	)		(2,033,538	)		(5,123,159	)		(21,280,900	)

Net increase (decrease)	$	153,301,024		$	246,669,286		$	(2,027,045	)	$	6,559,226


	Class ADV						Class I
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution 2035 (Number of Shares)
Shares sold		15,692,755			5,836,546			2,408,122			1,598,144
Dividends reinvested		107,790			1,954			16,629			828
Shares redeemed		(462,668	)		(60,452	)		(420,452	)		(296,587	)

Net increase in shares outstanding		15,337,877			5,778,048			2,004,299			1,302,385

Solution 2035 ($)
Shares sold	$	206,813,701		$	70,492,067		$	31,958,692		$	18,948,312
Dividends reinvested		1,393,730			22,234			217,669			9,491
Shares redeemed		(6,028,697	)		(756,495	)		(5,614,492	)		(3,509,479	)

Net increase	$	202,178,734		$	69,757,806		$	26,561,869		$	15,448,324

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007 (CONTINUED)

NOTE 8 — CAPITAL SHARES (continued)


	Class S						Class T
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution 2035 (Number of Shares)
Shares sold		9,849,051			17,302,033			286,776			1,964,584
Dividends reinvested		164,518			2,842			2,229			1,148
Shares redeemed		(1,400,827	)		(215,632	)		(299,614	)		(1,330,655	)

Net increase (decrease) in shares outstanding		8,612,742			17,089,243			(10,609	)		635,077

Solution 2035 ($)
Shares sold	$	130,046,033		$	202,986,613		$	3,759,648		$	22,782,682
Dividends reinvested		2,142,026			32,454			28,825			13,027
Shares redeemed		(18,697,541	)		(2,529,800	)		(3,936,905	)		(16,628,037	)

Net increase (decrease)	$	113,490,518		$	200,489,267		$	(148,432	)	$	6,167,672


	Class ADV						Class I
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution 2045 (Number of Shares)
Shares sold		8,364,192			2,819,182			1,535,768			1,075,065
Dividends reinvested		36,073			727			7,785			549
Shares redeemed		(338,761	)		(25,954	)		(288,482	)		(280,285	)

Net increase in shares outstanding		8,061,504			2,793,955			1,255,071			795,329

Solution 2045 ($)
Shares sold	$	113,782,181		$	35,057,716		$	21,114,561		$	12,980,615
Dividends reinvested		482,652			8,459			105,325			6,425
Shares redeemed		(4,627,426	)		(320,552	)		(4,002,764	)		(3,369,963	)

Net increase	$	109,637,407		$	34,745,623		$	17,217,122		$	9,617,077


	Class S						Class T
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Solution 2045 (Number of Shares)
Shares sold		6,251,430			8,983,495			131,307			878,375
Dividends reinvested		60,025			937			692			308
Shares redeemed		(559,627	)		(277,134	)		(139,533	)		(644,531	)

Net increase (decrease) in shares outstanding		5,751,828			8,707,298			(7,534	)		234,152

Solution 2045 ($)
Shares sold	$	85,467,661		$	108,029,718		$	1,766,701		$	10,504,095
Dividends reinvested		807,339			10,930			9,245			3,575
Shares redeemed		(7,686,957	)		(3,449,562	)		(1,880,467	)		(8,282,600	)

Net increase (decrease)	$	78,588,043		$	104,591,086		$	(104,521	)	$	2,225,070

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007 (CONTINUED)

NOTE 9 — FEDERAL INCOME TAXES

The following permanent tax differences have been reclassified as of December 31, 2007:


	Paid-in Capital			Undistributed Net Investment Income		Accumulated Net Realized Gains/(Losses) On Investments
Solution Growth and Income	$	(3	)	$	5	$	(2	)
Solution Growth		(3	)		5		(2	)
Solution Income		—			97,524		(97,524	)
Solution 2015		—			1,684,647		(1,684,647	)
Solution 2025		—			3,633,235		(3,633,235	)
Solution 2035		—			3,993,505		(3,993,505	)
Solution 2045		—			2,733,956		(2,733,956	)

The tax composition of dividends and distributions to shareholders was as follows:


	Year Ended December 31, 2007				Year Ended December 31, 2006
	Ordinary Income		Long-Term Capital Gains		Ordinary Income		Long-Term Capital Gains
Solution Income	$	984,130	$	38,327	$	16,646	$	554
Solution 2015		2,966,927		230,044		82,410		6,647
Solution 2025		4,115,530		772,986		192,065		24,149
Solution 2035		3,317,791		464,459		67,553		9,653
Solution 2045		1,174,833		229,728		26,605		2,784

The tax-basis components of distributable earnings as of December 31, 2007 were:


	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Post-October Capital Loss Deferred			Unrealized Appreciation/ (Depreciation)
Solution Growth and Income	$	45	$	8	$	—		$	(44	)
Solution Growth		31		10			(1)		(87	)
Solution Income		5,960,842		1,514,256		—			865,003
Solution 2015		15,871,004		7,976,453		—			4,102,394
Solution 2025		20,430,739		16,190,995		—			7,235,915
Solution 2035		18,152,248		12,933,065		—			8,910,790
Solution 2045		9,022,184		7,643,551		—			5,574,857

The Portfolios’ major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2003.

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. It was disclosed in the Portfolio’s Annual Report for the year ended December 31, 2006, that an affiliate of a Portfolio’s investment adviser may have failed to limit the availability of Solution 2025 and Solution 2035 for investment to “eligible investors” under the Code. Management has determined that it is more likely than not the Portfolios would sustain their tax positions relative to this matter.

NOTE 10 — 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 was 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 SEC indicated that they would not object if a fund

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007 (CONTINUED)

NOTE 10 — OTHER ACCOUNTING PRONOUNCEMENTS (continued)

implemented 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. 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 analyzed the tax positions of the Portfolios. Upon adoption of FIN 48, we identified no uncertain tax positions that have not met the more likely-than-not standard.

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 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, 2007, management of the Portfolios is currently assessing the impact in addition to expanded financial statement disclosures, if any, that will result from adopting SFAS No. 157.

NOTE 11 — CONCENTRATION OF INVESTMENT RISK

Foreign Securities: Investments in foreign securities may entail risks not present in domestic investments. Since securities in which the Underlying Fund may invest are denominated in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Underlying Funds. Foreign investments may also subject the Underlying

Funds to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, as well as changes vis-à-vis the U.S. dollar from movements in currency, and changes in security value and interest rate, all of which could affect the market and/or credit risk of the Underlying Funds’ investments.

NOTE 12 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS

As discussed in earlier supplements that were previously filed with the SEC, DSL, the adviser to the ING Funds, has 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 N.V., 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 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.

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

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2007 (CONTINUED)

NOTE 12 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)

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.

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 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.

Other Regulatory Matters

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 concerning their administration of the New Hampshire state employees deferred compensation plan.

Other federal and state regulators could initiate similar actions in this or other areas of ING’s businesses. These regulatory initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which ING is engaged. In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate. At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.

ING SOLUTION PORTFOLIOS

PORTFOLIO ASSET ALLOCATION

ASOF DECEMBER 31, 2007

The following table illustrates the asset allocation of the underlying portfolios as of December 31, 2007 (as a percent of net assets).


Underlying Affiliated Funds		ING Solution Growth and Income Portfolio	ING Solution Growth Portfolio	ING Solution Income Portfolio		ING Solution 2015 Portfolio		ING Solution 2025 Portfolio		ING Solution 2035 Portfolio		ING Solution 2045 Portfolio
ING American Century Large Company Value Portfolio — Class I	%	2.0	3.0	2.0		2.0		4.0		4.0		4.5
ING Baron Asset Portfolio — Class I	%	—	—	—		—		1.0		1.0		1.5
ING Baron Small Cap Growth Portfolio — Class I	%	—	—	—		—		1.0		2.0		2.0
ING BlackRock Inflation Protected Bond Portfolio — Class I	%	3.1	—	5.0		5.1		—		—		—
ING BlackRock Large Cap Value Portfolio — Class I	%	2.0	3.0	—		2.0		3.0		4.0		4.0
ING Columbia Small Cap Value II Portfolio — Class I	%	—	—	—		—		—		—		1.9
ING Davis New York Venture Portfolio — Class I	%	2.5	3.5	1.5		2.5		3.0		3.0		3.0
ING Global Real Estate Portfolio — Class I	%	—	2.0	—		2.0		2.0		2.0		2.0
ING JPMorgan Emerging Markets Equity Portfolio — Class I	%	—	1.0	—		—		2.0		4.0		5.0
ING JPMorgan Mid Cap Value Portfolio — Class I	%	—	—	—		—		1.0		1.0		1.5
ING Julius Baer Foreign Portfolio — Class I	%	5.0	7.1	—		4.0		7.1		7.1		10.1
ING Legg Mason Partners Aggressive Growth Portfolio — Class I	%	2.4	2.9	—		2.4		3.9		4.4		5.0
ING Legg Mason Value Portfolio — Class I	%	2.4	3.4	1.5		2.4		3.0		3.0		3.0
ING Limited Maturity Bond Portfolio — Class I	%	12.1	7.1	16.0		7.1		7.1		—		—
ING Marsico Growth Portfolio — Class I	%	2.5	3.0	—		2.4		4.0		4.4		5.0
ING Marsico International Opportunities Portfolio — Class I	%	—	—	—		2.0		3.0		4.0		5.0
ING Oppenheimer Strategic Income Portfolio — Class I	%	—	—	5.0		7.1		—		—		—
ING PIMCO Total Return Portfolio — Class I	%	10.2	3.0	19.2		6.1		—		—		—
ING T. Rowe Price Equity Income Portfolio — Class I	%	3.0	3.0	1.0		3.0		3.0		4.0		4.0
ING T. Rowe Price Growth Equity Portfolio — Class I	%	3.9	6.0	2.0		4.0		6.0		7.0		7.0
ING UBS U.S. Large Cap Equity Portfolio — Class I	%	3.9	5.9	3.9		4.9		3.9		3.9		3.0
ING UBS U.S. Small Cap Growth Portfolio — Class I	%	—	—	—		—		1.0		2.0		2.0
ING Van Kampen Comstock Portfolio — Class I	%	—	—	—		2.0		3.9		4.0		4.5
ING Van Kampen Growth and Income Portfolio	%	2.0	3.0	—		—		—		—		—
ING Van Kampen Real Estate Portfolio — Class I	%	3.9	4.9	3.9		3.9		2.9		1.9		1.9
ING VP Index Plus International Equity Portfolio — Class I	%	5.0	7.0	7.0		4.0		6.0		8.1		9.1
ING VP Index Plus Large-Cap Portfolio — Class I	%	3.9	5.9	3.9		4.9		3.9		3.0		3.0
ING VP Index Plus Mid-Cap Portfolio — Class I	%	1.0	2.0	—		2.0		2.0		3.0		3.9
ING VP Intermediate Bond Portfolio — Class I	%	25.3	20.4	25.2		20.3		18.4		15.3		5.1
ING VP Real Estate Portfolio — Class I	%	2.9	1.0	2.9		2.0		2.0		2.0		1.0
ING VP Small Company Portfolio — Class I	%	1.0	1.9	—		1.9		1.9		1.9		2.0
Other assets and liabilities — Net	%	—	—	(0.0	)*	(0.0	)*	(0.0	)*	(0.0	)*	(0.0	)*

	%	100.0	100.0	100.0		100.0		100.0		100.0		100.0

*	Amount is more than (0.05)%

Portfolio holdings are subject to change daily.

ING SOLUTION GROWTHAND INCOME PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2007


Shares			Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
	4	ING American Century Large Company Value Portfolio — Class I	$	60
	9	ING BlackRock Inflation Protected Bond Portfolio — Class I		93
	4	ING BlackRock Large Cap Value Portfolio — Class I		60
	4	ING Davis New York Venture Portfolio — Class I		75
	8	ING Julius Baer Foreign Portfolio — Class I		152
	7	ING Legg Mason Partners Aggressive Growth Portfolio — Class I		74
	2	ING Legg Mason Value Portfolio — Class I		74
	33	ING Limited Maturity Bond Portfolio — Class I		367
	4	ING Marsico Growth Portfolio — Class I		75
	26	ING PIMCO Total Return Portfolio — Class I		310
	6	ING T. Rowe Price Equity Income Portfolio — Class I		90
	2	ING T. Rowe Price Growth Equity Portfolio — Class I		120
	11	ING UBS U.S. Large Cap Equity Portfolio — Class I		119
	2	ING Van Kampen Growth and Income Portfolio — Class I		60
	4	ING Van Kampen Real Estate Portfolio — Class I		118
	11	ING VP Index Plus International Equity Portfolio — Class I		152
	7	ING VP Index Plus Large-Cap Portfolio — Class I		120
	2	ING VP Index Plus Mid-Cap Portfolio — Class I		30
	58	ING VP Intermediate Bond Portfolio — Class I		769
	6	ING VP Real Estate Portfolio — Class I		89
	2	ING VP Small Company Portfolio — Class I		30

Total Investments in Securities
(Cost $3,080)*

100.0

3,037

Other Assets and Liabilities - Net

—

Net Assets

100.0

3,037

*	Cost for federal income tax purposes is $3,081.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	47
Gross Unrealized Depreciation		(91	)

Net Unrealized Depreciation	$	(44	)

See Accompanying Notes to Financial Statements

ING SOLUTION GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2007


	Shares		Value

AFFILIATED INVESTMENT COMPANIES: 100.0%
	6	ING American Century Large Company Value Portfolio — Class I	$	89
	6	ING BlackRock Large Cap Value Portfolio — Class I		89
	5	ING Davis New York Venture Portfolio — Class I		104
	5	ING Global Real Estate Portfolio — Class I		59
	1	ING JPMorgan Emerging Markets Equity Portfolio — Class I		30
	11	ING Julius Baer Foreign Portfolio — Class I		211
	5	ING Legg Mason Partners Aggressive Growth Portfolio — Class I		88
	10	ING Legg Mason Value Portfolio — Class I		103
	19	ING Limited Maturity Bond Portfolio — Class I		211
	2	ING Marsico Growth Portfolio — Class I		88
	8	ING PIMCO Total Return Portfolio — Class I		91
	6	ING T. Rowe Price Equity Income Portfolio — Class I		89
	3	ING T. Rowe Price Growth Equity Portfolio — Class I		178
	17	ING UBS U.S. Large Cap Equity Portfolio — Class I		176
	3	ING Van Kampen Growth and Income Portfolio — Class I		89
	5	ING Van Kampen Real Estate Portfolio — Class I		145
	15	ING VP Index Plus International Equity Portfolio — Class I		210
	10	ING VP Index Plus Large-Cap Portfolio — Class I		177
	3	ING VP Index Plus Mid-Cap Portfolio — Class I		59
	46	ING VP Intermediate Bond Portfolio — Class I		607
	2	ING VP Real Estate Portfolio — Class I		29
	3	ING VP Small Company Portfolio — Class I		58


Total Investments in Securities (Cost $3,066)*	100.0	%	$	2,980
Other Assets and Liabilities - Net	—			—

Net Assets	100.0	%	$	2,980

*	Cost for federal income tax purposes is $3,067.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	31
Gross Unrealized Depreciation		(118	)


Net Unrealized Depreciation	$	(87	)

See Accompanying Notes to Financial Statements

ING SOLUTION INCOME PORTFOLIO

PORTFOLIO OF INVESTMENTS

AS OF DECEMBER 31, 2007


Shares		Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
275,391	ING American Century Large Company Value Portfolio — Class I	$	3,976,653
990,702	ING BlackRock Inflation Protected Bond Portfolio — Class I		10,204,230
144,998	ING Davis New York Venture Portfolio — Class I		2,986,954
281,337	ING Legg Mason Value Portfolio — Class I		2,965,287
2,926,858	ING Limited Maturity Bond Portfolio — Class I		32,458,861
907,185	ING Oppenheimer Strategic Income Portfolio — Class I		10,160,473
3,295,410	ING PIMCO Total Return Portfolio — Class I		38,852,883
130,486	ING T. Rowe Price Equity Income Portfolio — Class I		1,991,223
64,389	ING T. Rowe Price Growth Equity Portfolio — Class I		3,985,039
745,891	ING UBS U.S. Large Cap Equity Portfolio — Class I		7,913,908
274,711	ING Van Kampen Real Estate Portfolio — Class I		7,842,997
996,502	ING VP Index Plus International Equity Portfolio — Class I		14,120,432
437,476	ING VP Index Plus Large-Cap Portfolio — Class I		7,931,447
3,854,924	ING VP Intermediate Bond Portfolio — Class I		51,000,648
386,470	ING VP Real Estate Portfolio — Class I		5,905,265


Total Investments in Securities (Cost $201,024,089)*	100.0	%	$	202,296,300
Other Assets and Liabilities - Net	(0.0	)		(72,813	)

Net Assets	100.0	%	$	202,223,487

*	Cost for federal income tax purposes is $201,431,297.


Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	3,629,813
Gross Unrealized Depreciation		(2,764,810	)

Net Unrealized Appreciation	$	865,003

See Accompanying Notes to Financial Statements

ING SOLUTION 2015 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2007


Shares		Value

AFFILIATED INVESTMENT COMPANIES: 100.0%
800,251	ING American Century Large Company Value Portfolio — Class I	$	11,555,631
2,881,948	ING BlackRock Inflation Protected Bond Portfolio — Class I		29,684,068
820,364	ING BlackRock Large Cap Value Portfolio — Class I		11,550,723
702,281	ING Davis New York Venture Portfolio — Class I		14,466,989
961,118	ING Global Real Estate Portfolio — Class I		11,610,311
1,272,689	ING Julius Baer Foreign Portfolio — Class I		23,519,300
297,139	ING Legg Mason Partners Aggressive Growth Portfolio — Class I		14,354,791
1,362,231	ING Legg Mason Value Portfolio — Class I		14,357,913
3,724,120	ING Limited Maturity Bond Portfolio — Class I		41,300,495
752,289	ING Marsico Growth Portfolio — Class I		14,398,803
683,368	ING Marsico International Opportunities Portfolio — Class I		11,692,435
3,693,989	ING Oppenheimer Strategic Income Portfolio — Class I		41,372,679
3,027,512	ING PIMCO Total Return Portfolio — Class I		35,694,370
1,137,601	ING T. Rowe Price Equity Income Portfolio — Class I		17,359,791
374,244	ING T. Rowe Price Growth Equity Portfolio — Class I		23,161,968
2,711,061	ING UBS U.S. Large Cap Equity Portfolio — Class I		28,764,358
917,795	ING Van Kampen Comstock Portfolio — Class I		11,518,328
795,951	ING Van Kampen Real Estate Portfolio — Class I		22,724,405
1,655,679	ING VP Index Plus International Equity Portfolio — Class I		23,460,977
1,590,231	ING VP Index Plus Large-Cap Portfolio — Class I		28,830,883
625,552	ING VP Index Plus Mid-Cap Portfolio — Class I		11,466,364
8,971,075	ING VP Intermediate Bond Portfolio — Class I		118,687,321
749,344	ING VP Real Estate Portfolio — Class I		11,449,973
582,462	ING VP Small Company Portfolio — Class I		11,392,962


Total Investments in Securities (Cost $579,756,662)*	100.0	%	$	584,375,838
Other Assets and Liabilities - Net	(0.0	)		(220,381	)

Net Assets	100.0	%	$	584,155,457

*	Cost for federal income tax purposes is $580,273,444.


Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	13,894,097
Gross Unrealized Depreciation		(9,791,703	)

Net Unrealized Appreciation	$	4,102,394

See Accompanying Notes to Financial Statements

ING SOLUTION 2025 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2007


Shares		Value

AFFILIATED INVESTMENT COMPANIES: 100.0%
2,365,931	ING American Century Large Company Value Portfolio — Class I	$	34,164,042
699,693	ING Baron Asset Portfolio — Class I		8,515,258
428,393	ING Baron Small Cap Growth Portfolio — Class I		8,452,186
1,819,045	ING BlackRock Large Cap Value Portfolio — Class I		25,612,151
1,245,767	ING Davis New York Venture Portfolio — Class I		25,662,795
1,420,661	ING Global Real Estate Portfolio — Class I		17,161,580
637,233	ING JPMorgan Emerging Markets Equity Portfolio — Class I		17,103,345
540,664	ING JPMorgan Mid Cap Value Portfolio — Class I		8,526,269
3,292,225	ING Julius Baer Foreign Portfolio — Class I		60,840,310
702,798	ING Legg Mason Partners Aggressive Growth Portfolio — Class I		33,952,163
2,416,479	ING Legg Mason Value Portfolio — Class I		25,469,690
5,504,908	ING Limited Maturity Bond Portfolio — Class I		61,049,435
1,779,314	ING Marsico Growth Portfolio — Class I		34,056,078
1,515,236	ING Marsico International Opportunities Portfolio — Class I		25,925,690
1,681,644	ING T. Rowe Price Equity Income Portfolio — Class I		25,661,889
829,831	ING T. Rowe Price Growth Equity Portfolio — Class I		51,358,214
3,206,832	ING UBS U.S. Large Cap Equity Portfolio — Class I		34,024,483
877,478	ING UBS U.S. Small Cap Growth Portfolio — Class I		8,432,565
2,713,465	ING Van Kampen Comstock Portfolio — Class I		34,053,982
881,795	ING Van Kampen Real Estate Portfolio — Class I		25,175,261
3,671,122	ING VP Index Plus International Equity Portfolio — Class I		52,019,799
1,881,025	ING VP Index Plus Large-Cap Portfolio — Class I		34,102,980
924,732	ING VP Index Plus Mid-Cap Portfolio — Class I		16,950,329
11,934,614	ING VP Intermediate Bond Portfolio — Class I		157,894,948
1,108,323	ING VP Real Estate Portfolio — Class I		16,935,177
861,047	ING VP Small Company Portfolio — Class I		16,842,078


Total Investments in Securities (Cost $851,755,275)*	100.0	%	$	859,942,697
Other Assets and Liabilities - Net	(0.0	)		(326,413	)

Net Assets	100.0	%	$	859,616,284

*	Cost for federal income tax purposes is $852,706,782.


Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	22,554,482
Gross Unrealized Depreciation		(15,318,567	)

Net Unrealized Appreciation	$	7,235,915

See Accompanying Notes to Financial Statements

ING SOLUTION 2035 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2007


Shares		Value

AFFILIATED INVESTMENT COMPANIES: 100.0%
1,873,616	ING American Century Large Company Value Portfolio — Class I	$	27,055,015
554,099	ING Baron Asset Portfolio — Class I		6,743,386
678,510	ING Baron Small Cap Growth Portfolio — Class I		13,387,012
1,920,706	ING BlackRock Large Cap Value Portfolio — Class I		27,043,547
986,539	ING Davis New York Venture Portfolio — Class I		20,322,712
1,125,360	ING Global Real Estate Portfolio — Class I		13,594,344
1,009,553	ING JPMorgan Emerging Markets Equity Portfolio — Class I		27,096,412
428,161	ING JPMorgan Mid Cap Value Portfolio — Class I		6,752,094
2,607,103	ING Julius Baer Foreign Portfolio — Class I		48,179,268
626,130	ING Legg Mason Partners Aggressive Growth Portfolio — Class I		30,248,362
1,913,659	ING Legg Mason Value Portfolio — Class I		20,169,967
1,585,206	ING Marsico Growth Portfolio — Class I		30,340,835
1,599,894	ING Marsico International Opportunities Portfolio — Class I		27,374,185
1,775,622	ING T. Rowe Price Equity Income Portfolio — Class I		27,095,988
766,679	ING T. Rowe Price Growth Equity Portfolio — Class I		47,449,788
2,538,823	ING UBS U.S. Large Cap Equity Portfolio — Class I		26,936,915
1,389,802	ING UBS U.S. Small Cap Growth Portfolio — Class I		13,355,998
2,148,841	ING Van Kampen Comstock Portfolio — Class I		26,967,957
465,690	ING Van Kampen Real Estate Portfolio — Class I		13,295,437
3,876,216	ING VP Index Plus International Equity Portfolio — Class I		54,925,980
1,117,099	ING VP Index Plus Large-Cap Portfolio — Class I		20,252,997
1,098,474	ING VP Index Plus Mid-Cap Portfolio — Class I		20,135,028
7,875,728	ING VP Intermediate Bond Portfolio — Class I		104,195,882
876,959	ING VP Real Estate Portfolio — Class I		13,399,938
681,889	ING VP Small Company Portfolio — Class I		13,337,740


Total Investments in Securities (Cost $670,248,036)*	100.0	%	$	679,656,787
Other Assets and Liabilities - Net	(0.0	)		(261,376	)

Net Assets	100.0	%	$	679,395,411

*	Cost for federal income tax purposes is $670,745,997.


Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	21,367,965
Gross Unrealized Depreciation		(12,457,175	)

Net Unrealized Appreciation	$	8,910,790

See Accompanying Notes to Financial Statements

ING SOLUTION 2045 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2007


Shares		Value

AFFILIATED INVESTMENT COMPANIES: 100.0%
1,181,604	ING American Century Large Company Value Portfolio — Class I	$	17,062,366
465,929	ING Baron Asset Portfolio — Class I		5,670,357
380,365	ING Baron Small Cap Growth Portfolio — Class I		7,504,600
1,076,711	ING BlackRock Large Cap Value Portfolio — Class I		15,160,088
712,601	ING Columbia Small Cap Value II Portfolio — Class I		7,468,061
553,037	ING Davis New York Venture Portfolio — Class I		11,392,559
630,574	ING Global Real Estate Portfolio — Class I		7,617,328
707,229	ING JPMorgan Emerging Markets Equity Portfolio — Class I		18,982,035
360,029	ING JPMorgan Mid Cap Value Portfolio — Class I		5,677,662
2,087,811	ING Julius Baer Foreign Portfolio — Class I		38,582,740
389,997	ING Legg Mason Partners Aggressive Growth Portfolio — Class I		18,840,751
1,072,767	ING Legg Mason Value Portfolio — Class I		11,306,963
987,376	ING Marsico Growth Portfolio — Class I		18,898,372
1,121,073	ING Marsico International Opportunities Portfolio — Class I		19,181,564
995,379	ING T. Rowe Price Equity Income Portfolio — Class I		15,189,491
429,785	ING T. Rowe Price Growth Equity Portfolio — Class I		26,599,376
1,068,268	ING UBS U.S. Large Cap Equity Portfolio — Class I		11,334,322
779,106	ING UBS U.S. Small Cap Growth Portfolio — Class I		7,487,211
1,355,179	ING Van Kampen Comstock Portfolio — Class I		17,007,494
260,585	ING Van Kampen Real Estate Portfolio — Class I		7,439,699
2,444,515	ING VP Index Plus International Equity Portfolio — Class I		34,638,777
626,607	ING VP Index Plus Large-Cap Portfolio — Class I		11,360,390
821,049	ING VP Index Plus Mid-Cap Portfolio — Class I		15,049,831
1,471,632	ING VP Intermediate Bond Portfolio — Class I		19,469,696
246,603	ING VP Real Estate Portfolio — Class I		3,768,100
382,259	ING VP Small Company Portfolio — Class I		7,476,995


Total Investments in Securities (Cost $374,207,444)*	100.0	%	$	380,166,828
Other Assets and Liabilities - Net	(0.0	)		(143,217	)

Net Assets	100.0	%	$	380,023,611

*	Cost for federal income tax purposes is $374,591,971.


Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	12,723,554
Gross Unrealized Depreciation		(7,148,697	)

Net Unrealized Appreciation	$	5,574,857

See Accompanying Notes to Financial Statements

SHAREHOLDER MEETING INFORMATION (UNAUDITED)

A special meeting of shareholders of ING Partners, Inc. was held October 25, 2007, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

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

Matters:

To approve the election of eleven nominees to the Board of Directors of the Portfolios.

Results:


	Proposal*	Shares voted for	Shares voted against or withheld	Total shares voted

Colleen D. Baldwin	1	483,022,915	8,616,966	491,639,881

John V. Boyer	1	482,570,195	9,069,686	491,639,881

Patricia W. Chadwick	1	482,229,198	9,410,683	491,639,881

Robert W. Crispin	1	482,001,918	9,637,963	491,639,881

Peter S. Drotch	1	482,473,676	9,166,205	491,639,881

J. Michael Earley	1	482,066,524	9,573,357	491,639,881

Patrick W. Kenny	1	482,349,381	9,290,500	491,639,881

Shaun P. Mathews	1	482,345,787	9,294,094	491,639,881

Sheryl K. Pressler	1	481,846,320	9,793,561	491,639,881

David W.C. Putnam	1	481,635,830	10,004,051	491,639,881

Roger B. Vincent	1	482,354,446	9,285,435	491,639,881

Proposal 1 passed at this meeting.


TAX INFORMATION (UNAUDITED)

Dividends paid during the year ended December 31, 2007 were as follows:


Portfolio Name	Type	Per Share Amount
ING Solution Income Portfolio
Class ADV	NII	$	0.0721
Class I	NII	$	0.0757
Class S	NII	$	0.0694
Class T	NII	$	—
All Classes	STCG	$	0.0071
All Classes	LTCG	$	0.0030
ING Solution 2015 Portfolio
Class ADV	NII	$	0.0676
Class I	NII	$	0.0732
Class S	NII	$	0.0660
Class T	NII	$	—
All Classes	STCG	$	0.0136
All Classes	LTCG	$	0.0062
ING Solution 2025 Portfolio
Class ADV	NII	$	0.0534
Class I	NII	$	0.0588
Class S	NII	$	0.0509
Class T	NII	$	—
All Classes	STCG	$	0.0257
All Classes	LTCG	$	0.0145
ING Solution 2035 Portfolio
Class ADV	NII	$	0.0580
Class I	NII	$	0.0633
Class S	NII	$	0.0560
Class T	NII	$	—
All Classes	STCG	$	0.0247
All Classes	LTCG	$	0.0113
ING Solution 2045 Portfolio
Class ADV	NII	$	0.0330
Class I	NII	$	0.0381
Class S	NII	$	0.0316
Class T	NII	$	—
All Classes	STCG	$	0.0221
All Classes	LTCG	$	0.0106

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, 2007, the following percentages qualify for the dividends received deduction (DRD) available to corporate shareholders:


ING Solution Income Portfolio	0.85	%
ING Solution 2015 Portfolio	2.59	%
ING Solution 2025 Portfolio	4.37	%
ING Solution 2035 Portfolio	4.14	%
ING Solution 2045 Portfolio	5.82	%

See Accompanying Notes to Financial Statements

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 (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 Directors:

Colleen D. Baldwin 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 47	Director	November 2007 - Present	Consultant (January 2005 - Present). Formerly, Chief Operating Officer, Ivy Asset Management Group (April 2002 - October 2004). Chief Operating Officer, AIG Global Investment Group. (May 1995 - January 2002).	179	None

John V. Boyer 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 54	Director	November 1997 - Present	Consultant (July 2007 - Present). Formerly, President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - July 2007), and Executive Director, The Mark Twain House & Museum⁽²⁾ (September 1989 - November 2005).	179	None

Patricia W. Chadwick 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 59	Director	January 2006 - Present	Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present).	179	Wisconsin Energy (June 2006 - Present).

Peter S. Drotch 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 66	Director	November 2007 - Present	Retired partner. PricewaterhouseCoopers.	179	First Marblehead Corporation,(October 2003 - Present); BlackRock Funds/State Street Research Funds, Trustee (February 2004 - January 2007); Tufts Health Plan, Director (June 2006 - Present); and University of Connecticut, Trustee (November 2004 - Present)

J. Michael Earley 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 62	Director	January 2005 - Present	President, Chief Executive Officer and Director, Bankers Trust Company, N.A., Des Moines (June 1992 - Present).	179	Midamerica Financial Corporation (December 2002 - Present).

Patrick W. Kenny 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 65	Director	March 2002 - Present	President and Chief Executive Officer, International Insurance Society (June 2001 - Present).	179	Assured Guaranty Ltd. (April 2004 - Present); and Odyssey Reinsurance Holdings (November 2006 - Present).

Sheryl K. Pressler 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 57	Director	January 2006 - Present	Consultant (May 2001 - Present).	179	Stillwater Mining Company (May 2002 - Present); California HealthCare Foundation (June 1999 - Present); and Romanian-American Enterprise Fund (February 2004 - Present).

David W. C. Putnam 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 68	Director	January 2005 - Present	Chair, Board of Directors and President, F. L. Putnam Securities Company, Inc. (June 1978 - Present).	179	Principled Equity Market Trust (December 1996 - Present); and Asian American Bank and Trust Company (June 1993 - Present).

Roger B. Vincent 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 62	Chairman/ Director	January 2005 - Present	President, Springwell Corporation (March 1989 - Present).	179	UGI Corporation (February 2006 - Present); and UGI Utilities, Inc. (February 2006 - Present).

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
Directors who are “Interested Persons:”

Robert W. Crispin⁽³⁾ 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61	Director	November 2007 - Present	Retired Chairman and Chief Investment Officer, ING Investment Management Co. 12/31/2007	179	ING Life Insurance and Annuity Company (May 2006- Present); ING USA Annuity and Life Insurance Company (May 2006 - Present); Midwestern United Life Insurance Company (May 2006 - Present); ReliaStar Life Insurance Company (May 2006 - Present); Security Life of Denver Insurance Company (May 2006 - Present); Belair Insurance Company Inc. (August 2005 - Present); The Nordic Insurance Company of Canada (February 2005 - Present); Trafalgar Insurance Company of Canada (February 2005 - Present); ING Novex Insurance Company of Canada (February 2005 - Present); Allianz Insurance Company of Canada (February 2005 - Present); ING Canada Inc. (December 2004 - Present);ING Bank, fsb (June 2001 - Present); ING Investment Management, Inc (June 2001 - December 2007); ING Insurance Company of Canada (June 2001 - Present); Sul America S.A. (June 2001 - Present); and ING Foundation (March 2004 - Present)

Shaun P. Mathews⁽³⁾ 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 52	Director	November 2007 - Present	President and Chief Executive Officer, ING Investments, LLC (December 2006 - Present), and Head of ING USFS Mutual Funds and Investment Products (October 2004 - Present). Formerly, CMO, ING USFS (April 2002 - October 2004), and Head of Rollover/Payout (October 2001 - December 2003).	179	Mark Twain House & Museum (September 2002 - Present); Connecticut Forum (May 2002 - Present); Capital Community College Foundation (February 2002 - Present); ING Services Holding Company, Inc. (May 2000 - Present); Southland Life Insurance Company (June 2002 - Present); and ING Capital Corporation, LLC, ING Funds Distributor, LLC⁽⁴⁾, ING Funds Services, LLC⁽⁵⁾, ING Investments, LLC⁽⁶⁾ and ING Pilgrim Funding, Inc. (March 2006 - Present).

⁽¹⁾

Directors serve until their successors are duly elected and qualified, subject to the Board’s retirement policy which states that each duly elected or appointed Trustee who is not an “interested person” of the Fund, as defined in the 1940 Act (“Independent Trustees”), shall retire from service as a Director at the conclusion of the first regularly scheduled meeting of the Board that is held after the Director reaches the age of 70. A unanimous vote of the Board may extend the retirement date of a Trustee for up to one year. An extension may be permitted if the retirement would trigger a requirement to hold a meeting of shareholders of the Fund under applicable law, whether for purposes of appointing a successor to the Trustee or if otherwise necessary under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer needed.

⁽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 N.V. makes non-material, charitable contributions to The Mark Twain House & Museum.

⁽³⁾

Messrs. Mathews and Crispin are deemed to be “interested persons” of the Fund as defined in the 1940 Act because of their relationship with ING Groep, the parent corporation of the Adviser, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.

⁽⁴⁾

ING Funds Distributor, LLC is the sucessor in interest to ING Funds Distributor, Inc., which was previously known as ING Pilgrim Securities, Inc., and before that was known as Pilgrim Securities, Inc., and before that was known as Pilgrim America Securities, Inc.

⁽⁵⁾

ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.

⁽⁶⁾

ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the sucessor in interest to ING Pilgrim Group, Inc., which was previously known as Pilgrim Group, Inc. and before that was known as Pilgrim America Group, Inc.

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⁽⁵⁾ 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 52	President and Chief Executive Officer	November 2006 - Present	President and Chief Executive Officer, ING Investments, LLC⁽²⁾ and ING Funds Services, LLC⁽³⁾ (December 2006 - Present); and Head of ING USFS Mutual Funds and Investment Products (October 2004 - Present). Formerly, CMO, ING USFS (April 2002 - October 2004); and Head of Rollover/Payout (October 2001 - December 2003).

Michael J. Roland 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 49	Executive Vice President	January 2005 - Present	Head of Mutual Fund Platform (February 2007 - Present); and Executive Vice President, ING Investments, LLC⁽²⁾and ING Funds Services, LLC⁽³⁾ (December 2001 - Present). Formerly, Head of Product Management (January 2005 - January 2007); Chief Compliance Officer, ING Investments, LLC⁽²⁾and Directed Services, LLC⁽⁶⁾(October 2004 - December 2005); and Chief Financial Officer and Treasurer, ING Investments, LLC⁽²⁾ (December 2001 - March 2005).

Stanley D. Vyner 230 Park Avenue New York, New York 10169 Age: 57	Executive Vice President	January 2005 - Present	Executive Vice President, ING Investments, LLC⁽²⁾ (July 2000 - Present); and Chief Investment Risk Officer, ING Investments, LLC⁽²⁾ (January 2003 - Present). Formerly, Chief Investment Officer of International Investments (August 2000 - January 2003).

Joseph M. O’Donnell 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53	Executive Vice President and Chief Compliance Officer	March 2006 - Present January 2005 - Present	Chief Compliance Officer of the ING Funds (November 2004 - Present), ING Investments, LLC⁽²⁾and Directed Services, LLC⁽⁶⁾ (March 2006 - Present); and Executive Vice President of the ING Funds (March 2006 - Present). Formerly, Chief Compliance Officer of ING Life Insurance and Annuity Company (March 2006 - December 2006); Vice President, Chief Legal Counsel, Chief Compliance Officer and Secretary of Atlas Securities, Inc., Atlas Advisers, Inc. and Atlas Funds (October 2001 - October 2004).

Todd Modic 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 40	Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary	March 2005 - Present	Senior Vice President, ING Funds Services, LLC⁽³⁾ (April 2005 - Present). Formerly, Vice President, ING Funds Services, LLC⁽³⁾ (September 2002 - March 2005); and Director of Financial Reporting, ING Investments, LLC⁽²⁾(March 2001 - September 2002).

Kimberly A. Anderson 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43	Senior Vice President	January 2005 - Present	Senior Vice President, ING Investments, LLC⁽²⁾ (October 2003 - Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC⁽²⁾ (January 2001 - October 2003).

Ernest J. C’DeBaca 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 38	Senior Vice President	May 2006 - Present	Senior Vice President, ING Investments, LLC⁽²⁾ (December 2006 - Present); and ING Funds Services, LLC⁽³⁾ (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 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 37	Senior Vice President	May 2006 - Present	Senior Vice President, Head of Division Operations, ING Funds (May 2006 - Present); and Vice President, Head of Division Operations, ING Funds Services, LLC⁽³⁾ (March 2006 - Present). Formerly, Vice President of Administration, ING Funds Services, LLC⁽³⁾ (October 2001 - March 2006).

Robyn L. Ichilov 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 40	Vice President and Treasurer	January 2005 - Present	Vice President and Treasurer, ING Funds Services, LLC⁽³⁾ (October 2001 - Present) and ING Investments, LLC⁽²⁾ (August 1997 - Present).

Lauren D. Bensinger 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 54	Vice President	January 2005 - Present	Vice President and Chief Compliance Officer, ING Funds Distributor, LLC⁽⁴⁾ (July 1995 - Present); and Vice President, ING Investments, LLC⁽²⁾ (February 1996 - Present); and Director of Compliance, ING Investments, LLC⁽²⁾ (October 2004 - Present). Formerly, Chief Compliance Officer, ING Investments, LLC⁽²⁾ (October 2001 - October 2004).

William Evans 10 State House Square Hartford, Connecticut 06103 Age: 35	Vice President	September 2007 - Present	Vice President, Head of Mutual Fund Advisory Group (April 2007 - Present), Vice President, U.S. Mutual Funds and Investment Products ( May 2005 - April 2007), Senior Fund Analyst, U.S. Mutual Funds and Investment Products (May 2002 - May 2005)

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

Maria M. Anderson 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 49	Vice President	January 2005 - Present	Vice President, ING Funds Services, LLC⁽³⁾ (September 2004 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC⁽³⁾ (October 2001 - September 2004); and Manager of Fund Accounting and Fund Compliance, ING Investments, LLC⁽²⁾(September 1999 - October 2001).

Denise Lewis 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 44	Vice President	January 2007 - Present	Vice President, ING Funds Services, LLC⁽³⁾ (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 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 50	Vice President	March 2006 - Present	Vice President, ING Funds Services, LLC⁽³⁾ (March 2006 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC⁽³⁾ (August 2004 - March 2006); Manager, Registration Statements, ING Funds Services, LLC⁽³⁾ (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 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 31	Assistant Vice President	January 2005 - Present	Assistant Vice President, ING Funds Services, LLC⁽³⁾ (December 2002 - Present); and has held various other positions with ING Funds Services, LLC⁽³⁾for more than the last five years.

Huey P. Falgout, Jr. 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 44	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 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 44	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 shall have been elected and qualified.

⁽²⁾

⁽³⁾

⁽⁴⁾

⁽⁵⁾

Mr. Mathews commenced services as CEO and President of the ING Funds on November 11, 2006.

⁽⁶⁾

Directed Services, LLC is the sucessor in interest to Directed Services, Inc.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

BOARD CONSIDERATION AND RE-APPROVAL OF INVESTMENT ADVISORY CONTRACTS

Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”) provides that, after an initial period, the Portfolios’ existing advisory contract will remain in effect only if the Board of Directors (the “Board”) of ING Partners, Inc. (the “Company”), including a majority of Board members who have no direct or indirect interest in the advisory contract, and who are not “interested persons” of the Company, as such term is defined under the 1940 Act (the “Independent Directors”), annually review and approve the contract. Thus, at a meeting held on November 30, 2007, the Board, including a majority of the Independent Directors, considered whether to renew the Investment Advisory Agreement (the “Advisory Contract”) between Directed Services, LLC (the “Adviser”) and the Company, on behalf of the Portfolios.

At its November 30, 2007 meeting, the Board voted to renew the Portfolios’ Advisory Contract. In reaching this decision, the Board took into account information furnished to it throughout the year at regular meetings of the Board and the Board’s committees, as well as information prepared specifically in connection with the annual renewal process. Determinations by the Independent Directors also took into account various factors that they 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 specific factors that the Board considered at its renewal meeting. While the Board gave its attention to the information furnished, at its request, that was most relevant to its considerations, 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, 2008. Each Board member may have accorded different weight to the various factors in reaching his or her conclusions with respect to each Portfolio’s advisory arrangements.

Overview of the Contract Renewal and Approval Process

Several years ago, the Independent Directors instituted a revised process by which they seek and consider relevant information when they decide whether to approve new or existing advisory arrangements for the investment companies in the ING Funds complex under their jurisdiction, including the Portfolios’ existing Advisory Contract. Among other actions, the Independent Directors: retained the services of independent consultants 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 and to help evaluate that information; established a specific format in which certain requested information is provided to the Board; and determined the process for reviewing such information in connection with Advisory Contract renewals and approvals. The end result was an enhanced process which is currently employed by the Independent Directors to review and analyze information in connection with their annual renewal of the Portfolios’ Advisory Contract, as well as their review and approval of new advisory relationships.

Since the current renewal and approval process was first implemented, the Board’s membership has changed substantially through periodic retirements of some Directors and the appointment and election of new Directors. In addition, throughout this period the Independent Directors have reviewed and refined the renewal and approval process at least annually. The Board also established a Contracts Committee and two Investment Review Committees, including the International/Balanced/Fixed Income Funds Investment Review Committee (the “I/B/F IRC”). Among other matters, the Contracts Committee provides oversight with respect to the contracts renewal process, and each Portfolio is assigned to the I/B/F IRC, which provides oversight regarding, among other matters, investment performance.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Guide. This Guide was developed under the direction of the Independent Directors and sets out a blueprint pursuant to which the Independent Directors request certain information that they deem important to facilitate an informed review in connection with initial and annual approvals of advisory arrangements for the Funds in the ING Funds complex.

Management provides certain of the information requested by the 15(c) Methodology Guide in Fund Analysis and Comparison Tables (“FACT sheets”) prior to the Independent Directors’ review of advisory contracts. The Independent Directors previously retained an independent firm to verify and test the accuracy of certain FACT sheet data for a representative sample of Funds in the ING Funds complex. In 2007, the Contracts Committee employed the services of an independent consultant to assist in its review and analysis of, among other matters, the 15(c) Methodology Guide, the content and format of the FACT sheets, and proposed selected peer groups of investment companies (“SPGs”) to be used by each Portfolio for certain comparison purposes during the renewal process.

As part of an ongoing process, the Contracts Committee recommends or considers recommendations from Management for refinements to the 15(c) Methodology Guide and other aspects of the review process, and the I/B/F IRC reviews benchmarks used to assess the performance of each Portfolio. The I/B/F IRC may apply a heightened level of scrutiny in cases where performance has lagged a Portfolio’s relevant benchmark and/or SPG.

The Board employed its process for reviewing contracts when considering the renewal of the Advisory Contract that would be effective through November 30, 2008. Set forth below is a discussion of many of the Board’s primary considerations and conclusions resulting from this process.

Nature, Extent and Quality of Service

The materials requested by and provided to the Board and/or to K&L Gates prior to the November 30, 2007 Board meeting included, among other information, the following items: (1) FACT sheets for each Portfolio that provided information regarding the performance and expenses of the Portfolio and other similarly managed funds in an SPG, as well as information regarding the Portfolio’s investment portfolio, objectives and strategies; (2) the 15(c) Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which benchmarks and SPGs were selected and how profitability was determined; (3) responses from the Adviser to a series of questions posed by K&L Gates on behalf of the Directors; (4) a copy of the form of Advisory Contract; (5) a copy of the Adviser’s Form ADV; (6) the Adviser’s financial statements; (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, fees and expenses compare to its SPG and designated benchmarks; (8) independent analyses of each Portfolio’s performance by the Company’s Chief Investment Risk Officer; (9) information regarding net asset flows into and out of the Portfolios; and (10) other information relevant to the Board’s evaluations.

For each Portfolio, its Initial Class of shares was used for purposes of certain comparisons to the funds in its SPG. Initial Class shares generally were selected so that the Portfolios’ class with the longest performance history was compared to the analogous class of shares for each SPG fund. The mutual funds included in a Portfolio’s SPG were selected based upon criteria designed to mirror the Portfolio’s class being compared to the SPG.

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 that has been developed by Management, under which it oversees the sub-advisers to the underlying Funds in which the Portfolios invest. The Board noted the resources that the Adviser has committed to the Board and to the I/B/F IRC to assist the Board and the I/B/F IRC 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 I/B/F IRC to analyze the key factors underlying investment performance for the Portfolios.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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 ING Funds available on a product platform, and the wide range of ING Funds available for exchange or transfer.

The Board also took into account the Adviser’s efforts in recent years to reduce the expenses of the ING Funds through renegotiated arrangements with the ING Funds’ service providers. In addition, the Board considered the efforts of the Adviser and the expenses that it incurred in recent years to help make the ING Funds complex more efficient by 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 personnel with the Adviser’s code of ethics. The Board considered reports from the Company’s Chief Compliance Officer (“CCO”) evaluating whether the regulatory compliance systems and procedures of the Adviser are reasonably designed to assure compliance with the federal securities laws, including those related to, among others, late trading and market timing, best execution, fair value pricing, proxy voting and trade allocation practices. The Board also took into account the CCO’s annual and periodic reports and recommendations with respect to service provider 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. 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 sufficient to sustain appropriate levels of performance and compliance 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.

Portfolio Performance

In assessing advisory relationships, the Board placed emphasis on the net investment returns of each Portfolio. 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 FACT sheets furnished in connection with the renewal process. The FACT sheet prepared for each Portfolio included its investment performance compared to the Portfolio’s Morningstar category median, Lipper category median, SPG and primary benchmark. The Board’s findings specific to each Portfolio’s performance are discussed under “Portfolio-by-Portfolio Analysis,” below.

Economies of Scale

When evaluating the reasonableness of advisory fee rates, the Board also considered whether economies of scale will be realized by the Adviser as a Portfolio grows larger and the extent to which any such economies are reflected in contractual fee rates. In this regard, while each Portfolio is subject to a level advisory fee rate, the Board noted that any breakpoints in advisory fee schedules of certain underlying Funds in which the Portfolios invest would result in a lower advisory fee rate for the underlying Fund when the Fund achieves sufficient asset levels to receive a breakpoint discount. Further, each Portfolio benefits from expense limits and waivers of certain fees, and the Board also considered the extent to which economies of scale could be realized through such limitations and waivers.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Information Regarding Services to Other Clients

The Board requested and, if received, considered information regarding the nature of services and fee rates offered by the Adviser to other clients, including other registered investment companies and institutional accounts. If a fee rate offered to other clients differed materially from those charged to the Portfolios, the Board considered any underlying rationale provided by the Adviser for these differences. 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 addition, the Board considered any fee waivers and expense limitations applicable to the fees payable by the Portfolios.

The Board considered the fee structures of each Portfolio 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 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.

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 or capture Management’s entrepreneurial risk associated with offering and managing a mutual fund complex in the current regulatory and market environment.

Portfolio-by-Portfolio Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 30, 2007 meeting in relation to renewing the Advisory Contract for the year ending November 30, 2008. 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. With respect to Morningstar quintile rankings, the first quintile represents the highest (best) performance and the fifth quintile represents the lowest performance. Each Portfolio’s management fee and expense ratio were compared to the fees and expense ratios of the funds in its SPG.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (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 (3) the Portfolio is ranked in the third quintile of its Morningstar category for the one-year period, and the fourth quintile for the most recent calendar quarter and year-to-date periods.

In analyzing this performance data, the Board took into account that: (1) the Portfolio launched in April 2005, and therefore had a limited operating history for the purpose of analyzing Portfolio performance; and (2) in April 2007 additional asset classes were added to the Portfolio as a result of the Asset Allocation Committee’s annual review.

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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Solution Income Portfolio, as compared to its SPG, 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 SPG; and (b) the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its SPG. 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’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, 2008. 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, 2007: (1) the Portfolio underperformed its Morningstar category median for all periods presented; (2) the Portfolio outperformed its primary benchmark for all periods presented, with the exception of the year-to-date period, during which it underperformed; and (3) the Portfolio is ranked in the fifth (lowest) quintile of its Morningstar category for all periods presented.

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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its SPG, 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 SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG. In analyzing the 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)

other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

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, 2007: (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 and year-to-date periods, but outperformed for the one-year period; and (3) the Portfolio is ranked in the fourth quintile of its Morningstar category for all periods presented.

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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Solution 2025 Portfolio, as compared to its SPG, 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 SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG. In analyzing the 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 was launched in April 2005, and it is reasonable to permit the Adviser to continue to manage the Portfolio to evaluate 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, 2008. 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, 2007: (1) the Portfolio underperformed 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 fourth quintile of its Morningstar category for all periods presented.

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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its SPG, 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 SPG; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its SPG. In analyzing the 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)

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 was launched in April 2005, and it is reasonable to permit the Adviser to continue to manage the Portfolio to evaluate 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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

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, 2007: (1) the Portfolio outperformed its Morningstar category median for all periods presented; (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 (3) the Portfolio is ranked in the second quintile of its Morningstar category for all periods presented.

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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Solution 2045 Portfolio, as compared to its SPG, 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 SPG; and (b) the expense ratio for the Portfolio is below the median and average expense ratios of the funds in its SPG. In analyzing the 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 was launched in April 2005, and it is reasonable to permit the Adviser to continue to manage the Portfolio to evaluate 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, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

BOARD CONSIDERATION AND APPROVAL OF THE ADVISORY CONTRACT FOR ING SOLUTION GROWTH AND INCOME PORTFOLIO AND ING SOLUTION GROWTH PORTFOLIO

Section 15 of the 1940 Act mandates that, when a series of the Company enters into a new advisory arrangement, the Board, including a majority of the Independent Directors, must approve the new arrangement. Therefore, in order for a new series of the Company to be launched, the Board must approve the Advisory Contract for that series prior to the commencement of its operations. At a meeting held on May 10, 2007, the Board approved the Advisory Contract for ING Solution Growth and Income Portfolio and ING Solution Growth Portfolio, each a new series of the Company, for an initial, two-year term that commenced on June 2, 2007.

In determining whether to approve the Advisory Contract for each of these Portfolios, the Board received and evaluated such information as it deemed necessary for an informed determination of whether the Advisory Contract, and the proposed policies and procedures for the Portfolios, should be approved. The materials provided to the Board in support of the new advisory arrangements included the following: (1) a memorandum presenting Management’s rationale for requesting the launch of the Portfolios that discusses, among other things, the Adviser’s experience and expertise in the management of other Funds within the ING Funds complex, including the five other

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

ING Solution Portfolios; (2) information about the new Portfolios’ proposed investment objectives and strategies and anticipated portfolio characteristics; (3) FACT sheets for the Portfolios that compare the Portfolios’ proposed fee structures to their comparable SPGs and Morningstar/Lipper category medians; (4) supporting documentation, including a copy of the form of Advisory Contract for the Portfolios; and (5) 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 and management of Funds in the ING Funds complex (including the other ING Solution Portfolios).

At the May 2007 Board meeting at which the Advisory Contract was approved with respect to the new Portfolios, the Board considered that the Portfolios would be subject to the Company’s standard policies and procedures previously approved by the Board for other series of the Company and approved in accordance with Rule 38a-1 under the 1940 Act. The Board also noted that, in managing the Portfolios, 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 ING Funds complex.

The Board’s consideration of whether to approve the Advisory Contract with the Adviser on behalf of the new Portfolios 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 the Portfolios under the proposed Advisory Contract; (2) the Adviser’s experience in managing other Funds within the ING Funds complex, including similar Funds-of-Funds; (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 the Portfolios; (5) the costs for the services to be provided by the Adviser, including that the proposed advisory fees would not be subject to breakpoint discounts; (6) the pricing structure (including the estimated expense ratio to be borne by shareholders) of the Portfolios, including that: (a) the proposed management fee (inclusive of the advisory fee and a 0.02% administration fee) for each Portfolio is below the median and the average management fees of the funds in the Portfolio’s SPG, and (b) the estimated expense ratio for the Portfolio is below the median and average expense ratios of the funds in the Portfolio’s SPG; (7) the projected profitability of the Adviser; (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 other Funds, including other Funds-of-Funds and asset allocation products; (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, and in anticipation of the May 2007 meeting, with respect to its capabilities in overseeing similar asset allocation products; and (11) “fall-out benefits” to the Adviser and its affiliates that were anticipated to arise from the Adviser’s management of the Portfolios.

After its deliberation, the Board reached the following conclusions: (1) each Portfolio’s proposed management fee rate is reasonable in the context of all factors considered by the Board; (2) each Portfolio’s estimated expense ratio is reasonable in the context of all factors considered by the Board; and (3) the Adviser maintains an appropriate compliance program, with this conclusion based upon the Board’s previous and ongoing review of the compliance program and the representations of the Company’s CCO in materials provided to the Board in advance of the May 2007 meeting. Based on these conclusions and other factors, the Board voted to approve the Advisory Contract for the Portfolios. During its deliberations, different Board members may have given different weight to different individual factors and related conclusions.

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 Mellon Corporation

One Wall Street

New York, New York 10286

Legal Counsel

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006


		VPAR-USOL		(1207-022908)

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 $653,000 for year ended December 31, 2007 and $638,250 for year ended December 31, 2006.

(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 $74,700 for year ended December 31, 2007 and $77,025 for year ended December 31, 2006.

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 $176,537 in the year ended December 31, 2007 and $184,760 in the year ended December 31, 2006. Such services included review of excise distribution calculations (if applicable), preparation of the Funds’ federal, state and excise tax returns, tax services related to mergers and routine consulting.

(d) All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by KPMG, other than the services reported in paragraphs (a) through (c) of this Item.

None

(e) (1) Audit Committee Pre-Approval Policies and Procedures

AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY

I. Statement of Principles

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors or Trustees (the “Committee”) of the ING Funds (each a “Fund,” collectively, the “Funds”) set out 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: February 23, 2007

Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2007 through December 31, 2007

Service

	The Fund(s)	Fee Range
Statutory audits or financial audits (including tax services associated with audit services)	x	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.	x	Not to exceed $9,750 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.	x	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	x	Not to exceed $12,600 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, 2007 through December 31, 2007

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)	x	x	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.]	x		Not to exceed $5,000 per occurrence during the Pre-Approval Period

Review of the Funds’ semi-annual financial statements	x		Not to exceed $2,200 per set of financial statements per fund

Reports to regulatory or government agencies related to the annual engagement	x		Up to $5,000 per occurrence during the Pre-Approval Period

Regulatory compliance assistance	x	x	Not to exceed $5,000 per quarter

Training courses		x	Not to exceed $2,000 per course

For Prime Rate Trust, agreed upon procedures for quarterly reports to rating agencies	x		Not to exceed $9,450 per quarter

For Prime Rate Trust and Senior Income Fund, agreed upon procedures for the Revolving Credit and Security Agreement with Citigroup	x		Not to exceed $21,000 per fund per year

Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2007 through December 31, 2007

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	x		As presented to Audit Committee(2)

Review of IRC Sections 851(b) and 817(h) diversification testing on a real-time basis	x		As presented to Audit Committee(2)

Assistance and advice regarding year-end reporting for 1099’s	x		As presented to Audit Committee(2)

Tax assistance and advice regarding statutory, regulatory or administrative developments	x	x	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, continued

Service

	The Fund(s)	Fund Affiliates	Fee Range
Tax training courses		x	Not to exceed $2,000 per course during the Pre-Approval Period

Tax services associated with Fund mergers	x	x	Not to exceed $4,000 per fund per merger during the Pre-Approval Period

Other tax-related assistance and consultation, including, without limitation, assistance in evaluating derivative financial instruments and international tax issues, qualification and distribution issues, and similar routine tax consultations.	x		Not to exceed $120,000 during the Pre-Approval Period

Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2007 through December 31, 2007

Service

	The Fund(s)	Fund Affiliates	Fee Range
Agreed-upon procedures for Class B share 12b-1 programs		x	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) Cost to be borne 50% by the Funds and 50% by ING Investments, LLC.	x	x	Not to exceed $5,000 per Fund during the Pre-Approval Period

Agreed upon procedures for 15 (c) FACT Books	x		Not to exceed $35,000 during the Pre-Approval Period

Appendix E

Prohibited Non-Audit Services
Dated: January 1, 2007

· 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 ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING RISK MANAGED NATURAL RESOURCES FUND

ING INVESTMENT FUNDS, INC.

ING INVESTORS TRUST

ING MAYFLOWER TRUST

ING MUTUAL FUNDS

ING PARTNERS, INC.

ING PRIME RATE TRUST

ING SENIOR INCOME FUND

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS TRUST

ING VP NATURAL RESOURCES TRUST

(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 $391,637 for year ended December 31, 2007 and $986,810 for year ended December 31, 2006.

(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 4, 2008

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 4, 2008

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

Date: March 4, 2008

Voya PARTNERS N-CSRCertified annual shareholder report (management investment company)

Item 4. Principal Accountant Fees and Services.

EXHIBIT A

SIGNATURES